THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000 if you are a resident of the United Kingdom or, if not, another appropriately authorised independent professional adviser.

If you have recently sold or transferred all of your shares in Napster Group PLC (the "Company"), please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Napster Group PLC

55 Poland Street

London

WC1X 8BB

20 July 2021

Dear shareholder

Annual General Meeting

I am writing to you regarding the Company's annual general meeting ("AGM") which will be held on 12 August 2021. Details of the time and venue of the meeting are set out in the notice convening the AGM at the end of this letter.

The Company has been monitoring closely the evolving situation relating to the Coronavirus (COVID-19) pandemic, including the current guidance and restrictions on travel and public gatherings and social distancing. While the Board's current expectation is that there will be no restrictions on social contact at the time of our AGM, there can be no guarantee that this will be the case.

The priority of the Board at this time is the health, safety and wellbeing of all shareholders and Directors. Shareholders should carefully consider whether or not it is appropriate to attend the AGM and the Company will make the AGM available electronically for those who do not wish to attend in person. If shareholders choose to attend the AGM in person, the Company kindly requests shareholders present evidence of a negative PCR test or proof of full vaccination. Further guidance can be found at note 11 to the notice of AGM set out below.

The resolutions to be proposed at the AGM are summarised below.

Resolution 1: Receipt of the 2019 accounts

An ordinary resolution will be proposed to receive and approve the Company's annual report and financial statements for the year ended 31 December 2019. The 2019 accounts were published following the annual general meeting held on 11 May 2020, so the Company was unable to put the Company's annual report and financial statements for the year ended 31 December 2019 before shareholders at the previous annual general

meeting.

Resolution 2: Receipt of the 2020 accounts

The Company's annual report and financial statements for the period ended 28 December 2020 are enclosed. The directors of the Company (the "Directors") must present their report and the annual accounts to the meeting. This gives shareholders the opportunity to ask questions on the content before voting on the resolution.

Resolutions 3, 4, 5, 6 and 7: Appointment of Directors

The Company's articles of association (the "Articles") require Directors to retire and submit themselves for reelection periodically. On 18 June 2018 Simon Cole, Steven Hancock and Anthony Matchett (the "Retiring Directors") were appointed by the board as directors of the Company, consequently it is proposed in accordance with the Articles, the Retiring Directors retire as directors and subsequently be re-elected by the shareholders as directors.

The Company today announced the appointment of Lansing Davis and Peter Read as directors of the Company. In accordance with the Articles, Lansing Davis' and Peter Read's appointment as Directors will be ratified by the shareholders.

Resolution 8: Appointment of Auditors

An ordinary resolution will be proposed to appoint BDO LLP as the Company's auditors (the "Auditors") to hold office from the conclusion of the AGM until the conclusion of the next general meeting at which accounts are laid before the members of the Company.

Resolution 9: Remuneration of the Auditors

An ordinary resolution will be proposed to authorise the Directors to determine the remuneration payable to the Auditors.

Resolution 10: Directors' Authority to Allot Shares

This resolution seeks shareholder approval for the Directors to be authorised to allot shares. Under the provisions of section 551 of the Companies Act 2006 (the "Act"), the Directors are not permitted to allot shares unless authorised to do so by the shareholders. The Act provides for such authority to be granted either by the Company in general meeting or by the Articles and, in both cases, such authority must be renewed every five years. Notwithstanding the statutory provisions, in accordance with institutional best practice, it is the present intention of the Directors to seek a similar authority each year.

The Directors seek authority to allot shares in the capital of the Company up to a maximum nominal amount of £18,222,240.62 (representing 66 per cent. of the issued share capital as at the date of this document). This will facilitate the raising of further funds and the making of investments and acquisitions in pursuit of the previously approved investing policy. This power will last until the conclusion of the next annual general meeting of the Company.

Resolution 11: Directors' Power to Disapply Pre-emptionRights

This resolution, which will be proposed as a special resolution, supplements the Directors' authority to allot shares in the Company proposed by resolution 10.

Section 561 of the Act requires a company proposing to allot equity securities (which includes selling shares held in treasury) to offer them first to existing shareholders in proportion to their existing shareholdings. Equity securities include ordinary shares, but do not include shares issued under employee share schemes. If resolution 11 is passed, the requirement imposed by section 561 of the Act will not apply to allotments by the Directors in two cases:

in connection with a rights (or similar) issue, where strict application of the principle in section 561 of the Act could (for example) either result in fractional entitlements to shares arising or require the issue of shares where this would be impractical because of local, legal or regulatory requirements in any given overseas jurisdiction; and

allotments of shares for cash up to a total nominal value of £13,804,727.74 (representing 50 per cent. of the issued share capital as at the date of this document). This gives the Directors flexibility to quickly take advantage of business opportunities as they arise.

This authority will expire at the conclusion of the next annual general meeting except in so far as commitments to allot shares have been entered into before that date. It is the present intention of the Directors to seek a similar authority annually.

The Directors believe that this resolution together with resolution 10 will provide the Company with flexibility to take advantage of business opportunities that may arise.

Recommendation

The Directors consider that all the proposals to be considered at the AGM are in the best interests of the Company and its shareholders as a whole and are most likely to promote the success of the Company. The Directors unanimously recommend that you vote in favour of all the proposed resolutions as they intend to do in respect of their own beneficial holdings.

Yours faithfully

Simon Cole

Chairman

NAPSTER GROUP PLC

(Incorporated in England and Wales, number 5628362)

Notice is hereby given that the annual general meeting of Napster Group PLC (the "Company") will be held at the Company's registered office at 55 Poland Street, London, WC1X 8BB at 11 a.m. (BST) on 12 August 2021 to consider and, if thought fit, pass the following resolutions as ordinary resolutions other than resolution 11 which will be proposed as a special resolution.

Ordinary Business

To receive the Company's accounts for the financial year ended 31 December 2019 together with the directors' report and the auditors' report thereon.

To receive the Company's accounts for the financial period ended 28 December 2020 together with the directors' report and the auditors' report thereon.

To re-elect Simon Cole as a director of the Company ("Director").

To re-elect Steven Hancock as a Director.

To re-elect Anthony Matchett as a Director.

To approve and ratify Peter Read as a Director.

To approve and ratify Lansing Davis as a Director.

To appoint BDO LLP as the auditors of the Company (the "Auditors").

To authorise the directors of the Company (the "Directors") to agree the remuneration of the Auditors.

That the Directors be generally and unconditionally authorised for the purpose of section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot or grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £18,222,240.61 (representing 66% of the issued share capital at the date of this notice) provided that:

(except as provided in paragraph 11.2 below) this authority shall expire on the date of the next annual general meeting of the Company; and

the Company may before such expiry make an offer or agreement which would or might require shares or equity securities, as the case may be, to be allotted or such rights granted after such expiry and the Directors may allot shares or equity securities or grant such rights, as the case may be, in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

All unexercised authorities previously granted to the Directors to allot shares or to grant rights to subscribe for or to convert any security into shares be and are hereby revoked.

Special Business

That, subject to the passing of resolution 10 above, the Directors, pursuant to the general authority conferred on them, be empowered pursuant to section 570 of the Act to allot for cash, either pursuant to the authority so conferred or where the equity securities are held by the Company as treasury shares (within the meaning of section 724(5) of the Act), equity securities (within the meaning of section 560 of the Act) as if section 561 of the Act did not apply to any such allotment provided that this power shall be limited to the allotment of equity securities:

made in connection with an offer of securities, open for acceptance for a fixed period, by the Directors to holders of ordinary shares of the Company on the register on a fixed record date in proportion (as nearly as may be) to their then holdings of such shares (but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares or any legal or practical problems under the laws or requirements of any recognised regulatory body or any stock exchange in any overseas territory or in connection

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Napster Group plc published this content on 20 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 July 2021 10:59:06 UTC.