Company Number: 07905640

RAPID NUTRITION PLC

(the "Company")

MINUTES OF AN ANNUAL GENERAL MEETING OF THE COMPANY HELD AT

40-46 NESTOR DRIVE, MEADOWBROOK, 4131 QLD, AUSTRALIA ON 30 JUNE 2022 AT 10 PM (BRITISH SUMMER TIME) / 1 JULY 2022 7 AM (AUSTRALIAN EASTERN STANDARD TIME)

PRESENT:

Simon St Ledger (Chairman)

(Also a duly appointed proxy/representative for one member) Vesta Vanderbeken (director)

Shayne Kellow (director and member)

IN ATTENDANCE:

Katherine Herrera (duly authorised representative of Elemental Company Secretary Limited, company secretary)

1. INTRODUCTION

  1. After brief introductions, Mr Simon St Ledger took the Chair with the consent of the meeting.
  2. The Chairman announced that a quorum was present and declared the meeting open.
  3. The latest extracts of the register of members as part of the Company's records and all proxies received by the time and date set out in the notice had been confirmed and reported by the Company's registrars. The company secretary held such information in the absence of the registrars at the meeting.
  4. With the consent of all the members present, the notice convening the meeting was taken as read.
  5. It was noted that, in accordance with best practice, votes in respect of the resolutions proposed at the meeting would be conducted by way of a poll.

2. AUDITORS

2.1 It was noted that a representative of Elderton Audit UK (formerly known as Greenwich & Co UK), the Company's auditors, was not in attendance at the meeting.

3. ORDINARY RESOLUTIONS

3.1 The Chairman proposed that resolution 1 as set out in the notice of meeting be approved as an ordinary resolution. The resolution was put to the meeting and IT WAS RESOLVED THAT resolution 1 be approved as an ordinary resolution.

1

  1. It was noted that the Company had received votes in in respect of this resolution as follows:
    • 9,315,244 proxy votes were voted in favour of the resolution;
    • no shares were discretionary;
    • the Chairman was personally appointed as proxy for 1 shareholder holding 16,000 shares which were voted in favour of the resolution;
    • no shares were voted against the resolution; and
    • no shares withheld their vote.
  2. The Chairman proposed that resolution 2 as set out in the notice of meeting be approved as an ordinary resolution. The resolution was put to the meeting and IT WAS RESOLVED THAT resolution 2 be approved as an ordinary resolution.
  3. It was noted that the Company had received votes in in respect of this resolution as follows:
    • 9,315,244 proxy votes were voted in favour of the resolution;
    • no shares were discretionary;
    • the Chairman was personally appointed as proxy for 1 shareholder holding 16,000 shares which were voted in favour of the resolution;
    • no shares were voted against the resolution; and
    • no shares withheld their vote.
  4. The Chairman proposed that resolution 3 as set out in the notice of meeting be approved as an ordinary resolution. The resolution was put to the meeting and IT WAS RESOLVED THAT resolution 3 be approved as an ordinary resolution.
  5. It was noted that the Company had received votes in in respect of this resolution as follows:
    • 9,315,244 proxy votes were voted in favour of the resolution;
    • no shares were discretionary;
    • the Chairman was personally appointed as proxy for 1 shareholder holding 16,000 shares which were voted in favour of the resolution;
    • no shares were voted against the resolution; and
    • no shares withheld their vote.
  6. The Chairman proposed that resolution 4 as set out in the notice of meeting be approved as an ordinary resolution. The resolution was put to the meeting and IT WAS RESOLVED THAT resolution 4 be approved as an ordinary resolution.
  7. It was noted that the Company had received votes in in respect of this resolution as follows:
    • 9,314,564 proxy votes were voted in favour of the resolution;
    • no shares were discretionary;
    • the Chairman was personally appointed as proxy for 1 shareholder holding 16,000 shares which were voted in favour of the resolution;
    • no shares were voted against the resolution; and
    • 680 shares withheld their vote.
  1. The role of Chair of the meeting was taken over by Shayne Kellow who proposed resolution 5 as set out in the notice of meeting in relation to the re-appointment of Simon St Ledger as director of the Company be approved as an ordinary resolution. The resolution was put to the meeting and IT WAS RESOLVED THAT resolution 5 be approved as an ordinary resolution.
  2. It was noted that the Company had received votes in in respect of this resolution as follows:
    • 9,279,244 proxy votes were voted in favour of the resolution;
    • no shares were discretionary;
    • the Chairman was personally appointed as proxy for 1 shareholder holding 16,000 shares which were voted in favour of the resolution;
    • 36,000 shares were voted against the resolution; and
    • no shares withheld their vote.
  3. Shayne Kellow handed over the role of Chair of the meeting back to Simon St Ledger.
  4. The Chairman proposed that resolution 6 as set out in the notice of meeting be approved as an ordinary resolution. The resolution was put to the meeting and IT WAS RESOLVED THAT resolution 6 be approved as an ordinary resolution.
  5. It was noted that the Company had received votes in in respect of this resolution as follows:
    • 9,279,244 proxy votes were voted in favour of the resolution;
    • no shares were discretionary;
    • the Chairman was personally appointed as proxy for 1 shareholder holding 16,000 shares which were voted in favour of the resolution;
    • 36,000 shares were voted against the resolution; and
    • no shares withheld their vote.
  6. The Chairman proposed that resolution 7 as set out in the notice of meeting be approved as an ordinary resolution. The resolution was put to the meeting and IT WAS RESOLVED THAT resolution 7 be approved as an ordinary resolution.
  7. It was noted that the Company had received votes in in respect of this resolution as follows:
    • 9,279,244 proxy votes were voted in favour of the resolution;
    • no shares were discretionary;
    • the Chairman was personally appointed as proxy for 1 shareholder holding 16,000 shares which were voted in favour of the resolution;
    • 36,000 shares were voted against the resolution; and
    • no shares withheld their vote.

4. SPECIAL RESOLUTION

  1. The Chairman proposed resolution 8 as set out in the notice of meeting as a special resolution. The resolution was put to the meeting and IT WAS RESOLVED THAT resolution 8 be approved as a special resolution.
  2. It was noted that the Company had received votes in in respect of this resolution as follows:
    • 9,278,564 proxy votes were voted in favour of the resolution;
    • no shares were discretionary;
    • the Chairman was personally appointed as proxy for 1 shareholder holding 16,000 shares which were voted in favour of the resolution;
    • 36,000 shares were voted against the resolution; and
    • 680 shares withheld their vote.

5. CLOSE OF MEETING

There being no further business, the meeting closed.

........................................

Chairman

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Disclaimer

Rapid Nutrition plc published this content on 03 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 July 2022 00:02:03 UTC.