SHAREHOLDERS’ SHAREHOLDERS’ INFORMATION Meeting procedures Q: Who can attend the Annual Meeting? A: In compliance with Section 120(3) of the Companies Act 2001, the Board has resolved that anyone who is registered in the share register of Phoenix Beverages Limited as at 17 November 2022 is entitled to attend the meeting. Q: Who can vote at the Annual Meeting? A: If you are registered in the share register of Phoenix Beverages Limited as at 17 November 2022 you have the right to vote at the meeting. Q: How many votes does a shareholder have? A: Every shareholder, present in person or by proxy, shall have one vote on a show of hands. Where a poll is taken, each shareholder shall have the number of votes that corresponds to the number of shares held by him/her in the Company. Q: How many shareholders do you need to reach a quorum? A: A quorum is reached where five (5) shareholders holding at least fifty percent (50%) of the share capital of the Company are present or represented. At the date of this report, Phoenix Beverages Limited has 16 447 000 ordinary shares in issue. Q: How are the votes counted? A: On a show of hands, the Chairman shall count the votes. However, if a poll is demanded, the counting will be done by the auditors of the Company who will be acting as scrutineers. Q: How can I obtain a copy of the minutes of proceedings of the last Annual Meeting of the Company? A: You can make such a request to the Company Secretary prior to the Annual Meeting. Voting procedures Q: What is the voting procedure? A: Voting at the Annual Meeting is generally by show of hands. However, if a poll is demanded for a particular resolution, then ballot papers shall be distributed and shareholders will be requested to cast their votes thereon. Q: How do I appoint someone else to go to the Annual Meeting and vote my share(s) for me? A: The Chairman of the meeting has been named in the proxy to represent shareholders at the meeting. You can appoint someone else to represent you at the meeting. Just complete a proxy form by inserting the person’s name in the appropriate space on the proxy form. The person you appoint does not need to be a shareholder but must attend the meeting to vote your share(s). Q: Is there a deadline for my proxy to be received? A: Yes. Your proxy must be received by the Company’s Share Registry and Transfer Office, DTOS Registry Services Ltd, (10th floor Standard Chartered Tower, 19 Cybercity, Ebène), no later than 10.00 hours on Monday 12 December 2022. Q: How will my share(s) be voted if I return a proxy? A: By completing and returning a proxy, you are authorising the person named in the proxy to attend the Annual Meeting and vote your share(s) on each item of business according to your instructions. If you have appointed the Chairman of the meeting as your proxy and you do not provide him with instructions, he will exercise his discretion as to how he votes. Q: What if I change my mind? A: If you are a registered shareholder and have voted by proxy, you may revoke your proxy by delivering to the Company's Share Registry and Transfer Office, a duly executed proxy with a later date or by delivering a form of revocation of proxy. This new proxy must be received by the Company’s Share Registry and Transfer Office, DTOS Registry Services Ltd, (10th floor Standard Chartered Tower, 19 Cybercity, Ebène), no later than 10.00 hours on Monday 12 December 2022. Or, you may revoke your proxy and vote in person at the meeting, or any adjournment thereof, by delivering a form of revocation of proxy to the Company Secretary at the meeting before the vote in respect of which the proxy is to be used is taken. In any case, you are advised to attach an explanatory note to such amended proxy form to explain the purpose of the amended document and expressly revoke the proxy form previously signed by you. or failing him/her the Chairman of the Meeting, as my/our proxy to vote for me/us and on my/our behalf at the Annual Meeting of the Company to be held at 1st Floor, IBL House, Caudan Waterfront, Port Louis on Tuesday 13 December 2022 at 10.00 hours and at any adjournment thereof. I/We desire my/our vote(s) to be cast on the Ordinary Resolutions as follows: FOR AGAINST ABSTAIN 1. To consider the Integrated Report 2022 of the Company. 2. To receive the report of Deloitte, the auditors of the Company for the year ended 30 June 2022. 3. To consider and adopt the Group’s and Company’s audited financial statements for the year ended 30 June 2022. 4. To elect, as Director of the Company, Mrs. Catherine McIlraith who has been nominated by the Board and who offers herself for election. 5. To re-elect by rotation on the recommendation of the Board of Directors, Mr. Guillaume Hugnin who offers himself for re-election as Director of the Company. 6. To re-elect by rotation on the recommendation of the Board of Directors, Mr. Hugues Lagesse who offers himself for re-election as Director of the Company. 7. To re-elect by rotation on the recommendation of the Board of Directors, Mr. Thierry Lagesse who offers himself for re-election as Director of the Company. 8. To fix the remuneration of the Directors for the year to 30 June 2023 and to ratify the emoluments paid to the Directors for the year ended 30 June 2022. 9. To reappoint Deloitte as Auditors for the ensuing year and to authorise the Board of Directors to fix their remuneration. 10 To ratify the emoluments paid to Deloitte, the external auditors, for the financial year ended 30 June 2022. Signed this .…............... day of ……………….........................................................… 2022. …………………………………………….…..……………………………….…..……. Signature(s) Notes: 1. A member of the Company entitled to attend and vote at this meeting may appoint a proxy of his/her own choice to attend and vote on his/her behalf. A proxy need not be a member of the Company. 2. Please mark in the appropriate box how you wish to vote. If no specific direction as to voting is given, the proxy will be entitled to vote or abstain from voting as he/she thinks fit. 3. The instrument appointing a proxy or any general power of attorney, duly signed, shall be deposited at the Share Registry and Transfer Office of the Company, DTOS Registry Services Ltd, 10th Floor, Standard Chartered Tower, 19 CyberCity, Ebène, by Monday 12 December 2022 at 10.00 hours and in default, the instrument of proxy shall not be treated as valid. I/We, of being a member/members of Phoenix Beverages Limited, do hereby appoint: of or failing him/her, of PROXY PROXY FORM 210 Phoenix Beverages Limited Integrated Report 2022
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