Notice of General Meeting – Jan 2017

This notice of meeting is important and requires your immediate attention.

If you are in any doubt as to the contents of this document and/or the action you should take, you are recommended to seek personal financial advice from your bank manager, stockbroker, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in the Company, please pass this document and all accompanying documents to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected so that they can pass these documents to the person who now holds the shares.


Avanti Communications Group plc

(Incorporated and registered in England and Wales with company number 06133927)

Notice of General Meeting


Whether or not you intend to attend the General Meeting, you are encouraged to complete and return the accompanying proxy form in accordance with the instructions printed on the proxy form. The proxy form must be received by our registrar as soon as possible and by no later than 10.00 a.m. on 17 January 2017.

Notice is hereby given that a general meeting (“General Meeting”) of Avanti Communications Group plc (the “Company”) will be held at 10.00 a.m. on Thursday, 19 January 2017 at The Bridewell Suite, Crowne Plaza London – The City, 19 New Bridge Street, London EC4V 6DB for the following purposes:

Ordinary Business

To consider and, if thought fit, to pass the following resolutions, which will be proposed as ordinary resolutions:

  1. Report and accounts

To receive the audited annual accounts for the year ended 30 June 2016, together with the reports of the Directors and Auditors therein.

  1. Election of auditors

To re-appoint KPMG LLP as auditors of the Company.

  1. Auditor’s remuneration

To authorise the Directors to determine the remuneration of the auditors.

By Order of the Board

Patrick Willcocks

Secretary

Registered Office: Cobham House, 20 Black Friars Lane, London EC4V 6EB

Registered Number: 6133927

30 December 2016

NOTES TO NOTICE OF GENERAL MEETING

  1. Pursuant to Regulation 41 of the Uncertificated Securities Regulation 2001 (as amended), only those members registered in the register of members of the Company at 10.00 a.m. on 17 January 2017 (or if the General Meeting is adjourned, 48 hours before the time fixed for the adjourned General Meeting) shall be entitled to attend and vote at the General Meeting in respect of the number of shares registered in their name at the time. In each case, changes to the register of members after such time shall be disregarded in determining the rights of any person to attend or vote at the General Meeting.
  2. If you wish to attend the General Meeting in person, you must bring your attendance card and identification to the meeting with you.
  3. A member who is entitled to attend, speak and vote at the General Meeting may appoint a proxy to attend, speak and vote instead of him. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares (so a member must have more than one share to be able to appoint more than one proxy). A proxy need not be a member of the Company but must attend the General Meeting in order to represent you. A proxy must vote in accordance with any instructions given by the member by whom the proxy is appointed. Appointing a proxy will not prevent a member from attending in person and voting at the General Meeting will terminate the proxy appointment. A proxy form is enclosed. The Notes to the proxy form include instructions on how to appoint the Chairman of the General Meeting or another person as proxy. You can only appoint a proxy using the procedures set out in these Notes and in the notes to the proxy form.
  4. To be valid, a proxy form, and the original or duly certified copy of the power of attorney or other authority (if any) under which it is signed or authenticated, should reach the Company’s registrar, Neville Registrars Limited at Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA, by no later than 10.00 a.m. on 17 January 2017.
  5. The Notes to the proxy form include instructions on how to appoint a proxy by using the CREST proxy appointment service. You may not use any electronic address provided either in this Notice of General Meeting or in any related documents (including the proxy form) to communicate with the Company for any purposes other than those expressly stated.
  6. In the case of joint holders of shares, the vote of the first named in the register of members who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders.
  7. A member that is a company or other organisation not having a physical presence cannot attend in person but can appoint someone to represent it. This can be done in one of two ways: either by the appointment of a proxy (described in Notes 3 to 5 above) or of a corporate representative. Members considering the appointment of a corporate representative should check their own legal position, the Company’s Articles of Association and the relevant provision of the Companies Act 2006.
  8. Copies of the Executive Directors’ service contracts with the Company and any of its subsidiary undertakings and letters of appointment of the Non-Executive Directors are available for inspection at the registered office of the Company during the usual business hours on any weekday (Saturday, Sunday or public holidays excluded) from the date of this notice until the conclusion of the General Meeting and will also be available for inspection at the place of the General Meeting from 10.00 a.m. on the day of the General Meeting until its conclusion.


Explanatory notes

Resolution 1 –Report and Accounts

All companies are required by law to lay their annual accounts and reports before a general meeting of the Company, together with the Directors’ report and auditor’s report on the accounts. At the General Meeting, the Directors will present these documents to the shareholders for the financial year ended 30 June 2016.

Resolution 2 –Appointment of Auditors

This resolution concerns the re-appointment of KPMG LLP Audit Plc as auditors until the conclusion of the next general meeting at which accounts are laid, that is the next General Meeting.

Resolution 3 – Auditor’s Remuneration

This resolution authorises the Directors to fix the auditor’s remuneration.


FURTHER NOTES TO THE GENERAL MEETING

Introduction

After his opening remarks, the Chairman will explain in detail the procedures for the conduct of the General Meeting, particularly for asking questions. The resolutions which are set out in the Notice of General Meeting will then be put to the meeting.

How to ask questions

At the General Meeting, shareholders will be given the opportunity to ask questions. Please explain the nature of your question and give your name and address. You may be asked to wait until called upon to speak. Please remember to state your name before asking your question.

Time

The doors will open at 9.30 a.m. and the General Meeting is expected to start promptly at 10.00 a.m.

Cameras, tape recorders etc.

No cameras, video recorders, tape recorders or mobile phones will be allowed into the General Meeting.

Attendance Card

You must bring your attendance card and identification with you if you wish to attend the General Meeting.

Important notice

If you have questions about the General Meeting, or if you need any assistance, please telephone Ellis Edwards at Avanti Communications Group plc on 0207 749 1600 during normal working hours.


Analysis of shareholders

Range of holdings Number of shares Number of shareholders
10,000 and below1,714,081910
10,001 – 20,000615,43142
20,001 – 50,0001,739,16358
50,001 – 100,0001,282,49017
100,001 – 150,0002,433,05120
150,001 – 300,0005,191,38424
300,001 – 500,0004,259,15611
500,001 – 1,000,00011,812,33417
1,000,001 and above118,349,26020

Financial calendar

  • February 2017: Interim results for the six months ended 31 December 2016
  • September 2017: Preliminary results for the year ended 30 June 2017
  • November 2017: General Meeting

Dividend

The Directors have not recommended the payment of a dividend for the year ended 30 June 2016.

Listing

Ordinary Shares of the Company are admitted to trading on AIM.

The share price is available from the Avanti website at www.avantiplc.com and in The Financial Times and The Times.

Registrars

All administrative enquiries relating to shareholdings should be directed to The Registrar, Neville Registrars Limited, Neville House, 18 Laurel Lane, Halesowen, West Midlands B63 3DA.

Avanti’s services

Information about Avanti’s services can be found at www.avantiplc.com.

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