Business
Evoke : Notice of AGM 2025
Evoke : Notice of AGM
About this update from Evoke Plc
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any aspect of the proposals referred to in the document or about the action you should take, you are recommended to seek your own independent advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriately authorised independent professional adviser who is authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, from another appropriately authorised independent adviser. evoke plc (The "Company") (Registered in Gibraltar with company number 90099) Notice of 2025 Annual General Meeting Notice of Annual General Meeting evoke plc Registered office Suite 601/701 Europort Europort Road Gibraltar Registered in Gibraltar with company number 90099 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any aspect of the proposals referred to in the document or about the action you should take, you are recommended to seek your own independent advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriately authorised independent professional adviser who is authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, from another appropriately authorised independent adviser. If you have sold or transferred all your ordinary shares (the " Ordinary Shares ") or underlying depositary interests (the " Depositary Interests ") in evoke plc (" evoke " or the " Company "), you should pass this letter and all other documents enclosed with it to the purchaser or transferee or to the stockbrokers, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee as soon as possible. Notice of the Annual General Meeting (the " Meeting ") of evoke to be held at 9.00am UK time (10.00am Gibraltar time) on Wednesday 28 May 2025 is set out on pages 7 and 8 of this document. The Meeting will take place at the office of Hudson Sandler LLP at 25 Charterhouse Square, London EC1M 6AE. Shareholders not able to attend in person will be able to follow the proceedings of the Meeting over the online Investor Meet Company platform by registering in advance via the following link: https://www.investormeetcompany.com/evoke-plc/register-investor Shareholders are invited to submit any questions in respect of the business of the Meeting for the Board to consider. Questions may be submitted in advance or during the Meeting over the Investor Meet Company platform following registration, and the Board will aim to respond to any such questions relevant to the business of the Meeting. A live broadcast of the Meeting will be opened over the platform at approximately 8.55am UK time (9.55am Gibraltar time) on 28 May 2025. Shareholders joining over the platform will be able to see and hear the Meeting, but will not be seen or heard by the Board. evoke plc is committed to reducing paper and improving efficiency in its shareholder communications. As was the case last year, you will not receive a hard copy form for the 2025 AGM in the post automatically. You may request a hard copy form directly from our Registrar, MUFG Corporate Markets (formerly Link Group). Details of how to request, and complete, a hard copy form are set out in notes on page 9 of this document. All instructions must be received by the Registrars by no later than 9.00am UK time (10.00am Gibraltar time) on 22 May 2024 for Depositary Interest Holders and Employee Shareholders and 9.00am UK time (10.00am Gibraltar time) on 23 May 2024 for Ordinary Shareholders. You can submit your proxy appointment or voting instruction electronically by logging on to https://www.signalshares.com . Further details are set out in the notes on page 9. If you wish to vote at the Meeting you are strongly encouraged to do so by submitting your proxy appointment or voting instruction in advance as appropriate. YOU WILL NOT BE ABLE TO VOTE AT THE MEETING OVER THE ONLINE PLATFORM . The Board encourages shareholders to watch the Company's website and regulatory news services for any updates in relation to the Meeting that may need to be provided. Ordinary Shareholders A proxy appointment should be submitted electronically by logging on to https://www.signalshares.com or via the VOTE+ app as soon as possible and by no later than 9.00am UK time (10.00am Gibraltar time) on 23 May 2025. Alternatively, a hard copy form may be requested from the registrar, MUFG Corporate Markets, and should be completed and returned, in accordance with the instructions printed thereon, as soon as possible and by no later than 9.00am UK time (10.00am Gibraltar time) on 23 May 2025. Depositary Interest Holders/Employee Shareholders A voting instruction should be completed by Depositary Interest Holders and Employee Shareholders electronically by logging on to https://www.signalshares.com or via the VOTE+ app as soon as possible and by no later than 9.00am UK time (10.00am Gibraltar time) on 22 May 2025. Alternatively, a hard copy form may be requested from the registrar, MUFG Corporate Markets, and should be completed and returned, in accordance with the instructions printed thereon, as soon as possible and by no later than 9.00am UK time (10.00am Gibraltar time) on 22 May 2025. Depositary Interest Holders who are CREST members may instruct the Depositary how to vote through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. If you are an institutional investor, Depositary Interest Holders may also be able to submit an instruction electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to https://www.proxymity.io . Notice of Annual General Meeting continued evoke plc Suite 601/701 Europort Europort Road Gibraltar 25 April 2025 To: the holders of Ordinary Shares (the " Ordinary Shareholders "); the holders of Depositary Interests in Ordinary Shares held in uncertificated form through CREST (the " Depositary Interest Holders "); and the participants in the Company's All-Employee Share Plan, the Long Term Incentive Plan and the Deferred Share Bonus Plan (the " Employee Shareholders "). Dear Sir/Madam 2025 ANNUAL GENERAL MEETING Our 2025 Annual General Meeting will be held on Wednesday 28 May 2025 at 9.00am UK time (10.00am Gibraltar time). The Meeting location will be the office of Hudson Sandler LLP at 25 Charterhouse Square, London EC1M 6AE. The directors of the Company (the " Directors ") strongly encourage you to fill in the Form of Proxy if you are an Ordinary Shareholder, or if you are Depositary Interest Holder or Employee Shareholder, the Form of Direction. Please see "Action to be taken" below for further details. The Notice convening the Meeting is set out on pages 7 and 8 and I am writing to give you details of the items of business to be transacted at the Meeting. The business of the Meeting will be to consider and if, thought fit, pass the resolutions set out on pages 8 to 10. Resolutions 1 to 2 These resolutions deal with the Annual Report & Accounts 2024 (Resolution 1), and the Directors' Remuneration Report (Resolution 2). These resolutions will be proposed as ordinary resolutions. Resolutions 3 to 11 These resolutions deal with the election and re-election of Directors. These resolutions will be proposed as ordinary resolutions. Resolutions 12 to 14 These resolutions deal with the re-appointment of the auditors and the auditors' remuneration (Resolutions 12 and 13), and the Directors' authority to allot shares (Resolution 14). All these resolutions will be proposed as ordinary resolutions. Resolutions 15 to 17 These resolutions deal with the authority for the Company to purchase its own shares (Resolution 15), and the authority of the Directors to disapply pre-emption rights, in line with UK institutional shareholder guidelines (Resolutions 16 and 17). These resolutions will be proposed as special resolutions. An explanation of each of the resolutions is set out on pages 5 to 7 of this document. Recommendation Your Board unanimously recommends that shareholders vote in favour of all the resolutions set out in the Notice of the Meeting, which they consider to be in the best interests of the Company and the shareholders as a whole. The Directors intend to vote in favour of all resolutions in respect of their beneficial shareholdings totalling 4,290,636 Ordinary Shares representing 0.95% of the issued share capital of the Company as at 28 February 2025 (being the latest practicable date prior to publication of this Notice). Notice of Annual General Meeting continued Action to be taken Ordinary Shareholders A proxy appointment should be submitted electronically by logging on to https://www.signalshares.com or via the VOTE+ app as soon as possible and by no later than 9.00am UK time (10.00am Gibraltar time) on 23 May 2025. Alternatively, a hard copy form may be requested from the registrar, MUFG Corporate Markets, and should be completed and returned, in accordance with the instructions printed thereon, as soon as possible and by no later than 9.00am UK time (10.00am Gibraltar time) on 23 May 2025. Depositary Interest Holders and Employee Shareholders A voting instruction should be completed by Depositary Interest Holders and Employee Shareholders electronically by logging on to https://www.signalshares.com or via the VOTE+ app as soon as possible and by no later than 9.00am UK time (10.00am Gibraltar time) on 22 May 2025. Alternatively, a hard copy form may be requested from the registrar, MUFG Corporate Markets, and should be completed and returned, in accordance with the instructions printed thereon, as soon as possible and by no later than 9.00am UK time (10.00am Gibraltar time) on 22 May 2024. Depositary Interest Holders who are CREST members may instruct the Depositary how to vote through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. If you are an institutional investor, Depositary Interest Holders may also be able to submit an instruction electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to https://www.proxymity.io . Yours faithfully Lord Jon Mendelsohn Chairman Explanation of business to be considered at the 2025 Annual General Meeting The notes on the following pages give an explanation of the proposed resolutions. Resolutions 1 to 14 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 15 to 17 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution. Resolution 1: Annual Report & Accounts 2024 In accordance with the Gibraltar Companies Act, the Directors will present the Annual Report & Accounts for the financial year ended 31 December 2024 to the general meeting of shareholders. Resolution 2: Directors' Remuneration Report The Directors' Remuneration Report for the financial year ended 31 December 2024 is set out on pages 82-93 of the Company's Annual Report & Accounts 2024. As the Company is Gibraltar incorporated, it is not required to prepare a directors' remuneration report pursuant to the UK Directors' Remuneration Report requirements in Schedule 8 to the UK Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended) (the " DRR Regulations "). The Company has, however, prepared the Directors' Remuneration Report substantially in line with the requirements of the DRR Regulations on a voluntary basis as if the Company were required to do so, as a matter of good governance. The shareholder vote on the Directors' Remuneration Report is advisory in nature and the Directors' entitlement to remuneration is not conditional on it. The Board will take the outcome of the vote into consideration in setting the Company's remuneration policy for its Directors. Resolutions 3 to 11: Election and re-election of Directors In accordance with the Company's Articles of Association, all Directors of the Company will retire at the Annual General Meeting and are offering themselves for re-election. In proposing the election or re-election of the Directors, the Chairman has confirmed that, following formal performance evaluation, each individual continues to make an effective and valuable contribution to the Board and demonstrates commitment to the role. Details of the Board evaluation process in relation to the Directors can be found on pages 68 and 71 of the Company's Annual Report & Accounts 2024. Following a rigorous search process by the Nominations Committee, the Company seeks shareholder approval for the appointment of Non-Executive Director, Susan Standiford. Biographical details of the current Directors are shown on pages 62-63 of the Company's Annual Report & Accounts 2024. Resolution 12: Reappointment of auditors The Company's independent auditors must be appointed or reappointed each year at the Annual General Meeting. The Directors propose that, following the recommendation of the Audit & Risk Committee, Ernst & Young LLP and EY Limited, Gibraltar (together, " EY "), be reappointed as auditors, including for the purposes of meeting the Company's statutory requirements under Section of the Gibraltar Companies Act, as amended, and the filing of the Company's financial statements in Gibraltar pursuant to Section of the Gibraltar Companies Act 2014, as amended. EY has expressed its willingness to continue in office. Resolution 13: Auditors' remuneration Resolution 13 authorises the Audit & Risk Committee to determine the auditors' remuneration. Resolution 14: Allotment of shares by Directors Resolution 14 is proposed to renew the Directors' authority to allot relevant securities, in line with UK institutional shareholder guidelines. Paragraph (a)(i) of the resolution will allow the Directors to allot relevant securities up to a maximum nominal amount of £749,521.78 representing no more than one-third (33.33%) of the Company's Ordinary Share capital in issue as at 28 February 2025, being the latest practicable date prior to the publication of this Notice, such amount to be reduced by the nominal amount of any equity securities allotted under paragraph (a)(ii) in excess of £749,521.78. In accordance with institutional guidelines issued by The Investment Association, paragraph (a)(ii) of the resolution will allow Directors to allot, including the relevant securities referred to in paragraph (a)(i), further of the Company's shares in connection with a pre-emptive offer (including by way of a rights issue or open offer) to up to a maximum nominal amount of £1,499,043.56, representing no more than two-thirds (66.66%) of the Company's Ordinary Share capital in issue as at 28 February 2025, being the latest practicable date prior to the publication of this Notice, such amount to be reduced by any relevant securities allotted under paragraph (a)(i). This authority will expire upon the earlier of: (i) the conclusion of the next Annual General Meeting of the Company after passing this resolution; and (ii) 30 June 2026. The Directors have no present intention of exercising this authority. The Company does not hold any shares in treasury. Resolution 15: Share buyback Resolution 15 is to authorise the Company to purchase its own shares. Background to and reasons for the Company to purchase its own shares In certain circumstances it may be advantageous for the Company to purchase its own shares. The Board considers it desirable for the general authority to purchase its own shares to be available to provide maximum flexibility in the management of the Company's capital resources.