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Northern Bear : Notice of the Annual General Meeting (Proof 8 AGM July25)
Northern Bear : Notice of the Annual General Meeting (Proof 8 AGM
About this update from Northern Bear Plc
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT OR AS TO WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN PERSONAL ADVICE FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER DULY AUTHORISED PURSUANT TO THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED), WHO SPECIALISES IN ADVISING ON THE ACQUISITION OF SHARES AND OTHER SECURITIES. If you have sold or otherwise transferred all of your registered holding of Ordinary Shares, please immediately forward this document, together with the accompanying Proxy Form, to the purchaser or transferee (or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee). If you have sold or transferred only part of your holding of Ordinary Shares, you should retain these documents and contact the stockbroker, bank or other agent through whom the sale or transfer was effected immediately. NORTHERN BEAR PLC (Registered in England and Wales under No. 5780581) Notice of Annual General Meeting This document should be read in its entirety. Your attention is drawn to the letter from the Chairman of Northern Bear, which is set out on pages 2 to 4 (inclusive) of this document and which contains a recommendation by the Directors that you vote in favour of the Resolutions to be proposed at the Annual General Meeting referred to below. Copies of this document are available from the Company's registered office from the date of this document until the date of the Annual General Meeting. This document will also be available for download from the Company's website: https://www.northernbearplc.com . Notice of the Annual General Meeting to be held at A1 Grainger, Prestwick Park, Prestwick, Newcastle upon Tyne, NE20 9SJ at 1:00pm on 9 th September 2025, is set out on pages 5 to 10 of this document. To be valid, the enclosed Proxy Form should be completed and returned, in accordance with the instructions printed thereon, to the Company's registrar, MUFG Corporate Markets, PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, as soon as possible but in any event so as to arrive no later than 1:00pm on 5 th September 2025. This document does not constitute, or form part of, any offer or invitation to issue, or any solicitation of any offer to subscribe for, any ordinary shares in Northern Bear plc. DEFINITIONS The following definitions apply throughout this document (including the notice of the Annual General Meeting) and in the accompanying Proxy Form, unless the context requires otherwise: 2006 Act : the Companies Act 2006. Annual General Meeting or AGM : the annual general meeting of the Company to be held at A1 Grainger, Prestwick Park, Prestwick, Newcastle upon Tyne, NE20 9SJ on 9 th September 2025 (and any adjournment thereof). AIM : the market known as AIM operated by the London Stock Exchange. Company or Northern Bear : Northern Bear plc (incorporated in England and Wales with company number 5780581) whose registered office is located at A1 Grainger, Prestwick Park, Prestwick, Newcastle Upon Tyne, England, NE20 9SJ. Directors or Board : the board of directors of the Company whose names are set out on page 2 of this document (or any duly authorised committee thereof). Issued Share Capital : the existing issued Ordinary Shares, excluding those Ordinary Shares held in treasury. London Stock Exchange : London Stock Exchange plc. Option Holders : holders of existing options to subscribe for Ordinary Shares. Ordinary Shares : the ordinary shares of 1 pence each comprised in the capital of the Company. Proxy Form : the form of proxy (for use by Shareholders in connection with the Annual General Meeting) which accompanies this document. Resolutions : the resolutions to be proposed at the Annual General Meeting (and a reference to a Resolution is to the relevant resolution set out in the notice of Annual General Meeting contained in this document). Rights : rights to subscribe for or to convert any security into shares in the Company. 1 Shareholders : holders of Ordinary Shares. LETTER FROM THE DIRECTORS OF NORTHERN BEAR PLC Directors: Registered and Head Office: Martin Brett Boden A1 Grainger Simon Alexander Carr Prestwick Park John Peter Davies Prestwick Steven Mark Roberts Newcastle upon Tyne Harry Jacob Samuel NE20 9SJ 21 st July 2025 To the Shareholders and, for information only, to the Option Holders NOTICE OF ANNUAL GENERAL MEETING Dear Shareholder Introduction We are pleased to be writing to you with details of the Company's Annual General Meeting, to be held at A1 Grainger, Prestwick Park, Prestwick, Newcastle upon Tyne, NE20 9SJ on 9 th September 2025 at 1:00pm. The purpose of this document is to set out the details of the ordinary and special business which is to be put to Shareholders at the AGM, to explain why the Directors consider the Resolutions to be in the best interests of the Company and Shareholders as a whole and to provide you with details of the AGM. Format of the AGM The AGM will be held as an in-person meeting. Shareholders (or their proxies) intending to attend the AGM in person are requested, if possible, to pre-register their intention to do so by email to [email protected] by 10:00am on 5th September 2025 and to arrive at the AGM venue at least 15 minutes prior to the commencement of the meeting, so that shareholdings may be checked against the Company's register of members and attendances recorded. Any changes to the arrangements for the meeting will be published on the Company's website at https://northernbearplc.com/investor-relations/ . Resolutions Shareholders are being asked to vote on 14 Resolutions at the AGM. Resolutions 1 to 10 relate to the routine business of the AGM. Resolutions 11 to 14 relate to special business. The Resolutions are summarised and explained below. Resolution 1: Report and financial statements Resolution 1 is to receive and consider the Directors' and Auditor's Reports and Financial Statements for the year ended 31 st March 2025. Resolution 2: Authority for the Directors to declare and pay a final dividend The Directors propose the payment of a final dividend for the year ended 31 st March 2025. The amount of dividend proposed is two and one half pence (2.5p) per Ordinary Share. The dividend will be paid on 24 th September 2025, to the Shareholders at the close of business on 29 th August 2025. Accordingly, Resolution 2 authorises the Directors to declare and pay a final dividend for the year ended 31 st March 2025. Resolutions 3, 4, 5,6, 7 and 8 : Re-election and election of Directors Martin Brett Boden, Simon Alexander Carr, John Peter Davies, Harry Jacob Samuel and Steven Mark Roberts are each standing for re-election as directors of the Company, as recommended by provision 18 of Section 1 of the UK Corporate Governance Code. 2 Julian Nigel Davis, having been appointed to the Board as Chief Financial Officer since the Company's last annual general meeting is also standing for election as a director of the Company. Resolutions 9 and 10: Re-appointment of Auditor and remuneration Resolution 9 is for the re-appointment of Saffery LLP as auditor of the Company. Resolution 10 is to authorise the Directors to determine the remuneration of Saffery LLP as auditor of the Company Resolution 11: Authority for the Directors to declare and pay a special dividend Having regard to the exceptional performance during the financial year, the Board propose to distribute funds which are deemed surplus to strategic requirements. Accordingly, the Directors also propose a special dividend for the year ended 31 st March 2025. The amount of dividend proposed is one pence (1.0p) per Ordinary Share. The dividend will be paid on 24 th September 2025, to the Shareholders at the close of business on 29 th August 2025. Accordingly, Resolution 11 authorises the Directors to declare and pay a special dividend. The approval of this resolution is not conditional upon the approval of Resolution 2, nor is the approval of Resolution 2 dependent upon the approval of Resolution 11. Resolutions 12 and 13: Authority to allot shares and dis-apply pre-emption rights As part of its current strategy, the Company continues to assess acquisition opportunities as they arise. The ability to issue shares for cash without the need for further shareholder approval will enable the Company to take advantage of such opportunities in a timely manner. Accordingly, Resolution 12, which will be proposed as an ordinary resolution, authorises the Directors to allot up to 4,128,082 Ordinary Shares (representing 30 per cent. of the Issued Share Capital). Resolution 13, which will be proposed as a special resolution, confers upon the Directors power to allot up to 688,013 Ordinary Shares (representing 5 per cent of the Issued Share Capital), for cash, without first offering such shares to existing Shareholders. This special resolution also enables the Company, in the event of a rights issue or open offer, to overcome certain practical difficulties which may arise in connection with fractional entitlements. The authorities conferred by Resolutions 12 and 13 shall expire at the earlier of the conclusion of the Company's annual general meeting held in 2026 or (if earlier) 30 th September 2026. Resolution 14: Authority for the Company to purchase its own shares The Directors consider it would be beneficial for the Company to continue to have the power to purchase its own shares in certain circumstances. If the authority were to be granted, the Company would be able to purchase its own shares and either cancel them (so reducing the total number of Company shares in issue) or hold them as treasury shares (if the shares were purchased out of distributable profits), subject to certain limitations. Treasury shares themselves may be cancelled, sold for cash or transferred for the purposes of employee share schemes. All rights attaching to Company shares, including voting rights and the right to receive dividends, are suspended while they are held in treasury. Resolution 14, which will be proposed as a special resolution, authorises the Directors to purchase up to a maximum of 688,013 Ordinary Shares (representing 5 per cent of the Issued Share Capital). The maximum price per Ordinary Share payable on the exercise of the authority shall not be more than five (5) per cent above the average middle market quotations for the Ordinary Shares as derived from the London Stock Exchange Daily Official List for the five (5) business days prior to making any purchase. The minimum price payable shall be an Ordinary Share's nominal value, being 1 penny. The authority will expire at the conclusion of the Company's annual general meeting to be held in 2026 or (if earlier) 30 th September 2026. 3 The Directors will only implement purchases of Ordinary Shares if, after careful consideration, they are satisfied that such purchases are in the best interests of the Company and Shareholders generally and would result in an increase in expected earnings per share. Furthermore, account will be taken of the overall financial implications for the Company. Recommendations The Directors consider that all the proposals to be considered at the Annual General Meeting are in the best interests of the Company and its Shareholders as a whole. The Directors unanimously recommend shareholders vote in favour of the Resolutions set out in the notice of Annual General Meeting, as they intend to do in respect of their own beneficial holdings. Yours sincerely Simon Carr CBE (Non-Executive Chairman) for and on behalf the directors of 4 Northern Bear PLC NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the annual general meeting of Northern Bear plc will be held at A1 Grainger, Prestwick Park, Prestwick, Newcastle upon Tyne, NE20 9SJ on 9 th September 2025 commencing at 1:00pm for the purpose of considering and, if thought fit, passing thereat (or at any adjournment thereof) the following resolutions: Ordinary Business As to the ordinary business of the Company, as follows: To receive and adopt the Company's financial statements for the financial year ended 31 st March 2025 together with the reports of the Directors and auditor thereon. To authorise the Directors to declare and pay to the Shareholders a final dividend in respect of the year ending 31 st March 2025 in an amount equal to two and one half pence (2.5p) per Ordinary Share, which will be paid on 24 th September 2025 to the holders of Ordinary Shares at close of business on 29 th August 2025. To re-elect Martin Brett Boden as a director of the Company. To re-elect Simon Alexander Carr as a director of the Company. To re-elect John Peter Davies as a director of the Company. To re-elect Harry Jacob Samuel as a director of the Company. To re-elect Steven Mark Roberts as a director of the Company. To elect Julian Davis as a director of the Company. To re-appoint Saffery LLP as the Company's auditor, to hold office from the conclusion of this meeting until the conclusion of the next meeting at which accounts are laid before the Company. To authorise the Directors to agree the remuneration of the auditor. Special Business As to special business (of which Resolutions 11 and 12 shall be proposed as ordinary resolutions and Resolutions 13 and 14 as special resolutions), as follows:- To authorise the Directors to declare and pay to the Shareholders a special dividend in an amount equal to one pence (1.0p) per Ordinary Share, which will be paid on 24 th September 2025 to the holders of Ordinary Shares at close of business on 29 th August 2025. That, in accordance with section 551 of the 2006 Act, the Directors be and they are hereby generally and unconditionally authorised to allot shares in the Company or grant Rights up to a maximum aggregate nominal amount of £41,280.82 PROVIDED THAT: this authority shall (unless renewed, varied or revoked by the Company) expire at the earlier of the conclusion of the annual general meeting next held after the passing of this Resolution or 30 th September 2026 (unless renewed or extended prior to or at such meeting); and 5 the Company may, before such expiry, make an offer, agreement or other arrangement which would or might require shares to be allotted or Rights to be granted after the expiry of such period and the Directors may allot shares or grant Rights in pursuance of any such offer, agreement or other arrangements as if the authority conferred hereby had not expired. That, subject to the passing of Resolution 12, the Directors be and they are hereby given the general power to allot equity securities (as defined in section 560 of the said 2006 Act) for cash, either pursuant to the authority conferred upon them by Resolution 12 (as varied from time to time by the Company in general meeting) or by way of a sale of treasury shares, as if section 561(1) of the 2006 Act did not apply to any such allotment PROVIDED THAT: this power shall be limited to: the allotment of equity securities in connection with a rights issue or any other pre-emptive offer in favour of holders of equity securities where the equity securities respectively attributable to the interests of all such holders are proportionate (as nearly as may be) to the respective amounts of equity securities held by them subject only to such exclusions or other arrangements as the Directors may consider appropriate to deal with treasury shares, fractional entitlements, record dates or legal and practical difficulties under the laws of or the requirements of any recognised regulatory body in any territory or otherwise or as regards shares held by an approved depository or in issue in uncertified form or otherwise howsoever; and the allotment (otherwise than pursuant to sub-paragraph (a)(i) above) of equity securities up to an aggregate nominal value of £6,880.13; and this power shall expire on whichever is the earlier of the conclusion of the next annual general meeting of the Company or 30 th September 2026 (unless renewed or extended prior to or at such meeting); and the Company may, before such expiry, make an offer, agreement or other arrangement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer, agreement or arrangement as if the power conferred hereby had not expired. That the Company be and is hereby generally authorised to make market purchases (within the meaning of section 693(4) of the 2006 Act) of Ordinary Shares upon and subject to the following conditions: the maximum aggregate number of Ordinary Shares which may be purchased is 688,013; and Ordinary Shares may not be purchased at a price which is more than 5 per cent. above the average of the middle market quotations for the Ordinary Shares as taken from the London Stock Exchange Daily Official List for the five business days preceding the date of purchase (or at a price which is less than 1 pence per Ordinary Share), and the authority to purchase conferred by this Resolution shall expire on whichever is the earlier of the conclusion of the next annual general meeting of the Company or 30 th September 2026, save that the Company may before such expiry enter into a contract of purchase under which such purchase may be completed or executed wholly or partly after the expiration of this authority. By order of the Board Wendy Edgell 21 tst July 2025 (Company Secretary) Registered Office: A1 Grainger, Prestwick Park, Prestwick, Newcastle upon Tyne, England, 6 NE20 9SJ NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING Defined terms Words and expressions defined in the document of which this notice of meeting forms part shall have the same meaning in this notice of meeting (save where the context otherwise requires). Entitlement to attend and vote Only those members registered on the Company's register of members at: 6.00pm on 5 th September 2025; or if this meeting is adjourned, 48 hours (excluding non-working days) before the time set for the adjourned meeting; shall be entitled to attend, speak and vote at the meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting. Attending the meeting If you wish to attend the meeting in person, the Board requests that, if possible, you pre-register your intention by email to [email protected] by no later than 10:00am on 5th September 2025 and arrive by no later than 12:45pm on 9th September 2025. Any changes to the arrangements for the meeting will be published on the Company's website at https://northernbearplc.com/investor-relations/ . Appointment of proxies If you are a member of the Company who is entitled to attend and vote at the meeting, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the meeting and you should have received the Proxy Form with this notice of meeting. A proxy does not need to be a shareholder of the Company but must attend the meeting to represent you. You can only appoint a proxy using the procedures set out in these notes and the notes to the Proxy Form. If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not have a right to appoint any proxies under the procedures set out in these notes. Please read note 17 below. Shareholders can: appoint a proxy and give proxy instructions by returning the enclosed proxy form by post (see note 11); or if a CREST member, register their proxy appointment by utilising the CREST electronic proxy appointment service (see note 12). Further details of how to appoint the chairman of the meeting or another person as your proxy using the Proxy Form are set out in the notes to the Proxy Form. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the chairman) and give your instructions directly to them. You may appoint more than one proxy, provided that each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against a Resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting. Appointment of proxy using hard copy proxy form 7 The notes to the Proxy Form explain how to direct your proxy how to vote on each Resolution or withhold their vote. To appoint a proxy using the Proxy Form, the form must be: completed and signed; sent or delivered to MUFG Corporate Markets, PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL; and received by MUFG Corporate Markets no later than 1:00pm on 5 th September 2025. In the case of a member which is a company, the Proxy Form must be executed under its common seal (if applicable) or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the Proxy Form is signed (or a duly certified copy of such power or authority) must be included with the Proxy Form. If you have not received a proxy form and believe that you should have one, or if you require additional proxy forms, please contact MUFG Corporate Markets: by e-mail, sent to [email protected] ; or by phone on 0371 6640 300 (between the hours 9:00am and 5:30pm, Monday to Friday, excluding public holidays in England and Wales), quoting the Company's name and the date and time of the meeting and requesting a proxy form. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Appointment of proxy through CREST CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) of it by using the procedures described in the CREST manual (available via https://www.euroclear.com ) (the CREST Manual). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction ) must be properly authenticated in accordance with Euroclear UK & International's ( EUI ) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by MUFG Corporate Markets (CREST Participant ID: RA10) no later than 1:00pm on 5 th September 2025, or, in the event of an adjournment of the meeting, 48 hours (excluding non-working days) before the adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note the EUI does not make available special procedures in CREST for any particular message. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member, or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertified Securities Regulations 2001. Appointment of proxy by joint members 8 In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior). Changing proxy instructions To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Please note that the cut-off time for receipt of proxy appointments also applies in relation to amended instructions. Any amended proxy appointment received after the relevant cut-off time will be disregarded. To change your instructions using another hard-copy Proxy Form, please contact MUFG Corporate Markets: by e-mail, sent to [email protected] ; or by phone on 0371 6640 300 (between the hours 9:00am and 5:30pm, Monday to Friday, excluding public holidays in England and Wales), quoting the Company's name and the date and time of the meeting and requesting another hard-copy Proxy Form. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. Termination of proxy appointments In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice, clearly stating your intention to revoke your proxy appointment, to MUFG Corporate Markets, PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice must be received by MUFG Corporate Markets no later than 1:00pm on 5 th September 2025. If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to note 8 above, your proxy appointment will remain valid. Corporate representatives A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member, provided that no more than one corporate representative exercises powers over the same share. Information rights If you are a person who has been nominated under section 146 of the 2006 Act to enjoy information rights: You may have a right under an agreement between you and the Shareholder who has nominated you to have information rights (the Relevant Member ) to be appointed or to have someone else appointed as a proxy for the meeting. If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Member to give instructions to the Relevant Member as to the exercise of voting rights. Your main point of contact in terms of your investment in the Company remains the Relevant Member (or, perhaps your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from you. The rights relating to proxies set out in note 4 above do not apply directly to nominated persons. Issued shares and total voting rights 9 As at 6:00pm on 30 th June 2025, the Company's issued share capital comprised 13,760,276 Ordinary Shares, exclusive of 5,257,040 Ordinary Shares held by the Company in treasury (which have no right to vote). Therefore, the Company has 13,750,276 Ordinary Shares trading on AIM as at 6:00pm on 30 th June 2025. Each Ordinary Share (excluding the Ordinary Shares held in treasury) carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 6:00pm on 30 th June 2025 is 13,760,276. Documents on display The following documents will be available for inspection at A1 Grainger, Prestwick Park, Prestwick, Newcastle upon Tyne, England, NE20 9SJ from 21 tst July 2025 until the time of the meeting and for at least 15 minutes prior to the meeting and during the meeting: Copies of the service contracts of executive Directors. Copies of the letters of appointment of the non-executive Directors. Communication Except as provided above, shareholders who have general queries about the meeting should use the following means of communication (no other methods of communication will be accepted): by email, sent to [email protected] ; or by phone, on 01661820369 (between the hours 9:00am and 5:30pm, Monday to Friday). Shareholders may not use any electronic address provided either: in this notice of general meeting; or any related documents (including the Directors' letter and Proxy Form); 10 to communicate with the Company for any purposes other than those expressly stated.