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Vianet : 2025 AGM Notice (pwapBTk9IclykzpSderTTnUDuE)
Vianet : 2025 AGM Notice
About this update from Vianet Group Plc
THIS DOCUMENT IS IMPORTANT and requires your immediate attention. If you are in any doubt about the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000. Vianet Group plc Notice of Annual General Meeting to be held at 11:30 a.m. on 16 July 2025 at One Surtees Way Surtees Business Park Stockton-on-Tees TS18 3HR If you have sold or transferred all of your registered holding of ordinary shares in the Company, please pass this document and accompanying form of proxy to the stockbroker, bank manager or other agent through whom the sale was effected for transmission to the purchaser or transferee. LETTER FROM THE CHAIRMAN VIANET GROUP plc (Incorporated in England and Wales with registered number 05345684) Directors: J. W. Dickson (Chairman) M. H. Foster (Chief Financial Officer) S. Panu (Non-Executive Director) D. Coplin (Non-Executive Director) Registered Office: One Surtees Way Surtees Business Park Stockton-on-Tees TS18 3HR 19 June 2025 Dear Shareholder, I am pleased to enclose with this letter notice of the 2025 Annual General Meeting ("AGM") of Vianet Group plc which will be held at our registered office being One Surtees Way, Surtees Business Park, Stockton-on-Tees TS18 3HR at 11:30 a.m. on 16 July 2025 (the "Notice"). The Notice appears at the end of this letter. The detailed business to be considered at the AGM is set out in the Notice. However, I would like to draw your attention to the items of business referred to below. Ordinary Business The ordinary business of the AGM consists of six Ordinary Resolutions, each requiring a simple majority of votes cast at the meeting to be passed. The resolutions relate to receiving and adopting the Company's annual accounts for the financial year ended 31 March 2025, the reappointment of directors retiring by rotation, the reappointment of BDO LLP as the Company's auditors, authorising the audit committee of the board of directors to determine the auditors' remuneration and paying a dividend to shareholders. Special Business Resolutions 7 to 9 constitute special business. Resolution 7 is proposed as an Ordinary Resolution and resolutions 8 and 9 as Special Resolutions (which require a 75% majority of votes cast at the meeting to be passed). As in previous years, shareholders' authority is sought to enable the directors to continue to exercise their existing powers to allot unissued shares (resolution 7) and to continue to exercise the power to allot unissued shares for cash otherwise than to existing shareholders pro rata to their respective holdings (resolution 8). Shareholders' authority is also sought to renew the special resolution passed at the Annual General Meeting of the Company held on 18 July 2024 to enable market purchases of the Company's ordinary shares to be made within the parameters set out in resolution 9. Recommendation The Board considers that the proposals described in this letter and the resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders and would promote the success of the Company for the benefit of its shareholders as a whole. Accordingly, the directors recommend that you vote in favour of the resolutions as they intend to do in relation to their own holdings of ordinary shares. Whether or not you will be attending the AGM, I would urge you to complete, sign and return the form of proxy enclosed with this letter or, alternatively, register your proxy electronically in accordance with the instructions on the proxy form. Yours sincerely James Dickson Chairman Notice of Meeting Notice is given that the annual general meeting of Vianet Group plc ("the Company") will be held at One Surtees Way, Surtees Business Park, Stockton-on-Tees TS18 3HR at 11:30 a.m. on 16 July 2025 for the following purposes: Ordinary Business To consider and, if thought fit, to pass the following resolutions which will be proposed as ordinary resolutions: To receive and adopt the Company's annual accounts for the financial year ended 31 March 2025 together with the directors' and auditors' reports on those accounts. To reappoint James Dickson who retires by rotation as a director of the Company. To reappoint Stella Panu who retires by rotation as a director of the Company. To reappoint BDO LLP as auditors of the Company to hold office from the conclusion of the meeting to the conclusion of the next meeting at which the accounts are laid before the Company. To authorise the audit committee of the board of directors to determine the auditors' remuneration. To declare a final dividend upon the recommendation of the directors for the financial year ended 31 March 2025 of 1 pence per ordinary share payable on 1 August 2025 to shareholders who are registered as such at the close of business on the record date of 20 June 2025. Special Business To consider and, if thought fit, to pass the following resolutions, of which resolution 7 will be proposed as an ordinary resolution and resolutions 8 and 9 will be proposed as special resolutions: That the directors be generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (the "Act"), in substitution for all existing authorities to the extent unused, to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company up to an aggregate nominal amount of £966,742, provided that this authority shall, unless renewed, varied or revoked by the Company, expire fifteen months from the date of passing this resolution, or, if earlier, at the conclusion of the next annual general meeting, save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to be granted after such expiry and the directors may allot shares or grant rights in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired. That the directors be given the general power to allot equity securities (as defined by section 560 of the Act) for cash, either pursuant to the authority conferred by resolution 7 or by way of a sale of treasury shares, as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities: in connection with a rights issue or open offer of securities to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings and to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary, but in each case subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and (otherwise than pursuant to paragraph (i) of this resolution 7) to any person or persons up to an aggregate nominal amount of £290,052 and shall expire fifteen months from the date of passing this resolution, or, if earlier, at the conclusion of the next annual general meeting (unless renewed, varied or revoked by the Company prior to or on such date) save that the Company may, before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired. That the Company be generally and unconditionally authorised for the purposes of section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares provided that: the maximum aggregate number of ordinary shares hereby authorised to be purchased is 2,900,516, representing 10% of the Company's issued ordinary share capital at the date of this notice; the minimum price, exclusive of any expenses, which may be paid for an ordinary share is 10 pence; the maximum price, exclusive of any expenses, which may be paid for any such share is an amount equal to 105% of the average of the middle market quotations for an ordinary share taken from the London Stock Exchange AIM All-Share List for the five business days immediately preceding the date on which such share is contracted to be purchased; the authority hereby conferred shall expire on the earlier of 15 July 2026 or the close of the next annual general meeting of the Company; and the Company may make a contract for the purchase of ordinary shares under this authority before the expiry of this authority which would or might be executed wholly or partly after the expiry of such authority and may make purchases of ordinary shares in pursuance of such a contract as if such authority had not expired. BY ORDER OF THE BOARD Company Secretary: Mark Foster Date: 19 June 2025 Registered office: One Surtees Way Surtees Business Park Stockton-on-Tees TS18 3HR Attention : This is an excerpt of the original content. To continue reading it, access the original document here .