notice of annual general meeting fulcrum utility services limited
Contents
1. order to allot Equity Securities in respect of the Marwyn Participation Option and the Management Participation Shares as defined in the Articles of Association is still effective as this authority expires five years from the date that resolution was passed Resolution 7 authorises the Directors to allot Equity Securities as follows i any allotment in connection with a rights issue and ii up to an aggregate nominal amount of 51 436 being an amount equal to one third of the issued ordinary share capital of the Company at the date of this letter The authority granted by this resolution will expire on the earlier of 25 February 2015 and the conclusion of the next annual general meeting of the Company 904990372 4 f Resolution 8 Authority to dis apply pre emption rights Under article 5 5 of the Articles of Association the Directors may not allot certain Equity Securities as defined in the Articles of Association unless a pre emptive offer is first made to Shareholders The Directors can allot Equity Securities as if this article did not apply to such allotment if authorised to do so by special resolution of the Company and that authority should state the maximum amount of Equity Securities that can be allotted under the authority and the date on which the authority expires which is not to be more than five years from the date of the resolution granting the authority is passed The general authority granted to the Directors at2. the last general meeting of the Company held on 25 September 2012 will expire at the conclusion of the Annual General Meeting The authority granted to Directors to allot up to a maximum nominal amount equal to 20 per cent of the fully diluted issued share capital of the Company from time in order to allot Equity Securities in respect of the Marwyn Participation Option and the Management Participation Shares as if article 5 5 of the Articles of Association does not apply is still effective as this authority expires five years from the date that resolution was passed Resolution 8 authorises the Directors to allot Equity Securities for cash as if article 5 5 of the Articles of Association did not apply to i any allotment in connection with a rights issue and ii up to an aggregate nominal amount of 15 430 being an amount equal to approximately 10 per cent of the issued ordinary share capital of the Company at the date of this letter The authority granted by this resolution will expire on the earlier of 25 February 2015 and the conclusion of the next annual general meeting of the Company 904990372 4 3 Action to be taken at the Annual General Meeting Shareholders will find enclosed a Form of Proxy for use at the Annual General Meeting Holders of Depository Interests will find enclosed a Form of Direction Form of Proxy For the Form of Proxy to be valid it must be completed and executed in accordance with the instructions p
3. Securities Regulations 2001 i In the case of joint holders of shares the vote of the senior who tenders the vote whether in person or by proxy will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which names stand in the Register in respect of the joint holding In the case of joint holders of Depository Interests the Form of Direction may be signed by any of the holders but the names of all of them should be stated The vote of the first named holder in the register of Depository Interests will be accepted to the exclusion of the votes of the other joint holders in respect of the joint holding j Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares In order to attend and vote at the Annual General Meeting a corporate representative must bring evidence of his authority k A copy of this notice can be found at the Company s website www fulcrumutilityserviceslimited co uk 904990372 4 11 904990372 4 12
4. THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to what action you should take you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000 If you have sold or transferred all of your shares in Fulcrum Utility Services Limited please forward this document together with the accompanying documents as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares FULCRUM UTILITY SERVICES LIMITED Incorporated in the Cayman Islands under the Companies Law 2012 Revision with registered number 234240 Notice of Annual General Meeting Notice of an annual general meeting to be held at the offices of the Company at 12 00 p m on 26 September 2013 is set out on pages 7 to 11 of this document The action to be taken in respect of the General Meeting is set out at page 6 of this document If you are a Shareholder a Form of Proxy for use at the Annual General Meeting is enclosed Whether or not you plan to attend the Annual General Meeting please complete and sign the Form of Proxy and return it to the Company s Registrars Capita Registrars The Registry 34 Beckenham Road Beckenham Kent BR3 4TU as soon as possible and in any event so that it is received by the Registrars by no l
5. at are to be proposed at the Annual General Meeting As ordinary business resolutions 1 to 6 are proposed as ordinary resolutions and as special business resolution 7 is proposed as an ordinary resolution and resolution 8 is proposed as a special resolution a Resolution 1 Approval of 2013 Annual Report The Directors must present the 2013 Annual Report to Shareholders at the Annual General Meeting Resolution 1 approves the 2013 Annual Report b Resolution 2 Directors Remuneration Report The Directors must present the Directors remuneration report which is contained in the 2013 Annual Report to Shareholders Resolution 2 approves the Directors Remuneration Report 904990372 4 3 c Resolutions 3 and 4 Appointment and remuneration of auditors The Company is required to appoint Auditors at every annual general meeting at which accounts are presented to Shareholders The Company s current Auditors are KPMG Audit Plc Due to a restructuring of KPMG s audit business KPMG Audit Plc will resign as Auditors following completion of the audit for the year ended 31 March 2013 KPMG LLP will be appointed as Auditors until the conclusion of the next annual general meeting of the Company at which accounts are presented to Shareholders Resolution 3 approves the appointment of KPMG LLP as Auditors of the Company and resolution 4 authorises the Directors to negotiate and agree the remuneration and payment of the Auditors d Resolution
6. ater than 12 00 p m on Tuesday 24th September 2013 being 48 hours prior to the Annual General Meeting The completion and return of the Form of Proxy will not prevent you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you wish to do so If you are a holder of Depository Interests a Form of Direction for use at the Annual General Meeting is enclosed Whether or not you plan to attend the Annual General Meeting please complete and sign the Form of Direction and return it to the Company s Depository Capita IRG Trustees Limited Proxy Department The Registry 34 Beckenham Road Beckenham Kent BR3 4TU as soon as possible and in any event so that it is received by the Depository by no later than 12 00 p m on Monday 23rd September 2013 being 72 hours prior to the Annual General Meeting CREST members may use the CREST appointment service to submit the Form of Direction which should be submitted to Capita Registrars RA10 using the procedures described in the CREST manual On receipt of the Form of Direction the Company s Depository Capita Registrars will vote at the Annual General Meeting either in person or by proxy on the behalf of the holders of Depository Interests as directed by the Depository Interest holder in the Form of Direction 904990372 4 1 DEFINITIONS The following definitions apply throughout this document unless the context requires otherwise Annual Ge
7. ay 23rd September 2013 being 72 hours prior to the Annual General Meeting 904990372 4 10 h If you are a holder of Depository Interests representing ordinary shares in the capital of the Company Depository Interests may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST User 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 CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Annual General Meeting and any adjournment s of it by using the procedures described in the CREST Manual available from https www euroclear com site public EUI 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 by means of CREST to be valid the appropriate CREST message a CREST Proxy Instruction must be properly authenticated in accordance with Euroclear UK amp Ireland Limited s EUI specifications and must contain the information required for such instructions as de
8. be limited to the allotment of Equity Securities a in connection with a rights issue and so that for this purpose rights issue means an offer of Equity Securities open for acceptance for a period fixed by the directors to holders of Equity Securities on the register of members of the Company on a fixed record date in proportion to their respective holdings of such securities or in accordance with the rights attached to them but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares fractional entitlements or legal or practical problems under the laws of or the requirements of any recognised regulatory body or any stock exchange in any territory and b otherwise than pursuant to the authority contained in paragraph a above up to an aggregate Dated 25 July 2013 By order of the Board nominal amount of 15 430 provided that this authority shall expire unless sooner revoked or altered by the Company in a general meeting at the earlier of the conclusion of the next annual general meeting of the Company to be held after the date of the passing of this resolution and 25 February 2015 save that the Company may before that expiry make an offer or agreement which would or might require Equity Securities to be allotted after that expiry and the directors may allot Equity Securities in pursuance of that offer or agreement as if the power conferred by this resolut
9. edient in relation to treasury shares fractional entitlements or legal or practical problems under the laws of or the requirements of any recognised regulatory body or any stock exchange in any territory and b otherwise than pursuant to the authority contained in paragraph a above up to a maximum aggregate nominal amount of 51 436 provided that this authority shall expire unless sooner revoked or altered by the Company in a general meeting at the earlier of the conclusion of the next annual general meeting of the Company after the passing of this resolution and 25 February 2015 save that the Company may before that expiry make an offer or agreement which would or might require Equity Securities to be allotted after that expiry and the directors of the Company may allot Equity Securities in pursuance of that offer or agreement as if the authority conferred by this resolution had not expired 904990372 4 SPECIAL RESOLUTION As special business to consider and if thought fit pass Resolution 8 as a special resolution 8 That subject to the passing of Resolution 7 above the directors of the Company be empowered pursuant to article 5 8 of the Articles and in substitution for any previous power conferred on the directors pursuant to that article to allot Equity Securities pursuant to the authority conferred by Resolution 7 above as if article 5 5 of the Articles did not apply to that allotment provided that this power shall
10. f the Company s auditors and directors contained in them be and are now received and adopted 2 THAT the directors remuneration report contained within the 2013 Annual Report be and is now adopted and approved 3 THAT KPMG LLP be and are now appointed as auditors to the Company to hold office until the conclusion of the next annual general meeting of the Company 4 THAT the directors of the Company be and are now authorised to determine the remuneration of the auditors 5 THAT having retired by rotation under the articles of association of the Company the Articles Philip Holder be and is now re elected as a director of the Company 6 THAT having retired by rotation under the Articles Mark Watts be and is now re elected as a director of the Company 904990372 4 7 7 THAT the directors of the Company be empowered to allot Equity Securities as defined in the Articles to such persons and at such times and on such terms as they think proper a in connection with a rights issue and so that for this purpose rights issue means an offer of Equity Securities open for acceptance for a period fixed by the directors to holders of Equity Securities on the register of members of the Company on a fixed record date in proportion to their respective holdings of such securities or in accordance with the rights attached to them but subject to such exclusions or other arrangements as the directors may deem necessary or exp
11. ion had not expired Registered Office Ugland House PO Box 309 Grand Cayman Cayman Islands KY1 1 104 904990372 4 NOTES a The general meeting of the Company which took place on 5 July 2010 granted the authority to Directors to i allot Equity Securities as defined in the Articles and ii allot Equity Securities as if the pre emption provisions in the Articles did not apply to that allotment up to a maximum nominal amount equal to 20 per cent of the fully diluted issued share capital of the Company from time in order to allot Equity Securities in respect of the Marwyn Participation Option and the Management Participation Shares as defined in the Articles This authority is still effective as it expires five years from the date that the resolutions were passed b In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001 the Company gives notice that only those shareholders entered on the Company s register of members for certificated or uncertificated shares Register at 6 00 pm on Tuesday 24th September 2013 the Specified Time will be entitled to attend or vote at the Annual General Meeting in respect of the number of shares registered in their name at that time Changes to entries on the Register after the Specified Time will be disregarded in determining the rights of any person to attend or vote at the Annual General Meeting Should the Annual General Meeting be adjourned to a time not m
12. neral Meeting the annual general meeting of the Company to be held at 12 00 p m on Thursday 26th September 2013 at the offices of the Company 2 Europa View Sheffield S9 1XH notice of which is set out at the end of this document the articles of association of the Company from time to time Auditors the auditors of the Company from time to time Articles of Association 2012 Annual Report the report and accounts of the Company for the period from 1 April 2012 to 31 March 2013 which includes the Directors report the Auditors report and the Directors remuneration report the board of directors of the Company from time to time Company Fulcrum Utility Services Limited a company incorporated in the Cayman Islands under the Companies Law 2012 Revision with registered number 234240 Depository Capita IRG Trustees Limited a company incorporated in England and Wales Depository Interests the dematerialised depository interests of the Company created pursuant to and issued on the terms of the deed poll dated 18 December 2009 between the Depository and the Company Directors the directors of the Company from time to time each a Director Form of Direction the form of direction to be used by Depository Interest holders in respect of the Annual General Meeting Form of Proxy the form of proxy to be used by Shareholders in respect of the Annual General Meeting Notice of Annual General Meeting
13. older s behalf as directed by the Depository Interest holder in the Form of Direction 4 Recommendation The Directors consider that all resolutions to be put to the Annual General Meeting are in the best interests of the Company and the Shareholders as a whole and are most likely to promote the success of the Company for the benefit of its Shareholders as a whole Accordingly the Directors unanimously recommend that Shareholders vote in favour of all the proposed resolutions as the Directors intend to do in respect of their own beneficial shareholdings in the Company Yours sincerely Philip Holder Chairman 904990372 4 6 NOTICE OF ANNUAL GENERAL MEETING FULCRUM UTILITY SERVICES LIMITED Incorporated in the Cayman Islands under the Companies Law 2012 Revision with registered number 234240 NOTICE IS HEREBY GIVEN that the Annual General Meeting of Fulcrum Utility Services Limited the Company will be held at the offices of the Company 2 Europa View Sheffield S9 1XH on Thursday 26th September 2013 at 12 00p m for the following purposes ORDINARY RESOLUTIONS As ordinary business to consider and if thought fit pass Resolutions 1 to 6 inclusive as ordinary resolutions and as special business to consider and if thought fit pass Resolution 7 as an ordinary resolution 1 THAT the financial statements of the Company for the period from 1 April 2012 to 31 March 2013 2013 Annual Report including the reports o
14. ore than 48 hours after the Specified Time that time will also apply for the purpose of determining the entitlement of members to attend and vote and for the purpose of determining the number of votes they may cast at the adjourned Annual General Meeting Should the Annual General Meeting be adjourned for a longer period then to be so entitled members must be entered on the Register at the time which is 48 hours before the time fixed for the adjourned Annual General Meeting or if the Company gives notice of the adjourned Annual General Meeting at the time specified in the notice c If you are a member of the Company at the Specified Time you may appoint a proxy to exercise all or any of your rights to attend speak and vote at the Annual General Meeting You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form d A proxy does not need to be a member of the Company but must attend the Annual General Meeting to represent you Details of how to appoint the Chairman of the Annual General 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 Annual General Meeting you will need to appoint your own choice of proxy not the Chairman and give your instructions directly to them e You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares but m
15. rinted on it and should be returned to the Registrar at Capita Registrars Proxy Department The Registry 34 Beckenham Road Beckenham Kent BR3 4TU as soon as possible and in any event so that it is received by the Registrars by no later than 12 00 p m on Tuesday 24th September 2013 being 48 hours prior to the Annual General Meeting Completion and return of a Form of Proxy will not preclude a Shareholder from attending and voting in person atthe Annual General Meeting Form of Direction For the Form of Direction to be valid it must be completed and executed in accordance with the instructions printed on it and should be returned to the Depository at Capita Registrars Proxy Department The Registry 34 Beckenham Road Beckenham Kent BR3 4TU as soon as possible and in any event so that it is received by the Registrars no later than 12 00 p m on Monday 23rd September 2013 being 72 hours prior to the Annual General Meeting CREST members may use the CREST electronic appointment service to submit the Form of Direction in respect of the Annual General Meeting The Form of Direction should be submitted to Capita Registrars RA10 using the procedures described in the CREST Manual Further details are set out in note h to the Notice of Annual General Meeting On receipt of the Form of Direction the Company s depository Capita IRG Trustees Limited will vote at the Annual General Meeting either in person or by proxy on the Depository Interest h
16. s 5 and 6 Retirement by rotation and re election of Directors The Articles of Association require that at the Annual General Meeting at least one third of the Directors should retire by rotation each year Accordingly Mark Watts and will retire this year and each of us will offer himself for re election Following formal performance evaluation the Board has determined that the performance of each of the retiring Directors continues to be effective and each of the retiring Directors continues to demonstrate commitment to his role Resolutions 5 and 6 approve the re election of the retiring Directors e Resolution 7 Authority to allot shares Under the Articles of Association the Directors may not allot Equity Securities as defined in the Articles of Association unless they have been authorised to do so by an ordinary resolution of the Company and that authority must state the maximum amount of Equity Securities that may be allotted and the date on which the authorisation shall expire which must not be more than five years from the date on which the resolution granting the authority is passed The general authority granted to the Directors at the last general meeting of the Company held on 25 September 2012 will expire at the conclusion of the Annual General Meeting The authority granted to Directors to allot up to a maximum nominal amount equal to 20 per cent of the fully diluted issued share capital of the Company from time to time in
17. scribed in the CREST Manual The message must be transmitted so as to be received by the issuer s agent ID by 12 00 p m on Monday 23rd September 2013 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 CREST members and where applicable their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages 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 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 Uncertificated
18. the notice convening the Annual General Meeting set out on pages 7 to 11 of this document Registrar Capita Registrars Guernsey Limited a company incorporated in Guernsey and Shareholders the holders of ordinary shares of the Company from time to time each being a Shareholder 904990372 4 2 PART LETTER FROM THE CHAIRMAN OF FULCRUM UTILITY SERVICES LIMITED FULCRUM UTILITY SERVICES LIMITED Incorporated in the Cayman Islands under the Companies Law 2012 Revision with registered number 234240 Philip Holder Chairman PO Box 309 Marcus Green Chief Financial Officer Ugland House Mark Watts Non executive Director Grand Cayman Stephen Gutteridge Non executive Director KY1 1 104 Cayman Islands To the Shareholders and holders of Depository Interests of 12013 Fulcrum Utility Services Limited Dear Shareholder Depository Interest Holder Annual General Meeting 1 Introduction am pleased to be writing to yo u with details of the business to be transacted at the Annual General Meeting of the Company which will be held at 12 00 p m on Thursday 26th September 2013 at the offices of the Company 2 Europa View Sheffield S9 1XH The Notice of Annual General Meeting is set out at pages 7 to11 at the end of this letter A copy of the 2013 Annual Report is enclosed with this document 2 Summary of the resolutions to be proposed at the Annual General Meeting Set out below is an explanation of the resolutions th
19. ust attend the Annual General Meeting in person You may not appoint more than one proxy to exercise rights attached to any one share To appoint more than one proxy you may photocopy the proxy form Please indicate the proxy holder s name and the number of shares in relation to which they are authorised to act as your proxy which in aggregate should not exceed the number of shares held by you Please indicate if the proxy instruction is one of multiple instructions being given All forms must be signed and should be returned together in the same envelope f For the Form of Proxy to be valid it must be completed and executed in accordance with the instructions printed on it and should be returned to the Registrar at Capita Registrars Proxy Department The Registry 34 Beckenham Road Beckenham Kent BR3 4TU as soon as possible and in any event to be received by the Registrar by not later than 12 00 p m on Tuesday 24th September 2013 being 48 hours prior to the Annual General Meeting Completion and return of a Form of Proxy will not preclude a member from attending and voting in person at the Annual General Meeting g For the Form of Direction to be valid it must be completed and executed in accordance with the instructions printed on it and should be returned to the Depository at Capita Registrars Proxy Department The Registry 34 Beckenham Road Beckenham Kent BR3 4TU as soon as possible and in any event by not later than 12 00 p m on Mond
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