December 6, 2023
Edufocal Limited (LEARN) has advised that at its Annual General Meeting held on November 29, 2023, the following resolutions were unanimously passed:
Resolution 1: “THAT the Audited Financial Statements for the year ended 31 December 2022 and the reports of the Directors and Auditors circulated with the Notice convening the meeting be and are hereby adopted.”
Resolution 2: “THAT each of the issued ordinary shares in the capital of the Company be subdivided into such number of ordinary shares as the Directors and/or any duly appointed Committee of Directors shall determine.”
Resolution 3.1 and 3.2:
“3.1 THAT the Company hereby approves the issue of ordinary shares (in this resolution “New Ordinary Shares”) as part of the authorised capital of up to 500,000,000 ordinary shares (or such greater amount as the Directors in their absolute discretion may approve) currently unissued for the purposes of raising capital for the benefit of the Company, the same to be offered to the holders of ordinary shares/stock units by way of a Renounceable Rights Issue on such terms (including the number of New Ordinary Shares, the price per New Ordinary Share, the proportion of New Ordinary Shares to be offered in relation to existing ordinary shares/stock units held by the holders thereof and the record date for determining the eligibility of such ordinary stockholders to subscribe for New Ordinary Shares) in each case as the Directors and/or any duly appointed Committee of Directors shall determine, AND THAT the Directors be authorised to dispose of all such New Ordinary Shares not taken up by holders of ordinary shares/stock units to whom the offer is made, in all such cases on terms and conditions as the Directors may consider expedient in their absolute discretion. FURTHER that on issue, the New Ordinary Shares including the New Ordinary shall be converted and/or confirmed to be ordinary stock units, save that same shall rank in all respects pari passu with the existing ordinary stock units of the Company.
3.2 THAT the Directors and the Secretary of the Company do execute all steps and documents and are hereby authorized to execute all steps and documents in order to implement and effectuate the Renounceable Rights Issue, in each case as aforementioned and to dispose of all such New Ordinary Shares not taken up by Allottees and the New Ordinary Shares on terms and conditions as the Directors may consider expedient in their absolute discretion.”
Resolution 4: “THAT the following Directors who retire in accordance with the Articles of Incorporation and who being eligible, offer themselves for re-appointment, be hereby reappointed en bloc:- Shauna Fuller Clarke, Kevin Donaldson, Lloyd Swaby.”
Resolution 5: “THAT Baker Tilly, Chartered Accountants, having signified their willingness to serve, continue in the office as Auditors of the Company pursuant to Section 154 of the Companies Act to hold office until the conclusion of the next Annual General Meeting at a remuneration to be fixed by the Directors of the Company.”
Resolution 6: “THAT the amount shown in the Financial Statements of the Company for the year ended 31 December 2022 for fees of the Directors be and is hereby approved.”
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