Notice of General Meeting
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Cerillion plc, the billing, charging and customer relationship management software solutions provider, announces that it will be convening a General Meeting. This is in order to ratify the payment of historic dividends and make good procedural requirements under the Companies Act 2006 (the "Act").
The Act provides that a public company may, amongst other things, pay a dividend out of its distributable profits. The Company has become aware that whilst the Company had sufficient distributable profits at all relevant times, it did not file the requisite interim accounts at Companies House to satisfy the procedural requirements of the Act before making the relevant distributions.
The Company is therefore convening a general meeting to seek approval from shareholders to provide the Board with necessary authorities to enter into certain waivers (the "Waivers"). The Waivers will put the recipient shareholders of the relevant distributions and the Company in the position in which they were always intended to be, had the relevant actions been made in accordance with the Act, insofar as practically possible.
The General Meeting will be held at 9.00 a.m. on Friday, 16 May 2025 as an electronic meeting, and the Notice of General Meeting, which provides full details of the resolution, will be available shortly on the Company's website.
The Company confirms that the above has no bearing on the Company's financial position, which remains as reported on 14 April 2025.
Related Party Transaction
The Waivers are deemed to be related party transactions pursuant to AIM Rule 13 of the AIM Rules for Companies. Given the interests of the directors in the Waivers the Company's directors cannot recommend that shareholders vote in favour, as they are not independent. However, they recommend that Shareholders vote. Notwithstanding this, the Board has been advised by Panmure Liberum, in its capacity as the Company's Nominated Adviser, that the Waivers are fair and reasonable so far as the Shareholders are concerned.
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