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Response to requisition of a General Meeting

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Downing LLP requisitions shareholder vote to remove Robin Totterman and appoint Rocco Benetton as Executive Chairman; Board rejects proposals.

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Inspecs Group plc ("Inspecs", the "Company" and together with its subsidiary undertakings, the "Group"), a leading designer, manufacturer and distributor of eyewear (sunglasses, optical frames, lenses and low vision products), announces that it received on 13 May 2025 a requisition notice (the "Requisition Notice") seeking to convene a general meeting (the "Requisition GM") from Downing LLP ("Downing") (via Seguro Nominees Limited). The Requisition Notice requests that shareholders of the Company vote on ordinary resolutions to:

  • remove Robin Totterman as a director of the Company; and
  • appoint Rocco Benetton as a director of the Company holding the role of Executive Chairman.

The Board unanimously rejects these proposals.

As previously announced, the Board is undertaking a formal search, supported by a leading executive search firm, for a new Independent Non-Executive Chair to succeed Robin Totterman. The search is progressing well, and the Board has included Rocco Benetton in this formal search process, at Downing's request.

Robin will step down from the role of Executive Chair on the appointment of a new independent Non-Executive Chair, which the Board expects to announce as soon as possible after this year's annual general meeting to be held on 3 June 2025 ("AGM").

The Board believes that its formal search process follows generally accepted principles of good corporate governance and will enable the Board to review a broad array of candidates, which in turn will deliver an optimal outcome for all shareholders. Furthermore, the Board believes the independence of the Chair is important for the efficacy of the Board going forward.

The Board also believes that, given his extensive industry knowledge, experience and relationships, Robin Totterman remains valuable to the Group and therefore, as previously announced, he will continue to perform his day-to-day executive functions within the business as well as remaining a director of the Company following the AGM.

With respect to the Requisition Notice, the Board recommends that Shareholders take no action and await a further announcement from the Company, which will be made in due course.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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