29th December 2024

Notice of Seventy Second Annual General Meeting of Berwick Rangers Football Club PLC

BERWICK RANGERS FOOTBALL CLUB PLC

NOTICE is hereby given that the Seventy Second Annual General Meeting of Berwick Rangers Football Club PLC will be held on Monday 27 January 2025 at 7.30pm, in the JB LOUNGE at Shielfield Park Stadium TD15 2EF

The meeting to consider and if thought fit, to pass the following Resolutions, with those numbered 1-3 and 5-7 being proposed as Ordinary Resolutions and those numbered 4 being proposed as Special Resolution, namely:-

1. That the Company’s Annual Accounts for the financial year ended 31st May 2024, together with the Directors’ Report and the Auditors’ Report on those accounts, be received.
2. That, CHRISTOPHER JOHN BUTLER having been co-opted as Directors of the Company on 8th November 2024, be formally confirmed as Director of the Company.
3. Nominations of persons to stand as Director are invited from members of the Company in writing. Nomination Forms should be signed and seconded by members of the Company as well as the nominee. There are maximun of three vacancies.

*Completed Nomination Forms must be delivered to the Registered Office NOT LESS than 72 hours before the time of holding the meeting.

* Nomination papers are available from the Company on email: club@berwickrangers.com

4. That, in accordance with section 551 of the Companies Act 2006 (CA 2006), the Directors be generally and unconditionally authorised to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company (Rights) up to an aggregate nominal amount of £100,000 provided that this authority shall, unless renewed, varied or revoked by the Company, expire on 31st January 2026 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 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.

This authority is in substitution for all previous authorities conferred on the Directors in accordance with section 80 of the Companies Act 1985 or section 551 of the CA 2006 but without prejudice to any allotment of shares or grant of Rights already made or offered or agreed to be made pursuant to such authorities.

5. That, subject to the passing of resolution 4 above and in accordance with section 570 of the CA 2006, the Directors be generally empowered to allot equity securities (as defined in section 560 of the CA 2006) pursuant to the authority conferred by this resolution, as if section 561(1) of the CA 2006 did not apply to any such allotment, provided that this power shall:

Be limited to the allotment of equity securities up to an aggregate nominal amount of £50,000; and expire 31stJanuary 2026 (unless renewed, varied or revoked by the Company prior to or on that 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.

6. That Riverside Accountancy Lancaster Limited be appointed as Auditors of the Company.
7. That the Board be authorised to settle the remuneration of the Auditors for 2025.
8. To transact any other business which may properly be transacted at an Annual General Meeting, any matters to be raised under any other business should be lodged in writing to the Registered Office no later than 48 hours prior to the meeting date. This may also be done by email to club@berwickrangers.com

BY ORDER OF THE BOARD​​​​​Dated:27th December 2024

Signed by Company Secretary​​

M. R. Pentecost

Sanderson McCreath & Edney, 4 Quay Walls, Berwick upon Tweed TD15 1HD

PROXIES:​A member entitled to attend and vote is entitled to appoint a proxy who need not be a member of the Company, to attend and vote ontheir behalf. Proxies must be delivered to the Registered Office NOT LESS than 48 hours before the time of holding the meeting. Proxy Forms are available by emailing club@berwickrangers.com