# ANNUAL GENERAL MEETING NOTICE
Date: 5 January 2034
Parties: Wisteria Components Limited and its members
## 1. Purpose and parties
Wisteria Components Limited (company number 09471628) gives its members formal notice that its annual general meeting will be held on Monday 23 January 2034 at 10:00 am at 4 Meridian Court, Cambridge CB4 2NZ. The meeting is for members on the register on 5 January 2034, and the board has authorised this notice under the company's articles. The chair will be Helen Carter, an independent non-executive director. The articles set a quorum of two members personally present, unless the statutory single-member exception applies.
## 2. Facts, scope and terms
This notice is dated and sent on 5 January 2034. For a private company, section 307 of the Companies Act 2006 requires at least 14 clear days unless the articles require longer. The notice gives 17 clear days: 6 to 22 January inclusive, excluding both the date of this notice and the meeting date. It is therefore not intended to shorten any longer contractual or articles-based period. Members may attend in person or appoint a proxy.
## 3. Process and responsibilities
The ordinary business is to receive the audited accounts for the year ended 30 September 2033 and the directors' report, approve the directors' remuneration report, re-elect Helen Carter and Marcus Doyle as directors, and reappoint Fenwick & Rowe LLP as auditor while authorising the directors to agree its remuneration. Each ordinary resolution will pass by a simple majority of votes validly cast, and the accounts will remain available for inspection at the registered office.
## 4. Evidence, records and safeguards
The meeting will also consider an ordinary resolution declaring a final dividend of 6.5 pence per ordinary share, payable on Thursday 16 February 2034 to members on the register at close of business on Monday 23 January 2034. There are 240,000 ordinary shares in issue, so the proposed distribution is 240,000 x £0.065 = £15,600.00 before any lawful withholding. The board may not pay it unless the resolution is passed and the Companies Act 2006 requirements are met.
## 5. Review, escalation and outcome
Special business is a resolution to amend article 27 so that a member may receive notices electronically where that member has supplied an address for electronic communication. The explanatory note and marked copy of the proposed article accompany this notice. A special resolution requires at least 75% of votes cast by members entitled to vote; the chair will announce whether the resolution has passed and will arrange any required Companies House filing.
## 6. Reservations and practical protections
A member entitled to attend and vote may appoint one or more proxies under section 324 of the Companies Act 2006, and a proxy need not be a member. The enclosed form must reach the registered office at 4 Meridian Court, Cambridge CB4 2NZ, or companysecretary@wisteriacomponents.co.uk, by 10:00 am on Thursday 19 January 2034. Section 327 of the Companies Act 2006 applies the 48-hour proxy-notice calculation while excluding non-working days: Saturday 21 and Sunday 22 January are excluded when counting back from the Monday 23 January meeting, producing that Thursday deadline. A proxy instruction does not prevent a member attending, although the proxy's authority will end if the member votes personally.
## 7. England and Wales law and completion
The notice, accounts, reports, proposed article 27 and proxy form are available at the registered office from 5 January 2034. Members may ask Company Secretary Naomi Price for reasonable accessibility arrangements by 16 January. The minutes will record attendance, voting figures and the result of every resolution. The chair will handle member questions within the business of the meeting, and a proxy vote follows the member's instruction and the time of submission; a defective form will not count as a valid vote. Members may ask the Company Secretary about the legality of the dividend, and a copy of the minutes will be retained as a company record and made available for inspection. If there is no quorum, the chair will address adjournment under the articles and notify members of any resulting change to the dividend payment date. The meeting and any dividend decision remain subject to the articles and the Companies Act 2006; this completed fictional notice is governed by the law of England and Wales and records no resolution as passed before the meeting.