DJ Alina Holdings PLC: Notice of AGM
Alina Holdings PLC (ALNA)
Alina Holdings PLC: Notice of AGM
14-May-2026 / 10:06 GMT/BST
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This document is important and requires your immediate attention. If you are in any doubt as to any aspect of the
proposals in this document or the action you should take, you should seek your own advice from a stockbroker,
solicitor, accountant, or other independent professional adviser. If you have sold or otherwise transferred all your
shares in the Company, please forward this document, and the enclosed Form of Proxy, as soon as possible to the
purchaser or transferee or to the person who arranged the sale or transfer so they can pass this document to the person
who now holds the shares.
Alina
Holdings PLC
Notice of Annual General Meeting
Alina Holdings PLC
(company number 05304743) (the "Company")
NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "Meeting") of the Company will be held at Anjuna, 28 Avenue
de la Liberté, 06360 Eze, France on 17 June 2026 at 10.30 am (CEST), for the purpose of considering and, if thought
fit, passing the following resolutions which will be proposed as to resolutions 1 to 5 as ordinary resolutions and as
to resolutions 6 to 8 as special resolutions. The financial statements for the company for the 12 month period ended 31
December 2025 were published on the 30 April 2026. This notice and associated proxy form will be available on the
Company's website shortly.
The Directors consider that all the resolutions to be put to the Meeting are in the best interests of the Company and
its shareholders as a whole and unanimously recommend shareholders to vote in favour of all the proposed resolutions.
The Directors intend to vote, in respect of their own beneficial holdings, in favour of all the proposed resolutions.
Ordinary Business
1. To receive and adopt the report of the Directors and the financial statements of the Company for the 12
months period ended 31 December 2025, together with the report of the auditors thereon.
2. To approve the Remuneration Report contained in the report of the Directors and the financial statements
for the 12 months' period ended 31 December 2025.
3. To re-appoint RPG Crouch Chapman LLP as auditors to the Company, to hold office until the conclusion of
the next general meeting at which accounts are laid before the Company, and to authorise the Directors to determine
their remuneration.
4. To re-elect Martyn Porter as a director in accordance with article 112 of the Company's Articles of
Association.
Special Business
5. THAT the Directors be generally and unconditionally authorised in accordance with Section 551 of the
Companies Act 2006 (the "Act") to allot shares in the Company or grant rights to subscribe for or to convert any
securities into shares in the Company ("Relevant Securities") up to a maximum aggregate nominal amount of GBP75,650
provided that this authority shall expire at the conclusion of the next annual general meeting of the Company or,
if earlier, fifteen (15) months from the date of passing this Resolution save that the Company may before such
expiry make an offer or agreement which would or might require Relevant Securities to be allotted after such expiry
and the Directors may allot Relevant Securities in pursuance of such an offer or agreement as if the authority
conferred had not expired.
6. THAT, subject to and conditional on, the passing of Resolution 5, the Directors be empowered, pursuant to
Section 570 of the Act, to allot equity securities (within the meaning of Section 560 of the Act) or sell ordinary
shares (as defined in section 560(1) of the Act) held by the Company as treasury shares for cash pursuant to the
authority given by Resolution 7 as if Section 561(1) of the Act did not apply to any such allotment and/or sale of
ordinary shares provided that this power shall be limited to:
a. the allotment of equity securities and/or sale of ordinary shares in connection with a rights issue
or any other offer to holders of ordinary shares in proportion (as nearly as practicable) to their respective
holdings and to holders of other equity securities as required by the rights of those securities or as the
Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors
deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or
practical problems in or under the laws of any territory or the requirements of any regulatory body or stock
exchange; and
b. the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities and/or sale
of ordinary shares up to an aggregate nominal amount of GBP11,348;
and this authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, 15
months from the date of passing this Resolution save that the Company may before such expiry make an offer or agreement
which would or might require equity securities to be allotted and/or ordinary shares to be sold after such expiry and
the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby
has not expired.
7. THAT the Company be generally and unconditionally authorised pursuant to section 701 of the Act to make
market purchases (within the meaning of section 693(4) of the Act) of its ordinary shares of 1p each in the capital
of the Company ("Ordinary Shares") on such terms and in such manner as the directors may from time to time
determine, provided that:
a. the maximum aggregate number of Ordinary Shares authorised to be purchased is 3,402,339 being the
number representing 14.99% of the issued share capital of the Company (excluding shares held by the Company in
treasury) at the date of this Notice or such number of Ordinary Shares as is closest to but does not exceed
14.99% of the issued share capital (excluding shares held by the Company in treasury) as at the date of the
Meeting;
b. the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is 1p (being the
nominal value of an Ordinary Share);
c. unless a tender offer is made to all holders of Ordinary Shares the maximum price which may be paid
for an Ordinary Share (exclusive of expenses) is an amount equal to the higher of: (a) 105% of the average of
the middle market quotations for an Ordinary Share as derived from the Daily Official List of the London Stock
Exchange for the five business days immediately preceding the day on which the Ordinary Share is purchased; and
(b) the higher of the price of the last independent trade in Ordinary Shares and the highest then current
independent bid for the Ordinary Shares on the London Stock Exchange and where a tender offer is made to all
holders of Ordinary Shares the maximum price which may be paid for an Ordinary Share is an amount equal to the
net asset value per Ordinary Share at the latest practicable date prior to such purchase, all as determined by
the directors;
d. the authority shall expire at the conclusion of the Annual General Meeting of the Company to be held
in 2027 or 15 months from the date of the passing of this resolution, whichever is the earlier; and
e. the Company may make a contract to purchase Ordinary Shares under this authority before the expiry of
the authority which will or may be executed wholly or partly after its expiry and may make a purchase of
Ordinary Shares in pursuance of any such contract.
8. THAT, as permitted by section 307A of the Act, any general meeting of the Company (other than the Annual
General Meeting of the Company) shall be called by notice of at least 14 clear days in accordance with the
provisions of the articles of association of the Company provided that the authority of this resolution shall
expire on the conclusion of the next Annual General Meeting of the Company to be held in 2027.
BY ORDER OF THE BOARD
Alina Holdings PLC
Company Number 05304743
13 May 2026
Registered office: Eastleigh Court Bishopstrow Warminster BA12 9HW
Notes on the Resolutions
Resolution 1 relates to the requirement for the directors to present the report of the directors and the accounts of
the Company to shareholders at the Meeting. The report of the directors, the accounts and the report of the Company's
Auditors on the accounts and on those parts of the directors' remuneration report that are capable of being audited are
contained within the Report and Accounts.
Resolution 2 relates to the requirement for an annual advisory vote on the directors' remuneration report in terms of
the arrangements for pay and share awards to directors. Details of these are contained in the Remuneration section of
the report of the directors and the financial statements within the Report and Accounts. The vote on this resolution is
advisory only, and any entitlement of a director to remuneration is not conditional on this resolution being passed.
Resolution 3 relates to the requirement that the auditors of a company must be re-appointed at each general meeting at
which accounts are laid. This Resolution seeks approval for the re-appointment of RPG Crouch Chapman LLP as auditors of
the Company, to hold office until the conclusion of the next Annual General Meeting at which accounts are laid.
Pursuant to this Resolution, Shareholders are also being asked to authorise the directors to determine the remuneration
payable to RPG Crouch Chapman LLP as auditors.
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