Exhibit
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Description
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TRINITY BIOTECH PLC
(Registrant)
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By:
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/s/ John Gillard | |
John Gillard | |||
Chief Financial Officer | |||
No.
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Amendment
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Reason
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1.
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Miscellaneous:
◾ Replacement of references to provisions of the previous Companies Acts with the equivalent provisions of the Act.
◾ General updates throughout to reflect default provisions / mechanics of the Act.
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To ensure consistency between the Articles of Association and the statutory references in the Act.
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2.
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Share Capital:
No amendment to authorised share capital.
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No requirement to update share capital clause in light of amendments resulting from the Act – share capital will remain the same
as it was prior to the new Articles of Association being adopted.
However, the authorised share capital is proposed to be increased by virtue of a separate resolution to be voted upon at the AGM
(and will therefore be increased, if that separate resolution is passed at the AGM).
The nominal value of shares shall remain the same and no new class of shares shall be created by virtue of proposed amendments
to the Articles.
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3.
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Amendment to allotment authority:
◾ Directors are generally and unconditionally authorised to exercise all powers of the Company to allot relevant securities up to the amount of the Company's authorised share capital and (unless it is renewed or a longer period
of time is allowed under applicable law) this authority shall expire five years from the date of adoption of the Articles of Association.
◾ Expansion of provisions relating to allotment more generally, to include various residual allotment authorities of the directors.
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To reflect the Act and to align the Articles of Association with those of comparable companies.
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4.
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Procedural Matters Relating to General Meetings:
◾ Explicit reference to the holding of general meetings by electronic means.
◾ Shareholders holding at least 40% of the issued and outstanding A Ordinary Shares present in person or by proxy and entitled to vote shall be a quorum for all purposes.
◾ Voting at general meetings shall be done by way of a poll.
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To align the Articles of Association with those of comparable companies and reflect the general trend for facilitation of
shareholder meetings by electronic means.
Amendment of quorum for general meetings to reflect more standard market practice, and for administrative ease.
Previous quorum requirements (five members present in person or by proxy, being not less than five individuals, holding not less
than 40% of the A Ordinary Shares in the Company) were unusual relative to other comparable Irish companies and generally cumbersome.
Previous default voting arrangements (ie, show of hands) would no longer be deemed standard practice and so the more modern voting
by way of a poll has been established as default in the Articles of Association.
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5.
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Board governance arrangements:
◾ Number of directors remains the same as before (ie, number of directors shall be not more than ten and not less than four).
◾ One-third of the directors for the time being other than a director holding an executive office with the Company shall retire from office at each annual general meeting.
◾ Quorum for meeting of directors remains at 3 directors.
◾ Chairperson retains casting vote on equality of votes.
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No substantive amendments.
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6.
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Use of Company property:
Clarification that directors may use Company property, subject to restrictions that the Company may impose.
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Section 228(1)(d) of the Act provides that the directors may not use the Company's property, unless permitted by the Articles of Association.
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7.
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Transmission of shares:
Expansion of provisions relating to election to become registered shareholder on transmission.
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To simplify the operation of the Articles of
Association and align the Articles of Association with those of comparable companies.
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8.
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Dividends:
Expansion of provisions related to payment of dividends, including updates to payment by electronic transfer.
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To ensure Articles of Association are
up-to-date and align Articles of Association with those of comparable companies.
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9.
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Communications:
Inclusion of additional provisions related to electronic communication.
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To ensure Articles of Association are up to
date and align Articles of Association with those of comparable companies.
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1. |
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
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2. |
To re-appoint Grant Thornton as statutory auditor of the Company to hold office until the conclusion of the next annual general meeting at which accounts are laid
before the Company.
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3. |
To authorise the board of directors to fix the statutory auditors' remuneration.
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4. |
To re-elect the following directors (in each case by separate resolution) who in each case retires, and, being eligible, offers himself for re-election:
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(a.) |
Aris Kekedjian;
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(b.) |
Michael Sung Soo Kim; and
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(c.) |
Seon Kyu Jeon.
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5. |
To review the affairs of the Company and consider the statutory financial statements of the Company for the year ended December 31, 2021 together with the reports of
the directors and statutory auditors thereon.
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6. |
To consider and, if thought fit, pass the following resolution as a special resolution:
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(a.) |
the insertion of the words "(the "Company")" at the end of clause
1;
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(b.) |
the insertion of the words "registered under Part 17 of the Companies Act 2014 (as amended) (the
"Act")" at the end of clause 2;
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(c.) |
the deletion of the word "tine" in clause 3.1.3 and the substitution therefor of the word "the";
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(d.) |
the insertion of the words "health and wellness related service providers" immediately following the words "businesses of researchers, manufacturers," in clause 3.1.3;
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(e.) |
the deletion of the words "Section 155 of the Companies Act, 1963" in clause 3.14 and the substitution therefor of the words "Section 7 and 8 of the Act"; and
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(f.) |
the deletion of the words "The share capital of the Company is US$2,187,630 divided into 200,700,000 A Ordinary Shares of US$0.0109 each" in clause 5 and the
substitution therefor of the words "The share capital of the Company is US$9,076,430 divided into 832,700,000 A Ordinary Shares of US$0.0109 each."
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7. |
To consider and, if thought fit, pass the following resolution as a special resolution:
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8. |
To consider and, if thought fit, pass the following resolution as a special resolution:
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(a.) |
the maximum number of the Shares (or Shares evidenced by ADRs) authorised to be acquired pursuant to this resolution shall not exceed 25% of the Shares in issue of the
Company as at the close of business on the date of the passing of this resolution;
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(b.) |
the minimum price (exclusive of taxes and expenses) which may be paid for a Share (or per Share evidenced by ADRs) shall be an amount equal to the nominal value of that
Share; and
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(c.) |
the maximum price (exclusive of taxes and expenses) which may be paid for a Share (or per Share evidenced by ADRs) shall be an amount equal to 110% of the product of
the average of the NASDAQ official close price of the ADRs for the period of ten business days immediately preceding the day on which the Share is purchased divided by the number of Shares evidenced by one ADR.
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9. |
To consider and, if thought fit, pass the following resolution as a special resolution:
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(a.) |
the maximum price (exclusive of expenses) at which a Treasury Share may be re-allotted off-market shall be $30.00; and
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(b.) |
the minimum price (exclusive of expenses) at which a Treasury Share may be re-allotted off-market shall be an amount equal to 85% of the Relevant Price.
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By order of the Board
Seon Kyu Jeon
Chairman of the Board
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1. |
Where used in this Notice the expression “American Depositary Receipt or ADR” means an American depositary receipt evidencing one or more American depositary share(s),
each of which in turn represents four shares.
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2. |
Any member entitled to attend and vote at this meeting may appoint a proxy who need not be a member of the Company to attend, speak and vote in his/her place.
Completion of the enclosed form of proxy will not affect the right of a member to attend and vote at this meeting in person.
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3. |
To be valid, forms of proxy duly signed together with the power of attorney or such other authority under which they are signed (or certified copy of such power or
authority), must be lodged with Computershare Investor Services Ireland, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland, not later than September 28, 2022 at 10:00am (or in the case of an adjournment, 48 hours before
the time appointed for the holding of the meeting).
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4. |
The record date for the annual general meeting is September 2, 2022. Only those shareholders on the register of members and holders of ADRs at close of business on that
date are entitled to vote at the annual general meeting or at any adjournment or postponement thereof.
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5. |
ADR holders may instruct the ADR depositary, The Bank of New York Mellon (BNY), as to the way in which the shares represented by their ADRs should be voted by
completing and returning the voting card provided by BNY in accordance with the instructions delivered by BNY to ADR holders.
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6. |
In accordance with Section 1073 of the Act, except where specified, each of Resolution 8 and Resolution 9 shall apply equally to American Depositary Receipts as each of
them applies to the shares.
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7. |
Voting on each of the resolutions will be decided on a poll. This means that shareholders who do not attend the annual general meeting in person but have validly
submitted a form of proxy will have their votes taken into account according to the number of shares they hold.
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8. |
All references to time in this Notice are to Irish Standard Time (as set out in the Standard Time Act 1968 and the Standard Time (Amendment) Act 1971).
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9. |
The board reserves the right to withdraw any resolution contained in this Notice from the business of the AGM at any time up to the commencement of the AGM.
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10. |
Board Diversity Matrix
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Country of Principal Executive Offices
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Ireland
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Foreign Private Issuer
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Yes
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Disclosure Prohibited under Home Country Law
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No
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Total Number of Directors
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6
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Part I: Gender Identity
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Female
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Male
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Non-Binary
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Did Not Disclose
Gender
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Directors
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6
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Part II: Demographic Background
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Underrepresented Individual in Home Country Jurisdiction
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3
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LGBTQ+
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0
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Did Not Disclose Demographic Background
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0
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11. |
Board Practices, Corporate Governance and Compensation of Certain Executive Officers and Directors
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For
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Against
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Withheld
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Resolution 1
Authority to increase authorised share capital.
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☐
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☐
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☐
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Resolution 2
Reappointment of statutory auditor
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☐
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☐
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☐
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Resolution 3
Remuneration of statutory auditor.
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☐
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☐
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☐
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Resolution 4
Re-election of directors.
4(a) Aris Kekedjian.
4(b) Michael Sung Soo Kim.
4(c) Seon Kyu Jeon.
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☐
☐
☐
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☐
☐
☐
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☐
☐
☐
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Resolution 5
Review of the affairs of the Company and consideration of the statutory financial statements and the reports of the directors and statutory auditors thereon.
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☐
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☐
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☐
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Resolution 6
Alteration of Memorandum of Association.
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☐
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☐
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☐
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Resolution 7
Adoption of new Articles of Association.
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☐
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☐
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☐
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Resolution 8
Authority to make market purchases of own shares.
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☐
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☐
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☐
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Resolution 9
Re-issue of treasury shares.
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☐
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☐
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☐
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1. |
Where used in this Notice the expression “American Depositary Receipt or ADR” means an American depositary receipt evidencing one or more American depositary share(s), each of which in turn represents four shares.
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2. |
Any member entitled to attend and vote at this meeting may appoint a proxy who need not be a member of the Company to attend, speak and vote in his/her place. Completion of the enclosed form of proxy will not affect the right of a member
to attend and vote at this meeting in person.
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3. |
To be valid, forms of proxy duly signed together with the power of attorney or such other authority under which they are signed (or certified copy of such power or authority), must be lodged with Computershare Investor Services Ireland,
3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland, not later than September 28, 2022 at 10:00am (or in the case of an adjournment, 48 hours before the time appointed for the holding of the meeting).
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4. |
Only shareholders on the register of members at the close of business on September 28, 2022, the record date for the annual general meeting, are entitled to vote at the annual general meeting or any adjournment or postponement thereof.
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5. |
ADR holders may instruct the ADR depositary, The Bank of New York Mellon (BNY), as to the way in which the shares represented by their ADRs should be voted by completing and returning the voting card provided by BNY in accordance with the
instructions delivered by BNY to ADR holders.
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6. |
In accordance with Section 1073 of the Act, except where specified, each of Resolution 9 and Resolution 10 shall apply equally to American Depositary Receipts as each of them applies to the shares.
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7. |
Voting on each of the resolutions will be decided on a poll. This means that shareholders who do not attend the annual general meeting in person but have validly submitted a form of proxy will have their votes taken into account according
to the number of shares they hold.
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8. |
All references to time in this Notice are to Irish Standard Time (as set out in the Standard Time Act 1968 and the Standard Time (Amendment) Act 1971).
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