Exhibit | Description |
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99.1 |
Letter from the Board of Trinity Biotech plc |
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99.2 |
Notice of Annual General Meeting |
99.3 |
Form of Proxy |
1. |
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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2. |
To authorise the board of directors to fix the statutory auditors' remuneration.
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3. |
To re-appointment Thomas Lindsay as a director who retires, and, being eligible, offers himself for re-appointment.
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4. |
To appoint Dr Andrew Omidvar as a director.
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1. |
Where used in this Notice the expressions "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 27, 2023 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 1, 2023. 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. |
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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7. |
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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8. |
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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9. |
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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5
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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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5
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Part II: Demographic Background
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Underrepresented Individual in Home Country Jurisdiction
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1
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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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10. |
Board Practices, Corporate Governance and Compensation of Certain Executive Officers and Directors
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For | Against | Withheld | |
Resolution 1
Reappointment of statutory auditor
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☐
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☐ | ☐ |
Resolution 2
Remuneration of statutory auditor.
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☐ | ☐ | ☐ |
Resolution 3
Re-appointment of director Thomas Lindsay
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☐ | ☐ | ☐ |
Resolution 4
Appointment of director Andrew Omidvar
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☐ | ☐ | ☐ |
1. |
Where used in this Notice the expressions "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.
|
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.
|
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 27, 2023 at 10:00am (or in the case of an adjournment, 48 hours before the time appointed
for the holding of the meeting).
|
4. |
The record date for the annual general meeting is September 1, 2023. 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.
|
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.
|
6. |
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.
|
7. |
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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8. |
The proxy appointed shall not vote or attempt to exercise the right to vote attached to the shares, other than in accordance with instructions set out in this form of proxy. The proxy
shall not have the right to vote the shares on any matter that comes before the meeting other than those specifically set out in the notice of meeting.
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9. |
The board reserves the right to withdraw any resolution contained in the notice of meeting from the business of the Annual General Meeting at any time up to the commencement of the
Annual General Meeting.
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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 | |||