Announcement PDF Notice of Annual General Meeting The Calmer Co International Limited ACN 169 441 874 Date of Meeting: Friday 29th November 2024 Time of Meeting: 10:00am (AEST) Venue: Level 19, 480 Queen St, Brisbane QLD 4000 Notice is given that the Annual General Meeting of Shareholders of The Calmer Co International Limited ACN 169 441 874 (Company) will be held at Level 19, 480 Queen St, Brisbane QLD 4000 on Friday, 29 November 2024 at 10.00am (AEST). Terms used in this Notice of Meeting are defined in the Glossary forming part of the Explanatory Statement. The Explanatory Statement and the Proxy Form accompanying this Notice of Meeting are incorporated in and comprise part of this Notice of Meeting. The business of the Meeting affects your shareholding, and your vote is important. This Notice of Meeting and Explanatory Statement should be read in its entirety. If Shareholders are in doubt as to how they should vote, they should seek advice from their professional advisers prior to voting. The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001 (Cth) that the persons eligible to vote at the Annual General Meeting are those who are registered Shareholders at 7.00pm (AEST) on 27 November 2024. Should you wish to discuss the matters in this Notice of Meeting please do not hesitate to contact the Company Secretary. ORDINARY BUSINESS Reports and Accounts To receive and consider the annual financial report of the Company for the financial year ended 30 June 2024, together with the declaration of the Directors, the Directors’ report, the Remuneration Report, and the auditor’s report. No resolution is required to be passed on this item. Resolution 1 - Adoption of Remuneration Report (Non-Binding) To consider and, if thought fit, to pass, with or without amendment, the following resolution as a non-binding resolution: “That, for the purposes of section 250R(2) of the Corporations Act and for all other purposes, approval is given for the adoption of the Remuneration Report as contained in the Company’s annual financial report for the financial year ended 30 June 2024.” Short Explanation The Corporations Act provides that a resolution that the remuneration report be adopted must be put to vote at a listed company’s annual general meeting. The vote on Resolution 1 is advisory only and does not bind the Directors or the Company. Resolution 2 - Re-Election of Mr James Dack as a Director of the Company To consider and, if thought fit, to pass, with or without amendment, the following resolution as an Ordinary Resolution: “That, for the purposes of rule 39 of the Constitution, ASX Listing Rules 14.4 and 14.5 and for all other purposes, Mr James Dack, a Director, retires and being eligible, is re-elected as a Director.” Resolution 3 - Re-Election of Mr James S Tonkin as a Director of the Company To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: “That, for the purposes of rule 39 of the Constitution, ASX Listing Rules 14.4 and 14.5 and for all other purposes, Mr James S Tonkin, a Director, retires and being eligible, is re-elected as a Director.” Resolution 4 - Ratification of previous issue of Service Provider Shares To consider, and if thought fit, to pass the following as an Ordinary Resolution: “That, in accordance with Listing Rule 7.4, and for all other purposes, the Company ratify the issue on 16 May 2024 of 5,000,000 Shares previously issued under the Company's Listing Rule 7.1 issue capacity, on the terms and conditions set out in the Explanatory Statement.” Resolution 5 - Ratification of previous issue of Placement Shares and Placement Options To consider, and if thought fit, to pass the following as an Ordinary Resolution: “That, in accordance with Listing Rule 7.4, and for all other purposes, the Company ratify the issue on or about 2 July 2024 of 156,249,611 Placement Shares and 78,125,000 CCOOA Options (Placement Options) previously issued under the Company's Listing Rule 7.1 issue capacity, on the terms and conditions set out in the Explanatory Statement.” Resolution 6 - Ratification of previous issue of Lead Manager Options To consider, and if thought fit, to pass the following as an Ordinary Resolution: “That, in accordance with Listing Rule 7.4, and for all other purposes, the Company ratify the issue on or about 2 July 2024 of 26,448,500 CCOOA Options (Lead Manager Options) previously issued under the Company's Listing Rule 7.1 issue capacity, on the terms and conditions set out in the Explanatory Statement.” Resolution 7 - Ratification of previous issue of Shares and Options To consider, and if thought fit, to pass the following as an Ordinary Resolution: “That, in accordance with Listing Rule 7.4, and for all other purposes, the Company ratify the issue on or about 30 July 2024 of 1,395,150 Shares and 697,575 CCOOA Options previously issued under the Company's Listing Rule 7.1 issue capacity, on the terms and conditions set out in the Explanatory Statement.” Resolution 8 - Approval for the issue of 10,000,000 Fee Shares to Mr James Jack To consider, and if thought fit, to pass the following as an Ordinary Resolution: “That for the purposes of Chapter 2E of the Corporations Act, Listing Rule 10.11 and for all other purposes, subject to approval of Resolution 7, approval is given for the Company to issue up to 10,000,000 Fee Shares to Mr James Dack (or his nominee), and a cash payment equal to the tax payable by Mr James Dack on the Fee Shares, on the terms and conditions set out in the Explanatory Statement.” Resolution 9 - Approval for the cashless buy-back of 30,000,000 Plan Shares from Mr James Dack To consider and, if thought fit, to pass the following resolution as a Special Resolution: "That for the purposes of section 257D of the Corporations Act and for all other purposes, subject to the approval of Resolution 6, approval is given for the Company to enter into an agreement to buy-back and for the Company to carry out the buy-back of 30,000,000 Plan Shares from Mr James Dack on the terms and conditions set out in the Explanatory Statement." Resolution 10 - Approval for the issue of Special Exertion Options to Mr James Dack To consider, and if thought fit, to pass the following as an Ordinary Resolution: “That for the purposes of Chapter 2E of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 30,000,000 quoted CCOOA Options (Special Exertion Options) exercisable at $0.006 and expiring on 30 June 2026 to Mr James Dack (or his nominee), and a cash payment equal to the tax payable by Mr James Dack for the Special Exertion Options, on the terms and conditions set out in the Explanatory Statement.” Resolution 11 - Approval for the issue of Incentive Options to Mr James Dack To consider, and if thought fit, to pass the following as an Ordinary Resolution: “That for the purposes of Chapter 2E of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue up to 30,000,000 unquoted Options (Dack Options) exercisable at $0.006 and expiring on 30 June 2026 to Mr James Dack (or his nominee), and a cash payment equal to the tax payable by Mr James Dack for the Dack Options, on the terms and conditions set out in the Explanatory Statement.” Resolution 12 - Approval for the issue of Bonus Options to Mr Zane Yoshida To consider, and if thought fit, to pass the following as an Ordinary Resolution: “That for the purposes of Chapter 2E of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 129,730,630 zero-exercise price Bonus Options expiring on 30 June 2025 to Mr Zane Yoshida (or his nominee), on the terms and conditions set out in the Explanatory Statement.” Resolution 13 - Approval for the issue of Performance Rights to Mr Zane Yoshida To consider, and if thought fit, to pass the following as an Ordinary Resolution: “That for the purposes of Chapter 2E of the Corporations Act, Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 64,865,315 Performance Rights to Mr Zane Yoshida (or his nominee), on the terms and conditions set out in the Explanatory Statement.” Resolution 14 - Approval for the issue of Options to Service Provider To consider, and if thought fit, to pass the following as an Ordinary Resolution: “That for the purposes Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue 22,500,000 CCOOA Options to a service provider in consideration for services provided, on the terms and conditions set out in the Explanatory Statement.” Resolution 15 - Approval for the issue of Equity Securities to raise up to $2 million To consider, and if thought fit, to pass the following as an Ordinary Resolution: “That for the purposes of ASX Listing Rule 7.1 and for all other purposes, approval is given for the Company to issue such number of Shares, on the terms and conditions set out in the Explanatory Statement, to raise up to $2,000,000.” Resolution 16 Approval for the issue of Top-up Placement Options To consider, and if thought fit, to pass the following as an Ordinary Resolution: “That, in accordance with Listing Rule 7.4, and for all other purposes, the Company approve the issue of 103,000,000 CCOOA Options (Top-up Placement Options), to investors of the Top-Up Placement in February 2024, on the terms and conditions set out in the Explanatory Statement.” Resolution 17 Participation of related party in placement - Mr James Dack To consider, and if thought fit, to pass the following as an Ordinary Resolution: “That for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 40,000,000 Shares and 20,000,000 CCOOA Options to Mr James Dack (or his nominee) as part of the Company's June 2024 Rights Issue, on the terms and conditions set out in the Explanatory Statement" Resolution 18 Participation of related party in placement - Mr Zane Yoshida To consider, and if thought fit, to pass the following as an Ordinary Resolution: “That for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 13,830,598 Shares and 6,915,299 CCOOA Options to Mr Zane Yoshida (or his nominee) as part of the Company's June 2024 Rights Issue, on the terms and conditions set out in the Explanatory Statement" Resolution 19 Participation of related party in placement - Mr James Tonkin To consider, and if thought fit, to pass the following as an Ordinary Resolution: “That for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 3,750,000 Shares and 1,875,000 CCOOA Options to Mr James Tonkin (or his nominee) as part of the Company's June 2024 Rights Issue, on the terms and conditions set out in the Explanatory Statement" Resolution 20 Participation of related party in placement - Mr Griffin Emose To consider, and if thought fit, to pass the following as an Ordinary Resolution: “That for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 1,434,023 Shares and 717,011 CCOOA Options to Mr Griffin Emose (or his nominee) as part of the Company's June 2024 Rights Issue, on the terms and conditions set out in the Explanatory Statement" Resolution 21 Participation of related party in placement - Mr Anthony Noble To consider, and if thought fit, to pass the following as an Ordinary Resolution: “That for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 4,772,880 Shares and 2,386,440 CCOOA Options to Mr Anthony Noble (or his nominee) as part of the Company's June 2024 Rights Issue, on the terms and conditions set out in the Explanatory Statement" Resolution 22 Approval for the issue of Director Fee Shares to Mr Griffin Emose To consider, and if thought fit, to pass the following as an Ordinary Resolution: “That for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 5,714,286 Shares to Mr Griffin Emose (or his nominee), in lieu of payment of $40,000 in director fees for the period of October 2023 to September 2024, on the terms and conditions set out in the Explanatory Statement" Resolution 23 Approval for the issue of Director Fee Shares to Mr James Tonkin To consider, and if thought fit, to pass the following as an Ordinary Resolution: “That for the purposes of Listing Rule 10.11 and for all other purposes, approval is given for the Company to issue 5,714,286 Shares to Mr James Tonkin (or his nominee), in lieu of payment of $40,000 in director fees for the period of October 2023 to September 2024, on the terms and conditions set out in the Explanatory Statement" SPECIAL BUSINESS Resolution 24 - Approval of 10% Placement Capacity To consider and, if thought fit, to pass, with or without amendment, the following resolution as a special resolution: “That, for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given for the Company to issue Equity Securities up to 10% of the fully paid ordinary issued capital of the Company (at the time of the issue) calculated in accordance with the formula prescribed in ASX Listing Rule 7.1A2, over a 12 month period from the date of the Meeting, at a price not less than that determined pursuant to Listing Rule 7.1A.3 and otherwise on the terms and conditions set out in the accompanying Explanatory Statement.” VOTING PROHIBITIONS AND EXCLUSIONS Resolutions 1, 8, 10, 11, 12, 13, 17, 18, 19, 20, 21, 22 and 23 Section 250BD of the Corporations Act The Company will disregard any votes cast on Resolution 1, Resolution 8, Resolution 10, Resolution 11, Resolution 12, Resolution 13, Resolution 17, Resolution 18, Resolution 19, Resolution 20, Resolution 21, Resolution 22 and Resolution 23 by a Director or on behalf of “Key Management Personnel” and their “closely related parties”. However, the Company need not disregard a vote if the vote is not cast on behalf of a person described above and either: (a) the voter is appointed as a proxy by writing that specifies the way the proxy is to vote on the resolution; or (b) the voter is the Chair and the appointment of the Chair expressly authorises the Chair to exercise the proxy even if the Resolution is connected directly or indirectly with the remuneration of a member of the KMP. Resolutions 8, 10, 11, 12, 13, 17, 18, 19, 20, 21, 22 and 23 Section 224 of the Corporations Act The Company will disregard votes cast by or on behalf of a related party of the Company to whom Resolution 8, Resolution 10, Resolution 11, Resolution 12, Resolution 13, Resolution 17, Resolution 18, Resolution 19, Resolution 20, Resolution 21, Resolution 22 and Resolution 23 would permit a financial benefit to be given in contravention of section 224 of the Corporations Act and any associate of such a related party. However, this does not prevent the casting of a vote on Resolution 1 if it is cast by a person as a proxy in writing that specifies how the proxy is to vote on the proposed Resolution and it is not cast on behalf of a person referred to above who is prohibited from voting. ASX Listing Rules The Company will disregard any votes cast in favour of Resolution 8, Resolution 10, Resolution 11, Resolution 12, Resolution 13, Resolution 17, Resolution 18, Resolution 19, Resolution 20, Resolution 21, Resolution 22 and Resolution 23 by the Director named in each respective Resolution and any other person who will obtain a material benefit as a result of the issue of the securities in each case (except a benefit solely by reason of being a holder of ordinary securities in the entity) and their associates. However, this does not apply to a vote cast in favour of a resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary, provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 9 Section 257D(1) of the Corporations Act The Company will disregard any votes cast in favour of Resolution 9 by Mr James Dack or his associates However, this does not prevent the casting of a vote on Resolution 9 if it is cast by a person as a proxy in writing that specifies how the proxy is to vote on the proposed Resolution and it is not cast on behalf of a person referred to above who is prohibited from voting. Resolution 4, 5, 6 and 7 ASX Listing Rules The Company will disregard any votes cast in favour of Resolution 4, Resolution 5, Resolution 6 or Resolution 7 by any person who participated in the issue or is a counterparty to the agreement being approved, or their associates. However, this does not apply to a vote cast in favour of a Resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or (b) the chair of the meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the chair to vote on the resolution as the chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary provided the following conditions are met: (ii) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and (iii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolutions 14, 15 and 16 ASX Listing Rules The Company will disregard any votes cast in favour of Resolution 14, Resolution 15 or Resolution 16 by any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity), and any of their associates. However, this does not apply to a vote cast in favour of a resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary, provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. Resolution 24 ASX Listing Rules The Company will disregard any votes cast in favour of Resolution 24 by any person who is expected to participate in, or who will obtain a material benefit as a result of, the proposed issue (except a benefit solely by reason of being a holder of ordinary securities in the entity), and any of their associates. However, this does not apply to a vote cast in favour of a resolution by: (a) a person as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with directions given to the proxy or attorney to vote on the resolution in that way; or (b) the Chair of the Meeting as proxy or attorney for a person who is entitled to vote on the resolution, in accordance with a direction given to the Chair to vote on the resolution as the Chair decides; or (c) a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on behalf of a beneficiary, provided the following conditions are met: (i) the beneficiary provides written confirmation to the holder that the beneficiary is not excluded from voting, and is not an associate of a person excluded from voting, on the resolution; and (ii) the holder votes on the resolution in accordance with directions given by the beneficiary to the holder to vote in that way. The proposed allottees of any of the 10% Securities are not as yet known or identified. In these circumstances (and in accordance with the note set out in ASX Listing Rule 14.11.1 relating to ASX Listing Rules 7.1 and 7.1A), for a person’s vote to be excluded, it must be known that that person will participate in the proposed issue. Where it is not known who will participate in the proposed issue (as is the case in respect of the 10% Securities), Shareholders must consider the proposal on the basis that they may or may not get a benefit and that it is possible that their holding will be diluted, and there is no reason to exclude their votes. IMPORTANT INFORMATION ABOUT VOTING ON THE RESOLUTIONS All Resolutions will be by Poll In accordance with rule 27 of the Company’s Constitution, the Chair intends to call a poll on each of the Resolutions proposed at the Meeting. Each Resolution considered at the Meeting will therefore be conducted by a poll, rather than on a show of hands. The Chair considers voting by poll to be in the interests of the Shareholders as a whole and is a way to ensure the views of as many Shareholders as possible are represented at the Meeting. Shareholders may vote by appointing a proxy to attend and vote on their behalf, using the enclosed Proxy Form. Voting by proxy A member who is entitled to vote at the Meeting may appoint: (a) one proxy if the member is only entitled to one vote; or (b) two proxies if the member is entitled to more than one vote. Where the member appoints two proxies, the appointment may specify the proportion or number of votes that each proxy may exercise. If the appointment does not specify a proportion or number, each proxy may exercise one half of the votes, in which case any fraction of votes will be discarded. A proxy need not be a member of the Company. The Proxy Form and the power of attorney or other authority (if any) under which it is signed (or a certified copy) must be received by the Company's Share Registry no later 27 November 2024 at 10.00am (AEST) (that is, at least 48 hours before the meeting). Proxies received after this time will not be accepted. Instructions for completing the Proxy Form are outlined on the form. Proxies given by corporate Shareholders must be executed in accordance with their Constitutions or signed by a duly authorised attorney. A proxy may decide whether to vote on any motion except where the proxy is required by law or the Constitution to vote, or abstain from voting, in their capacity as a proxy. If a proxy is directed how to vote on an item of business, the proxy may vote on that item only in accordance with that direction. If a proxy is not directed how to vote on an item of business, a proxy may vote how he or she thinks fit. The Constitution provides that a Proxy Form issued by the Company may provide that where the appointment of a proxy has not identified the person who may exercise it, the appointment will be deemed to be given in favour of the Chair of the meeting to which it relates or to such other person as the Board determines. If a Shareholder appoints the Chair of the meeting as the Shareholder’s proxy and does not specify how the Chair is to vote on an item of business, the Chair will vote, as a proxy for that Shareholder, in favour of the item on a poll. Dated: 25 October 2024 By order of the Board Anthony Noble Managing Director and CEO EXPLANATORY STATEMENT This Explanatory Statement has been prepared to provide information which the Directors believe to be material to Shareholders in deciding whether or not to pass the Resolutions to be put to Shareholders at the Annual General Meeting to be held at Level 19, 480 Queen St, Brisbane, Brisbane on Friday 29 November at 10.00am (AEST). The Notice of Meeting, which is also enclosed, sets out details of proposals concerning the Resolutions to be put to Shareholders. The Directors recommend Shareholders read the accompanying Notice of Meeting and this Explanatory Statement in full before making any decision in relation to the Resolutions. Unless otherwise defined, terms used in this Explanatory Statement are defined in the Glossary forming part of this Explanatory Statement. 1. Financial Statements and Reports In accordance with the Constitution, the business of the Annual General Meeting will include receipt and consideration of the annual financial report of the Company for the financial year ended 30 June 2024 together with the declaration of the Directors, the Directors’ report, the Remuneration Report and the auditor’s report. The Company will not provide a hard copy of the Company’s 2024 Annual Report to Shareholders unless specifically requested to do so. The Company’s 2024 Annual Report is available on its website at www.thecalmerco.com 2. Resolution 1 – Adoption of Remuneration Report (Non-Binding) 2.1 General The Corporations Act requires that at a listed company’s annual general meeting, a resolution that the remuneration report be adopted must be put to the shareholders. However, such a resolution is advisory only and does not bind the Company or the Directors of the Company. The Remuneration Report sets out the Company’s remuneration arrangements for the Directors and senior management of the Company. The Remuneration Report is part of the Directors’ report contained in the annual financial report of the Company for a financial year. The Chair must allow a reasonable opportunity for Shareholders to ask questions about or make comments on the Remuneration Report at the General Meeting. 2.2 Voting Consequences Under changes to the Corporations Act which came into effect on 1 July 2011, a company is required to put to its shareholders a resolution proposing the calling of another meeting of shareholders to consider the appointment of directors of the company (Spill Resolution) if, at consecutive annual general meetings, at least 25% of the votes cast on a remuneration report resolution are voted against adoption of the remuneration report and at the first of those annual general meetings a Spill Resolution was not put to vote. If required, the Spill Resolution must be put to vote at the second of those annual general meetings. If more than 50% of votes cast are in favour of the Spill Resolution, the company must convene a shareholder meeting (Spill Meeting) within 90 days of the second annual general meeting. All of the directors of the company who were in office when the directors' report (as included in the company’s annual financial report for the most recent financial year) was approved, other than the managing director of the company, will cease to hold office immediately before the end of the Spill Meeting but may stand for re-election at the Spill Meeting. Following the Spill Meeting those persons whose election or re-election as directors of the company is approved will be the directors of the company. 2.3 Previous Voting Results At the Company’s previous annual general meeting, the votes cast against the Remuneration Report considered at that annual general meeting were less than 25%. Accordingly, the Spill Resolution is not relevant for this Annual General Meeting. 2.4 Proxy voting restrictions Shareholders appointing a proxy for this Resolution should note the following: If you appoint a member of the Key Management Personnel (other than the Chair) whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member as your proxy: You must direct your proxy how to vote on this Resolution. Undirected proxies granted to these persons will not be voted and will not be counted in calculating the votes on this Resolution. If you appoint the Chair as your proxy (where he/she is also a member of the Key Management Personnel whose remuneration details are included in the Remuneration Report, or a Closely Related Party of such a member): You do not need to direct your proxy how to vote on this Resolution. However, if you do not direct the Chair how to vote, you are taken to expressly authorise the Chair to exercise his/her discretion in exercising your proxy even though this Resolution is connected directly or indirectly with the remuneration of Key Management Personnel. The Chair intends to vote undirected proxies in favour of all Resolutions. If you appoint any other person as your proxy: You do not need to direct your proxy how to vote on this Resolution. 3. Resolution 2 – Re-Election of Mr James Dack 3.1 Background Rule 14.2 of the Constitution provides that at the annual general meeting one-third of the Directors for the time being shall retire from office, provided always that no Director except a Managing Director shall hold office for a period in excess of 3 years, or until the third annual general meeting follo