AGM 2024

Berry Gardens Growers Limited

Notice of the Fifty Second
Annual General Meeting

NOTICE IS HEREBY GIVEN that the Fifty Second Annual General meeting of the Society will be held in the Board Room at Driscoll’s Maidstone, Unit 20 Redwall Lane, Linton, Maidstone, Kent ME17 4BA and virtually by way of MS Teams video conference on Thursday 25 April 2024 at 3.30pm.

Members wishing to access the meeting by means of MS Teams video conference, can do so by clicking on the link provided in the Outlook diary invitation or by using the following link to join the meeting:

https://msteams.link/TWVE

Meeting ID: 372 722 026 403; Passcode: ehjgE6

Members can vote in person, via Member Representative or on-line on the day, or in advance by proxy for resolutions 1-7 and 9-10. Please complete and return the enclosed poll card to vote for resolution 10.

The AGM will take place for the purpose of the following:

ORDINARY RESOLUTION

  1. Receiving and considering the Society’s annual accounts for the financial year ended 31 December 2023 together with the Directors’ Report and Auditors’ Report on those accounts.

  2. To pass the following resolution which will be proposed as an Ordinary Resolution (as defined in the Society’s Rule 57.1.11) to distribute reserves to a total of no more than £4.02 million as recommended by the Board to the Society’s members. Members will vote to:
    (a) Pay or repay proceeds from sale of BGL (Sale Proceeds Reserve) in accordance with Rule 49.5.3) for the period 2013 - 2022.
    (b) Distribute an amount from the General Reserve accrued after 31 December 2006 in accordance with Rule 50.6.2.

  3. To confirm, in accordance with rule 31.1, that the Berry Gardens Growers Board will be made up of a maximum of 10 Directors through to the 2025 AGM.

  4. To re-elect the following, who retire in accordance with Rule 32.2 of the Society having been in office for five or more annual general meetings since the meeting at which they were first elected:
    (a) R Walker
    (b) A Davison
    (c) R Pascall
    (d) C Kidson
    (e) T Place

  5. To re-elect A McLean, who retires by rotation in accordance with Rule 32.1.

  6. To approve the remuneration of the Directors.

  7. That with effect from the end of this meeting, each Member’s contract be amended in accordance with the provision for amendment contained in clause 25.2 in the form attached to this notice.

  8. To re-elect Chaverey’s as Auditors to the company.

  9. To transact any other business of the Society which may be transacted at an Annual General Meeting.

    10. SPECIAL RESOLUTION
  10. That the Rules of the Society be amended pursuant to Rule 54. That with effect from the registration of the amendment set out in this resolution by the Financial Conduct Authority, the Rules be amended in the form attached to this notice.

BY ORDER OF THE BOARD

PATRICK BASTOW

COMPANY SECRETARY

NOTE: A member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote instead of him/her. A proxy need not be a member of the Society but, if they are not, they must not fall within the Society’s Rule 35.1.4.

Dated: 8 April 2024