THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to what action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are a resident of the United Kingdom or, if not, another appropriately authorised independent professional adviser.

If you sell or have sold or otherwise transferred all of your registered holding of Ordinary Shares, please send this document, at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom or by whom the sale or transfer was made, for delivery to the purchaser or transferee.

AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the FCA. Neither the FCA nor the London Stock Exchange has examined or approved the contents of this document.

Drumz Plc

(Incorporated and registered in England and Wales with registered no: 00298654)

Notice of General Meeting

and

Notice of Class Meeting

This document contains notice of a general meeting of the Company to be held at the offices of Marriott Harrison LLP, 80 Cheapside, London, EC2V 6EE at 11.00 a.m. on 22 November 2022, at which the Resolution will be put to the holders of Ordinary Shares.

This document contains notice of a class meeting of the holders of Deferred Shares to be held at the offices of Marriott Harrison LLP, 80 Cheapside, London, EC2V 6EE at 11.30 a.m. on 22 November 2022 (or as soon thereafter once the general meeting convened for

11.00 a.m. on the same day and at the same place has completed or been adjourned) at which the Class Resolution will be put to the holders of Deferred Shares.

The Resolution and Class Resolution are set out at the end of this document. To be valid a Form of Proxy for use at the meeting by Shareholders must be completed and returned as soon as possible, and, in any event, so as to be received no later than 11.00 a.m. on 18 November 2022, being 48 hours, excluding non-business days, before the time appointed for the holding of the General Meeting. A copy of this document is available at the Company's website at www.drumzplc.com. Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this document.

This document is dated 4 November 2022

DIRECTORS, SECRETARY AND ADVISERS

Directors

Simon Charles Bennett

Nicholas ("Nick") Clark

Angus George Patrick Forrest

Nishith ("Nish") Motilal Meghji Mulji Malde

John Nigel Wakefield

Registered Office

Company website

Company Secretary

Nominated Adviser

Legal advisers to the Company

Registrar

all of whose business address is at the Company's registered office

Burnham Yard

London End

Beaconsfield

HP9 2JH

www.drumzplc.com

Marie-Claire Katerina Haines

WH Ireland Limited

24 Martin Lane

London

EC4R 0DR

Marriott Harrison LLP

80 Cheapside London EC2V 6EE

Neville Registrars Limited

Neville House

Steelpark Road

Halesowen

West Midlands

B62 8HD

2

CONTENTS

Page

Expected timetable of principal events

4

Definitions

5

Letter from the Chairman

7

Notice of General Meeting

11

Notice of Class Meeting

13

3

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

2022

Publication and posting to Shareholders of this document

4 November

Latest time and date for receipt of Forms of Proxy for the

11.00 a.m. on 18 November

General Meeting

Latest time and date for receipt of Forms of Proxy for the Class

11.30 a.m. on 18 November

Meeting

General Meeting

11.00 a.m. on 22 November

Class Meeting

11.30 a.m. on 22 November

Notes:

  1. Each of the above times and/or dates is subject to change at the absolute discretion of the Company.
  2. If any of the above times and/or dates should change, the revised times and/or dates will be announced through a Regulatory Information Service.
  3. All of the above times refer to London time unless otherwise stated.

4

DEFINITIONS

The following definitions apply throughout this document unless the context otherwise requires:

"Act"

the Companies Act 2006 (as amended)

"AIM"

the AIM market operated by the London Stock Exchange

"AIM Rules"

the AIM Rules for Companies published by the London

Stock Exchange from time to time

"Articles"

the articles of association of the Company

"Business Day"

a day (other than a Saturday, a Sunday or a public

holiday) on which clearing banks are open for all normal

banking business in the city of London

"certificated form" or

an Ordinary Share recorded on a company's share

"in certificated form"

register as being held in certificated form (namely, not

in CREST)

"Class Meeting"

the class meeting of the holders of Deferred Shares

which is convened for 11.30 a.m. on 22 November 2022

to consider the Class Resolution

"Class Resolution"

the special resolution to be proposed at the Class

Meeting to sanction the variation of the class rights of

the holders of Deferred Shares proposed by the

adoption of the New Articles

"Company" or "Drumz"

Drumz Plc, a company incorporated under the laws of

England and Wales with company number 00298654

"CREST"

the relevant system (as defined in the CREST

Regulations) in respect of which Euroclear is the

operator (as defined in those regulations)

"CREST Regulations"

the Uncertificated Securities Regulations 2001

(S.I. 2001 No. 3755) (as amended)

"Deferred Shares"

the 2,268,113,165 deferred shares of 0.1 penny each

in issue at the date of this document

"Directors" or "Board"

the directors of the Company whose names are set out

on page 2 of this document, or any duly authorised

committee thereof

"Document" or "Circular"

this document which for the avoidance of doubt does

not comprise a prospectus (under the Prospectus

Regulation Rules) or an admission document (under the

AIM Rules)

"Euroclear"

Euroclear UK & International Limited, the operator of

CREST

"FCA"

the UK Financial Conduct Authority

5

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Drumz plc published this content on 03 November 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 November 2022 09:11:04 UTC.