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26 November 2025 / Investors

Notice of Members Meeting

Jaywing

Company Number: 05935923

IN THE MATTER OF THE INSOLVENCY ACT 1986

Jaytail Limited  (“THE COMPANY”)

Registered Office: C/O Fieldfisher Llp No 1 Spinningfields, 1 Hardman Square, Manchester, M3 3EB

 

Notice is hereby given that a General Meeting of the above named Company will be held at Ashcroft House, Ervington Court, Meridian Business Park, Leicester, LE19 1WL on 19 December 2025 at 11am for the purpose of considering, and if thought fit, passing the following resolutions: numbers 1 and 3 as special resolutions and numbers 2 and 4-8 as ordinary resolutions: -

 

  1. That the Company be wound up voluntarily.
  2. That Nathan Jones and John Lowe, licensed insolvency practitioners, both of FRP Advisory Trading Limited, Ashcroft House, Ervington Court, Meridian Business Park, Leicester, LE19 1WL be and are hereby appointed Joint Liquidators for the purpose of the voluntary winding up.
  3. That the Joint Liquidators be and are hereby authorised to distribute, amongst the shareholders, in specie all or any part of the assets of the Company.
  4. That anything required or authorised to be done by the Joint Liquidators be and are hereby authorised to be done by both or either of them.
  5. That until such a time as they are delivered to the Joint Liquidators, or the Joint Liquidators are released, the books and records of the Company are held by the directors to the order of the Joint Liquidators.
  6. That the Company’s books and records be and are hereby authorised to be destroyed twelve months after the dissolution of the Company.
  7. That the Joint Liquidators’ remuneration for dealing with matters arising prior to and during the liquidation will be charged on a fixed fee basis of £30,000 plus disbursements and VAT.
  8. That mileage can be recharged at the HMRC approved mileage rate prevailing at the time the mileage was incurred.

 

Dated:

BY ORDER OF THE BOARD

____________________________________

Director

 

 

Notes to the Notice of General Meeting:

Entitlement to attend and vote

  • Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), the Company specifies that only shareholders entered on the register of members of the Company at00 p.m. on 17 December 2025 (or in the event that this meeting is adjourned, on the register of members at 6.00 p.m. two Business Days before the adjourned meeting) shall be entitled to attend and vote at the meeting in respect of the number of ordinary shares of the Company registered in their name at that time. Changes to the register after the relevant time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

Appointment of proxies

  • A shareholder is entitled to appoint one or more proxies to exercise all or any of his or her rights to attend and to speak and vote at the A proxy need not be a shareholder of the Company. A shareholder may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder.
  • The appointment of a proxy will not preclude a shareholder from attending in person at the meeting and voting if he or she wishes to do Unless otherwise indicated on the Form of Proxy, CREST, or any other electronic voting instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting.

Appointment of a proxy online

  • As an alternative to completing hard copy form of proxy, shareholders can submit their vote electronically at www.sharegateway.co.uk by completing the authentication requirements on the website no later than 11.00 a.m. on 17 December Shareholders will need to use their personal proxy registration code (Activity Code), which is printed on the form of proxy, to validate the submission of their proxy online.

Appointment of proxy using a form of proxy

  • To appoint a proxy using a hard copy form of proxy a member must complete, sign and date the proxy form and deposit it at the office of the Company’s Registrars, Neville Registrars, Neville House, Steelpark Road, Halesowen B62 8HD not less than 48 hours, excluding non-working days, before the time fixed for the meeting. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be enclosed with the proxy form.

Appointment of proxy through CREST

  • CREST members who wish to appoint a proxy or proxies for the meeting, including any adjournments of the meeting, through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their
  • In order for a proxy appointment made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited’s ("Euroclear") specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Neville Registrars (whose CREST ID is 7RA11) no later than 48 hours (excluding non-business days) before the time fixed for the holding of the meeting or any adjournment of the meeting (as the case may be). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Neville Registrars is able to retrieve the message by enquiry to CREST in the manner prescribed by After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
  • CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular message. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member, or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
  • The Company may treat a CREST Proxy Instruction as invalid in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations

Changing proxy instructions

  • To change your proxy instructions, simply submit a new proxy appointment using one of the methods set out above. Note that the cut-off time for receipt of proxy appointments also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be If the Company receives more than one appointment of a proxy in respect of any one share, the appointment received last revokes each earlier appointment and the Company’s decision as to which appointment was received last is final.

Termination of proxy appointments

  • In order to revoke a proxy appointment you must notify the Company of the termination at least three hours before the commencement of the

Joint shareholders

  • In the case of joint shareholders, the vote of the senior who tenders a vote, whether in person (including by corporate representative) or by proxy, shall be accepted to the exclusion of the votes of the other joint shareholders. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of

Corporate representatives

  • A corporation which is a shareholder may, by resolution of its directors or other governing body, authorise one or more persons to act as its representative at the meeting. Corporate representatives should bring with them to the meeting: (i) an original or certified copy of the resolution authorising them; or (ii) an original letter on the shareholder’s letterhead, signed by an authorised signatory, confirming that they are so

Issued shares and total voting rights

  • As at the date of this notice of General Meeting, the Company’s issued share capital comprised 93,432,217 ordinary shares of £0.05 each fully paid of which 99,622 are held in treasury. Each ordinary share other than those held in treasury carries the right to one vote at a General Meeting of the Company and, therefore, the total number of voting rights in the Company as at the date of this notice of General Meeting is 93,332,595.

Communication

  • Shareholders who have general queries about the meeting should use the following means of communication (no other methods of communication will be accepted):
    • calling Neville Registrars shareholder helpline on 0121 585 1131 or from overseas on +44 (0) 121 585 1131 (charged at the applicable international rates). Lines are open from 00 a.m. to 5.00 p.m. on business days (i.e. Monday to Friday but excluding public holidays); or
    • in writing to the Company by email to [email protected].

 

You may not use any electronic address provided in this notice of General Meeting or in any related documents (including the accompanying proxy form) to communicate with the Company for any purposes other than those expressly stated.