Notice of Annual General Meeting

Notice is hereby given that an Annual General Meeting (Meeting) of The Foundry Mountaineering Club C.I.C (Company) will be held at The Foundry Climbing Centre, Unit2, 45 Mowbray Street, Sheffield, S3 8EN on December 3rd, 2025, at 18:30 pm.

You will be asked to consider and vote on the proposed special resolutions below. A summary of the proposed amendments to the articles of association of the Company is contained in the cover letter/email attaching this notice. 

SPECIAL RESOLUTION

That:

  1. The “Applications For Memberships” clause in the articles of association shall be amended to read as follows:

28.5 The club may have different classes of membership and subscription on a non-discriminatory and fair basis. The club will keep subscriptions at levels that will not pose a significant obstacle to people participating.

29.2 The Members shall pay any entrance fees and annual subscription set by the club under Article 28.5. 

  1. The articles of association attached to this resolution shall be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the Company's existing Articles of Association. 

By order of the Board

Jerry Moffatt

Director

Registered office address

 B1 3-5 Tapton House Road Sheffield South Yorkshire S10 5BY 

Company number 11536742

6th November 2025

NOTES TO THE NOTICE OF GENERAL MEETING

Appointment of proxies

  1. If you are a member who is entitled to attend and vote at the meeting, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the meeting and you should have received a proxy form with this notice of meeting.  A proxy does not need to be a member of the Company but must attend the meeting to represent you. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form. 

  2. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.

  3. If you do not give your proxy an indication of how to vote on the resolution, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

Appointment of proxy by post

  1. The notes to the proxy form explain how to direct your proxy how to vote.

  2. To appoint a proxy using the proxy form, the form must be:

    1. completed and signed;

    2. sent or delivered to the Company at The Foundry Climbing Centre, Unit 2, 45 Mowbray Street, Sheffield, S3 8EN; and

    3. received by the Company no later than December 3rd, 2025, before 17:00 pm,

  3. 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 included with the proxy form.

Appointment of proxies electronically

  1. As an alternative to completing the hard-copy proxy form, you can appoint a proxy electronically by completing and signing the proxy form, scanning it and emailing it to Jacob Crabtree (Service Manager) at jacob@foundryclimbing.com from your designated email address for service and labelling the email  - Proxy form for members meeting on December 3rd 2025 18:30 pm. For an electronic proxy appointment to be valid, your appointment must be received by the Company no later than December 3rd, 2025, before 17:00 pm.

  2. This email address should not be used for any other purposes unless expressly stated.

Changing proxy instructions

  1. A member may change proxy instructions by submitting a new proxy appointment using 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 disregarded. 

  2. Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Jacob Crabtree (Service Manager) at jacob@foundryclimbing.com.  

  3. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Termination of proxy appointment

  1. A member may change a proxy instruction but to do so you will need to inform the Company in writing by either:  

    1. Sending a signed hard-copy notice clearly stating your intention to revoke your proxy appointment to the Company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.

    2. Sending an email to Jacob Crabtree (Service Manager) at jacob@foundryclimbing.com from your designated email address for service and labelling the email  - Revocation of Proxy for members meeting on December 3rd 2025 18:30 pm.  Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice 

In either case, the revocation notice must be received by the Company no later than December 3rd, 2025, before 17:00 pm.

  1. If you attempt to revoke your proxy appointment but the revocation is received after the time specified, your original proxy appointment will remain valid unless you attend the meeting and vote in person.

  2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

Communication

Except as provided above, members who have general queries about the meeting should email Jacob Crabtree (Service Manager) at jacob@foundryclimbing.com (no other methods of communication will be accepted).