News Column

Tricolor Sport plc - Notice of EGM

July 11, 2014

The Board of Directors of Tricolor Sport plc ("Company") have today called an Extraordinary General Meeting ("EGM") notice for which is attached to this letter. The primary purpose of the EGM is to authorise the Directors to issue shares up to a nominal value of 200,000 (20m shares). This will enable them to take advantage of various potential acquisitions which they are currently looking at and conclude these without further delay. It will also provide them with the ability to raise further funds at short notice should they be required. This authority will last for the next five years after which it will be the intention of the Company to request the shareholders to renew such authority. It will also allow the directors to allot such shares and disapply pre-emption rights on any new shares issued up to that level. Whilst granting this authority the EGM is also asked to confirm the authority for the Company to issue shares to satisfy the exercise of options over shares previously granted. Up to 9.7 million shares in total are potentially issuable in this regard. The Company is advised that the listing of any shares issued over and above 10% of the existing issued share capital in any one year (on a rolling basis) would be subject to the production of a further prospectus (following that issued on 23 June 2014) and approval of that prospectus by Finanstilsynet, The Danish Regulator. Until such approval is received, the relevant shares would not be listed or admitted to trading on the Official List of GXG Markets. The Board considers that the passing of the Resolutions to be proposed at the EGM is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions set out in the Notice of Extraordinary General Meeting as they intend to do in respect of their beneficial shareholdings of 12,000,000 Ordinary Shares, representing approximately 58 per cent. of the Company's issued ordinary share capital as at the date of this announcement. NOTICE OF GENERAL MEETING TRICOLOR SPORT Plc (the Company) Notice is hereby given that a general meeting of the above named Company will be held at 25 Watling Street, London EC4M 9BR on 25 July 2014 at 12.00pm to consider and if thought fit pass the following resolutions, resolution 1 as an ordinary resolution and resolution 2 as a special resolution: Ordinary resolution 1. Authority to allot shares THAT, in accordance with section 551 of the Companies Act 2006, the directors be generally and unconditionally authorised to allot Relevant Securities (as defined in the notes to this resolution):- 1.1 up to 10,000,000 ordinary shares of 0.01 pence each pursuant to the Option Agreement (as defined in the notes to this resolution); and 1.2 up to an additional aggregate nominal amount of 200,000 provided that the authority shall, unless renewed, varied or revoked by the Company, expire on 25 July 2019 save that the Company may, before such expiry, make offers or agreements which would or might require Relevant Securities to be allotted and the directors may allot securities in pursuance of the Option Agreement and any such offer or agreement notwithstanding that the power conferred by this resolution has expired. Special Resolution 2. Disapplication of pre-emption rights THAT in accordance with section 570 of the Companies Act 2006, the directors be generally empowered to allot equity securities (as defined in section 560 of the Companies Act 2006) pursuant to the authority conferred by resolution of the shareholders of the Company on 25 July 2014, as if section 561(1) of the Companies Act 2006 did not apply to any such allotment, provided that this power shall: 2.1 be limited to the allotment of 10,000,000 ordinary shares of 0.01 pence each pursuant to the Option Agreement; and 2.2 up to an additional aggregate nominal amount of 200,000; and expire in respect of the authority contained in paragraph 2.2 of this resolution, on 25 July 2019 (unless renewed, varied or revoked by the Company prior to or on that date), save that the Company may, before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of the Option Agreement any such offer or agreement notwithstanding that the power conferred by this resolution has expired. 10 July 2014 By order of the Board Pascal Blanc Director Registered Office 179 Great Portland StreetLondon W1W 5LS Notes 1. Any member entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company. 2. In these resolutions the expression:- "Option Agreement" means the agreement between the Company (1) and Gilbert Elliot Holdings Limited (2) dated 12 June 2013 entitling Gilbert Elliot Holdings to subscribe for up to 10,000,000 ordinary shares of 0.01 pence each up to 11 June 2023; "Relevant Securities" means:- * shares in the Company, other than shares allotted pursuant to: * an employee share scheme (as defined in section 1166 of the CA 2006); * a right to subscribe for shares in the Company where the grant of the right itself constituted a Relevant Security; or * a right to convert securities into shares in the Company where the grant of the right itself constituted a Relevant Security; and * any right to subscribe for or to convert any security into shares in the Company other than rights to subscribe for or convert any security into shares allotted pursuant to an employee share scheme (as defined in section 1166 of the Companies Act 2006). References to the allotment of Relevant Securities in these resolutions include the grant of such rights. Tricolor Sport plc Tricolor Sport plc, founded by a team of successful ski professionals, distributes high end and niche ski wear in Europe. The Company holds exclusive distribution licences with the iconic brand Vuarnet and operates in Europe. Tricolor Sport plc is listed on the GXG Official List (Primary listing), a Regulated Market operated under the European Markets in Financial Instruments Directive (MiFID), the Open Market of the Frankfurt Stock Exchange and XETRA, and is directly regulated by Finanstilsynet, the Danish Financial Supervisory Authority. GXG: TRSP. Frankfurt 2T5 and with WKN A1XBUV. Contact Tricolor Sport plc Pascal Blanc - Director- pascalblanc@tricolorsport.fr Tel - +44 (0) 20 8705 2000 Keswick Global Tim Curle - info@keswickglobal.com Tel - +43 (1) 740 408 045



THE DIRECTORS OF THE COMPANY ACCEPT RESPONSIBILITY FOR THIS STATEMENT


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Source: PR Newswire (UK Disclosure)


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