Texel Sheep Society AGM Booklet 2023

AGM 2023 Thursday 23rd November at 15.30 Woodland Grange Conference Centre Old Milverton Lane Leamington Spa CV32 6RN

Further information available at texel.uk/our-society/agm/

CONTENTS PAGE

DETAILS.

2

AGM Notice

3

Directors’ attendance records

4

Minutes of the Annual General Meeting held 12th November 2022

13

The Chair’s report

15

The Chief Executive’s report

20

Report of The Trustees & Financial statements for the year ended 31st March 2023

44

Proxy voting form & guidance notes

Page 1 of 46

Notice of the Annual General Meeting Notice is hereby given that the Annual General Meeting of the British Texel Sheep Society Limited will be held at Woodland Grange, Old Milverton Lane, Royal Leamington Spa CV32 6RN, on Thursday 23rd November 2023 at 15.30 for the following purposes.

1.

To Receive apologies for absence 2.

RESOLUTION: Approval of the minutes and Matters Arising of the AGM which took place on 12th November 2022 in the Argyle Suite, Drimsynie Estate Hotel, Lochgoilhead, Cairndow, PA24 8AD 3.

To receive the Chairman’s report 4.

To receive the Chief Executive’s report 5.

RESOLUTION: To receive, consider and adopt the income and expenditure account for the year ended 31st March 2023 and the balance sheet as at that date and; to receive, consider and adopt the reports of the Board of Directors and the Auditors for the year ended 31st March 2023.

6.

RESOLUTION: To confirm the appointment of Dafferns LLP as the Auditors for the Society and to authorise the Board of Directors to fix their remuneration.

7.

SPECIAL RESOLUTION: To receive, and if thought fit, pass the following A. That paragraph (a) of article 38 of Part 2 of the articles be deleted and replaced by the following in substitution therefor:For the purposes of election of area members the Board of Directors shall divide the United Kingdom and overseas into areas, the boundaries of which shall be decided by the Board of Directors and which may be varied from time to time as the Board of Directors may so decide. Save in relation to overseas countries each area so specified shall be entitled to elect one member to the Board of Directors, but such a member shall reside in the area for which he or she seeks election. Such a member elected shall be known as an area member. The election of area members shall be by ballot of the members of the Society resident within the area for which the member is seeking election and shall further be subject to the provisions of Article 39. Such ballot shall take place by such means as the Board of Directors in its sole discretion deems appropriate including but not by way of limitation by post or in electronic form. The area member of the Board of Directors allocated to the overseas members shall be the Chairman from time to time.

B. That the definition of the Bye-laws in article 1 of Part 2 of the articles be amended to refer to regulation 42(a) and not regulation 45(a).

8.

Announcement of Board of Directors election results Area 1 North of Scotland, David McKerrow, Uppermill/Tillycairn - unopposed Area 3 South East of Scotland, Neil Harvey, Blackadder - unopposed Area 4 South West of Scotland & Cumbria, Nick Woodmass, Harene – unopposed Area 11 South Wales & Borders, Keith Thomas, Tywi – unopposed Area 13 Mid Wales & Borders, James Draper, Claybury – unopposed 9.

Any other business that has been approved by the Chairman for discussion.

By order of the board John Yates MBA Chief Executive & Company Secretary 20/09/2023 The Mechanics Workshop, New Lanark, Lanark, ML11 9DB

Page 2 of 46

List of Directors’ attendance at Board meetings - 1st April 2022 - 31st March 2023

DIRECTOR

AREA

BOARD MEETINGS

Graeme Knox

1

2 of 4

Robert Laird

2

4 of 4

John Elliot

3

1 of 4

Roy Campbell

4

4 of 4

Sam Beachell

5

3 of 4

Jeff Aiken

6

4 of 4

Steve Martin

7

4 of 4

Peter Mitchell

8

4 of 4

Angus Howie

9

3 of 4

Dafydd Jones

10

3 of 4

Bridget Booker

11

3 of 3

Alastair Gault

12

3 of 4

Steve Smith

13

4 of 4

Page 3 of 46

Minutes from the Annual General Meeting, 12th November 2022 held at the Argyll Suite, Drimsynie Estate Hotel, Lochgoilhead, Cairndow PA24 8AD The chairman (Roy Campbell – Cowal/Royel) welcomed all to the AGM and declared the meeting open at 16.30, he commented that it was good to see so many faces, Covid restrictions had severely restricted attendance at the two previous AGMs. In attendance Roy Campbell – Cowal/Royel Graham Taylor – Parkholme Jeff Aiken – Procters/Tatham Hall Alan Mounsey – Wardhall Jennifer Aiken – Coniston Roz Teward – New View Peter Mitchell – Avon Vale Jimmy Warnock – Watchknowe Sam Beachell – Samsar Gordon Grey – Ettrick Bridget & Jon Booker – Towy Texels Keith Jamieson – Annan Alastair Gault – Forkins Angus Howie – Millhouse John Yates – Company Secretary/CEO Dafydd Jones – Kitrob Gil Burton – Minute taker Robert & Joyce Laird – Cambwell Ailish Ross – Society staff Steve Martin – Broomhall Isla Campbell (Photographer) Steve & Helen Smith – Penparc Keith Campbell – Cowal/Overburns Harry & Irene Woodmass (non member) Harry Wilkinson – Arkle Robert & Margaret Fleming (non member) 1.

To Receive apologies for absence The chairman advised apologies had been received from the following members.

John Elliot – Roxburgh - Mershott Graeme Knox - Haddo Nigel & Shirley Hamill - Ballynadrenta Geoffrey Fleck - Ballymarlow Jenna Ballantyne - Roadend Steve Richardson - Stonebridge

2.

The chairman asked for any other apologies. None forthcoming.

RESOLUTION: Approval of the minutes and matters arising from the AGM which took place on 12th November 2021 at Woodland Grange, Leamington Spa. The chairman advised the minutes had been available on the website and were within the AGM booklet as circulated, he asked for any comments or questions. None forthcoming.

The chairman asked for a proposer and seconder for approval of the published minutes.

Proposed by Bridget Booker – Towy Texels Seconded by Peter Mitchell – Avon Vale The chairman advised all matters had been completed and asked for any questions.

None forthcoming.

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3.

To receive the Chairperson’s report The chairman referred to the report which had been available on the website and was printed within the AGM booklet. He highlighted sections of his report including the topics below.

The chairman said a highlight of 2022 was attendance at Scotsheep and the Society success at NSA Sheep event at Malvern, with the Society taking 1st place in in the breed Society stand class and the best pen of sheep at the event. The whole stand was second to none, he wanted to thank all involved in supplying the sheep and the office staff. The YDP Five Nations event had been a great success. With attendees from across the UK and Ireland. Many made new friends over the weekend and will remain friends forever. The next Five Nations event is in 2023 and will take place in Northern Ireland.

The chairman thanked the Society staff, contractors and regional clubs that help the Society operate throughout the year. He also thanked the board of directors for their support, effort and time, advising that some meetings are time consuming, and additional meetings had been added to the schedule this past year. He has been proud to have supported the creation of iTexel and the inaugural national show held in Carlisle in 2021 during his tenure and thanked all those involved in making the initiatives a success.

4

The chairman thanked his vice chairman, Jeff Aiken (Procters Farm) for giving him the option to continue as chairman for another year, due to the impact of COVID on Society events, it has been great having the opportunity to attend the shows, sales and events and being able to meet with Society members. He asked for any questions or comments on his full report. None forthcoming.

To receive the Chief Executive’s report The CEO said as they had just heard, Roy had enjoyed his time as chairman over the last three years, despite during which we all had to meet the challenges of a pandemic. The CEO thanked the chairman for his support during his three-year term.

The CEO referred those present to the presentation shown on screen and gave a detailed explanation on the following topics.

Board of directors continued focus: maintaining & developing core services retention of high-quality staff use of affordable technology world class communications and promotions. iTexel continues to provide member satisfaction and is core to Society service delivery for: registry sales cataloguing texelplus genetic improvement services Page 5 of 46

Critical investments in the year under review are detailed in the report on page 12 and 15, largely focused on: iTexel development genetic consultancy activity, part funded through grant funding from CIEL overhaul of texelplus member fees roll out of iTexel sales cataloguing service to support and simplify clubs’ administration.

Society continues to lead industry in many ways: NSA Sheep event 2022 successes “Best stand and best stock on stand, seldom achieved by one Society.

YDP programme. The CEO expanded further on the £250 education awards that go to four students at four UK universities in England, Wales, Scotland and Northern Ireland, and the introduction of the Spotlight award which will be presented to a young breeder nominated by their regional club for being a ‘local hero’, going above and beyond to support young breeders in their region, this award aims to encourage young breeders, involve clubs and to integrate and participate in youth initiatives as part of the Texel breed promotions.

Commercial producer and Texel sales promotions delivered through digital and hard copy media.

Society members bulletin, full of results, facts, figures statistics, articles, news and reminders. Hard copies mailed to all fully paid-up members twice a year and available on the Society website., developed to improve communication to members.

A separate publication now in its 12th year has proven successful in the promotion of the breed an Society sales, the Society “Primestock magazine circulated to ~60,000 UK sheep producers annually and aimed at Society members’ customers, commercial producers using Texel stock.

World class communications Research & Development: The Society’s recent studies on the Texel breed have provided new genomic and genetic information, leading the way for new tools and services becoming available to members.

The Society has collaborated with UK and international research organizations, including CIEL, SRUC, Smarter, GrassToGas and AbacusBio, and continues to develop new collaborative initiatives to support the breeds promotion and development.

The CEO informed those present that they were invited to attend a seminar at the Roslin research institute at the University of Edinburgh which has been organised by SRUC in collaboration with the Texel Society and AbacusBio to showcase the Society’s latest research in the sheep sector. This is taking place on 7th December, and will include topics on lamb survival, genomic evaluations, international evaluations for sheep, greenhouse gas emissions, setting of breeding goals and index development and the economic and environmental impact of genetic improvement of the Texel breed on UK Industry. He hoped it would be well attended, particularly by those within a reasonable travel distance of Edinburgh.

Impact: Page 6 of 46

The CEO advised that a recent survey, trial results and sales performance have demonstrated the Texel breed’s continued dominance as the leading force in the UK sheep sector with results showing: In the commercial market Texel account for 41% of sale value at Kelso and 37% at NSA Builth Wells Texel national sales grossed more than £2M for the 3rd year in a row.

14 of the top 20 rams in AHDB Ram Compare for overall carcass merit indexes over the last six years are Texel.

AbacusBio predict Texel will provide UK industry over £230M in benefits over the next ten years following the current usage and genetic trend.

More than 27% of all rams used in GB are Texel 15% of crossbred ewes in GB are Texel sired.

12% of all ewes in GB are Texel sired 2.6% of the national flock are purebred Texel The CEO commended the Society staff, thanked the Society board for supporting him, and the members for choosing Texel, which has collectively provided the success that the Society and breed has today.

The CEO asked for any comments or questions.

Jimmy Warnock (Watchknowe) said, with the figures of rams and % of lambs, there is a difference in the price value of Texel crossed ewes, there can be significant differences for a cull ewe. The CEO advised that was referred to in his report, he expected the demand for Texel females was also due to the low depreciation values achieved as a result of high cull value.

5.

The CEO asked for any further comments or questions. None forthcoming.

RESOLUTION: To receive, consider and adopt the income and expenditure account for the year ended 31st March 2022 and the balance sheet as at that date and to receive, consider and adopt the reports of the Board of Directors and the Auditors for the year ended 31 st March 2022.

Please note: The Financial Statements have been prepared in accordance with small companies’ regime and Charity SORP 2015 (FRS102).

The CEO advised the accounts were available to view or download on the Society website and also included in the AGM booklet, copies of which were distributed at this meeting, he directed all to the presentation on screen.

INCOME; £798,266

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Expenditure: Increased by £71,081 (10.5%) from £677,725 to £748,806 Influenced by: legacy impact of large-scale research projects: phenotyping /genotyping Increase in events, promotions activity Staffing restructure provided a fall of £15,693 (6%) in salary costs, similar trend from previous year Overall financial performance for the period ended March 31st 2022 provided an operating performance of a net contribution of £62,765 (2021 net contribution of £245,516) The Board considers these results to be moving to a normal operating performance, highlighting impact of: Completion of R&D grant awarded projects during 2021-23 Overhaul of the Society administration and registry services, with focus on: Improvements to Society IT resources Upskilling staff/team.

Modest impact of COVID19 on expenditure.

Volatility of investment markets impacting on Society share portfolio.

Total funds carried forward total £1,186,947 (2021 £1,124,182) Page 29 (page 12 of statement) In summary the CEO advised:

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Financial and operational performance achieved what the Board considers to be a move to a more normal operating performance. Largely due to the recent years’ extraordinary influences created by the pandemic, largescale R&D projects and modernising the Society IT resources. The Society remains focused on implementing current strategies across communications, events and breed development.

Investment returns £13,305 Operating contribution £62,765 Total funds £1,186,947 The CEO asked for any questions.

Helen Smith (Penparc) asked if the reduction in the PRT fee had increased participation.

The CEO said the Breed Development, then Finance & General committees and ultimately the board had looked at the barriers and agreed they had to make it less costly to members to collect the data, there is a small subsidy in place for CT scanning already. The number of those recording has slightly increased those submitting birth weights, scan weights etc, by removing the barrier we can now engage with members, all would say it is too expense, removal of the cost barrier to £21.50 should continue to support the uptake of flocks participating.

Jimmy Warnock (Watchknowe) asked what state the office building is in, is it strong and sound. The CEO advised it was kept in a good state, it is fairly low maintenance office block, we have just had a new front doors fitted, probably the first time since the building was erected, we carry out repairs and/or decorating when needed. The building is on leasehold which still has over 10 years remaining. The F&G committee will be looking at next steps with that and developing costed options for the board’s attention in good time, the lease and the office continues to serve our purpose.

Robert Laird (Cambwell) suggested the Society extend the lease regardless and make it worth a bit more money. The CEO said there are no plans to currently, it’s a matter for the F&G committee to consider.

Roz Teward (New View) asked how many staff are employed at the office, the CEO said five, himself, Ailish, Gil, Ed and Katie, the CEO, Ed and Ailish are full-time, Gil and Katie are part time. Ms Teward said depending on staff going forward, do you consider what the staff want, for example working in isolation, do you think of their mental health and include them in decision making. The CEO said we are a small tight team, we work closely together, and we approach staff management on flexible options to ensure a healthy work life balance is achieved, happy healthy staff are usually easily retained and are productive.

We make sure we are all supported and part of decision making.

The chairman asked for any further comments or questions. None forthcoming.

The chairman asked for a proposer and seconder to approve and adopt the income and expenditure accounts for the year ended 31 March 2022 and the balance sheet as at that Page 9 of 46

6.

7.

date and to receive, consider and adopt the reports of the Board of Directors and the Auditors for the year ended 31 March 2022.

Proposed by Jeff Aiken (Procters) Seconded by Jimmy Warnock (Watchknowe) RESOLUTION: To confirm the appointment of Daffern’s LLP as the Auditors for the Society and to authorise the Board of Directors to fix their remuneration.

The chairman asked for a proposer and seconder to approve the appointment of Dafferns LLP as auditors for the Society and to authorise the board of directors to fix their remuneration.

Proposed by Steve Smith (Penparc) Seconded by Peter Mitchell (Avon Vale) Announcement of Board of Directors election results The chairman advised the results of the recent regional director/trustee elections.

Area 8

Southern Midlands of England – Peter Mitchell (Avon Vale)– unopposed

Area 9

South West of England – Angus Howie (Millhouse)– unopposed

Area 12 Northern Ireland – Alastair Gault – (Forkins) unopposed Area 11 South Wales & Borders – No nominations received – post vacant The chairman advised Angus Howie (Millhouse) became a director acquiring the remaining three years through the previous regional director for Southwest of England who had retired early from the role. Angus, therefore, completed the fourth year, he successfully stood again for a full four-year term.

South Wales – Bridget Booker (Towy Texels) has completed a two-year term when the previous director stood down halfway through a four-year term. She does not wish to stand for a further four-year post. The chairman stated how disappointing it is that no applications from the South Wales region have been received, it has been promoted twice and will now remain open, if those present at this AGM know of anyone eligible to stand, they should encourage them to come forward. He thanked Bridget for her input to the committees and board.

The CEO directed those present to the on-screen summary of memberships facts and figures, which included a breakdown of regional areas, adult/junior membership, and location of members.

Gordon Gray (Ettrick) asked if consideration could be given to the fact that Northern Ireland has just one representative on the board, Wales has three and of that one region is not interested in having a representative, could another board member from Northern Ireland be considered.

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In his opinion, and based on what he knows of the board, we can’t afford to have one less director, we could even consider increasing the board. The chairman advised that we went through the full procedure for each of the regional elections, we readvertised the vacant role following no applicants the first time and will do so again, it will stay on the agenda, we need people on the board to make it work.

The CEO advised that there is a facility in the Society Articles to change the number of directors that the board consists of. Additionally, they can also co-opt members if they require additional expertise for a specific purpose. Although there are no plans to do so currently. The board through the F&G committee review director regions and their boundaries and he expected they will continue to keep a watching brief on the suitability of the number and the regional boundaries to ensure the Society maintains good governance. The presentations of Society performance for the year under review provided today should offer the assurance that the Society is well governed, and the board’s function is supporting that success. He added that it was unlikely that the Society would need to adopt proportional representation as part of its board structure.

Helen Smith (Penparc) said you need diversity on the board, the CEO explained the Society does not recruit board members, directors are elected after them being nominated from their regional area. It is the Society’s constitution as a membership organisation and a legally accepted democratic process, the membership decides the candidates and the diversity of the board. Directors are not recruited and employed, they are elected as charity trustees with additional responsibility as a director due to the Ltd status of the Society, in addition to it being a charity.

The chairman asked for any further comments or questions. Non forthcoming.

He thanked the CEO for taking the questions from the membership, and all for coming, stating it was great to see more faces.

8.

The CEO advised the board has been discussing the 50th anniversary in 2024 for a couple of years, 2024 will soon be on us and will be the next AGM to include a social occasion, it is something we can all look forward to. Jimmy Warnock (Watchknowe) asked if it was 50 years in 2023 or 2024, the CEO advised the Society was founded in 1974. While there are various versions of when the breed arrived in UK, our records state it arrived in Scotland in 1972. The Society was registered and founded in 1974. The chairman said it is 20 years from the 30th and 10 from the 40th, 2024 will be the Society’s 50th Any other business that has been approved by the Chairman for discussion.

The chairman asked for any other business. None forthcoming.

The chairman thanked all for attending, he gave those present the times and locations for the evening pre-dinner drinks reception and dinner dance following it. He asked board members to stay on for a brief meeting and declared the AGM over at 17.28.

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Matters Arising from the 2022 AGM held on Saturday 12th November at 16.30 Argyll Suite, Drimsynie Estate Hotel Item Description Lead Status 5.

6.

Adopt the income and expenditure account for the year ended 31 March 2021 and the balance sheet as at that date and adopt the reports of the board of Directors and the Auditors for the year ended 31 March 2021 Confirm the appointment of Daffern’s LLP as the auditors for the Society and authorise the Board of Directors to fix the remuneration of the Auditors.

CEO

COMPLETED

CEO

COMPLETED

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Chairman’s report AGM 2023

It is a huge honour and privilege for me to deliver this report as chair of the Society’s board. Little did I think when I first became involved with the breed all those years ago that I would be in this position, particularly when I look back at all the great people who have held this office before me.

There can be no doubting that 2023 has once again been another exceptional year for the breed and in turn the Society. The quality of stock at all the major shows was tremendous and a true testament to the effort and hard work of breeders the length and breadth of the UK. Our breed is in the enviable position of being the most popular sire breed in the country and that is thanks to the hard work and dedication of Society members.

Continuing to produce the type of sheep demanded by the commercial sector continues to stand the breed in good stead and must remain the focus.

On a lighter note, it was great to hear so many positive reports back from the YDP Five Nations Weekend in Northern Ireland. The enthusiasm of the next generation is great to see and must be fostered and encouraged to support the next generation.

The success of this event and many others provided and supported by the Society throughout the year, continues to remind me that while the Society exists to maintain and promote the breed, it is the people we meet through the breed which make the Society what it is today.

Sales season was another tremendous time for the breed, with, for the second year in a row, three rams trading at 100,000gns or more at Lanark and for the first time, two of these coming from the same flock.

However, while the top priced animals will always generate the headlines what must also be noted and celebrated is the strong base in the trade at all four of the Society’s national sales with nearly half of the rams at these sales selling at 1000gns or less.

Page 13 of 46

Both Regional Club and major commercial sales across the country also saw tremendous demand for Texels, with the breed dominating the trade at many sales, including both Kelso and the Main NSA Sale, Builth Wells.

The clearance rates and averages being achieved at all these sales are exceptional, long may it continue to be so.

Of course, none of this success would be possible were it not for the hard work and dedication of both the Society staff and the board of directors. I thank you all for your efforts and support over the last 12 months.

The work put in by the Texel team to ensure the smooth running of the Society takes a huge weight off the board and allows us to concentrate our efforts where needed.

And finally, may I take this opportunity to remind members that 2024 will be the 50th anniversary of the founding of the Society, a huge milestone in its history.

There are a number of special events and activities planned for next year and I look forward to seeing many, many members joining in the celebrations.

Jeff Aiken Chairman of the Board November 2023

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Chief executive’s report

The Board’s primary focus continues to be the delivery of core services allied to the Society’s charitable purpose. Ongoing investment in improvements in key areas, including registry and data technology services have enabled the Society to become increasingly efficient.

Key activities for the year included show and sales, breed development services, the youth development programme and events attendance, along with the everpresent finance and governance.

All of this activity is delivered by a small, but effective and dedicated team of experienced staff equipped with modern, digital technologies. This ensures the continued success of the society, membership support, breed promotions, genetic improvement, and registry services.

It should be noted that the Society’s investment in these technologies has boosted the member experience at the same time as increasing business resilience. The society continues to lead on agri-tech, with self-funded genetic improvement services and a data driven culture, under pinning its reputation as a progressive well governed organisation.

Breed promotion continues to be a core theme, with this pursued via a variety of means, including a significant investment in high quality communications aimed at members, potential new members and commercial producers. The Society’s Primestock magazine now in its thirtenth year of production, is widely distributed via third-party media, reaching more than 50,000 farms each year, promoting pedigree sales, the breed and the society.

The full financial performance of the Society is contained in the Trustees and Financial Statements for the year ended March 31st 2023, the key highlights are: • As a result of restructuring administration, a trend toward reducing staff costs in line with the Society’s adoption of modern databases. This has seen total staff cost reductions of 11.4% (£35,580) between 2019 and 2023 and further savings are budgeted in the current financial year providing a 23.41% (£79,902) reduction from 2019 to 2024.

Page 15 of 46

• Increased investment in the core activity of Breed promotion, including total expenditure on sales, show and trade events, direct mailing of publications and use of web and social media communications came to £254,990, a rise of 16.4% (£41,975) on the previous year.

• Paralleled with increases in Breed development expenditure by 15.17% (£31,740) due to direct research activities. Significant resources are expended to support members, through the genetic improvement service texelplus, providing future proofing of Society services and the latest breeding tools available for members and their flocks development, influencing the breed’s prime position in the marketplace.

As the Society, with its 2200 strong membership approaches its 50th anniversary, it is worth reflecting on not only the Society’s success, but also that of the Texel breed. Thanks to the services provided by the Society in support of its membership over five decades, the Texel breed is now the most popular sire breed in the country, three times as popular as the next nearest breed.

Page 16 of 46

In addition, it is also the second most popular maternal breed, second only to the various Mule types. Texel sired females make up more than 17% of the ewes in the country.

This is an outstanding achievement for any breed organisation in the livestock sector, but the Society and breeders must remain aware to the challenges ahead.

This has been brought in to focus through the introduction of economic indexes for both terminal and maternal traits following the Society’s investment in a project with AbacusBio, a leading genetic consultancy, which examined the breed’s economic and environmental impact and helped provide further guidance on the breeding goals.

This has been supported by further development of the Society’s iTexel database, and there is likely to be further development in this area over the next 12 months as the Society looks to use the most up to date genomic technologies to deliver breed development and support the increase in genetic gain for commercially valued goal traits.

Given current trends, it is expected that genetic improvement in the Texel breed over the next 20 years will be worth more than £334m for the UK sheep industry, equating to £23.5m a year in annualised terms.

Page 17 of 46

Implementing the 2022 Society breeding objective offers an opportunity to increase future benefits by £16.9m over the next 20 years, or £1.2m/year in annualised terms.

The ever-shifting agri-political landscape is not helped by lack of direction provided by DEFRA, particularly with net zero targets. A concern remains of the potential impact of government policy on ruminant livestock production, and their keepers businesses. This inevitably will impact on the Society’s members and their customers, with changes to support payments and agri-environmental schemes starting to be seen in England and developments also coming in Northern Ireland, Scotland and Wales.

The society is mindful of this, and in recent years been heavily focused on research into tools that can support the sustainability of livestock and the role that Texel genetics has in support of a solution to net zero government targets and climate change.

It is important in these changing times that the Society invests in the best and most affordable tools to equip Texel members, as they strive to improve the genetics in their flocks. The Society demonstrates the breed’s ability to add value to farm businesses across the UK, as result of engaging with commercial producers, supply chain and supporting valuable research activity, resoundingly seen in the marketplace, with Texel primestock regularly achieving premium prices.

Importantly, pedigree Texel adds value to members’ business, with pedigree Texel rams earning significant premiums at major commercial ram sales across the UK. There are no quick or easy wins in livestock farming and performance of the Society over the last 12 months reflects this, as we ensure that the society’s funds work hard for the membership. The Society continues to invest in developing services, while keeping a close eye on costs and seeking to streamline where possible to ensure efficient use of resources.

There is a healthy outlook for the Society, with income and membership numbers remaining constant over the last year. With clear strategies in place to support core services, the board remains committed to seeking opportunities.

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Collaborating where it can, leading where it must, and investing ahead of time in order to ensure the Society provides the best services it is able to in the most cost-effective ways.

John Yates Chief executive, November 2023

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BRITISH TEXEL SHEEP SOCIETY LIMITED - PROXY VOTING FORM I / We ……………………………………………………………………………………. being member(s) of The British Texel Sheep Society Limited (with Flock Code …………………) hereby appoint ……………………………………………………………………. and failing him/her, the Chairman as my/our proxy to vote for me/us at the Annual General Meeting of the Society to be held at Woodland Grange Conference Centre, Old Milverton Lane, Leamington Spa, CV326RN, on Thursday 23rd November 2023 at 15.30 and at every adjournment thereof such proxy to vote for or against the resolutions set out below as indicated on this form of proxy.

Notice is hereby given that the Annual General Meeting of the Society will be held for the following purposes: RESOLUTION 2.: Approval of the minutes and Matters Arising of the AGM which took place on 12th November 2022 in the Argyle Suite, Drimsynie Estate Hotel, Lochgoilhead, Cairndow, PA24 8AD For

…………………….

Against …………………….

RESOLUTION 5.: To receive, consider and adopt the income and expenditure account for the year ended 31st March 2023 and the balance sheet as at that date and; to receive, consider and adopt the reports of the Board of Directors and the Auditors for the year ended 31st March 2023.

For

…………………….

Against …………………….

RESOLUTION 6.: To confirm the appointment of Dafferns LLP as the Auditors for the Society and to authorise the Board of Directors to fix their remuneration.

For

…………………….

Against …………………….

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SPECIAL RESOLUTION 7.: To receive, and if thought fit, pass the following A. That paragraph (a) of article 38 of Part 2 of the articles be deleted and replaced by the following in substitution therefor:For the purposes of election of area members the Board of Directors shall divide the United Kingdom and overseas into areas, the boundaries of which shall be decided by the Board of Directors and which may be varied from time to time as the Board of Directors may so decide. Save in relation to overseas countries each area so specified shall be entitled to elect one member to the Board of Directors, but such a member shall reside in the area for which he or she seeks election. Such a member elected shall be known as an area member. The election of area members shall be by ballot of the members of the Society resident within the area for which the member is seeking election and shall further be subject to the provisions of Article 39. Such ballot shall take place by such means as the Board of Directors in its sole discretion deems appropriate including but not by way of limitation by post or in electronic form. The area member of the Board of Directors allocated to the overseas members shall be the Chairman from time to time.

B. That the definition of the Bye-laws in article 1 of Part 2 of the articles be amended to refer to regulation 42(a) and not regulation 45(a).

For

…………………….

Against …………………….

By order of the Board …………………….………………

Dated November 23rd November 2023 Registered office: The Mechanics Workshop, New Lanark, Lanark, South Lanarkshire, ML11 9DB Company Number SC055423

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NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING Appointment of proxies 1. As a member of the Company, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the meeting. You should download the proxy form from the Society website at texel.uk/agm or contact the Society to request a copy to be sent to you. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.

2. A proxy does not need to be a member of the Company but must attend the meeting to represent you. Details of how to appoint the Chairman of the meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form.

3. If you do not give your proxy an indication of how to vote on any 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 using hard copy proxy form 4. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.

5. To appoint a proxy using the proxy form, the form must be completed and signed; • sent or delivered to the Company at The Mechanics Workshop, New Lanark, Lanark, South Lanarkshire ML11 9DB or The Texel Sheep Society, Unit 74, 4th Street, Stoneleigh Park, Kenilworth, Warwickshire CV8 2LG • received by the Company no later than 48 hours prior to the commencement of the meeting.

6. 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. Changing proxy instructions 7. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

8. 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 the Chief Executive.

9. 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 appointments 10. In order to revoke a proxy instruction, you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to The Mechanics Workshop, New Lanark, Lanark, South Lanarkshire ML11 9DB, or Texel Sheep Society, Unit 74, 4th Street, Stoneleigh Park, Kenilworth, CV8 2LG. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for 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.

11. The revocation notice must be received by the Company no later than the commencement of the meeting or adjourned meeting at which the proxy is used.

12. 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.

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British Texel Sheep Society Ltd Auditors: Dafferns LLP, One Eastwood, Harry Weston Road, Binley Business Park, Coventry CV3 2UB Solicitors: Lodders Solicitors, 10 Elm Court, Arden Street, Stratford Upon Avon, CV37 6PA Bankers: The Royal Bank of Scotland, 65 Stephenson Way, Wavertree, Liverpool, L13 1HE Registered office The Mechanics Workshop, New Lanark, Lanark, ML11 9DB - Registered office.

Administrative Office Unit 74 - 4th Street Stoneleigh Park, Stoneleigh Kenilworth, Warwickshire, CV8 2LG 02476 696 629, office@texel.co.uk, texel.uk

British Texel Sheep Society Limited: • A company registered in Scotland under company number SCO55423.

•

A Scottish Charity, SC007271, regulated by the Scottish Charity Regulator (OSCR).

•

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