Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

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F O R M 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2024

TRINITY BIOTECH PLC

(Name of Registrant)

IDA Business Park

Bray, County Wicklow, Ireland

 (Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒    Form 40-F ☐      

This Form 6-K is being incorporated by reference into our Registration Statements on Form S-8 (File Nos. 333-182279, 333-195232 and 333-253070) and Registration Statements on Form F-3 (File Nos. 333-264992, 333-267160, 333-279017 and 333-280391).

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EXPLANATORY NOTE

 

Trinity Biotech plc sent holders of its Ordinary Shares the following: “Letter from the Board of Trinity Biotech plc“, “Notice of Annual General Meeting“ and “Form of Proxy“. Copies of these documents are filed herewith as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 and incorporated herein by reference.

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EXHIBIT INDEX

 

Exhibit		Description
99.1		Letter from the Board of Trinity Biotech plc
99.2		Notice of Annual General Meeting
99.3		Form of Proxy

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TRINITY BIOTECH PLC
		Trinity Biotech plc
		(Registrant)
	By:	/s/ Louise Tallon
		Louise Tallon
		Chief Financial Officer

Date:  September 05, 2024

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Exhibit 99.1

Letter from the Board of Trinity Biotech plc

 

5 September 2024

 

Dear Shareholder,

 

Annual General Meeting of Trinity Biotech plc (the “Company”)

 

The board of directors (the “Board”) of the Company encloses notice of an annual general meeting of the Company, to be held at the Company’s registered office at IDA Business Park, Bray, County Wicklow, Ireland, A98 H5C8, on 30 September 2024 at 10:00am (the “AGM”).

 

Business of Annual General Meeting

 

We would like to take this opportunity to provide some additional information in relation to the various items of business which are to be considered at the AGM.

 

Ordinary Business

 

Resolution 1 deals with the reappointment of Grant Thornton as statutory auditor of the Company to hold office until the conclusion of the next annual general meeting at which accounts are laid before the Company.

 

Resolution 2 seeks to authorise the Board to fix the statutory auditors’ remuneration.

Resolution 3 proposes the re-appointment of Dr Andrew Omidvar as a director who retires at the AGM and, being eligible, offers himself for re-appointment.

Dr Omidvar has over twenty-five years of experience leading cross-functional teams to deliver cutting edge technology solutions in a variety of industries. He brings experience in development and product support for data and AI based systems in the medical device industry. Most recently Dr Omidvar served as Vice President of Government R&D and Enterprise for Philips.

How to Vote

 

ADS holders

 

If you have an interest in A ordinary shares, par value $0.0109, (“Ordinary Shares”) in ADS form (i.e., your shares are held as American Depository Shares through the program’s depositary, The Bank of New York Mellon (“BNY”)), you will receive voting instructions: (i) from BNY directly, in the case of registered holders of ADSs (sometimes referred to as holding ADSs “of record”), or (ii) in the case of ADSs held beneficially (ie, “in street”), from your broker. You must follow the instructions received in order to vote your shares.

 

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Registered Ordinary Shareholders

 

For those registered holders of Ordinary Shares who are not attending the meeting, we would strongly encourage you to vote your shares by completing, signing and returning the enclosed form of proxy as soon as possible. To be valid, forms of proxy duly signed together with the power of attorney or such other authority (if any) under which they are signed (or certified copy of such power or authority), must be lodged with Computershare Investor Services Ireland, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland, not later than 28 September 2024 at 10:00am  (or in the case of an adjournment, 48 hours before the time appointed for the holding of the meeting).

 

Please follow the simple instructions set forth on the proxy card you receive to vote your shares.

 

Recommendation

 

The Board is satisfied that the resolutions set out in the notice of AGM are in the best interests of the Company and its shareholders. Accordingly, the Board unanimously recommends that you vote in favour of each of the resolutions as they intend to do in respect of all the shares which can be voted by them.

 

As always, we thank you for your continued support.

 

Lousie Tallon

Company Secretary and Chief Financial Officer

 

5 September 2024

 

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Exhibit 99.2

  

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON 30 SEPTEMBER

2024 AT 10:00 AM

 

Notice is hereby given that an annual general meeting of Trinity Biotech plc (the “Company”) will be held at the Company’s registered office at IDA Business Park, Bray, County Wicklow, Ireland, A98 H5C8, on 30 September 2024 at 10:00am for the following purposes:

 

Ordinary Business

 

1.	To re-appoint Grant Thornton as statutory auditor of the Company to hold office until the conclusion of the next annual general meeting at which accounts are laid before the Company.

 

2.	To authorise the board of directors to fix the statutory auditors’ remuneration.

 

3.	To re-appoint Dr Andrew Omidvar as a director who retires, and, being eligible, offers himself for re-appointment.

 

During the AGM, the Board will present, for consideration by the shareholders, the Company’s statutory financial statements under Irish law for the fiscal year ended December 31, 2023 (including the reports of the directors and the Irish statutory auditor thereon) and a review of the Company’s affairs.

By order of the Board

Louise Tallon

Company Secretary

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Notes:

1.

Where used in this Notice the expressions “American Depositary Receipt” or “ADR” means an American depositary receipt evidencing one or more American depositary share(s), each of which in turn represents twenty Ordinary Shares.

2.

Any member entitled to attend and vote at this meeting may appoint a proxy who need not be a member of the Company to attend, speak and vote in his/her place. Completion of the enclosed form of proxy will not affect the right of a member to attend and vote at this meeting in person.

3.

To be valid, forms of proxy duly signed together with the power of attorney or such other authority under which they are signed (or certified copy of such power or authority), must be lodged with Computershare Investor Services Ireland, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland, not later than 28 September 2024 at 10:00am (or in the case of an adjournment, 48 hours before the time appointed for the holding of the meeting).

4.

The record date for the annual general meeting is 30 August 2024. Only those shareholders on the register of members and holders of ADRs at close of business on that date are entitled to vote at the annual general meeting or at any adjournment or postponement thereof.

5.

ADR holders may instruct the ADR depositary, The Bank of New York Mellon (BNY), as to the way in which the shares represented by their ADRs should be voted by completing and returning the voting card provided by BNY in accordance with the instructions delivered by BNY to ADR holders.

6.

Voting on each of the resolutions will be decided on a poll. This means that shareholders who do not attend the annual general meeting in person but have validly submitted a form of proxy will have their votes taken into account according to the number of shares they hold.

7.

All references to time in this Notice are to Irish Standard Time (as set out in the Standard Time Act 1968 and the Standard Time (Amendment) Act 1971).

8.

The board reserves the right to withdraw any resolution contained in this Notice from the business of the AGM at any time up to the commencement of the AGM.

9.

Board Diversity Matrix

 

Country of Principal Executive Offices	Ireland
Foreign Private Issuer	Yes
Disclosure Prohibited under Home Country Law	No
Total Number of Directors	5
Part I: Gender Identity	Female	Male	Non-Binary	Did Not Disclose  Gender
Directors		5
Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction	1
LGBTQ+	0
Did Not Disclose Demographic Background	0

 

10.

Board Practices, Corporate Governance and Compensation of Certain Executive Officers and Directors

Item 6.B (“Compensation”) of our Annual Report on Form 20-F for the year ended December 31, 2023 (which we refer to as our 2023 Form 20-F), contains information regarding compensation paid to our directors and certain office holders with respect to 2023. Item 6.C of our 2023 Form 20-F (“Board Practices”) contains additional information regarding our Board, its committees and our corporate governance practices.

We encourage you to review those portions of our 2023 Form 20-F, which we incorporate by reference herein (and for which we have provided a general link below), to obtain additional information: https://www.sec.gov/ix?doc=/Archives/edgar/data/888721/000117891324001486/zk2431245.htm

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Exhibit 99.3

Form of Proxy

For use at the annual general meeting to be held at IDA Business Park, Bray, County Wicklow, Ireland at 10:00 am on September 30, 2024 (the "Annual General Meeting").

I/We          ________________________________________________________________________________________________________________________

(BLOCK LETTERS)

of          ___________________________________________________________________________________________________________________________

being a member/members of the above Company hereby appoint the chairman of the Annual General Meeting

*or _________________________________________________________________________________________________________________________

as my/our proxy to vote for me/us on my/our behalf at the said meeting of the Company to be held at 10:00 am September 30, 2024 and at any adjournment thereof.

I/We direct that my/our vote(s) be cast on each specified resolution as indicated by an X in the appropriate box below.

This proxy may be exercised in respect of all / __________________________** shares registered in my/our name(s).

*If it is desired to appoint another person as proxy, these words should be deleted and the name and address of the proxy, who need not be a member of the Company be inserted.

**Where a proxy is not to have the authority to vote all shares registered in the name of the member/members, the member/members should specify the number of shares which may be voted by the proxy, where indicated above. Where the number of shares is not inserted, a proxy will be deemed to have authority to vote all of the shares registered in the member’s/members' name(s).

RESOLUTIONS
	For	Against	Withheld

Resolution 1 Reappointment of statutory auditor	☐	☐	☐
Resolution 2 Remuneration of statutory auditor.	☐	☐	☐
Resolution 3 Re-appointment of director Dr Andrew Omidvar.	☐	☐	☐

Dated this          day of September 2024

Signature          

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Notes:

1.

Where used in this Notice the expressions “American Depositary Receipt” or "ADR" means an American depositary receipt evidencing one or more American depositary share(s), each of which in turn represents twenty shares.

2.

Any member entitled to attend and vote at this meeting may appoint a proxy who need not be a member of the Company to attend, speak and vote in his/her place.  Completion of the enclosed form of proxy will not affect the right of a member to attend and vote at this meeting in person.

3.

To be valid, forms of proxy duly signed together with the power of attorney or such other authority under which they are signed (or certified copy of such power or authority), must be lodged with Computershare Investor Services Ireland, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland, not later than 28 September 2024 at 10:00am (or in the case of an adjournment, 48 hours before the time appointed for the holding of the meeting).

4.

The record date for the annual general meeting is 30 August 2024. Only those shareholders on the register of members and holders of ADRs at close of business on that date are entitled to vote at the annual general meeting or at any adjournment or postponement thereof.

5.

ADR holders may instruct the ADR depositary, The Bank of New York Mellon (BNY), as to the way in which the shares represented by their ADRs should be voted by completing and returning the voting card provided by BNY in accordance with the instructions delivered by BNY to ADR holders.

6.

Voting on each of the resolutions will be decided on a poll. This means that shareholders who do not attend the annual general meeting in person but have validly submitted a form of proxy will have their votes taken into account according to the number of shares they hold.

7.

All references to time in this Notice are to Irish Standard Time (as set out in the Standard Time Act 1968 and the Standard Time (Amendment) Act 1971).

8.

The proxy appointed shall not vote or attempt to exercise the right to vote attached to the shares, other than in accordance with instructions set out in this form of proxy. The proxy shall not have the right to vote the shares on any matter that comes before the meeting other than those specifically set out in the notice of meeting.

9.

The board reserves the right to withdraw any resolution contained in the notice of meeting from the business of the Annual General Meeting at any time up to the commencement of the Annual General Meeting.

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