Pre-Annual General Meeting Information • May 7, 2020
Pre-Annual General Meeting Information
Open in ViewerOpens in native device viewer
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you should immediately consult your independent financial adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all your shares in FDM Group (Holdings) plc (the "Company"), please hand this document and the accompanying documents to the purchaser or transferee, or to the stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.
(incorporated and registered in England and Wales under the Companies Act 2006 with registered number 7078823)
Your attention is drawn to the letter from the Chairman of the Company which is set out on pages 2 and 3 of this document and which recommends you to vote in favour of the resolutions to be proposed at the 2020 Annual General Meeting of the Company. Notice of the Annual General Meeting to be held at 10.30 am on Tuesday 16 June 2020 at the Company's offices at 96-99 Queens Road, Brighton BN1 3XE is set out on pages 4 to 7 (inclusive) of this document.
In light of current and anticipated public health guidelines in connection with the coronavirus pandemic, you will not be permitted to attend the Annual General Meeting in person. We encourage you to vote by completing and submitting a form of proxy. In line with our ongoing paperless strategy, we have not provided a hard-copy form of proxy with this Notice of Annual General Meeting. Instead, we ask that you vote in one of the following ways:
You should appoint the chair of the Annual General Meeting as your proxy to ensure that your vote is counted. Any other proxy will not be allowed to attend the Annual General Meeting unless it is for the purpose of forming the quorum.
To be valid, your proxy vote must be received by the Company's registrars, Link Asset Services, by no later than 10.30 am on Friday 12 June 2020.
Further instructions relating to how you are able to vote are set out in the notes to the Notice of Annual General Meeting.
7 May 2020
Dear Shareholder
I am pleased to write to you with details of our Annual General Meeting (the "AGM") which we are holding at FDM Group's offices at 96-99 Queens Road, Brighton BN1 3XE on Tuesday 16 June 2020 at 10.30 am. The formal Notice of AGM is set out on pages 4 to 7 (inclusive) of this document.
For unavoidable reasons which I will explain below, the AGM will take a different form this year as shareholders will not be permitted to attend the AGM in person (beyond the two persons designated by the Board as being necessary to form a quorum). However, I would urge you to participate by voting ahead of the meeting by proxy.
In light of current and anticipated public health guidelines, I am asking Shareholders to comply with certain unprecedented but urgent measures for this year's AGM. These recommendations are designed to retain participation by Shareholders in the business of the AGM, while balancing health and safety considerations.
Under the "Stay at Home" measures imposed by the UK Government in response to the Covid-19 outbreak, public gatherings of more than two people are currently not permitted. As a result, you will not be permitted to attend the AGM in person. Anyone seeking to attend the meeting in person (beyond the two persons designated by the Board as being necessary to form a quorum) will be refused entry.
Shareholders wishing to vote on any of the matters of business at the AGM are therefore requested to submit their votes in advance by proxy using one of the methods referred to on page 1 of this document and in the notes on pages 12 to 15 of this document (inclusive). Your vote must be received no later than 10.30 am on 12 June 2020 (or, in the event of any adjournment, on the date which is 48 hours before the time of the adjourned AGM).
You should appoint the chair of the AGM as your proxy to ensure that your vote is counted.
You can still ask questions or raise matters of concern for you as a Shareholder by emailing our Company Secretary, Mark Heather (email: [email protected]). Please see paragraph 11 in the explanatory notes section of this document for further information.
The Board will seek to make the usual arrangements for a presentation of the half-year results by way of a separate presentation and follow-up meetings for certain Shareholders later in the year, depending on the longevity of the "Stay at Home" measures and the latest public health advice.
The Board is taking the above measures to safeguard the health of Shareholders and other participants, and to make the AGM as safe and efficient as possible. Public health advice issued by the UK Government in relation to Covid-19 is rapidly evolving and the Board therefore intends to keep the above arrangements under close review during this period. Circumstances may result in it being necessary to make further alternative arrangements for the AGM and we will seek to give you as much notice as possible. Details of any such arrangements will be communicated with Shareholders before the AGM via an announcement on RNS and through the Shareholder Information section of the Investors page on the Company's website (www.fdmgroup.com).
The results of the shareholders' voting will be published on our website (www.fdmgroup.com) and will be released to the London Stock Exchange as soon as practicable following the closing of the AGM.
There have been a number of changes to the Board since our last annual general meeting in April 2019. Jacqueline de Rojas and Alan Kinnear joined the Board as Non-Executive Directors on 1 October 2019 and 1 January 2020 respectively. As we announced on 27 March 2020, Robin Taylor retired from the Board on 29 April 2020. Robin had been a Non-Executive Director since June 2014 and Chair of the Audit Committee since October 2015. On behalf of the Board, I would like to thank Robin for his dedication and contribution to the Board's work over that remarkable period for the Group and we wish him all the best for the future. Alan Kinnear has now taken on the role of Chair of the Audit Committee.
As required by the UK Corporate Governance Code 2018 (the "Code"), all of the Directors will be offering themselves for re-election at the AGM.
Biographical details of each of the Directors (as at the date of this Notice) are given on pages 59 to 61 of the Company's Annual Report and Accounts for the period ended 31 December 2019 and on the Company's website (www.fdmgroup.com). Having considered the performance of and contribution made by each of the Directors at the relevant time, the Board remains satisfied that the performance of each Director continues to be effective and that each Director can demonstrate commitment to the role. As such the Board recommends the re-appointment of each Director who is standing for re-appointment.
Explanatory notes on the business to be considered at the AGM appear on pages 8 to 11 (inclusive) of this document.
The Directors of the Company consider that all the proposals to be considered at the AGM are in the best interests of the Company and its shareholders as a whole and are most likely to promote the success of the Company. The Directors unanimously recommend that you vote in favour of all the proposed resolutions as they intend to do in respect of their own shareholdings.
Yours sincerely
David Lister Chairman
Company number: 7078823
NOTICE IS HEREBY GIVEN THAT the 2020 Annual General Meeting of FDM Group (Holdings) plc (the "Company") will be held at the offices of the Company at 96-99 Queens Road, Brighton BN1 3XE on Tuesday 16 June 2020 at 10.30 am for the transaction of the following business.
You will be asked to consider and, if thought fit, pass the following resolutions. Resolutions 1 to 14 will be proposed as ordinary resolutions and resolutions 15 to 19 will be proposed as special resolutions.
1 To receive the Company's Annual Report and Accounts for the year ended 31 December 2019 together with the reports of the Directors and auditors.
2 To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) for the year ended 31 December 2019 as set out on pages 86 to 103 of the Annual Report 2019.
(a) in accordance with section 551 of the Companies Act 2006 (the "CA 2006"), the Directors be generally and unconditionally authorised to allot Relevant Securities (as defined in the notes to this resolution) up to an aggregate nominal amount of £363,972 provided that this authority shall, unless renewed, varied or revoked by the Company, expire at the end of the next annual general meeting of the Company after the passing of this resolution or, if earlier, at 11.59 pm on 15 September 2021 (being 15 months after the date of this resolution) save that the Company may, before such expiry, make offers or agreements which would or might require Relevant Securities to be allotted or rights to subscribe for or convert any Relevant Security into shares to be granted after it expires and the Directors may allot Relevant Securities or grant rights to subscribe for or convert any Relevant Security into shares in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired;
(b) that, in accordance with section 551 of the CA 2006 and in addition to the authority granted pursuant to clause 14(a) of this resolution, the Directors be generally and unconditionally authorised to allot Relevant Securities (as defined in the notes to this resolution) in connection with a rights issue up to a further aggregate nominal amount of £363,972 provided that this authority shall, unless renewed, varied or revoked by the Company, expire at the end of the next annual general meeting of the Company after the passing of this resolution or, if earlier, at 11.59 pm on 15 September 2021 (being 15 months after the date of this resolution) save that the Company may, before such expiry, make offers or agreements which would or might require Relevant Securities to be allotted or rights to subscribe for or convert any Relevant Security into shares to be granted after it expires and the Directors may allot Relevant Securities or grant rights to subscribe for or convert any Relevant Security into shares in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.
For the purposes of this resolution, "rights issue" means an offer to:
and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.
These authorities shall apply in substitution for all previous authorities (but without prejudice to the validity of any allotment pursuant to such previous authority).
The authority granted by this resolution will expire at the end of the next annual general meeting of the Company after the passing of this resolution or, if earlier, at 11.59 pm on 15 September 2021 (being 15 months after the date of this resolution), save that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted (or treasury shares to be sold) after the authority expires and the Directors may allot equity securities (or sell treasury shares) in pursuance of any such offer or agreement as if the authority had not expired.
This resolution revokes and replaces all unexercised powers previously granted to the Directors to allot equity securities or sell treasury shares as if section 561 of the CA 2006 did not apply but without prejudice to any allotment of equity securities or sale of treasury shares already made or agreed to be made pursuant to such authorities.
The authority granted by this resolution will expire at the end of the next annual general meeting of the Company after the passing of this resolution or, if earlier, at 11.59 pm on 15 September 2021 (being 15 months after the date of this resolution), save that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted (or treasury shares to be sold) after the authority expires and the Directors may allot equity securities (or sell treasury shares) in pursuance of any such offer or agreement as if the authority had not expired.
This authority shall take effect on the date of passing of this resolution and shall (unless previously revoked, renewed or varied) expire at the end of the next annual general meeting of the Company after the passing of this resolution or, if earlier, at 11.59 pm on 15 September 2021 (being 15 months after the date of this resolution), save in relation to purchases of Ordinary Shares the contract for which was concluded before the expiry of this authority and which will or may be executed wholly or partly after such expiry.
18 That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.
19 That the articles of association contained in the document produced to the meeting and, for the purpose of identification, signed by the Chairman of the meeting, be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the existing articles of association of the Company.
By order of the Board
Registered Office: 3rd Floor, Cottons Centre, Cottons Lane, London SE1 2QG Registered in England and Wales under company number 7078823
7 May 2020
The Board asks that shareholders receive the Company's Annual Report and Accounts for the period ended 31 December 2019 together with the reports of the Directors and Auditors (the "2019 Annual Report and Accounts").
The Directors' Remuneration Report is set out in full on pages 86 to 103 of the 2019 Annual Report and Accounts. In accordance with section 421 of the Companies Act 2006 (the "CA 2006"), the Directors' Remuneration Report contains:
The resolution is an advisory resolution and accordingly entitlement of a Director to remuneration is not conditional on the resolution being passed.
The Directors' Remuneration Policy was approved by shareholders at the Company's Annual General Meeting in 2018 and remains unchanged since then. It will be valid for three years from then without further shareholder approval. The Directors expect that the Company will next propose a resolution to approve the Directors' Remuneration Policy at the Annual General Meeting to be held around April 2021.
In accordance with the provisions of the Code, all of the Company's Directors will retire at this year's AGM and offer themselves for re-election. Resolutions 3 to 11 deal with their proposed re-election.
Biographical details of all the Directors (as at the date of this Notice) are set out on pages 59 to 61 of the 2019 Annual Report and Accounts and appear on the Company's website www.fdmgroup.com. The biographical details also contain information about each Director's experience.
In 2019 the Board carried out a review its effectiveness which looked at, amongst other matters, the way in which the Board as a whole discharges its responsibilities and functions, and the contribution of individual Directors to the Board and, where appropriate, its committees. Following that review, the Board considers that the performance of each Board member continues to be effective and demonstrates the commitment required to continue in their present roles, and that the contribution of each Director continues to be important to the Company's long-term sustainable success. This consideration is based on, amongst other things, the business skills and industry experience of each Director, as well as their knowledge and understanding of the Company's business model. The Board has also considered the other contributions which individuals may make to the work of the Board, including with a view to ensuring that the Board maintains a diverse balance of skills, knowledge, backgrounds and capabilities which will support good decision-making, as well as their ability to commit the appropriate time necessary to their roles. Further details of the review of the Board's effectiveness are set out on page 83 to 84 of the 2019 Annual Report and Accounts.
Accordingly the Board recommends the re-appointment of each Director.
On the recommendation of the Audit Committee, the Board proposes at Resolution 12 that PricewaterhouseCoopers LLP be re-appointed as auditors of the Company and Resolution 13 proposes that the Directors be authorised to determine the level of the auditors' remuneration.
This resolution deals with the Directors' authority to allot Relevant Securities (as defined below) in accordance with section 551 of the CA 2006 in order to replace the authority given at the last Annual General Meeting of the Company held on 25 April 2019. This resolution complies with the Investment Association Share Capital Management Guidelines issued in July 2016 and the Pre-Emption Group's Statement of Principles issued in March 2015.
If passed, the resolution will authorise the Directors to allot Relevant Securities up to a maximum nominal amount of £363,972 which represents approximately 33.3% of the Company's issued ordinary shares (excluding treasury shares) as at 6 May 2020 and a further amount of £363,972 which represents approximately 33.3% of the Company's issued ordinary shares (excluding treasury shares) as at 6 May 2020 in respect of a fully pre-emptive offer. As at close of business on 6 May 2020, the Company did not hold any treasury shares.
The authority granted by this resolution will expire on the conclusion of next year's Annual General Meeting or, if earlier, on 15 September 2021. The Directors have no present intention to exercise the authority conferred by this resolution (other than for the purposes of issuing shares to satisfy the exercise of options under the Company's employee share schemes), but consider it desirable to have sufficient authority in place, as permitted by corporate governance guidelines, to respond to market developments and to enable allotments to take place in a timely manner, should such a situation arise.
In this resolution, "Relevant Securities" means:
If the Directors wish to allot new shares or grant rights over shares or sell treasury shares for cash (other than pursuant to an employee share scheme) company law requires that these shares are first offered to existing shareholders in proportion to their existing holdings. There may be occasions, however, when the Directors will need the flexibility to finance business opportunities by the issue of ordinary shares without a pre-emptive offer to existing shareholders. This cannot be done unless the shareholders have first waived their pre-emption rights.
Resolution 15 will, if passed, give the Directors power, pursuant to the authority to allot granted by resolution 14, to allot equity securities (as defined by section 560 of the CA 2006) or sell treasury shares for cash without first offering them to existing shareholders in proportion to their existing holdings: (a) in relation to pre-emptive offers; and (b) in any other case, up to a maximum nominal amount of £54,595 which represents approximately 5% of the Company's issued ordinary share capital (excluding treasury shares) as at 6 May 2020 (being the latest practicable date prior to the publication of this document).
The power granted by this resolution replaces the authority given at the last Annual General Meeting of the Company held on 25 April 2019 and will expire on the conclusion of next year's Annual General Meeting or, if earlier, on 15 September 2021.
Resolution 16 will, if passed, give the Directors power, pursuant to the authority to allot granted by resolution 14 and in addition to the authority granted pursuant to resolution 15, to allot equity securities (as defined by section 560 of the CA 2006) or sell treasury shares for cash without first offering them to existing shareholders in proportion to their existing holdings up to a maximum nominal amount of £54,595 which represents approximately 5% of the Company's issued ordinary share capital (excluding treasury shares) as at 6 May 2020 (being the latest practicable date prior to the publication of this document) where such allotment is used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of the Company determines to be an acquisition or another capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group (the "Statement of Principles") prior to the date of this notice.
The maximum nominal value of equity securities that could be allotted on a non-pre-emptive basis if the authorities in both resolutions 15 and 16 were used would be £109,190, which represents approximately 10% of the issued ordinary share capital of the Company as at the close of business on 6 May 2020.
The Directors do not intend to issue shares for cash on a non-pre-emptive basis representing more than 7.5% of the Company's issued ordinary share capital in any rolling three-year period (other than in connection with an acquisition or specified capital investment as described in the Statement of Principles) without prior consultation with shareholders.
The Directors have no present intention to exercise the authority conferred by these resolutions.
In certain circumstances, it may be advantageous for the Company to purchase its own shares and resolution 17 seeks the authority from shareholders to do so. The Directors will continue to exercise this power only when, in the light of market conditions prevailing at the time, they believe that the effect of such purchases will be to increase earnings per share and is in the best interests of shareholders generally. Other investment opportunities, appropriate gearing levels and the overall position of the Company will be taken into account when exercising this authority.
Any shares purchased in this way will be cancelled and the number of shares in issue will be reduced accordingly, save that the Company may hold in treasury, or in the Company's Employee Benefit Trust, any of its own shares that it purchases pursuant to the CA 2006 and the authority conferred by this resolution. This gives the Company the ability to re-issue treasury shares quickly and cost-effectively and provides the Company with greater flexibility in the management of its capital base. It also gives the Company the opportunity to satisfy employee share scheme awards with treasury shares or shares held in the Company's Employee Benefit Trust. Once held in treasury, the Company is not entitled to exercise any rights, including the right to attend and vote at meetings in respect of the shares. Further, no dividend or other distribution of the Company's assets may be made to the Company in respect of the treasury shares.
In accordance with guidance issued by the Investment Association, the resolution specifies the maximum number of ordinary shares that may be acquired (approximately 10% of the Company's issued ordinary share capital as at 6 May 2020 (being the last business day prior to the publication of this Notice)) and the maximum and minimum prices at which they may be bought.
The Company has options outstanding over 1,765,850 ordinary shares, some of which vested on 10 March 2020, and the remainder of which are due to vest in 2021 and 2022, subject to certain conditions being met, representing 1.62% of the Company's ordinary issued share capital (excluding treasury shares) as at 6 May 2020. If the authority now being sought by resolution 17 were to be fully used, these would represent 1.80% of the Company's ordinary issued share capital (excluding treasury shares) at that date.
Resolution 17 will be proposed as a special resolution to provide the Company with the necessary authority. If given, this authority will expire at the conclusion of the next Annual General Meeting of the Company in 2021 or, if earlier, on 15 September 2021.
The Directors intend to seek renewal of this power at subsequent Annual General Meetings.
The notice period required by the CA 2006 for general meetings (other than an Annual General Meeting) is 21 clear days unless the Company:
This resolution seeks such approval and will be proposed as a special resolution. The shorter notice period would not be used as a matter of routine, but only where the flexibility is merited by the business of the meeting and is thought to be in the interests of shareholders as a whole. Should this resolution be approved it will be valid until the end of the next Annual General Meeting.
This resolution proposes to adopt new articles of association (the "New Articles") in order to update the Company's current articles of association (the "Current Articles") which were adopted at the time of the initial public offering in 2014.
The principal changes introduced in the New Articles are summarised below, and are primarily intended to reflect changes to UK Corporate Governance requirements and developments in market practice (minor, technical and clarifying changes have not been noted).
The New Articles showing all the changes to the Current Articles are available for inspection on the Shareholder Information page in the Investors section of the Company's website at www.fdmgroup.com. The main changes are summarised below as follows:
The New Articles contain a provision to confirm that share certificates sent by the Company are sent at the member's risk.
The authority to issue bearer shares has been removed from the New Articles in accordance with The Small Business, Enterprise and Employment Act 2015.
The New Articles contain additional provisions to provide the Company with flexibility in the event it becomes necessary to postpone a general meeting after the sending of notice of a general meeting but before the meeting is held. This means that if it is not possible or practical to hold a general meeting on the date, time or place stated in the notice of meeting, the Directors can postpone the meeting and change the date, time or place of meeting.
To make it easier for the Company's members to take part in future general meetings and to increase shareholder engagement, the New Articles will permit the Company to hold "hybrid" general meetings where members have the option to attend and participate either in person (in a main location or in specified satellite locations) or virtually by electronic means. Certain consequential changes to facilitate this amendment have been made throughout the New Articles.
The Board believes it is appropriate in the current circumstances to allow the Company greater flexibility to align with technological advances and changes in investor sentiment and market practice.
Although there are no immediate plans to appoint new Directors to the Board of the Company, the New Articles have been amended to allow a maximum number of eleven Directors to be appointed to the board (increased from ten). This is intended to ensure that, among other things, the Company will be able to comply with the obligations under the Code regarding the composition of the Board while having a balance of executive and non-executive Directors.
In order to reflect the requirements of the Code and the Company's current practice, the New Articles will require that all Directors be subject to annual re-election by the members (save for any Director appointed by the Board between the notice of meeting being sent out and the meeting).
The New Articles will update the circumstances in which a Director must vacate office to reflect the approach taken on mental and physical incapacity in the model articles for public companies.
The New Articles will provide the Company with greater flexibility when dealing with the shares of untraceable members. The changes include the replacement of the requirement to place notices of the proposed sale in newspapers with requirements for the Company to instead use reasonable steps to trace the member, including sending a final notice to the last known address of the member, before deciding whether to sell the member's shares.
As under the Current Articles, the New Articles will allow the Company to sell the shares of members who have been untraced for a period of 12 years or more. Whilst the Current Articles provide that the Company will be indebted to the member for the proceeds of such sale, the New Articles will treat such proceeds as immediately forfeited following such sale. The New Articles provide that the Company may use the proceeds of sale for any purpose as the Board may from time to time decide, including to fund charitable causes.
As under the Current Articles, the New Articles provide that any unclaimed dividends or other payments are automatically forfeited after 12 years. The New Articles provide that the Company may use the forfeited funds for any purpose as the Board may from time to time decide, including to fund charitable causes.
The New Articles also set out additional circumstances in which the Company may treat payments as unclaimed by members.
The New Articles will permit the Company to pay dividends in a more convenient manner for members by allowing the Company to use different distribution channels, including by electronic means and will also permitting the Board to decide which payment method is to be used on any particular occasion. The Board has no current plans to change the payment arrangements but believes it is important that the Company is able to cater for new developments and changes in practice, including considering the efficiency and costs saving that might flow from a change to electronic only payments.
Only those shareholders registered in the Company's register of members at:
shall be entitled to appoint a proxy and vote at the meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to appoint a proxy and vote at the meeting.
Please refer to the Coronavirus update section in the Chairman's letter on page 2 of this Notice of AGM. As long as the "Stay at Home" measures remain in force, no shareholders or proxies, other than the Chair of the AGM and an additional employee shareholder, will be admitted to the AGM.
A copy of this notice, including the information required by section 311A of the Companies Act 2006 (the "CA 2006"), can be found at www.fdmgroup.com.
If you are a shareholder 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. You can only appoint a proxy using the procedures set out in these notes.
If a proxy appointment is submitted without indicating how the proxy should vote on any resolution, the proxy will exercise his discretion as to whether and, if so, how he/she votes.
If you are not a member of the Company but you have been nominated by a member of the Company to enjoy information rights, you do not have a right to appoint any proxies under the procedures set out in this "Appointment of proxies" section. Please read the section "Nominated persons" below.
A proxy does not need to be a shareholder of the Company. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. 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 Chair of the AGM) and give your instructions directly to them.
Shareholders can:
If you need help with voting online, or require a paper proxy form, please contact our Registrars, Link Asset Services, on 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. This phone service is available from 9.00 am to 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Alternatively you can email Link at [email protected].
Appointment of a proxy does not preclude you from attending the meeting and voting in person (although please see the Chairman's letter accompanying this Notice of AGM).
A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, 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.
Please note that as long as the "Stay at Home" measures remain in force, no shareholders or proxies, other than the Chair of the AGM and an additional employee shareholder, will be admitted to the AGM. If you wish to appoint a proxy, you are strongly encouraged to appoint the Chair of the AGM to ensure that your vote is counted. Please refer to the Coronavirus update section in the Chairman's letter on page 2 of this Notice of AGM for further details.
If you obtain a proxy form using one of the methods referred to in note 3 above, then to appoint a proxy using that proxy form, the form must be:
In the case of a shareholder which is a company, the proxy form 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 proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) of it 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 behalf.
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 & Ireland Limited's ("EUI") 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 Link Asset Services ID (RA10) no later than 10.30 am on Friday 12 June 2020, or, in the event of an adjournment of the meeting, 48 hours before the adjourned meeting. 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 the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. 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 EUI 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 Instructions. 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/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 as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
In the case of joint holders, where more than one of the joint holders completes a proxy appointment, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
Shareholders 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 (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.
Where you have appointed a proxy using a hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Link Asset Services on 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. This phone service is available from 9.00 am to 5.30 pm, Monday to Friday excluding public holidays in England and Wales.
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.
A shareholder may change a proxy instruction but to do so you will need to inform the Company in writing by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Link Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. In the case of a shareholder 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.
The revocation notice must be received by Link Asset Services no later than 10.30 am on Friday 12 June 2020.
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.
A corporation which is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.
As at 6 May 2020 (being the last practicable day prior to the publication of this Notice), the Company's issued share capital comprised 109,191,669 ordinary shares of £0.01 each. The Company does not hold any shares in treasury. Each ordinary share 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 6 May 2020 (being the last practicable day prior to the publication of this Notice), is 109,191,669.
The website referred to in note 2 will include information on the number of shares and voting rights.
If you would like to ask the Directors a question in connection with the business of the meeting, you can do so by sending a question by email to the Company Secretary ([email protected]). We will endeavour to provide you with a response as soon as possible. The Company has an obligation to cause such questions to be answered unless they fall within any of the statutory exceptions. No answer will therefore be required to be given if: (i) it is undesirable in the interests of the Company or the good order of the AGM; (ii) to do so would unduly interfere with the preparation for the meeting or involve the disclosure of confidential information; or (iii) the answer has already been given on a website in the form of an answer to a question.
Under section 338 and section 338A of the CA 2006, members meeting the threshold requirements in those sections have the right to require the Company: (i) to give, to members of the Company entitled to receive notice of the AGM, notice of a resolution which may properly be moved and is intended to be moved at the meeting; and/ or (ii) to include in the business to be dealt with at the AGM any matter (other than a proposed resolution) which may be properly included in the business. A resolution may be properly moved or a matter may properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise), (b) it is defamatory of any person or, (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than the date six clear weeks before the AGM; or (ii) if later, the time at which notice is given of the AGM, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.
Under section 527 of the CA 2006 members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the CA 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the CA 2006. Where the Company is required to place a statement on a website under section 527 of the CA 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website.
The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the CA 2006 to publish on a website.
If you are a person who has been nominated under section 146 of the CA 2006 to enjoy information rights ("Nominated Person"):
Copies of the service contracts of the Executive Directors and the Non-Executive Directors' contracts for services and a copy of the draft articles of association of the Company to be presented for approval at the AGM and a copy of the existing articles of association marked to show the changes being proposed in resolution 19 are available for inspection at the Company's registered office during normal business hours and at the place of the meeting from at least 15 minutes prior to the meeting until the end of the meeting. Copies of these documents will also be made available on the Shareholder Information page in the Investors section of the Company's website at www.fdmgroup.com.
Except as provided above, shareholders who have general queries about the meeting should use the following means of communication (no other methods of communication will be accepted):
You may not use any electronic address provided either: (i) in this Notice of AGM; or (ii) any related documents (including the Chairman's letter), to communicate with the Company for any purposes other than those expressly stated.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.