AGM Information • Mar 17, 2022
AGM Information
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This document is important and requires your IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are advised to consult your stockbroker, solicitor, accountant or other professional adviser authorised pursuant to the Financial Services and Markets Act 2000 immediately. If you have sold or transferred all of your ordinary shares in Bunzl plc you should pass this document to the purchaser or transferee, or to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Bunzl plc Registered Office: York House 45 Seymour Street London W1H 7JT
Registered in England No. 358948
To the holders of ordinary shares 10 March 2022
Dear Sir or Madam
The 2022 AGM of Bunzl plc (the 'Company') is to be held at 2.00 pm on Wednesday 20 April 2022 at The Great Hall, 60 Victoria Embankment, London, United Kingdom, EC4Y 0JP.
Based on current UK government advice in respect of the ongoing COVID-19 pandemic, we are intending to hold this year's AGM as a physical meeting and welcome shareholders to attend in person should they wish to do so. If you do plan to attend, we politely ask that you follow recommended health and safety precautions at all times during the AGM and maintain social distancing. Please do not attend the AGM if you are experiencing any COVID-19 symptoms at the time.
Given the ongoing situation with COVID-19, we will continue to closely monitor public health guidance and legislation concerning public gatherings and COVID-19 safety measures. Should circumstances change before the time of the AGM, including that restrictions on gatherings are re-introduced by the UK government, we will notify shareholders of any necessary changes to the AGM arrangements through a public announcement made via the Regulatory Information Service as early as possible before the date of the AGM. Any updates to the position will also be included on the Company's website at www.bunzl.com. You will see from the notice of meeting in Appendix 1 to this letter (the 'Notice of Meeting') that, in addition to the routine business to be dealt with at the AGM, there is one item of other business contained in Resolution 17. An explanation of Resolutions 3 to 17 inclusive is set out below and certain further information is given in the Appendices to this letter.
Under the Company's articles of association, at every AGM all the directors at the date of the Notice of Meeting shall retire from office and may offer themselves for re-appointment by the members. Each of the directors will once again retire at this year's AGM and will stand for re-appointment by the members. Biographical details of each director seeking re-appointment and their contributions to the long term sustainable success of the Company can be found in Appendix 2 to this letter.
PricewaterhouseCoopers LLP ('PwC') were first appointed as the Company's auditors in May 2014 following a competitive tender process and have been re-appointed at each subsequent AGM. Following a review by the Audit Committee of PwC's independence and objectivity and of the effectiveness of the audit process, the Audit Committee recommended to the Board that PwC be re-appointed as the Company's auditors and, subject thereto, that such recommendation be put to shareholders for approval at this year's AGM. Resolution 10 therefore seeks approval for the re-appointment of PwC as the Company's auditors until the conclusion of the next general meeting at which accounts are laid before the Company. Resolution 11 seeks authorisation for the directors, acting through the Audit Committee, to set the auditors' remuneration.
Resolution 12 seeks shareholder approval for the directors' remuneration report as set out on pages 125 to 149 (inclusive) of the Annual Report for the year ended 31 December 2021, excluding the part of the report which sets out the directors' remuneration policy. The directors' remuneration report discloses how the Company's existing directors' remuneration policy was implemented during 2021 and sets out details of each director's remuneration throughout the year. The vote is advisory and the directors' entitlement to remuneration is not conditional upon the resolution being passed. At the Company's 2021 AGM, the directors' remuneration policy was approved by shareholders. The directors' remuneration policy is set out on pages 141 to 149 (inclusive) of the Annual Report for the year ended 31 December 2021, for reference purposes only. There are no proposed changes to the directors' remuneration policy which require shareholder approval to be sought at this year's AGM.
The Company's external auditors, PwC, have audited those parts of the directors' remuneration report that are required to be audited and their report is set out on pages 214 to 221 (inclusive) of the Annual Report for the year ended 31 December 2021.
Shareholders' authority is required before the directors may allot ordinary shares in the Company. Resolution 13 replaces the authority granted at last year's AGM. Paragraph (a) of Resolution 13 would give the directors the authority to allot ordinary shares and to grant rights to subscribe for or to convert any securities into ordinary shares in the Company up to a maximum aggregate nominal amount equal to £36,150,121 which represents one third of the Company's issued share capital as at 10 March 2022.
In addition, and in line with guidance issued by the Investment Association (the 'IA'), paragraph (b) of Resolution 13 would give the directors the authority to allot ordinary shares and to grant rights to subscribe for or convert any securities into shares in connection with a rights issue, up to a further aggregate nominal amount of £36,150,121 which represents an additional one third of the nominal value of the Company's issued share capital as at 10 March 2022. In line with the IA guidance, authority under paragraph (b) of Resolution 13 would only be used to allot shares pursuant to a fully pre-emptive rights issue.
While the directors do not have any present intention to issue new ordinary shares except under the Company's share option schemes and, if necessary, to satisfy the consideration payable for businesses to be acquired, the directors believe that having the additional allotment authority sought under Resolution 13 is in stakeholders' best interests to ensure that the Company has maximum flexibility in managing its capital resources. The authorities supersede all previous authorities and will expire 15 months from the passing of the resolution or at the next AGM, whichever shall first occur. The directors intend to seek to renew these authorities at next year's AGM.
Shareholders' authority is required before the directors may allot ordinary shares in the Company (including any ordinary shares which the Company has purchased and has elected to hold as treasury shares) for cash (unless the issue or sale takes place pro rata to existing ordinary shareholders). Such an authority has been sought annually by the Company. The existing authority will expire at this year's AGM.
By proposing Resolution 14, the directors seek a renewal of such authority although, at present, there is no intention to exercise such authority.
Under the renewed authority, the directors may at any time, should appropriate circumstances arise, allot ordinary shares for cash in connection with pre-emptive offers or otherwise up to a maximum amount of 16,869,982 ordinary shares, being 5% of the Company's issued share capital as at 10 March 2022. In respect of this maximum amount, the directors confirm their intention to follow the provisions of the Pre-Emption Group's Statement of Principles (the 'Principles') regarding cumulative usage of authorities within a rolling three year period, where the Principles provide that usage of such authorities in excess of 7.5% of issued ordinary share capital should not take place, except in connection with an acquisition or specified capital investment referred to in the Principles, without prior consultation with shareholders.
This authority will expire 15 months from the passing of the resolution or at the next AGM, whichever shall first occur.
Special Resolution 15 (Specific authority to disapply pre-emption rights in connection with an acquisition or specified capital investment)
The Principles state that, in addition to the general authority to allot ordinary shares for cash up to a maximum aggregate nominal amount equal to 5% of total issued ordinary share capital, as proposed in Resolution 14, the Pre-Emption Group is supportive of extending the general authority for certain purposes. Accordingly, and in line with the Principles, the directors are also seeking the authority to allot ordinary shares for cash on a non-pre-emptive basis up to an additional maximum aggregate nominal amount of £5,422,518, being 5% of the Company's issued share capital as at 10 March 2022. The maximum nominal value of equity securities which could be allotted, if the authorities under both Resolutions 14 and 15 were used, would be £10,845,036, being 10% of the total issued share capital of the Company as at 10 March 2022.
The additional authority proposed in Resolution 15 will only be used to fund one or more acquisitions or specified capital investments which are announced contemporaneously with the relevant issue, or which have taken place in the preceding six month period and are disclosed in the announcement of the issue, as referred to in the Principles. While the directors have no present intention of exercising this authority, the directors consider that the additional authority sought at this year's AGM will benefit the Company and its shareholders generally since there may be occasions in the future when the directors need the flexibility to finance acquisitions or capital investments by issuing shares for cash without a pre-emptive offer to existing shareholders. This authority will expire 15 months from the passing of the resolution or at the next AGM, whichever shall first occur.
Resolution 16 replaces a similar authority granted to the directors at last year's AGM which is valid until the conclusion of this year's AGM.
No ordinary shares have been purchased under the current authority. The proposed authority will be exercised in the future only if the directors consider it to be in the best interests of the Company and its shareholders, given the market conditions and price prevailing at the time.
For a further explanation of this proposal and a brief summary of its taxation consequences, please see Appendix 3 to this letter.
Resolution 17 also replaces a similar authority granted to the directors at last year's AGM to allow the Company to hold general meetings (other than AGMs) on 14 clear days' notice as required by section 307A of the Companies Act 2006. The shorter notice period would not be used as a matter of routine for such meetings but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. The Company will also need to meet certain requirements for electronic voting under section 307A of the Companies Act 2006 before it can call a general meeting on 14 clear days' notice.
The authority will be effective until next year's AGM, when it is intended that a similar resolution will be proposed.
The directors have again decided that voting on each of the Resolutions to be put to this year's AGM will be taken on a poll. The directors believe a poll vote is more representative of shareholders' voting intentions because shareholders' votes are counted according to the number of ordinary shares held and all votes tendered are taken into account. The results of the poll will be announced through a Regulatory Information Service and made available on the Company's website as soon as practicable following the closing of this year's AGM.
Unless otherwise stated, all references to the Company's issued share capital in this letter are to the Company's issued ordinary share capital as at 10 March 2022, being the latest practicable date prior to the publication of this letter, which was 337,399,633 ordinary shares carrying one vote each. Therefore, the total voting rights in the Company as at 10 March 2022 was 337,399,633. The Company does not, as at 10 March 2022, being the latest practicable date prior to the publication of this letter, hold any shares in treasury.
Prior to and during the AGM, shareholders may submit questions about the business to be conducted either in writing to the Company's registered office (for the attention of the Company Secretary) or by email to [email protected]. The Company will answer any questions that have been submitted prior to the date of the AGM during the AGM itself.
Shareholders are reminded that they may access a recording of the Company's 2021 annual results webcast, together with the associated presentation slides, in the 'Results and reporting hub' section of the Company's website at www.bunzl.com.
Shareholders are asked to complete the enclosed Form of Proxy and to post it to the Company's registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible, but in any event so as to arrive by no later than 2.00 pm on Thursday 14 April 2022 (or not less than 48 hours before the time fixed for any adjourned AGM, provided that no account shall be taken of any part of a day that is not a working day). Completion and posting of the Form of Proxy will not preclude shareholders from attending and voting in person at this year's AGM, should they wish to do so.
Those submitting a proxy are encouraged to consider appointing the Chair of the AGM, rather than some other named person, as their proxy to ensure that their vote is counted in the event that public health guidance and/or legislation change between the date of this letter and the date of the AGM, such that it is no longer permissible or advisable for shareholders to attend the AGM in person. A user of the CREST system (including a CREST Personal Member) may appoint a proxy by having an appropriate CREST message transmitted so as to be received by no later than 2.00 pm on Thursday 14 April 2022 (or not less than 48 hours before the time fixed for any adjourned AGM, provided that no account shall be taken of any part of a day that is not a working day).
Copies of the directors' service agreements and letters of appointment will be available for inspection at any time during normal business hours on normal working days from and including the date of the Notice of Meeting up to and including 20 April 2022 at the Company's registered office, as will a copy of the Annual Report for the year ended 31 December 2021. All such documents will also be available for inspection in The Great Hall, 60 Victoria Embankment, London, United Kingdom, EC4Y 0JP from 1.45 pm on 20 April 2022 until the conclusion of this year's AGM.
The directors are unanimously of the opinion that the proposals described in this letter are in the best interests of the Company and its shareholders as a whole. Accordingly, they recommend shareholders vote in favour of the Resolutions set out in the Notice of Meeting in Appendix 1 to this letter, including those referred to above, as they intend to do in respect of their own beneficial holdings.
The directors are proposing a final dividend of 40.8p per ordinary share in the Company for the year ended 31 December 2021 (the 'Final Dividend') for approval at this year's AGM. Pursuant to the DRP, shareholders will again be offered the opportunity to receive ordinary shares in the Company instead of any cash dividend to which they would otherwise have been entitled.
The DRP allows eligible shareholders to increase their shareholdings in the Company in a simple and cost-effective way. Once a shareholder has elected to participate in the DRP, any cash dividend will be reinvested in ordinary shares in the Company bought on the London Stock Exchange through a specially arranged share dealing service. As the DRP does not require the creation of any new ordinary shares in the Company and therefore does not lead to dilution of the value of the existing ordinary shares in the Company, the directors believe that the DRP is beneficial to the Company's shareholders as a whole.
If you have already joined, or choose to join the DRP, the Final Dividend will be used to buy ordinary shares in the Company. A dealing commission of 0.75% of the value of the ordinary shares purchased will be charged (subject to a minimum of £2.50) and deducted from the amount of the Final Dividend. Stamp duty reserve tax will also be charged at the prevailing rate (currently 0.5% of the total consideration payable for the ordinary shares purchased) and deducted from the amount of the Final Dividend. If you have not already joined the DRP and wish to do so, you may check whether you are eligible by referring to the terms and conditions of the DRP and subsequently apply online at www.investorcentre.co.uk. Alternatively, you may contact the Company's registrar, Computershare Investor Services PLC, on 0370 889 3257 to request the terms and conditions of the DRP and a printed mandate form, which must be returned to them at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ, so as to arrive no later than 5.00 pm on 13 June 2022 if you wish to participate in the DRP in respect of the Final Dividend. If you have already joined the DRP and wish to continue receiving dividends in shares, or if you have not already joined the DRP and wish to continue receiving dividends in cash, you need take no further action.
Information about the timetable in relation to the Final Dividend, the terms and conditions of the DRP (which are incorporated by reference into this letter) and how to join the DRP can also be found in the 'Dividend information' section of the Company's website at www.bunzl.com.
The timetable relating to the payment of the Final Dividend is as follows:
| Ordinary shares quoted ex-dividend | 19 May 2022 |
|---|---|
| Record date | 20 May 2022 |
| Payment date | 4 July 2022 |
Further copies of this letter may be obtained from the Company's registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ, during normal business hours on normal working days from the date of this letter until 14 April 2022.
Yours faithfully
Peter Ventress Chairman
NOTICE IS HEREBY GIVEN that the eighty-second Annual General Meeting ('AGM') of Bunzl plc (the 'Company' or 'Bunzl') will be held at The Great Hall, 60 Victoria Embankment, London, United Kingdom, EC4Y 0JP on Wednesday 20 April 2022 at 2.00 pm to consider and, if thought fit, pass the following Resolutions:
THAT the directors of the Company be authorised (pursuant to section 551 of the Companies Act 2006) to allot ordinary shares in the Company and to grant rights to subscribe for or to convert any security into ordinary shares in the Company:
such authority to apply until the end of next year's AGM (or, if earlier, 15 months from the passing of the resolution) but so that during this period the Company may make offers, and enter into agreements, which would, or might, require ordinary shares to be allotted or rights to subscribe for or to convert securities into ordinary shares to be granted after the authority ends and the directors may allot ordinary shares or grant rights to subscribe for or convert securities into ordinary shares under any such offer or agreement as if the authority had not ended.
THAT, if Resolution 13 is passed, the directors of the Company be given power to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash under the authority given by that Resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to be limited:
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; and
(b) to the allotment (otherwise than under paragraph (a) above) of equity securities or sale of treasury shares up to a nominal amount of £5,422,518, representing 5% of the nominal value of the Company's issued share capital as at 10 March 2022,
such power to apply until the end of next year's AGM (or, if earlier, 15 months from the passing of the resolution) but, in each case, during this period the Company may make any offers, and enter into any agreements, which would, or might, require any equity securities to be allotted (and any treasury shares to be sold) after the power ends and the directors may allot any equity securities (and/or sell any treasury shares) under any such offer or agreement as if the power had not ended.
THAT, if Resolution 13 is passed, the directors of the Company be given power, in addition to any power granted under Resolution 14, to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash under the authority given by paragraph (a) of Resolution 13 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to be:
THAT the Company be authorised, for the purposes of section 701 of the Companies Act 2006, to make one or more market purchases (as defined in section 693(4) of the Companies Act 2006) of its ordinary shares of 32¹ ⁄⁷p each ('Ordinary Shares'), such power to be limited:
such power to apply until the end of next year's AGM (or, if earlier, 15 months from the passing of the resolution) but so that during this period the Company may enter into any contracts to purchase any Ordinary Shares which will or may be completed or executed wholly or partly after the power ends and the Company may purchase any Ordinary Shares pursuant to any such contract as if the power had not ended.
THAT a general meeting other than an AGM may be called on not less than 14 clear days' notice.
By Order of the Board
Suzanne Jefferies Secretary 10 March 2022
6. CREST members and, where applicable, their CREST sponsors or voting service providers, should note that Euroclear UK & Ireland Limited 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 or 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 system provider(s), are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
7. 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.
Biographical details of directors
1 Member of the Audit Committee 2 Member of the Remuneration Committee 3 Member of the Nomination Committee 4 Independent director
Chairman of the Board since April 2020, having been appointed Chairman designate in June 2019. Chairman of the Nomination Committee.
He was formerly a non-executive director of Premier Farnell plc, Staples Solutions NV and Softcat plc and was Chief Executive Officer of Berendsen plc from 2010 to 2016. Prior to this he held several senior executive roles including International President of Staples Inc and Chief Executive Officer of Corporate Express NV, a Dutch quoted company which was subsequently acquired by Staples. He is currently Chairman of Galliford Try Holdings plc.
Chief Executive Officer since April 2016, having been appointed as an executive director in February 2016.
He joined Bunzl in 1994 when Bunzl acquired his family owned business in the Netherlands and he subsequently assumed responsibility for a number of businesses in other countries. In 2002 he became Chief Executive Officer of PontMeyer NV, a listed company in the Netherlands, before rejoining Bunzl in 2005 as the Managing Director of the Continental Europe business area. He is a member of the Supervisory Board of Koninklijke Ahold Delhaize N.V.
Chief Financial Officer since January 2020, having been Chief Financial Officer designate since September 2019.
He qualified as a Chartered Accountant with Ernst & Young before moving to the investment bank Dresdner Kleinwort Benson. During his career he has held a number of senior positions at Geest plc and Bakkavor Group plc, including that of Chief Financial Officer of Bakkavor Group. He was Chief Financial Officer of Coats Group plc between 2012 and 2016 and prior to joining Bunzl was Chief Financial Officer of Inchcape plc.
Senior Independent Director 1 2 3 4
Non-executive director since February 2015, Senior Independent Director and Chair of the Remuneration Committee.
Formerly Chief Executive Officer of Blick plc from 2001 to 2004, she subsequently became UK Managing Director of Ultraframe PLC from 2004 to 2006 and was appointed OBE in 2002 for Services to Industry and Export. She is currently Chair of Marshalls plc.
Non-executive director 1 2 3 4
Non-executive director since March 2017 and Chairman of the Audit Committee.
Having previously held a number of senior finance positions with BG Group plc, latterly as Group Financial Controller, he subsequently joined Intertek Group plc, where he was Chief Financial Officer from 2010 to 2014. He is presently Chief Financial Officer of Experian plc.
Non-executive director 1 2 3 4
Non-executive director since May 2017.
After holding a number of positions with Sonepar and Royal Dutch Shell, he subsequently became Managing Director, Distribution Europe of CRH plc in 1999. He then joined the Board of SHV Holdings NV in 2007, where he was initially responsible for the Makro and Dyas businesses, before becoming Chief Executive in 2014, a position he held until 2016. He is a member of the Supervisory Board of CM.com and Cabka N.V. and a non-executive director of IMCD N.V.
Non-executive director 1 2 3 4
Non-executive director since June 2020.
Formerly Chief Executive Officer of Computer Software Group plc from 2002 until 2007, she subsequently founded and was Chief Executive Officer of Advanced Computer Software Group plc from 2008 until 2015. She was appointed OBE in 2018 for services to the digital economy. She is Chair of AdvancedAdvT Limited, Deputy Chair of M&C Saatchi plc and a non-executive director of Softcat plc and Plum Acquisition Corp. I. Vin's appointments as Chair of AdvancedAdvT Limited and non-executive director of Plum Acquisition Corp. I require significantly less time to be committed to the roles than would ordinarily be associated with such positions in other listed companies, given that AdvancedAdvT Limited and Plum Acquisition Corp. I are special purpose acquisition companies. The Board is satisfied with Vin's overall external time commitments and her impeccable Board and Committee meeting attendance.
Authority is sought for the Company to purchase up to 10% of its issued ordinary shares, renewing the authority granted by shareholders at last year's Annual General Meeting ('AGM'). Ordinary shares purchased by the Company pursuant to this authority may be held in treasury or may be cancelled. The directors will consider holding any ordinary shares the Company may purchase as treasury shares. This would give the Company the ability to re-issue treasury shares quickly and cost-effectively and would provide the Company with additional flexibility in the management of its capital base. The Company does not currently hold any shares in treasury.
The directors have no present intention of exercising the authority to make market purchases. However the authority provides the flexibility to allow them to do so in the future. The directors will exercise this authority only when to do so would be in the best interests of the Company, and of its shareholders generally, and could be expected to result in an increase in the earnings per share of the Company.
The minimum price, exclusive of expenses, which may be paid for an ordinary share is 32¹ ⁄⁷p. The maximum price, exclusive of expenses, which may be paid for an ordinary share is the highest of: (i) an amount equal to 5% above the average market value of an ordinary share for the five working days immediately preceding the date of the purchase; and (ii) the higher of the price of the last independent trade and the highest current independent purchase bid at the time on the trading venue where the purchase is carried out.
The number of options to subscribe for ordinary shares outstanding at 10 March 2022, being the latest practicable date prior to the date of the Chairman's letter, was 1,279,088, representing 0.4% of the Company's issued share capital as at that date. If the existing authority given at last year's AGM and the authority now being sought by Resolution 16 were to be fully used, these outstanding options would represent 0.5% of the Company's issued share capital.
This authority will apply until the end of next year's AGM (or, if earlier, 15 months from the passing of the resolution).
The main taxation consequences under current UK legislation in force on 10 March 2022 of a purchase of ordinary shares taking place on or after 5 April 2022 pursuant to the proposed authority would be broadly as follows:
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