Pre-Annual General Meeting Information • Mar 22, 2022
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 as to the action you should take, it is recommended that you seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, in the case of shareholders registered on the United Kingdom section of the share register, is authorised under the UK Financial Services and Markets Act 2000.
If you have sold or transferred all of your shares in Capital & Counties Properties PLC, please forward this document, together with the accompanying documents, to the purchaser or transferee, or to the bank, stockbroker or other agent through or to whom the sale or transfer was effected for delivery to the purchaser or transferee.
Protecting the health and well-being of all attendees at the 2022 Annual General Meeting is a priority for the Company. To minimise public health risks, shareholders are requested not to attend if they are displaying any symptoms of COVID-19, have recently been in contact with anyone who has tested positive for COVID-19 or have been advised to self-isolate in accordance with UK government guidance. The Company will continue to keep the arrangements for the 2022 Annual General Meeting under review, noting that it may be necessary for the Company to make changes at short notice if the situation in relation to COVID-19 changes. Any such updates will be announced by a Regulatory Information Service announcement on the London Stock Exchange and a Stock Exchange News Service announcement on the Johannesburg Stock Exchange, and will also be made available on the Company's website at www.capitalandcounties.com.
The Board of Directors of the Company recognises the value in maintaining engagement with the Company's shareholders. Although shareholders attending the Annual General Meeting will be able to ask questions, shareholders may wish to submit questions they wish to have answered in advance by sending an email to [email protected] or calling on +44 (0)20 3214 9170 by 5.00 pm (UK time) on 17 June 2022. The Company will endeavour to answer questions received prior to this deadline by 24 June 2022 and the responses to questions received will be made available on the Company's website. Any questions received after 5.00 pm on 17 June 2022 will be answered as soon as reasonably practicable, which may be after the Annual General Meeting has taken place. Shareholders may also view the Company's results presentation on the Company's website at www.capitalandcounties.com.
H.E. Staunton, Chairman
I.D. Hawksworth, FRICS, Chief Executive
S.S. Jobanputra, Chief Financial Officer
M.V.A. McGrath, Executive Director
C.J. Boyle
J.S. Lane OBE
A. Steains
Regal House 14 James Street London WC2E 8BU
22 March 2022
The formal notice convening the Annual General Meeting (the "Notice") of Capital & Counties Properties PLC (the "Company" or "Capco") to be held on 28 June 2022 at 11.30 am is set out on pages 7 and 8 of this document. For information on how to vote at the Annual General Meeting, including how to appoint a proxy to vote on your behalf, please refer to the 'Action to be taken' on page 5 of this document.
The Company's Annual Report and Accounts for the year ended 31 December 2021 (the "2021 Annual Report") contains information relevant to this meeting. Shareholders who have elected to receive information from the Company in hard copy have also been sent a copy of the 2021 Annual Report, whilst shareholders who have elected to receive information electronically will be able to view this document on the Company's website (www.capitalandcounties.com) from which the 2021 Annual Report can also be downloaded.
Further information on each of the resolutions is set out below:
The Directors of the Company must present the Company's Annual Report and Accounts for the year ended 31 December 2021, to be laid before the Company's shareholders at the Annual General Meeting.
A final dividend of 1.0 pence per ordinary share for the year ended 31 December 2021 is recommended for payment by the Directors. If shareholders approve the recommended final dividend, this will be paid on 8 July 2022 to all shareholders who were on the register of members at the close of business on 10 June 2022.
Resolution 3 is an ordinary resolution to approve the Directors' Remuneration Report. Shareholders are invited to approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy), which is included on pages 106 to 120 of the 2021 Annual Report and Accounts and provides details of remuneration for Directors in 2021. The Company's Auditor, PricewaterhouseCoopers LLP ("PwC"), has audited those parts of the Directors' Remuneration Report which are required to be audited and their report is issued in the 2021 Annual Report and Accounts.
In accordance with current company law, the vote on the Directors' Remuneration Report is advisory and no Director's remuneration is conditional upon the passing of this resolution.
At the Company's annual general meeting in 2020, the Directors' Remuneration Policy was approved by shareholders. The Directors' Remuneration Policy is not therefore required to be approved at this year's annual general meeting. The policy will be put to shareholders again no later than the Company's annual general meeting in 2023.
In accordance with the requirements of the UK Corporate Governance Code 2018 (the "Code"), all the Directors will offer themselves for re-election at this Annual General Meeting.
An internal Board evaluation was undertaken in 2021. Following consideration of the evaluation report and the contribution provided by each Director, I am pleased to confirm that the Board considers that each Director continues to make a valuable contribution to the Board's deliberations and continues to demonstrate commitment to their role. The Board has also considered whether each of the independent Non-executive Directors is free from any relationship that could materially interfere with the exercise of his or her independent judgement and has determined that each continues to be considered to be independent.
The Code states that a chair should not remain in post beyond nine years from the date of their first appointment to that board. I was appointed as Chairman of the Company in 2018, before the publication of the Code and have been Chairman for less than four years (although I was appointed to the Capco Board in 2010). As reported last year, a search for the Company's next Chair is ongoing. It is currently anticipated that a successor will be in place to allow me to step down during the coming year. The Board has confirmed that I continue to be viewed as independent by the Directors and that I have the full support of the Board pending appointment of my successor.
The Board therefore unanimously recommends that each Director be re-elected. Brief biographies of each Director, including their skills, experience and why their contribution continues to be important to the long-term success of the Company are set out on pages 12 and 13 of this document.
The Board, on the recommendation of the audit committee of the Company (the "Audit Committee"), recommends the re-appointment of PwC as the Company's Auditor, to hold office until the next general meeting of the Company at which accounts are presented. PwC were re-appointed as the Company's Auditor following a tender process undertaken in 2019, and the 2021 audit was the second led by the current audit partner. PwC have expressed their willingness to continue in office for a further year. The Directors are also requesting authorisation for the Audit Committee to determine the Auditor's remuneration. Details of the remuneration paid to the Auditor during the year ended 31 December 2021 can be found in the 2021 Annual Report.
Capco is listed in London and Johannesburg, and a proportion of the Company's shares are held by South African investors who sometimes have different market expectations particularly regarding the level of authority to issue new shares that shareholders expect to grant to boards. The Board continues to feel that, to preserve flexibility and competitive positioning, it is appropriate to seek a level of authority more closely aligned with the expectations of UK shareholders. The Board therefore recommends resolutions 13, 14 and 15, all of which align with UK investor guidance as set out below.
At the annual general meeting of the Company held on 11 May 2021, the Directors were given authority to allot new shares in the Company up to a nominal amount of £70,855,706.75 (representing approximately one third of the Company's then issued share capital), and a further authority to allot new shares in the Company up to a nominal amount of £70,855,706.75 (representing approximately a further third of the Company's then issued share capital) in connection with an offer by way of a rights issue. These authorities expire at the end of this Annual General Meeting. Resolution 13 will, if passed, renew this authority to allot.
The Investment Association ("IA") guidelines on directors' authority to allot shares state that IA members will regard as routine resolutions seeking authority to allot shares representing up to two-thirds of the Company's issued share capital, provided that any amount in excess of one-third of the Company's issued share capital is only used to allot shares pursuant to a fully pre-emptive rights issue.
In light of these guidelines, the Board considers it appropriate that Directors be granted authority to allot shares in the capital of the Company up to a maximum nominal amount of £141,879,038 representing two-thirds of the Company's issued ordinary share capital as at 18 March 2022 (being the latest practicable date prior to publication of this document). If the Company wishes to allot more than a nominal amount of £70,939,519 (representing one-third of the Company's issued ordinary share capital) then any additional amount can only be allotted pursuant to a rights issue. The power will last until the end of the next annual general meeting of the Company or, if earlier, on 28 September 2023.
Other than the allotment of shares under the terms of the employee share schemes operated by the Company and the Scrip Dividend Scheme (if a scrip dividend alternative is offered), the Directors have no present intention to undertake a rights issue or to allot new shares. However, the Directors consider it appropriate to maintain the flexibility that this authority provides.
The Company does not hold any treasury shares as at 18 March 2022 (being the latest practicable date prior to the publication of this document).
Resolutions 14 and 15 will give the Directors authority to allot ordinary shares in the Company pursuant to the authority granted under Resolution 13 above for cash without complying with the pre-emption rights in the Companies Act 2006 (the "2006 Act") in certain circumstances.
This disapplication authority is within UK institutional shareholder guidance, and in particular with the Pre-Emption Group's Statement of Principles (the "Pre-Emption Principles"). The Pre-Emption Principles were revised in March 2015 to allow the authority for an issue of shares for cash otherwise than in connection with a pre-emptive offer to include: (i) an authority over five per cent of a company's issued share capital for use on an unrestricted basis; and (ii) an additional authority over a further five per cent of a company's issued share capital for use in connection with an acquisition or specified capital investment announced contemporaneously with the issue, or which has taken place in the six month period preceding the announcement of the issue.
Resolution 14 will permit the Directors to allot:
Resolution 15 will permit the Directors to allot additional equity securities and sell treasury shares up to a maximum nominal value of £10,640,927, representing approximately a further five per cent of the issued share capital of the Company as at 18 March 2022 (being the latest practicable date prior to publication of this document), otherwise than in connection with a pre-emptive offer to existing shareholders for the purposes of financing or refinancing a transaction as contemplated by the Pre-Emption Principles described above. The maximum nominal value of equity securities which could be allotted if both of the authorities conferred by Resolution 14(ii) and Resolution 15 were used would be £21,281,854 which represents approximately 10 per cent of the issued share capital of the Company as at 18 March 2022 (being the latest practicable date prior to publication of this document).
The Board considers that it is in the best interests of the Company and its shareholders generally that the Company should seek the maximum authority permitted by the Pre-Emption Principles and have the flexibility conferred by Resolutions 14 and 15 to conduct pre-emptive offerings without complying with the strict requirements of the statutory pre-emption provisions and to finance business opportunities quickly and efficiently when they arise.
The Board also confirms that, in accordance with the Pre-Emption Principles, it does not intend to issue shares for cash representing more than 7.5 per cent of the Company's issued ordinary share capital in any rolling three-year period to those who are not existing shareholders (save in accordance with Resolution 15) without prior consultation with shareholders.
As noted in relation to Resolution 13 above, the Directors have no present intention to allot new shares, other than the allotment of shares under the terms of the employee share schemes operated by the Company and the Scrip Dividend Scheme (if a scrip dividend alternative is offered).
If these Resolutions are passed, these authorities will expire on 28 September 2023 or at the end of the annual general meeting in 2023, whichever is earlier.
Resolution 16 gives the Company authority to buy back its own shares in the market, as permitted by the 2006 Act. The authority limits the number of shares that could be purchased to a maximum of 85,127,423 shares (representing approximately 10 per cent of the Company's issued ordinary share capital as at 18 March 2022 (being the latest practicable date before the publication of this document) and sets minimum and maximum prices. This authority will expire on 28 September 2023 or at the end of the annual general meeting in 2023, whichever is earlier.
The Directors have no present intention of exercising the authority to purchase the Company's ordinary shares but consider it prudent to obtain the flexibility this resolution provides. In considering whether to use this authority, the Directors will take into account factors including (without limitation) the financial resources of the Company, the Company's share price, and future investment and funding opportunities.
Any shares purchased would be cancelled or held as treasury shares which may, at the discretion of the Directors, be resold for cash, transferred in connection with an employee share scheme, or cancelled. No dividends will be paid on, and no voting rights will be exercised in respect of, treasury shares. If Resolution 16 is passed, it is the Company's current intention that of any shares repurchased under this authority, sufficient shares will be held in treasury to meet the Company's requirements, including of its share incentive arrangements, with the remainder being cancelled. However, the Directors will reassess at the time of each repurchase programme whether to hold the shares in treasury or cancel them, depending on the circumstances at the time.
As at 18 March 2022 (being the last practicable date before the publication of this document), there were warrants and options outstanding to subscribe for 14,100,334 shares, representing 1.66 per cent of the Company's issued share capital as at 18 March 2022. If the buyback authority being sought in Resolution 16 and the existing authority to purchase ordinary shares taken at last year's annual general meeting were to be exercised in full, these warrants and options would represent 2.07 per cent of the issued share capital of the Company.
Resolution 17 is a resolution to allow the Company to hold general meetings, other than annual general meetings, on 14 clear days' notice.
Under the 2006 Act the minimum notice period for general meetings of listed companies is 21 clear days, but companies may reduce this period to 14 clear days (other than for annual general meetings) provided that two conditions are met. The first condition is that the listed company must offer a facility for shareholders to vote by electronic means. This condition is met if the listed company offers a facility, accessible to all shareholders, to appoint a proxy by means of a website. The second condition is that there is an annual resolution of shareholders approving the reduction of the minimum notice period from 21 clear days to 14 clear days.
In order to maintain flexibility for the Company, Resolution 17 seeks shareholders' approval to reduce the notice period for general meetings (other than annual general meetings) from 21 clear days to 14 clear days. Resolution 17, if passed, will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed. The shorter notice period would not be used as a matter of routine for such meetings, and the Directors will consider on a caseby-case basis whether the shorter notice period is merited by the virtue of the time-sensitive nature of the business of the meeting and is thought to be to the advantage of shareholders as a whole.
Whether or not you propose to attend the Annual General Meeting, it is important that you vote on the resolutions either electronically or by completing, signing and returning a form of proxy. Voting electronically or completing and returning a form of proxy in hard copy will not prevent you from attending and voting at the Annual General Meeting in person.
To be valid, your online votes or the form of proxy must be lodged with the Company's registrars by not later than 11.30 am (London time) and 12.30 pm (Johannesburg time) on 24 June 2022 or, if the meeting is adjourned, no later than 48 hours exclusive of non-working days before the time fixed for the adjourned meeting. This year we are not sending hard copy proxy forms to shareholders, however these are available on request from the appropriate registrar – see further details on page 9.
We encourage shareholders registered on the United Kingdom section of the register who are not able to attend the Annual General Meeting in person to give your instructions electronically via the UK registrar's website: www.signalshares.com. If your shares are held in CREST, you may give instructions electronically via CREST as detailed in the notes to the Notice of Annual General Meeting on page 10 of this document. Alternatively, a hard copy form of proxy may be requested from Link Group, the Company's UK registrar – Link Group's contact details can be found on page 9. The completed hard copy form of proxy should be returned to the address shown on the form.
Shareholders registered on the South African section of the register whose shares are held in the Strate Proprietary Limited system for electronic clearing and settlement and holding of uncertificated securities (the "Strate system") via a Central Securities Depositary Participant ("CSDP") or broker, should provide your proxy voting instruction to the CSDP or broker (as applicable) in sufficient time to permit the CSDP or broker to advise the registrar not later than 11.30 am (London time) and 12.30 pm (Johannesburg time) on 24 June 2022 or, if the meeting is adjourned, no later than 48 hours exclusive of non-working days before the time fixed for the adjourned meeting. Please contact your CSDP or broker for advice as to any earlier final dates for lodgement. We encourage shareholders on the South African section of the register who hold their shares in certificated form and shareholders on the South African section of the register who hold own name dematerialised shares in Computershare's CSDP with an email address on record to cast your proxy votes online. A link to the online proxy form and a security pin will be forwarded to eligible shareholders by email from Computershare. Alternatively, a hard copy form of proxy may be requested from Computershare, the Company's South African registrar – Computershare's contact details can be found on page 9. The completed hard copy form of proxy should be returned to the address shown on the form.
If you are a shareholder holding shares in the Strate system via a CSDP or broker and wish to attend the Annual General Meeting in person, you must request the necessary letter of representation from your CSDP or broker prior to the meeting.
The Board of Directors of the Company recognises the value in maintaining engagement with the Company's shareholders. Although shareholders attending the Annual General Meeting will be able to ask questions, shareholders may wish to submit questions they wish to have answered in advance by sending an email to feedback@capitalandcounties. com or calling on +44 (0)20 3214 9170 by 5.00 pm (London time) on 17 June 2022. The Company will endeavour to answer questions received prior to this deadline by 24 June 2022 and the responses to questions received will be made available on the Company's website. Any questions received after 5.00 pm on 17 June 2022 will be answered as soon as reasonably practicable, which may be after the Annual General Meeting has taken place. Shareholders may also view the Company's results presentation on the Company's website at www.capitalandcounties.com.
Protecting the health and well-being of all attendees at the 2022 Annual General Meeting is a priority for the Company. To minimise public health risks, shareholders are requested not to attend if they are displaying any symptoms of COVID-19, have recently been in contact with anyone who has tested positive for COVID-19 or have been advised to self-isolate in accordance with UK government guidance.
The Company will continue to keep the arrangements for the 2022 Annual General Meeting under review, noting that it may be necessary for the Company to make changes at short notice if the situation in relation to COVID-19 changes. Any such updates will be announced by a Regulatory Information Service announcement on the London Stock Exchange and a Stock Exchange News Service announcement on the Johannesburg Stock Exchange, and will also be made available on the Company's website at www.capitalandcounties.com.
The Board considers the resolutions are in the best interests of the Company and its shareholders as a whole and are therefore likely to promote the success of the Company. The Board therefore unanimously recommends that shareholders vote in favour of all the resolutions, as the Directors intend to do in respect of their own beneficial shareholdings, totalling 1,664,544 shares, representing approximately 0.20 per cent of the existing issued share capital of the Company as at 18 March 2022.
Yours faithfully
Henry Staunton Chairman
Notice is hereby given that the Annual General Meeting of Capital & Counties Properties PLC (the "Company") will be held at the offices of Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG, United Kingdom on Tuesday 28 June 2022 at 11.30 am (London time) for the purpose set out below.
Resolutions 14 to 17 will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.
provided that this authority shall expire at the conclusion of the annual general meeting in 2023, or on 28 September 2023, whichever is earlier, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or such rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant rights pursuant to any such offer or agreement as if this authority had not expired and all unexercised authorities previously granted to the Directors to allot shares and grant rights be and are hereby revoked.
(the aggregate of the amounts described by sub-paragraphs (i) and (ii) of this Resolution 14 and Resolution 15 below being the Section 561 Amount for the purposes of the Company's Articles of Association) and shall expire upon the expiry of the general authority conferred by Resolution 13 above, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.
(the aggregate of the amounts described by sub-paragraphs (i) and (ii) of Resolution 14 above and this Resolution 15 being the Section 561 Amount for the purposes of the Company's Articles of Association) and shall expire upon the expiry of the general authority conferred by Resolution 13 above, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.
iv. this authority shall expire on 28 September 2023 or at the conclusion of the annual general meeting of the Company to be held in 2023, whichever is the earlier, unless such authority is renewed, varied or revoked by the Company in general meeting prior to such time; and
v. the Company may make a contract to purchase its ordinary shares under the authority hereby conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority, and may purchase its ordinary shares in pursuance of any such contract.
By Order of the Board
Ruth Pavey Company Secretary
22 March 2022
Regal House 14 James Street London WC2E 8BU
Company registered in England and Wales Registration Number 7145051
To be valid, your online votes or the form of proxy must be lodged with the Company's registrars by not later than 11.30 am (London time) and 12.30 pm (Johannesburg time) on 24 June 2022 or, if the meeting is adjourned, no later than 48 hours exclusive of non-working days before the time fixed for the adjourned meeting – a form of proxy, and any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority), must be returned by one of the methods set out below.
To change your proxy instructions you may return a new proxy appointment using the methods set out below. 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 Company's registrar using the details set out below. The deadline for receipt of proxy appointments (see below) also applies in relation to amended instructions. Where two or more valid separate appointments of proxy are received in respect of the same share in respect of the same meeting, the one which is last received shall be treated as replacing and revoking the other or others.
– In hard copy form by post, by courier, by hand or by email to Computershare Investor Services Proprietary Limited, Rosebank Towers, 15 Biermann Avenue, Rosebank, 2196 (Private Bag X9000, Saxonwold, 2132) South Africa or [email protected]. Hard copy forms can be requested by calling +27 (0)11 370 5000.
Members holding their shares in the Strate system via a CSDP or broker must advise their CSDP or broker if they wish to attend the Annual General Meeting or send a proxy to represent them at the Annual General Meeting. Their CSDP or broker will issue them with the necessary letter of representation to attend or be represented at the Annual General Meeting. If they do not wish to attend the Annual General Meeting, but wish to cast their votes, they should provide their CSDP or broker with their voting instructions. In the absence of such instructions, their CSDP or broker will be obliged to vote in accordance with the instructions contained in the custody agreement or mandate between them and their CSDP or broker.
To be valid, proxies must be received by the Company's registrar no later than 11.30 am (London time) and 12.30 pm (Johannesburg time) on 24 June 2022 (48 hours exclusive of non-working days before the time of the Annual General Meeting) or, if the meeting is adjourned, 48 hours exclusive of non-working days before the time fixed for the adjourned meeting. Where shares are held by a CSDP or broker, proxy voting instructions must be provided in sufficient time to permit the CSDP or broker to advise the South African registrar no later than 48 hours exclusive of non-working days before the time of the Annual General Meeting or any adjournment thereof. Please contact your CSDP or broker for advice as to any earlier final dates for lodgement. Appointment of a proxy does not preclude a shareholder from attending the Annual General Meeting and voting in person, so far as is lawful and practicable.
12.CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Annual General Meeting to be held on 28 June 2022 and any adjournment(s) thereof by utilising the procedures described in the CREST Manual on the Euroclear website (www.euroclear. com/CREST). 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 or instruction made by means of CREST 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 relates to the appointment of a proxy or to 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 the issuer's agent (ID RA10) by the latest time(s) for receipt of proxy appointments specified in this Notice of 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 Company'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 a proxy appointed through CREST should be communicated to it by other means. 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. 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 messages. 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 service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged no later than 48 hours exclusive of non-working days before the time of the Annual General Meeting, in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. Proxymity will then contract with your underlying institutional account holder directly to accept their vote instructions through the platform.
described above, is that the processing is necessary in order for the Company to: (1) fulfil its legitimate interests; and (2) comply with its legal obligations. All of this data will be processed in accordance with the Company's privacy notice which can be accessed at: www.capitalandcounties.com/privacy-notice.
tiveness and setting its agenda.
Henry is responsible for the leadership of the Board, ensuring its effec-
Henry was appointed as Chairman in 2018, having joined the Board in 2010. A Chartered Accountant, Henry has extensive financial and commercial experience. His previous roles include Finance Director of Granada and ITV, Chairman of Phoenix Group Holdings and Ashtead Group, and Vice Chairman of Legal & General. Henry's considerable commercial experience, objective judgement and experience as a Board member and Chairman enables him to successfully lead the Board.
Chairman of WH Smith PLC
Ian has led Capco since inception, shaping strategy and driving performance.
Ian has over 35 years' experience in global real estate investment, development, asset and corporate management, having been an Executive Director of Hongkong Land Ltd and Liberty International PLC. Ian is a Chartered Surveyor and a member of leading international industry bodies. Ian's ability to shape strategy and drive expansion and change alongside his extensive knowledge of the global real estate industry is invaluable to the Company. During 2021, the Company continued to benefit from Ian's prior first-hand experience of leadership during a pandemic, and Ian's proactive approach to ensuring the safety of Capco's employees, customers and stakeholders, and positioning the Company to benefit from a recovery over time, have been invaluable to the Company.
Non-executive Director of ChanceryGate Limited
Situl leads the Capco finance function (which includes reporting, treasury, corporate finance and tax) and works closely with the Chief Executive on strategy, capital allocation, investment and transactions. He is also responsible for the management of the Shaftesbury investment.
Having joined Capco in 2014, Situl undertook a number of roles in the business and was appointed as CFO in 2017. Situl is an experienced corporate financier, having led Deutsche Bank's UK real estate investment banking team before joining Capco. Situl has relevant experience of corporate finance, capital markets, investment, and commercial and financial management. Situl continues to successfully lead the financial management of the business and during 2021 led a number of investment, efficiency and funding initiatives including further cost savings and to strengthen the Company's balance sheet, ensuring a robust, resilient and flexible financial position and capital structure.
Michelle leads the Group's asset management and leasing teams as well as asset acquisitions and disposals. Michelle supports the Chief Executive in developing and implementing Group strategy and objectives and is responsible for asset acquisitions and disposals, leasing, portfolio and operational management of the Covent Garden estate.
Michelle was appointed to the Board in 2020, having joined Capco in 2014. Michelle has undertaken a number of senior roles across the business. Michelle is an experienced corporate broker having previously been at UBS Investment Bank focusing on the UK listed real estate sector. During 2021, Michelle successfully led the Company's operational strategy securing £11 million of contracted income, strategic property disposals totalling £95 million, and the successful reopening strategy which included a phased tenant support framework, public realm enhancements and marketing which ensured high occupancy levels were maintained across the Covent Garden estate positioning the business for recovery.
Anthony is the CEO of Comprador Limited, a strategic corporate finance advisory firm based in Hong Kong, and has over 25 years of corporate finance experience. A Chartered Accountant, prior to founding Comprador Anthony was a Senior Managing Director and Head of Blackstone Advisory Partners in Asia and held senior positions in Asia at Lehman Brothers, Deutsche Bank and ING Barings. Anthony is also a Director of Twelve Seas Investment Company II, which is listed on NASDAQ.
Anthony's extensive financial knowledge and background, and his commercial skillset enable him to provide essential input into Board discussions and decisions, and Chair the Audit Committee effectively.
CEO of Comprador Limited and a Director of Twelve Seas Investment Company II
Charlotte is a former partner of The Zygos Partnership, an international search and board advisory firm. Prior to this, Charlotte worked for Goldman Sachs International and Egon Zehnder International. Charlotte is a Non-executive Director of Coca-Cola HBC AG and Thatchers Cider Company Limited, a Non-executive adviser to Knight Frank LLP, and a Trustee of Alfanar, the venture philanthropy organisation. Charlotte is also Chair of UK for UNHCR.
Charlotte's previous executive roles and her experience as a Non-executive Director enable her to provide the Board and its Committees with valuable insights on a wide range of matters, particularly those with a focus on people, the environment and sustainability. Charlotte also brings commercial judgement and analysis to the Board's deliberations. Charlotte chairs the Company's Board ESC Committee which monitors implementation of the Group's ESC strategy and Net Zero Carbon Pathway, and is the Non-executive Director designated to update the Board on employee views.
Chair, UK for UNHCR. Non-executive Director of Coca-Cola HBC AG and Thatchers Cider Company Limited. Non-executive adviser to Knight Frank LLP, and a Trustee of Alfanar
Jonathan is a Chartered Surveyor. He was Chief Executive and then Non-executive Chairman of Shaftesbury PLC until September 2016, and was Non-executive Chairman of EasyHotel plc until October 2019. His current charitable roles include The National Trust and The Royal Theatrical Support Trust, where he is a trustee.
Jonathan has significant and directly relevant real estate investment and commercial management experience. His comprehensive knowledge of the London real estate market, and particularly the West End, brings enormous benefit to the Company as it delivers its strategy as a prime central London focused REIT. Jonathan Chairs the Company's Remuneration Committee and has a sound understanding of the Company's remuneration structure, and wider remuneration considerations.
Capital & Counties Properties PLC
Offices of Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG Tuesday 28 June 2022 at 11.30 am (London time).
The nearest London Underground station is Liverpool Street, a few minutes' walk from the venue.
We do not permit large bags, other large items, cameras or recording equipment at the meeting. We would be grateful if you could ensure that you have switched off any mobile phones or other electronic communication devices before the meeting begins.
We do not permit behaviour that may interfere with anyone's security or safety or the good order of the meeting. Anyone who does not comply with this requirement, including anyone attempting to take photos, film or record the proceedings may be removed from the meeting.
We thank you in advance for your co-operation.
Protecting the health and wellbeing of all attendees at the 2022 Annual General Meeting is a priority for the Company. To minimise public health risks, shareholders are requested not to attend if they are displaying any symptoms of COVID-19, have recently been in contact with anyone who has tested positive for COVID-19 or have been advised to self-isolate in accordance with UK government guidance.
The Company will continue to keep the arrangements for the 2022 Annual General Meeting under review, noting that it may be necessary for the Company to make changes at short notice if the situation in relation to COVID-19 changes. Any such updates will be announced by a Regulatory Information Service announcement on the London Stock Exchange and a Stock Exchange News Service announcement on the Johannesburg Stock Exchange, and will also be made available on the Company's website at www.capitalandcounties.com.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.