AGM Information • Sep 13, 2022
AGM Information
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Thursday 13 October 2022 TOR, Saint-Cloud Way, Maidenhead, SL6 8BN 11.00am
If you are in any doubt as to any aspects of the proposals referred to in this document or as to the action that you should take, you are recommended to seek advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000.
If you have sold or transferred all of your ordinary shares in The Rank Group Plc, please send this document and form of proxy to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Directors
Mr Alex Thursby, Chair Ms Lucinda Charles-Jones Mr Chew Seong Aun Mr Steven Esom Mr Richard Harris Ms Katie McAlister Mr John O'Reilly Ms Karen Whitworth
13 September 2022
To ordinary shareholders
Dear Shareholder
The Annual General Meeting of The Rank Group Plc ('Company') will be held at TOR, Saint-Cloud Way, Maidenhead SL6 8BN on Thursday 13 October 2022 at 11.00am ('AGM').
The formal notice convening the AGM, which contains details of the resolutions to be proposed at it, is set out on page 3 of this document ('Notice').
A general description of the matters to be considered at the AGM can be found in the explanatory notes on pages 4 and 5 of this document. You will see that, in addition to the ordinary business to be conducted at the meeting, there are two items of special business. These relate to the granting of authority for the Company to make political donations, and the granting of authority to allow the Company to call general meetings (other than Annual General Meetings) on not less than 14 clear days' notice.
In addition, please note that the election or re-election of the Company's independent directors must be approved by the shareholders as a whole and separately by shareholders who are independent of the Company's controlling shareholder. The dual voting structure is required under the Listing Rules as a result of the Company having a controlling shareholder (i.e. a shareholder who exercises 30% or more of the votes).
A form of proxy for use at the forthcoming AGM is enclosed. Whether or not you intend to be present at the meeting, you are urged to complete and return the form in accordance with the instructions printed on it so that it is received by the Company's registrars not later than 48 hours before the time fixed for the meeting. If you are a CREST member, you can submit your proxy electronically through the CREST system. There is also an electronic proxy appointment facility. Details are set out in the notes for the meeting on pages 6 to 8 of the Notice. Completion and return of the form will not prevent you from attending and voting at the meeting in person if you wish.
If arrangements for the meeting need to change from that set out in this document, the Company will notify shareholders before the meeting through our website (www.rank.com) and, where appropriate, by RIS announcement.
We have set up a dedicated electronic mailbox for shareholders to ask questions of the Board in relation to the business of the AGM in advance, should they wish to do so. Shareholders are invited to submit questions to [email protected] by close of business on Wednesday 5 October 2022. Answers will be grouped by theme to avoid repetition and both questions and responses will be published on our website (www.rank.com) as soon as practically possible, and with the aim of doing so before close of business on Friday 7 October 2022 to enable all shareholders to consider them before lodging their proxy votes with the Company's registrar.
The Directors consider the passing of all of the resolutions set out in the Notice, including those to be proposed as special business, to be in the best interests of the Company and its shareholders as a whole and that the passing of them will promote the success of the Company for their benefit. Accordingly, the Directors unanimously recommend that shareholders vote in favour of all of the resolutions to be proposed at the AGM, as they intend to do in respect of their own beneficial shareholdings.
The AGM is an important event in the Company's corporate calendar and we are grateful for your continued support.
Yours faithfully
Alex Thursby Chair
The Rank Group Plc Registered in England & Wales No. 03140769 Registered office: TOR, Saint-Cloud Way, Maidenhead SL6 8BN

The Rank Group Plc
TOR Saint-Cloud Way Maidenhead SL6 8BN +44 1628 504 000 www.rank.com
NOTICE IS HEREBY GIVEN that the twenty sixth Annual General Meeting ('Meeting') of The Rank Group Plc ('Company') will be held at TOR, Saint-Cloud Way, Maidenhead SL6 8BN at 11.00am on Thursday 13 October 2022 for the shareholders of the Company as a whole to consider and, if thought fit, pass the resolutions below.
Resolution 14 will be proposed as a special resolution. All other resolutions will be proposed as ordinary resolutions.
As special business to consider and, if thought fit, to pass the following resolutions of which resolution 13 will be proposed as an ordinary resolution and resolution 14 will be proposed as a special resolution.
during the period beginning with the date of passing this resolution and ending at the conclusion of the next Annual General Meeting of the Company after the date on which this resolution is passed or 12 months from the date on which this resolution is passed, whichever is earlier, and provided that the aggregate amount of donations which may be made and political expenditure incurred by the Company pursuant to the authority conferred by this resolution shall not exceed £100,000.
For the purposes of this resolution, the terms 'political donation', 'political parties', 'independent election candidates', 'political organisation' and 'political expenditure' have the meanings given by sections 363 to 365 of the Companies Act 2006.
By order of the Board
Company Secretary
The Rank Group Plc Registered in England & Wales No. 03140769 Registered office TOR, Saint-Cloud Way, Maidenhead SL6 8BN 13 September 2022
These notes are intended to explain the business to be transacted at the Meeting. Resolutions 1 to 13 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half the votes cast must be cast in favour of the resolution. Resolution 14 is proposed as a special resolution. This means that for the resolution to be passed, at least three-quarters of the votes cast must be cast in favour of the resolution.
The Directors are required to present to shareholders the Company's audited financial statements and related reports of the Directors and the auditors for the financial year ended 30 June 2022 ('Annual Report').
The Remuneration Committee is seeking shareholders' approval of the Directors' Remuneration Report under resolution 2.
The Directors are required to prepare the Directors' Remuneration Report for the financial year ended 30 June 2022. The Directors' Remuneration Report comprises a statement by the Chair of the Remuneration Committee (as set out on pages 120 to 122 of the Annual Report) and an Annual Remuneration Report detailing the remuneration of the Directors (as set out on pages 131 to 142 of the Annual Report). The Company is required to seek shareholders' approval in respect of the contents of this report on an annual basis. The vote is advisory in nature and the Company can still act according to it as proposed if the resolution is not approved.
In accordance with the UK Corporate Governance Code ('Code') and the Company's articles of association (the 'Articles'), each of the Directors will retire and offer themselves for re-election by the shareholders at the Meeting, and each subsequent Annual General Meeting of the Company until further notice. Richard Harris and Lucinda Charles-Jones were appointed by the Directors since the date of the last Annual General Meeting and in accordance with the Articles will stand for election by shareholders at the Meeting. To enable shareholders to take an informed decision on their re-election, a summary of each of the Directors' skills and experience is included in Appendix 1 of this document and detailed biographies can be found on pages 95 and 96 of the Annual Report.
Resolutions 3, 6, 7, 8 and 9 relate to the re-election or election (as appropriate) of Alex Thursby, Steven Esom, Katie McAlister, Karen Whitworth and Lucinda Charles-Jones, who meet the independence criteria set out in provision 10 of the Code and who the Board has determined are independent Directors for the purposes of the Code (the 'Independent Directors').
Under the Listing Rules, because GuoLine Capital Assets Limited, the ultimate parent company of Guoco Group Limited, is a controlling shareholder (being a shareholder who exercises or controls on their own or together with any person with whom they are acting in concert, 30% or more of the votes able to be cast on all or substantially all matters at general meetings of the Company) (please see page 144 of the Annual Report for more information), the election or re-election (as applicable) of any proposed Independent Director by shareholders must be approved by a majority vote of both:
The Company will separately count the number of votes cast by the Independent Shareholders in favour of each resolution (as a proportion of the total votes of Independent Shareholders cast on each resolution) to determine whether the threshold referred to in (b) above has been met. The Company will announce the results of these resolutions on this basis as well as announcing the results of the ordinary resolutions of all shareholders. For these purposes, the votes controlled by GuoLine Capital Assets Limited and of the other shareholders with whom it is acting in concert will therefore be excluded when calculating the votes of the Independent Shareholders as referred to in (b) above.
Under the Listing Rules, if a resolution to elect or re-elect (as applicable) an Independent Director is not approved by a majority vote of both the shareholders as a whole and the Independent Shareholders, a further resolution to elect or re-elect the proposed Independent Director may be put forward to be approved by the shareholders as a whole at a meeting which must be held more than 90 days after the date of the original vote but within 120 days of the date of the original vote.
Accordingly, if any of resolutions 3, 6, 7, 8 and 9 are not approved by a majority vote of the shareholders and the Independent Shareholders at the Meeting, the relevant Director(s) will be treated as having been elected or re-elected (as applicable) only for the period from the date of the Meeting until the earlier of (i) the close of any general meeting of the Company, convened for a date more than 90 days after the Meeting but within 120 days of the Meeting, to propose a further resolution to elect or re-elect him or her, (ii) the date which is 120 days after the Meeting and (iii) the date of any announcement by the Board that it does not intend to propose a further resolution. In the event that the relevant Director's election or re-election (as applicable) is approved by a majority vote of all shareholders at a second meeting, the Director will then be elected or re-elected (as applicable) until the next Annual General Meeting at which they stand for re-election.
Under the Listing Rules, the Company is also required to provide details of (i) any previous or existing relationship, transaction or arrangement between an Independent Director and the Company, its Directors, any controlling shareholder or any associate of a controlling shareholder; (ii) why the Company considers the proposed Independent Director will be an effective director, (iii) how the Company has determined that the proposed Director is an Independent Director and (iv) the process by which the Company has selected each Independent Director.
The Company hereby confirms:
Previous/Existing Relationships: Other than the shares held by the Independent Directors as set out on page 137 of the Annual Report, it has received confirmation from each of the Independent Directors that he or she does not have any existing or previous relationships, transactions or arrangements with the Company, any of the Company's Directors, GuoLine Capital Assets Limited or any of GuoLine Capital Assets Limited's associates.
Effectiveness: The effectiveness of all the Directors is assessed as part of the Board's performance evaluation process. The Independent Directors possess a wide range of skills and expertise, key aspects of which are set out in Appendix 1 of this document, which are highly valued by the Board. In view of their career experience, the Board considers that they each bring valuable skills to the Board and provide an objective perspective. The Board considers that each Independent Director continues to contribute effectively to the operation of the Board and to demonstrate commitment to their role and to the long-term success of the Company whilst having regard to wider stakeholder interests.
Independence: The Board has considered whether each of the Independent Directors is free from any relationship that could materially interfere with the exercise of his or her independent judgement. The Board assesses the independence of its Independent Directors in accordance with the recommendations of the Code. The Board determined that each of the proposed Independent Directors was independent on his or her appointment to the Board and considers that he or she remains independent.
Selection: The Nominations Committee of the Board is responsible for keeping the size, structure and composition of the Board under review. By reference to the Company's requirements, the Nominations Committee is responsible for identifying, evaluating and recommending candidates for appointment to the Board. Each of the Independent Directors proposed for election or re-election (as applicable) was appointed following a search process undertaken using an external search agency or as otherwise explained in the Annual Report.
The Company is required to appoint an auditor at each general meeting at which accounts are laid before shareholders, to hold office until the conclusion of the next general meeting. On the recommendation of the Audit Committee, the Directors propose that the existing auditors, Ernst & Young LLP, be re-appointed as auditor of the Company for a further year. Additionally, the Directors propose that the Audit Committee be authorised to agree the auditor's remuneration.
The Companies Act 2006 ('2006 Act') requires the Company to seek shareholders' authority for political donations and political expenditure (each as defined in the 2006 Act) made by the Company. It has been the Company's long-standing practice not to make political donations or incur political expenditure, within the normal meaning of those terms, and it intends that this will remain the case. However, the 2006 Act is very broadly drafted and may catch activities such as funding seminars and other functions to which politicians are invited, supporting certain bodies involved in policy review and law reform and matching employees' donations to certain charities.
Accordingly, the Company is seeking shareholders' authority for political donations and political expenditure (each as defined in the 2006 Act) in case any of the Company's activities are inadvertently caught by the legislation. The authority sought would be capped at £100,000 for the next year and, although the 2006 Act permits shareholders to grant authority for up to four years, the Directors will seek to renew this authority at each Annual General Meeting in accordance with current best practice.
Any expenditure which may be incurred under authority of this resolution will be disclosed in next year's annual report and accounts.
Under the 2006 Act, the notice required for all general meetings of listed companies (other than Annual General Meetings) is at least 21 clear days. Companies do have the ability pursuant to the 2006 Act to reduce this notice period to not less than 14 clear days, provided that they offer facilities for shareholders to vote and appoint proxies by electronic means and that, annually, shareholder approval is obtained to reduce the minimum notice period from 21 clear days to 14 clear days. Annual General Meetings must continue to be held on at least 21 clear days' notice. If granted, it is intended that the convening of general meetings on shorter notice 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.
The Directors are, therefore, proposing this resolution to seek shareholder approval to call general meetings of the Company, other than Annual General Meetings, on not less than 14 clear days' notice. The approval conferred by this resolution will expire at the conclusion of the next Annual General Meeting, when it is intended that renewal of this authority will be sought.
To appoint more than one proxy, shareholders may either photocopy the form(s) of proxy accompanying the Notice or contact the Company's registrar, Equiniti, on 0371 384 20981 (from the UK) or +44 121 415 70471 (from outside the UK) to request additional personalised form(s) of proxy. If more than one proxy appointment is returned in respect of the same holding of shares, either by paper or electronic communication, the proxy received last by Equiniti before the latest time for the receipt of proxies will take precedence. Shareholders are encouraged to appoint the Chair of the Meeting as their proxy, rather than a named person.
In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, 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).
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, a shareholder's proxy will vote or abstain from voting at his or her discretion. A 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.
1. Lines are open 08:30 to 17:30, Monday to Friday (excluding public holidays in England and Wales).
As at 7 September 2022, being the latest practicable date prior to the publication of this Notice, the issued share capital of the Company was 468,429,541 ordinary shares of 138/9 pence each (excluding treasury shares) with each ordinary share carrying one vote. Therefore, the total voting rights in the Company as at 7 September 2022 are 468,429,541.
No other methods of communication will be accepted. In particular, you may not use any electronic address provided either in the Notice or otherwise in this document or in any related documents (including, without limitation, the Annual Report and the form(s) of proxy) to communicate with the Company for any purpose other than those expressly stated in the Notice, otherwise in this document or in such other related documents.
Please note that full biographies for the Directors can be found on pages 95 and 96 of the Annual Report.
Non-Executive Director
Appointed as a Non-Executive Director in June 2022.
Lucinda has more than 25 years' executive-level experience in human resources roles. She was chief people & corporate responsibility officer of AXA UK and Ireland, part of the AXA SA Group from 2015 to 2022 and group HR director for Towergate Partnership Co Ltd from 2011 to 2014. Prior to this, Lucinda was group global HR director for Hays Plc and has also previously held human resources roles at RAC PLC, Consumer Division and Vivendi SA.
– Nominations, Remuneration and ESG & Safer Gambling
Independent
Non-Executive Director
Appointed as a Non-Executive Director in March 2016.
Steven was chair of the GB Boxing board from 2013 to 2021, chair of the British Retail Consortium from 2011 to 2020, the senior independent director at Cranswick Plc from 2009 to 2018 and a non-executive director and chair at Carphone Warehouse from 2005 to 2009. Prior to that, his retail career included 11 years at Waitrose between 1995 and 2007, the last five which were as managing director and a period of time as executive director of food at Marks & Spencer plc. His earlier career was spent at Ladbrokes and Sainsbury's where he held various commercial roles.
– Audit, Nominations and Remuneration (Chair).
Independent
Non-Executive Director
Appointed as a Non-Executive Director in December 2020.
Seong Aun has over 30 years' experience in finance and banking and has been with the Hong Leong Group for more than 15 years. He was the chief financial officer of Hong Leong Financial Group Berhad, an associated company of Guoco Group Limited listed in Malaysia from 2006 to 2020. In his earlier career, Seong Aun held various senior banking positions in the Middle East and Asia. He is an ICEAW qualified Chartered Accountant (FCA) and member of the Asian Institute of Chartered Bankers in Malaysia.
N/A.
Non-independent
Chief Financial Officer
Appointed to the Board in May 2022.
Richard's previous roles include chief financial officer at Foxtons Group plc from 2019 to 2022, group financial controller at Laird Plc from 2016 to 2019, and over 11 years at Marks and Spencer plc where he held a number of senior financial roles. He is a CIMA qualified management accountant.
– Finance
Non-independent
Non-Executive Director
Appointed as a Non-Executive Director in April 2021.
Katie joined TUI in 1998 and is currently chief marketing officer for TUI Northern Region (UK, Ireland and Nordic). Prior to this, she held a number of senior positions in the commercial division of TUI UK and Ireland with roles in trading, product, and destination services.
– Remuneration, Audit and ESG & Safer Gambling (Chair)
Independent
Alex Thursby
Chair
Appointed to the Board in August 2017 and as Chair in October 2019.
Alex was a non-executive director at Barclays Bank Plc from 2018 to 2019. He was chief executive officer at National Bank of Dhabi from 2013 to 2016 and a non-executive director at AMMB Holdings Berhad, a Bursa Malaysia listed company and part of the AM Bank Group, from 2008 to 2012. Alex held various senior roles at Australia and New Zealand Banking Group (ANZ) for five years, including CEO of the International Institutional Banking division. Prior to this, he was with Standard Chartered Bank for 21 years, where his roles included head of the wholesale banking client relationship in Northeast Asia.
– Finance (Chair), ESG & Safer Gambling and Nominations (Chair)
Independent
Appointed to the Board in May 2018.
John was a non-executive director at William Hill Plc from 2017 to 2018, non-executive director and chair at Grand Parade 2015 to 2016 and a non-executive director and chair of the remuneration committee at Telecity Group Plc from 2007 to 2016. He was a senior executive at Gala Coral Group from 2011 to 2015 and prior to this, at Ladbrokes, where he held several senior positions, including managing director of remote betting and gaming, and subsequently, executive director from 2006 to 2010.
– Finance and ESG & Safer Gambling
Non-independent
Senior Independent Director
Appointed to the Board in November 2017 and as Senior Independent Director in January 2022.
Karen was a non-executive director and chair of the audit committee at Pets at Home Plc. She was a supervisory board member and member of the audit committee at GS1 UK Limited from 2015 to 2018. Karen spent over 10 years at J Sainsburys plc, latterly as director of non-food grocery and new business. Prior to joining J Sainsburys, she was finance director at online entertainment business BGS Holdings Limited and held a number of senior global roles at Intercontinental Hotels Group plc. Her early career was spent at Coopers & Lybrand (now PwC), where she qualified as a chartered accountant.
– Audit (Chair), Remuneration, Nominations and ESG & Safer Gambling
Independent

TOR Saint-Cloud Way Maidenhead SL6 8BN Tel: 01628 504 000 Web: www.rank.com
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