AGM Information • Sep 26, 2022
AGM Information
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Wednesday 19 October 2022 – 9:00am
INCORPORATED AND REGISTERED IN ENGLAND AND WALES UNDER NUMBER 06035106
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and requires your immediate attention. If you are in any doubt as to what action to take in relation to the Annual General Meeting , you should consult your stockbroker, bank, solicitor, accountant, fund manager or other independent financial advisor authorised under the Financial Services and Markets Act 2000, if you are resident in the UK or, if you reside elsewhere, another appropriately authorised financial advisor. If you have sold or otherwise transferred all of your shares in Frasers Group plc, you should immediately send this document together with the accompanying form of proxy to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Notice is hereby given that the 2022 Annual General Meeting (the "AGM") of Frasers Group plc (the "Company") will be held in the Auditorium, Unit D, Brook Park East, Shirebrook, NG20 8RY on 19 October 2022 at 9.00am to consider the following resolutions. Resolutions 14, 15 and 17 will be proposed as special resolutions, requiring not less than 75% of the votes cast to be in favour to be passed. All other resolutions will be proposed as ordinary resolutions, requiring more than 50% of the votes cast to be in favour to be passed. Voting on all of the proposed resolutions at the AGM will be conducted on a poll rather than on a show of hands.
That the audited accounts and the reports of the directors of the Company (together the "Directors" and each a "Director") and of the auditors for the financial year ended 24 April 2022 be received.
That the Directors' remuneration report (including the statement by the Chair of the Remuneration Committee), for the financial year ended 24 April 2022 be received and approved.
That David Daly be re-elected as a Director.
That David Brayshaw be re-elected as a Director.
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That Richard Bottomley be re-elected as a Director.
That Cally Price be re-elected as a Director.
That Nicola Frampton be re-elected as a Director.
That Chris Wootton be re-elected as a Director.
That Michael Murray be elected as a Director.
That RSM UK AUDIT LLP be re-appointed as the Company's auditors, to hold office until the conclusion of the next annual general meeting of the Company.
That the Directors be authorised to determine the remuneration of the auditors.
That the board of Directors of the Company (the "Board") be and hereby is generally and unconditionally authorised, pursuant to section 551 of the Companies Act 2006 (the "Act"), to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company with an aggregate nominal value of up to £15,915,926 and that the Board may impose any limits or restrictions and make any arrangements which it considers 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, provided that this authority shall expire at the close of the next annual general meeting of the Company, save that the Company may before such expiry make offers and enter into agreements which would, or might, require shares in the Company to be allotted or rights to subscribe for or convert any security into shares to be granted after this authority expires and the Board may allot shares in the Company and grant rights under any such offer or agreement as if this authority had not expired.
That, in addition to resolution 12, the Board be and hereby is generally and unconditionally authorised, pursuant to section 551 of the Act, to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company comprising equity securities, as defined in the Act, with an aggregate nominal value of up to £31,831,852 (including within such limit any shares issued under resolution 12) in connection with an offer by way of a rights issue:
and that the Board may impose any limits or restrictions and make any arrangements which it considers 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, provided that this authority shall expire at the close of the next annual general meeting of the Company, save that the Company may before such expiry make offers
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and enter into agreements which would, or might, require shares in the Company to be allotted or rights to subscribe for or convert any security into shares to be granted after this authority expires and the Board may allot shares in the Company and grant rights under any such offer or agreement as if this authority had not expired.
(to be proposed as a special resolution)
That the Board be and hereby is empowered pursuant to section 570 and 573 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority given by resolutions 12 and 13 (as applicable) and/or where the allotment constitutes an allotment of equity securities by virtue of section 560(2) of the Act as if section 561(1) of the Act did not apply to such allotment provided that this power shall be limited:
expire at the close of the next annual general meeting of the Company, save that the Company may before such expiry make offers and enter into agreements which would, or might, require equity securities to be allotted after this power expires and the Board may allot equity securities under any such offer or agreement as if this power had not expired.
(to be proposed as a special resolution)
That subject to the passing of resolutions 12, 13 and 14, and in addition to the power given to it pursuant to resolution 14, the Board be generally empowered pursuant to section 570 and section 573 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash, pursuant to the authority
conferred by resolutions 12 and 13 (as applicable) as if section 561(1) of the Act did not apply to such allotment provided that this power shall be limited to the allotment of equity securities for cash up to an aggregate nominal amount of £2,387,389 and provided that the allotment is for the purposes of financing (or refinancing, if the power is used within six months of the original transaction) a transaction which the Board determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-emption Rights most recently published by the Pre-emption Group prior to the date of this Notice of AGM (the "Notice"), and provided further that this power shall expire at the close of the next annual general meeting of the Company, save that the Company may before such expiry make offers and enter into agreements which would, or might, require equity securities to be allotted after this power expires and the Board may allot equity securities under any such offer or agreement as if this power had not expired.
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That the Company be and hereby is generally and unconditionally authorised, in accordance with section 701 of the Act, to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 10p each in the Company subject to the following conditions:
(to be proposed as a special resolution)
That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.
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That the Company and any company which is a subsidiary of the Company at the time this resolution is passed or becomes a subsidiary of the Company at any time during the period for which this resolution has effect be and hereby is generally and unconditionally authorised for the purposes of section 366 of the Act:
provided that the total amount of all such donations and expenditure made by all companies to which this authority relates shall not exceed £100,000 for the period expiring at the conclusion of the next annual general meeting of the Company.
That:
By Order of the Board
Robert Palmer
20 September 2022
Frasers Group plc
Registered office: Unit A Brook Park East Shirebrook NG20 8RY
Registered in England and Wales under
company no: 06035106
The Directors are required to present to the AGM the audited accounts, and the reports of the Directors and auditors, for the financial year ended 24 April 2022. These are contained in the Company's Annual Report and Accounts 2022 (the "Annual Report").
Resolution 2 approves the Directors' remuneration report for the financial year ended 24 April 2022. This vote is advisory and will not affect the way in which the Directors' remuneration policy has been implemented or the future remuneration of any Director. If resolution 2 in respect of the Directors' remuneration report is not passed, the Directors' remuneration policy will be presented to shareholders for approval at the next annual general meeting.
In accordance with the provisions of the 2018 UK Corporate Governance Code, all Directors will retire at each annual general meeting. This year David Daly, David Brayshaw, Richard Bottomley, Cally Price, Nicola Frampton and Chris Wootton and are standing for re-election. Michael Murray will put himself forward for election for the first time, having been appointed on 1 May 2022. The Board believes that the Directors continue to demonstrate commitment to their role, are effective members of the Board, and contribute to the required balance of skills, knowledge and experience identified by the Board.
In compliance with the Listing Rules relating to controlling shareholders, the re-election of our Independent Nonexecutive Directors must be approved by a majority of both:
Resolutions 4, 5 and 7, are proposed as ordinary resolutions and can be voted on by all shareholders of the Company.
However, in addition to this, the votes cast by independent shareholders will be counted separately in order to assess whether the second tier of the test is satisfied.
In accordance with the Listing Rules, if any of resolutions 4, 5 and 7 are not approved by a majority of both shareholders of the Company and independent shareholders of the Company, the failed resolution may be put to shareholders of the Company, at a general meeting, which must be held between 90 and 120 days from the date of the original vote (being 19 October 2022). In such circumstances, any Non-executive Director(s) whose appointment has not been approved by both shareholders of the Company and independent shareholders of the Company will be treated as having been re-elected from the date of the original vote until either the date when they are re-elected, being the date of the subsequent general meeting, or the date of any announcement by the Board that the Independent Non-executive Director(s) does not intend to stand for re-election. If a subsequent general meeting does not take place, the appointment will be treated as ceasing 120 days from the date of the original vote. If a subsequent general meeting does take place and the further resolution is approved, the Nonexecutive Director(s) will be treated as having been re-elected until the following annual general meeting of the Company.
However, if at a subsequent general meeting the further resolution fails, the Non-executive Director(s) appointment will cease on that date.
Information about the Directors is set out below.
The Listing Rules require companies with a controlling shareholder to make the following additional disclosures about each independent Director's relationships, independence, effectiveness and appointments:
The Company has received confirmation from each of the independent Directors that, other than their respective letters of appointment as a Director by the Company, there are no existing or previous relationships transactions or arrangements between any of the independent Directors and the Company, its Directors, Mike Ashley or any associate of Mike Ashley.
The Board believes that each of the independent Directors continues to demonstrate commitment to his or her role and is an effective member of the Board.
Each year the Board performance evaluations consider the independence of each member of the Board. The Board believes that each independent Director remains independent in character and judgement, and that there are no relationships or circumstances that are likely to affect, or appear to affect, his or her judgement.
As disclosed in the report of the Nomination Committee on pages 88 to 90 of the Annual Report, the Nomination Committee aims to ensure that the Board remains balanced, knowledgeable and diverse in order to meet the needs of the Company. The Nomination Committee draws candidates from its internal and external network, taking into account, where appropriate, recommendations from shareholders and external recruitment consultants. The
Nomination Committee has identified that the Board may benefit from the appointment of a Non-executive Director with listed company experience and has met with an agency that specialises in recruiting diverse talent for boards.
David Daly is the Chair of the Board and Chair of the Nomination Committee. David was appointed to the Board on 2 October 2017. David has held a number of positions during a 30-year international career with Nike, where his primary focus was the business of football. He started in a sales role in 1986 before becoming sales director for Nike UK/Ireland. He retired in 2015 as a Senior Director for Nike's Club and Federation business, where he was responsible for the global merchandising business for all of Nike's leading Football Clubs. David is a Non-executive Director of Fulham Football Club. He has worked in senior roles in sales, marketing, product development and general management which has given him a thorough understanding of consumer trends and behaviour. He spent 18 years working outside the UK and this international experience has proven crucial to the Board. David joined the Company as a board member in October 2017, gaining a much needed understanding of the business, before being appointed as Chair in October 2018. His focus has been on improving best practices, corporate governance, promoting diversity and driving the elevation strategy. He ensures the Board functions effectively by facilitating an open and productive debate and providing constructive challenge.
David Brayshaw was appointed to the Board on 8 December 2016. He is the Chair of the Remuneration Committee. David is a very experienced senior investment and commercial banker. He has over 30 years' experience with organisations such as Barclays Capital, HSBC, Citigroup and Pilkington plc. David graduated from Oxford in 1975 with a Master of Arts in Chemistry. He has spent a long career in the field of corporate financing for a
number of major financial institutions and was also the Group Treasurer of Pilkington plc. David spent 15 years of his career at Barclays Capital, advising FTSE 350 companies on all aspects of corporate, syndicated, and capital markets funding, together with interest rate, foreign exchange and balance sheet hedging. He has funded countless public company acquisitions and still remains involved in an advisory role with several corporates and banks in a private capacity. He has a proven track record in the finance and acquisitions sector, providing sound advice in line with the Group's Elevation strategy.
Richard Bottomley was appointed to the Board on 1 October 2018. He is the Senior Independent Director and Chair of the Audit Committee. Richard has over 25 years' experience working with listed companies during his time as a senior partner at KPMG, and continues to be a member of the Audit Committee Institute. Until recently Richard was a Non-executive Director of Newcastle Building Society where he chaired the Audit Committee. Richard is a Non-executive Director of MSL Property Care Services Ltd, Marsden Packaging Limited and Jessgrove Limited. Richard has strong experience in corporate governance, corporate finance and strategy. Richard has been influential in the recruitment and appointment of a Head of Internal Audit, ensuring that risks are properly assessed and mitigated.
Cally Price was appointed to the Board on 1 January 2019 and is the Group's Nonexecutive Workforce Director and Workers' Representative. Cally has been with the Group for over 13 years, commencing on the shop floor working as a casual sales assistant. Cally continues to manage the Cardiff Sports Direct store giving her a unique insight into the challenges of the retail sector from those on the ground.
Nicola Frampton was appointed to the Board on 1 October 2018. Nicola has spent the majority of her recent career in senior executive management roles and has recently been appointed to a new senior executive role with Domino's Pizza Group, where she is Chief Operations Officer.
Prior to joining Domino's Pizza Group, Nicola was the Managing Director of William Hill's UK Retail division where she worked since April 2010, also working closely with William Hill's Board, Executive Committee and operational management. During her time at William Hill, Nicola led a number of successful major innovation and transformation projects. Before switching to an Executive Management career, Nicola spent the previous ten years working in the professional services industry, most recently as a Director at Deloitte. Nicola has extensive experience in risk
management, assurance and corporate governance across a wide range of industries, having specialised in these areas of corporate activity at William Hill and prior to that whilst at Deloitte. The Board also benefits from Nicola's current and previous retail experience running a large, non-competing retail business. Nicola serves as a Trustee board member on a number of charities and brings an informed perspective on corporate responsibility to the Board.
Chris Wootton was appointed to the Board on 12 September 2019. Chris worked at PwC for the early part of his accounting career in the assurance practice including work on large corporates and listed entities.
Chris is a Chartered Accountant and has provided key support in the transition to the Group's new leadership team. He continues to improve the skills, experience and capabilities of the Frasers Group Finance team. Chris is a key driver of the Group's accounting principles, namely being conservative, consistent and simple.
Chris was instrumental in negotiating the recent renewal of the Group's combined term loan and revolving credit facility during the financial year.
Michael Murray was appointed to the Board on 1 May 2022.Michael has had a relationship with the Group dating back to 2015 when his consultancy services (through MM Prop
Consultancy Limited) commenced.
Michael was first tasked with rethinking and implementing the elevation of the Group's national and international property portfolio. As part of that strategy the Group pursued a £1bn investment strategy, reinvigorating the Group's estate, transforming customer instore experience, and repositioning the Group in the eyes of key stakeholders and brands. This work was to form the bedrock of the Group's future elevation strategy.
Through the implementation of the property elevation strategy Michael demonstrated a clear vision for future business growth and also the potential for a full-scale reimagining of the market identity of the Group. This encouraged the Group to
completely re-evaluate its intended future consumer offering, ultimately leading to the decision of the Group to rebrand from Sports Direct International plc to Frasers Group plc.
Building on the success of the property elevation strategy Michael was tasked by the Group with using his vision to provide non-property elevation services to the Group, encompassing investing in brands, technology, retail environments and 360 digital innovation. Michael's unrivalled vision, and willingness to shake up the industry, allows the Group to continue its uniquely impressive trajectory and to pioneer the business' development.
Michael has been instrumental to the growth and continued success of FLANNELS – the multi-category retailer that has reinvented luxury retail and revived in-store experiences across the UK. Stocking the biggest names in luxury fashion and beauty, FLANNELS has become one of the most exciting players in the industry. During his time working with the Group, Michael has also revolutionised Sports Direct, by evolving the product offering, investing in physical store experiences, and establishing the business' identity as the leading sports destination championed by an all-new aesthetic and brand mission.
Michael Murray is Chief Executive of Frasers Group; he will accelerate the Group's strategy to achieve its vision: "to serve our customers with the world's best sports, premium and luxury brands."
The auditors of a company must be reappointed at each general meeting at which accounts are laid. This resolution proposes the re-appointment of the Company's existing auditors, RSM UK AUDIT LLP, until the conclusion of the next annual general meeting of the Company.
This resolution authorises the Directors to determine the auditors' remuneration.
Under section 549 of the Act, the Board may allot shares only if authorised to do so. This resolution gives the Board authority to allot new shares up to a nominal value of £15,915,926 being approximately one third of the issued share capital of the Company
(excluding treasury shares) on the Printing Date. There are currently no plans to allot any new shares in the capital of the Company except in connection with the Company's share schemes (to which section 549 of the Act does not apply).
In line with guidance issued by the Association of British Insurers, resolution 13 is proposed to give authority to the Directors to issue up to a further third of the issued share capital (excluding treasury shares) (over and above the authority granted under resolution 12) provided it is only applied on the basis of a rights issue.
The Board has no present intention to exercise the authorities sought under Resolutions 12 and 13.
(each to be proposed as a special resolution)
Section 561(1) of the Act requires that if shares are to be issued for cash then, except to the extent disapplied by shareholders, those shares be offered first to existing shareholders in proportion to their existing holding. However, it may sometimes be in the interests of the Company for the Directors to have greater flexibility.
Resolutions 14 and 15 are each proposed as a special resolution and ask the shareholders to grant this limited disapplication of pre-emption rights.
Resolution 14 contains a two-part disapplication of pre-emption rights. The first is limited to the allotment of shares for cash in connection with a rights issue to allow the Directors to make appropriate exclusions and other arrangements to resolve legal or practical problems which, for example, might arise in relation to overseas shareholders.
The second is limited to the allotment of shares for cash up to an aggregate nominal value of £2,387,389 (approximately 5% of the issued ordinary share capital of the Company (excluding treasury shares) on the Printing Date).
The disapplication granted by resolution 15 is in addition to the twopart disapplication granted by resolution 14. It is limited to the allotment of shares for cash up to an aggregate nominal amount of £2,387,389 (approximately 5% of the issued ordinary share capital of the Company (excluding treasury shares) on the Printing Date). This further waiver may only be used for an allotment of shares for cash for the purposes of financing (or refinancing, if the waiver is used within six months of the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Pre-emption Group's March 2015 Statement of Principles.
The Board has no current intention to exercise these authorities and, in accordance with the guidelines issued by the Pre-emption Group (as updated in March 2015) does not currently expect to allot shares for cash on a non-pre-emptive basis pursuant to resolution 14:
If the resolutions are passed, the disapplications will expire at the conclusion of the next annual general meeting of the Company.
In this resolution, shareholders are being asked to renew, until the next annual general meeting, the Board's authority to buy the Company's own shares subject to the constraints set out in resolution 16. The Board will only use this authority after taking account of the market conditions prevailing at the time, the needs of the Company, its opportunities for expansion and its overall financial position. The Board will exercise this power only if satisfied that it is in the interest of the shareholders as a whole to do so and that it is likely to result in an increase in earnings per share. Furthermore, any Director with a conflict of interest in respect of a particular exercise of the Company's power to purchase its own shares will not be involved in the decision to so exercise such power.
Any shares purchased under this authority may either be cancelled or held as treasury shares. Treasury shares may subsequently be cancelled, sold for cash or used to satisfy options issued to employees pursuant to the employees' share schemes.
The Company intends to continue its share buyback programme as most recently updated on 20 June 2022. The Company continued to conduct its share buyback programme during the period, pursuant to the authority granted at the 2021 annual general meeting. During the year to 24 April 2022 the Company purchased 29,979,999 shares with a nominal value of 10p for consideration of £193.2m, representing 4.68% of the issued share capital. Up to the Printing Date the Company has purchased 11,884,438 additional shares with a nominal value of 10p for consideration of £79.9m and representing 1.86% of the issued share capital. No shares have been disposed of from treasury by the Company to the Printing Date.
(to be proposed as a special resolution)
Changes made to the Act by the Companies (Shareholder Rights) Regulations 2009 (the "Shareholders' Rights Regulations") increase the notice period required for general meetings of companies to 21 days unless a company offers shareholders an electronic voting facility, and shareholders approve a shorter notice period, which cannot however be less than 14 clear days.
Prior to the Shareholders' Rights Regulations which came into force on 3 August 2009, the Company was able to call general meetings, other than its annual general meeting, on 14 clear days' notice without obtaining shareholder approval.
In order to preserve this ability, resolution 17 seeks approval for a notice period of 14 clear days to apply to general meetings. The shorter notice period will not be used as a matter of routine but only where flexibility is merited by the business of the meeting, and is thought to be to the advantage of shareholders as a whole. The approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed. Annual general meetings will continue to be held on at least 21 clear days' notice.
The Act prohibits companies from making any political donations to EU political organisations, independent candidates or incurring EU political expenditure unless authorised by shareholders in advance.
The Company does not make and does not intend to make donations to EU political organisations or independent election candidates, nor does it incur any EU political expenditure. However, the definitions of political donations, political organisations and political expenditure used in the Act are very wide. As a result, this can cover activities such as sponsorship, subscriptions, payment of expenses, paid leave for employees fulfilling certain public duties, and support for bodies representing the business community in policy review or reform. Shareholder approval is being sought on a precautionary basis only, to allow the Company to continue to support the community and put forward its views to wider business and Government interests, without running the risk of being in breach of the legislation.
Resolution 19 seeks authority from shareholders to amend the rules of the Scheme, which was approved by shareholders in 2021. The full text of the amended Scheme rules is available for inspection, as noted in "Documents Available for Inspection" below. The Scheme provides a significant oneoff reward if a stretching share price target is achieved within a four-year period. The amendments to the Scheme Rules are intended to make this share price target consistent across all awards, and to introduce an additional vesting hurdle, which will reward considerable performance. A small number of senior executives were granted awards following the 2021 annual general meeting, including Chris Wootton (Chief Financial Officer), Sean Nevitt (Chief Commercial Officer) and David Al-Mudallal (Chief Operating Officer). The target share price required for vesting of these initial awards was £12 per share. It is intended that this target share price is increased to £15 per share, which is consistent with the award made under the Scheme to Michael Murray when he joined the Board.
The amended Scheme rules also introduce an additional hurdle for vesting of executive awards. An award to an executive of the Company (including Michael Murray) shall vest only if the Group achieves Adjusted PBT of at least £500million during the relevant vesting period (the "Adjusted PBT Target"). Adjusted PBT is profit before tax less the effects of exceptional items, realised foreign exchange, fair value adjustments to derivative financial instruments included within Finance income / costs, fair value gains / losses and profit on disposal of equity derivatives, and share schemes. The Adjusted PBT Target needs to be achieved only once at any time during the vesting period.
Your Board believes that all of the resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole and, accordingly, unanimously recommends that shareholders vote in favour of all the resolutions, as the Directors intend to do in respect of their own beneficial shareholdings in the Company.
The rights of members to attend and vote at the AGM will be determined by reference to entries on the Company's register of members as at 6pm on 17 October 2022 (the "Register of Members"). Only holders of ordinary shares on the Register of Members at that time shall be entitled to attend and/or vote at the AGM (or, in the event of any adjournment of the AGM, the date which is two working days before the time of the adjourned AGM). Such shareholders may vote in respect of the number of shares registered in their names at that time, but any subsequent changes to the Register of Members shall be disregarded in determining rights to attend and vote.
A member entitled to attend and vote may appoint one or more proxies (who need not be members of the Company) to attend, speak and vote instead of him or her provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A form of proxy is enclosed (a "Form of Proxy"), which members are invited to complete and return. Lodging a Form of Proxy will not preclude the member from attending the AGM and voting in person should he or she decide to do so. To be valid, the Form of Proxy (together with any power of attorney or other authority under which it is signed) must reach the Company's registrar, Computershare Investor Services (the "Registrar") by post, by courier or by hand to Computershare Investor Services, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY or electronically via www.eproxyappointment.com not later than 9.00am on 17 October 2022 (two working days before the AGM).
Please indicate with an "X" in the boxes provided on the Form of Proxy how you wish your proxy to vote on the resolutions. The "Vote Withheld" option on the form is provided to enable you to abstain on any particular resolution. However, a "Vote
Withheld" is not a vote in law and will not be counted in the calculation of the proportion of votes "For" and "Against" a resolution. If the Form of Proxy is returned without an indication as to how the proxy shall vote on any particular matter, the proxy will be permitted to exercise his or her discretion as to whether, and if so how, he or she votes and the Company shall consider the vote valid as if it had been made by the member.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the AGM by utilising the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment made 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 specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com/ CREST). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, must be transmitted so as to be received by the Company's agent (ID number 3RA50) not later than 48 hours before the time appointed for the AGM. For this purpose, the time of receipt will be taken to 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 proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & Ireland Ltd does not make available special procedures in CREST for any particular message. Normal systems 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 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 limitation of the CREST systems and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Security Regulations 2001.
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 by 9.00 am on 17 October 2022 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.
a. The Company will give effect to the intentions of members and include votes wherever and to the fullest extent
possible.
as valid.
being cast exceeding the member's entire holding.
I. In relation to paragraph (h) above, in the event that a member does not specifically revoke proxies, it will not be possible for the Company to determine the intentions of the member in this regard. However, in light of the aim to include votes wherever and to the fullest extent possible, it will be assumed that earlier proxies should continue to apply to the fullest extent possible.
Any person to whom this Notice is sent who is a person nominated under section 146 of the Act to enjoy
information rights (a "Nominated Person") may, under agreement with the shareholder by whom he was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
The statement of the rights of shareholders in relation to the appointment of proxies in the paragraph above entitled "Eligibility to attend and vote/Appointing a Proxy" does not apply to Nominated Persons. The rights described in that paragraph can only be exercised by shareholders of the Company.
A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the AGM. In accordance with the provisions of the Act, each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same shares. It is no longer necessary to nominate a designated corporate representative (as was previously recommended by the ICSA guidance published in relation to corporate representatives).
Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member
provided that they do not do so in relation to the same shares.
As at the Printing Date, the Company's issued share capital comprised 640,602,369 ordinary shares of 10p each. Each ordinary share carries the right to one vote at a
general meeting of the Company provided that it is not permitted to exercise the voting rights of shares held in treasury.
The Company holds 163,124,612 ordinary shares in treasury, corresponding to 25.46% of the total ordinary share capital in issue, and accordingly the total number of voting rights in the Company as at the Printing Date was 477,477,757.
Any member attending the AGM has the right to ask questions. The Company must cause to be answered any such questions relating to the business being dealt with at the AGM but no such answer needs to be given, if:
Pursuant to Chapter 5 of Part 16 of the Act (sections 527 to 531), where requested by a member or members meeting the qualification criteria set out below, the Company must publish on its website, a statement setting out any matter that such members propose to raise at the AGM relating to the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM or any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which Annual Report and Accounts were laid in accordance with section 437 of the Act. Where the Company is required to publish such a statement on its website:
The request:
In order to be able to exercise the members' right to require the Company to publish audit concerns (see "Website Publication of Audit Concerns" above) the relevant request must be made by:
For information on voting rights, including the total number of voting rights, see "Issued Shares and Total Voting Rights" above and the website referred to in "Documents Available for Inspection" below.
Where a member or members wish to request the Company to publish audit concerns (see "Website Publication of Audit Concerns" above) such request must be made in accordance with one of the following ways:
Except as provided above, members who have general queries about the AGM should contact the Company Secretary at Frasers Group plc, Unit A, Brook Park East, Shirebrook, NG20 8RY or Computershare Investor Services, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY (no other methods of communication will be accepted).
You may not use any electronic address provided either in this Notice or any related documents to communicate with the Company for any purposes other than those expressly stated.
The following documents are available for inspection at Frasers Group plc, Unit A, Brook Park East, Shirebrook, NG20 8RY during normal business hours on any weekday (excluding weekends) from the date of this Notice until the date of the AGM and at the AGM venue from 8.30am on 19 October 2022 until the conclusion of the AGM:
Copies of the documents set out at c. to f. above and the other information required by section 311A of the Act can also be found at www.frasers.group
The AGM will be held in the Auditorium, Unit D, Brook Park East, Shirebrook, NG20 8RY. A map showing the location of the Company's site is printed on the reverse of the Form of Proxy.
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