Pre-Annual General Meeting Information • Mar 22, 2023
Pre-Annual General Meeting Information
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If you have sold or otherwise transferred your entire holding of Ordinary Shares in Persimmon Plc, please forward this document and the accompanying Form of Proxy as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

(Incorporated and registered in England and Wales no: 1818486)
Notice of the Annual General Meeting of the Company to be held at York Racecourse, Knavesmire Road, York, YO23 1EX at 12 noon on 26 April 2023 is set out at the end of this circular.
(Incorporated and registered in England and Wales with registered number 1818486)
Roger Devlin Chairman Dean Finch Group Chief Executive Jason Windsor Chief Financial Officer Nigel Mills Senior Independent Director Simon LitherlandNon-Executive Director Joanna PlaceNon-Executive Director Annemarie DurbinNon-Executive Director Andrew Wyllie CBENon-Executive Director Shirine Khoury-HaqNon-Executive Director
22 March 2023
You will find enclosed with this circular a notice convening the 2023 Annual General Meeting ('AGM') of the Company ('Notice') to be held at 12 noon on 26 April 2023. This letter explains the business of the meeting.
The AGM will be an in-person meeting; shareholders and their proxies are most welcome to attend. Whilst other meeting formats (e.g. hybrid meetings) are available, the Board has concluded that an in-person AGM is currently the most appropriate meeting format for the Company and its shareholder base. The Board will keep this matter under review for future AGMs. Further details regarding the Board's decision on the format of the meeting can be found in note 15 of the Notice.
The Board welcomes shareholder participation and engagement in the AGM process, and throughout the year. Shareholders and their proxies who choose to attend the AGM in-person will have the opportunity to put questions to the Board. If you are unable to attend the AGM, or if you would like to submit a question to the Board in advance of the meeting, please email your question to [email protected].
Answers to any questions received in advance of the deadline for submitting proxy votes will be posted on the Company's website at www.persimmonhomes.com/corporate/investors/shareholder-centre/ annual-general-meetings.
The business of the AGM is set out below, the ordinary resolutions 1 to 15 and the special resolutions 16 to 19 are summarised and explained below.
Resolution 1 is for shareholders to receive and adopt the Directors' and Auditor's Reports and Financial Statements for the financial year ended 31 December 2022.
Resolution 2 is to declare a final dividend of 60p per ordinary share, as recommended by the Directors. If approved, the final dividend will be paid on 5 May 2023 to shareholders on the Register of Members at the close of business on 14 April 2023.
There are two remuneration resolutions this year. The first, being Resolution 3, is to seek shareholder approval for our future Remuneration Policy, which is intended to take effect from 26 April 2023. This will be a binding vote and, subject to limited exceptions, the Directors can only receive remuneration if it is within the approved Remuneration Policy. Our current policy was adopted in 2020 and the policy for remunerating Directors must be put to shareholders at least every three years.
The proposed new Remuneration Policy is in line with current best practice and contains only minor changes from our current Policy. Changes are proposed to the annual bonus opportunity for the Chief Financial Officer as previously notified to shareholders, with further minor changes to introduce flexibility to aid the operation of the Policy and provide further alignment with best practice. A summary of the changes proposed, compared to the Company's 2020 policy, is set out on the next page. The proposed new Remuneration Policy can be found in the Annual Report 2022 on pages 132 to 139.
The second remuneration resolution is Resolution 4 which seeks shareholders' approval for the Annual Report on Remuneration for the year ended 31 December 2022 (other than the part containing the Directors' Remuneration Policy) which is set out on pages 140 to 153 of the Annual Report 2022. The Annual Report on Remuneration sets out how the Directors were paid in the year to 31 December 2022 and how it is proposed to implement the proposed new Remuneration Policy in 2023. The shareholder vote on the Annual Report on Remuneration resolution will be advisory and no entitlement of a Director to remuneration is conditional on it.
| Proposed change | 2020 Policy | 2023 Policy |
|---|---|---|
| Bonus maximum opportunity |
200% of salary for the CEO and 150% of salary for other Executive Directors. |
200% of salary for the CEO. 175% of salary for other Executive Directors. As we explained in the 2021 Directors' Remuneration Report, when combined with the Performance Share Plan ('PSP') opportunity, this provides Jason Windsor, Chief Financial Officer, with the same overall incentive opportunity as at his former employer. |
| Threshold vesting for annual bonus |
Payment at threshold performance is up to 10% of maximum. |
Payment at threshold performance is up to 20% of maximum. This reflects the level of stretch in the performance targets set and brings our approach into line with typical practice in the FTSE 100 and in sector peers. Payment for on-target performance will remain at up to 50% of maximum in line with the 2020 Policy. |
| Recruitment policy |
The maximum level of variable remuneration which may be granted to a new Chief Executive Officer on appointment (excluding any 'buy out') is 500% of salary, with a maximum of 450% of salary for any other Executive Director. |
No change to the maximum for a new Chief Executive, 500% of salary. For any other Executive Director, the maximum will increase to 475% of salary reflecting the change in the bonus maximum. |
| In service shareholding guidelines |
Executive Directors appointed on or after the date on which the 2020 Policy was approved are required to acquire and retain shares with a value equal to 400% of base salary. A holding of 200% of salary should be achieved within five years of appointment, with the balance of the guideline acquired within a period agreed with the Chairman. |
The overall guideline remains the same. However, Executive Directors will now be required to retain all shares acquired under the PSP and deferred bonus awards, on a net of tax basis, until the shareholding guideline is met, unless in exceptional circumstances the Remuneration Committee exercises discretion to vary this requirement. |
| Other changes | Other minor amendments have been made to the 2020 Policy to aid administration and to take account of changes in practice since the 2020 Policy was approved by shareholders. This includes the removal of legacy provisions which do not apply to current or future Executive Directors. |
Resolutions 5 to 11 concern the re-election and election of Directors by shareholders. In accordance with the provisions of the UK Corporate Governance Code 2018, all of the Directors (except for Simon Litherland and Joanna Place), will retire at the AGM and offer themselves for re-election (or in the case of Jason Windsor, who was appointed to the Board since the last AGM, election by shareholders for the first time). As announced on 13 March 2023, Simon Litherland and Joanna Place have both decided not to seek re-election and will therefore step down from the Board, after six years and three years respectively, at the conclusion of the AGM.
Following individual performance evaluations, the Board supports the re-election or election of the Directors. The Board considers the Chairman and each of the Non-Executive Directors seeking re-election to be independent.
The Chairman and the Non-Executive Directors have individually performed well in their duties and have shown a high level of independence and commitment to their roles. Their collective experience allows them to make valuable contributions to Board discussions, providing insight, strategic guidance, a diversity of views and constructive challenge to the Executive team.
The Board also considers that the Group Chief Executive and Chief Financial Officer have performed well in their roles during the year. Dean Finch continues to demonstrate strong leadership of the business with his focus on build quality, customer service and sustainability. Jason Windsor, who joined the Company on 11 July 2022, is settling into his role; he is providing excellent leadership to the finance and IT functions and is supporting the Group Chief Executive in the execution of the Company's strategy.
It is the Board's view that the biographies, which set out the experience, skills and contribution of each of the Directors seeking re-election or election, show why each Director's contribution is, and continues to be, important to the Company's long term sustainable success. The biographies can be found in Appendix 1 to this letter.
Resolution 12 is for the re-appointment by shareholders of Ernst & Young LLP as auditor. This resolution is recommended to the Board by the Audit & Risk Committee. Ernst & Young LLP were appointed as the Group's auditor in April 2016. The Audit & Risk Committee assesses the performance of the external auditor on an ongoing basis, with a formal review conducted annually. The Committee takes into consideration the quality and depth of the auditor's reporting, their planning and strategy for undertaking the audit and the quality of the personnel undertaking the audit. The Audit & Risk Committee continues to consider that the auditor and the lead audit partner remain independent and that the performance of the auditor remains satisfactory. Further information can be found on pages 120 to 121 of the Annual Report 2022.
Resolution 13 is for shareholders to authorise the Audit & Risk Committee to determine the auditor's remuneration.
Under the Companies Act 2006 ('the Act'), a company must not make political donations or incur political expenditure, unless authorised by shareholders.
The Company and its subsidiaries do not make political donations, nor do they incur political expenditure, and they have no intention to do so.
However, the definitions of 'political party', 'political organisation', 'political donation' and 'political expenditure' within the Act are very wide. The Company and its subsidiaries may incur expenditure such as advertising, sponsorship, subscriptions or attendance at events organised by political parties, industry bodies or charities, paid leave for employees fulfilling certain public duties or support for bodies representing the business community, which may fall within the wide definitions of the Act.
Whilst the Board does not regard these activities as political in nature, given the broad definitions contained within the Act, resolution 14 is tabled as a precautionary measure to ensure that the Company and its subsidiaries do not inadvertently breach the requirements of the Act.
Resolution 15, which will be proposed as an ordinary resolution, is to give the Directors authority to allot shares and grant rights to subscribe for, or convert any security into, shares. This resolution will allow the Directors to allot shares (a) up to a maximum nominal amount of £10,646,159, representing approximately one third of the Company's existing issued share capital as at 10 March 2023, being the latest practicable date prior to the publication of this document; and (b) in connection with a rights issue, up to an aggregate nominal amount of £21,292,319 (as reduced by allotments under paragraph (a) of this resolution), representing (before any reduction) approximately two thirds of the Company's existing issued ordinary share capital as at 10 March 2023, being the latest practicable date prior to the publication of this document. The Directors have no present intention of using the authority given to allot further shares, but would prefer to have the flexibility to do so, should the need arise. If they do exercise the authority, the Directors intend to follow emerging best practice and take note of relevant corporate governance guidelines as regards its use.
The Company holds no Ordinary Shares in treasury as at 10 March 2023, being the latest practicable date prior to the publication of this document. This authority will, if granted, expire at the conclusion of the AGM to be held in 2024 or, if earlier, on 30 June 2024.
Under section 561 of the Companies Act 2006, any shares allotted (or, in the case of any shares held in treasury, sold) wholly for cash must be offered to existing shareholders in proportion to their holdings, but this requirement may be modified by a special resolution of the shareholders in a general meeting.
The power given at the AGM held on 27 April 2022 will expire at the end of the forthcoming AGM and resolutions 16 and 17 seek to obtain new powers.
These resolutions, which will be proposed as special resolutions, would give the Directors the power to allot equity securities (or sell any treasury shares) for cash without first offering them to existing shareholders in proportion to their existing shareholdings.
The power under resolution 16 would be limited to (a) allotments or sales in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those shares or as the Directors otherwise consider necessary, or (b) otherwise up to a nominal amount of £1,596,923. This nominal amount represents approximately 5% of the issued ordinary share capital of the Company as at 10 March 2023, being the latest practicable date prior to the publication of this document.
The Directors will have due regard to the relevant Statement of Principles in relation to any exercise of this power, in particular they do not intend to allot shares for cash on a non-pre-emptive basis pursuant to this power in excess of an amount equal to 7.5% of the total issued ordinary share capital of the Company excluding treasury shares in any rolling three-year period, without prior consultation with shareholders.
The additional power under resolution 17 would be limited to allotments up to a nominal amount of £1,596,923 in connection with an acquisition or specified capital investment (within the meaning given in the Pre-Emption Group's Statement of Principles). This nominal amount represents approximately 5% of the issued ordinary share capital of the Company (excluding treasury shares) as at 10 March 2023, the latest practicable date prior to publication of this document and is in addition to the 5% referred to in resolution 16.
In respect of the power under resolution 17, the Directors confirm that they will only allot shares pursuant to this power where the acquisition or specified capital investment is announced contemporaneously with the announcement of the issue, or has taken place in the preceding 6-month period and is disclosed in the announcement of the issue.
The powers under resolutions 16 and 17 will expire at the conclusion of the AGM to be held in 2024 or, if earlier, at the close of business on 30 June 2024.
The Directors consider it would be beneficial for the Company to continue to have the power to purchase its own Ordinary Shares in certain circumstances. The current authority expires at the conclusion of the AGM. If the authority were to be renewed and exercised, the Company would be able to purchase Ordinary Shares and either cancel them (so reducing the total number of Ordinary Shares in issue) or hold them as treasury shares in accordance with the Companies Act 2006, subject to certain limitations. Treasury shares themselves may be cancelled, sold or transferred for the purposes of the Company's employee share schemes. All rights attaching to Ordinary Shares, including voting rights and the right to receive dividends, are suspended while they are held in treasury.
Resolution 18, which will be proposed as a special resolution, authorises the Directors to purchase up to a maximum of 31,938,478 Ordinary Shares, being 10% of the issued share capital of the Company as at 10 March 2023, being the latest practicable date prior to the publication of this document.
The maximum and minimum prices are stated in the resolution.
The Directors will only implement purchases of Ordinary Shares if, after careful consideration, they are satisfied that such purchases are in the best interests of the Company and its shareholders generally and would result in an increase in expected earnings per share. The Company would consider either retaining any of its Ordinary Shares which it has purchased as treasury shares with a possible re-issue at a further later date, or cancelling them. If such purchases are made, to the extent the purchased Ordinary Shares are held as treasury shares, any increase in earnings per share might only be temporary, depending on whether the Ordinary Shares in question are cancelled, sold or transferred out of treasury.
As at 10 March 2023, being the latest practicable date prior to the publication of this document, options and awards to acquire Ordinary Shares granted under the Company's employee share schemes were outstanding over a total of 4,144,579 Ordinary Shares, being equivalent to 1.30% of the issued share capital of the Company at that date. If the Directors were to be granted this authority to purchase Ordinary Shares and were to use it and the existing authority in full and subsequently cancel such Ordinary Shares, the outstanding options and awards would be equal to 1.62% of the then issued share capital of the Company.
No shares have been purchased to date under the current authority and the Directors have no present intention of exercising the authority to purchase Ordinary Shares, but consider it would be beneficial for the Company to continue to have this power.
This authority will, if granted, expire at the conclusion of the AGM to be held in 2024 or, if earlier, on 30 June 2024.
Resolution 19, which will be proposed as a special resolution, allows the Company to hold general meetings, other than AGMs, on 14 clear days' notice. Under the Companies Act 2006, the minimum notice period for listed company general meetings is 21 clear days, but with an ability for companies to reduce this period to 14 clear days (other than for AGMs) provided that certain conditions are met.
One condition is that the Company offers a facility for shareholders to vote by electronic means. This condition is met if the Company offers a facility allowing shareholders to appoint a proxy by means of a website. The Company provides this facility (please refer to 'Recommendation and action to be taken' below and note 4 of the Notice). The other 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.
The Directors consider it would be beneficial to the Company to continue to have the ability to call general meetings on 14 clear days' notice. The Directors do not propose to utilise this shorter notice period as a matter of routine but only for time-sensitive, non-routine business and where to do so would, in the Directors' opinion, be in the interest of the shareholders as a whole. This authority, if granted, would expire at the conclusion of the AGM of the Company to be held in 2024, when it is intended that a similar resolution will be proposed. AGMs will continue to be held on at least 21 clear days' notice.
Shareholders are encouraged to vote on the resolutions, either in person at the AGM or by Proxy. If you are unable to attend the meeting, you are urged to complete a Form of Proxy and return it to the Company's Registrars, Computershare Investor Services PLC, either by post to The Pavilions, Bridgwater Road, Bristol BS99 6ZY or online at www.eproxyappointment.com or by submitting a CREST Proxy Instruction, by no later than 12 noon on 24 April 2023. The appointment of a proxy will not prevent a shareholder from attending the AGM and voting in person if he or she is entitled to do so and so wishes.
If you are an institutional investor you may also 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.
The Directors consider that the proposed resolutions are in the best interests of the Company and its shareholders as a whole and recommend shareholders vote in favour of the resolutions set out in the Notice, as they intend to do in respect of their own beneficial holdings which, as at 10 March 2023, being the latest practicable date prior to the publication of this document, amounted to 87,784 Ordinary Shares, being 0.03% of the issued share capital.
Yours faithfully
Roger Devlin Chairman 22 March 2023
Chairman (age 65)
Experience and external appointments: Roger was independent on appointment and has extensive business, leadership and governance experience, having held executive and non-executive roles in a variety of sectors such as corporate finance, gaming, leisure, pubs & brewing, sport and transport.
Roger is an experienced Chairman and was, until April 2021, the Chairman of William Hill PLC. Roger's other previous appointments include Chairman of Marston's PLC and Senior Independent Director at the Football Association.
In May 2022 Roger was appointed to the Board of The Sutton Trust.
Skills and contribution: Roger's wealth of experience gives him a strong understanding of corporate governance, shareholder and stakeholder views, banking and finance, customer propositions and leadership.
Roger's expertise and personal qualities enable him to effectively lead the Board and drive change within the business. Roger makes a valuable contribution towards the development and execution of the Group's strategy and ensures that the Board functions effectively by facilitating open and productive debate, providing constructive challenge and by demonstrating objective judgement.
Date of appointment: 28 September 2020
Experience and external appointments: Dean is a widely experienced senior executive with a strong commercial, financial and operational track record spanning a 30 year career in Europe and North America. Dean is also a qualified chartered accountant.
Dean was the Chief Executive Officer of National Express Group plc from 2010 to 2020, and during his tenure built the business into Britain's leading transport group. Prior to that Dean was Group Chief Executive of Tube Lines and Group Finance Director and Group Chief Operating Officer at FirstGroup plc, where he also held a number of other senior roles.
In 2021 Dean was appointed as a Non-Executive Director of Diploma Plc.
Skills and contribution: Dean is a seasoned, well-respected and proven Chief Executive with an exceptional record. Whilst at National Express Dean delivered substantial strategic and operational progress over a sustained period, delivering value for all stakeholders while developing a distinct and cohesive culture, focused on customer care and service.
Dean leads the Group's programme of change in its drive to become Britain's leading homebuilder; delivering for all stakeholders in the business whilst continuing to deliver strong financial returns to investors.
Chief Financial Officer (age 50)
Date of appointment: 11 July 2022
Experience and external appointments: Jason is an experienced finance executive who has established a strong track record in a variety of senior financial roles over the last 27 years. He was Group Chief Financial Officer of Aviva PLC from 2019 to 2022, having previously been Chief Financial Officer of both its UK Insurance and UK Life businesses, after originally joining the business in 2010. Prior to Aviva, Jason spent 15 years at Morgan Stanley, in London and Singapore, latterly as a Managing Director within its Investment Banking Division.
Skills and contribution: Jason is a well-respected and proven FTSE 100 CFO and we are delighted to have recruited someone of his calibre and experience as Chief Financial Officer to complement our strong management team. In his previous role Jason demonstrated an ability to deliver sustained financial and strategic progress while working in a large consumer-facing business. These skills are highly relevant and transferable to Persimmon as we continue our drive to become the leading homebuilder of the best value, quality homes in the UK.
Date of appointment: 4 April 2016
Experience and external appointments: Nigel is the Senior Independent Director at John Wood Group Plc and was previously a Senior Advisor at Citigroup Global Markets. Nigel was Chairman of Corporate Broking at Citi between 2005 and 2015, and Chief Executive at Hoare Govett between 1995 and 2005. Nigel has extensive experience in advising some of the UK's largest companies. Nigel is also a Director of The Queen's Club.
On 7 March 2023 Nigel was appointed as a Non-Executive Director of Greggs plc. Nigel will be appointed Senior Independent Director of Greggs plc upon the conclusion of their next Annual General Meeting on 17 May 2023.
Skills and contribution: Nigel has strong commercial judgement drawing on a 30 year career advising quoted companies. He has broad experience of financial markets, strategy, risk, shareholder attitudes and corporate governance, which enable him to provide sound advice to the Board. Between February 2018 and May 2018 Nigel served as Acting Chairman and led the process which resulted in the appointment of the current Chairman, Roger Devlin.
S Sustainability Committee
N Nomination Committee
Independent Non-Executive Director (age 59)
Experience and external appointments: Annemarie has 30 years' broad-based retail, commercial, corporate and institutional banking experience across Asia, Africa & the Middle East and is an experienced executive coach and mentor. Annemarie is currently Chair of Cater Allen Limited, Remuneration Committee Chair of Petershill Partners plc and Senior Ringfence Director and Remuneration Chair of Santander UK plc. She spent the bulk of her executive career at Standard Chartered, a FTSE 100 international bank. She held a variety of global business and functional roles including being CEO of a FTSE 250 equivalent listed company in Thailand, culminating in membership of the Group Executive Committee. Annemarie was board Chair of Merryck & Co. Ltd, a leading mentoring group until July 2021, and was Remuneration Committee Chair of WH Smith PLC until January 2022.
Skills and contribution: Annemarie is a highly experienced international business executive, with a strong background in banking, diversity & inclusion, transformation, corporate governance and human resources. Annemarie is a qualified lawyer, coach and conflict mediator. Annemarie's experience and knowledge are valuable additions to the Board as the Group continues to implement its programme of business improvement.
Date of appointment: 4 January 2021
Experience and external appointments: Andrew is an experienced construction sector executive and was Chief Executive of Costain Group PLC for 14 years, until his retirement in 2019. Previously, Andrew was Managing Director of Taylor Woodrow Construction and a member of the Group Executive Committee at Taylor Woodrow Plc. During his career Andrew has worked on a variety of major contracts and projects in Saudi Arabia, Ghana, the Falklands, Malaysia and the United Kingdom.
Andrew currently serves as a Senior Independent Director of Yorkshire Water and Non-Executive Director of BMT Group Ltd. He was previously a Non-Executive Director of Scottish Water and President of the Institution of Civil Engineers.
Andrew has an MBA from London Business School and is a Fellow of the Royal Academy of Engineering. For his services to engineering and construction, Andrew was awarded a CBE.
Skills and contribution: Andrew has a long and successful track record within the construction industry and brings highly relevant sector experience to the Board. Andrew's industry knowledge, expertise and perspective are valuable to the Board as the Group continues to build a sustainable business.
Independent Non-Executive Director (age 51)
Experience and external appointments: Shirine is the Chief Executive Officer of The Co-operative Group, having been appointed in August 2022. Prior to this, Shirine was the Chief Financial Officer of The Co-operative Group, where she was responsible for finance, technology, transformation and corporate development, and also served as the Chief Executive Officer of The Co-operative Group's Life Services sector, which included the Insurance, Legal Services and Funeral businesses.
Before joining The Co-operative Group, Shirine was Chief Operating Officer of Lloyd's of London, the insurance market, and had previously held senior positions at Catlin, IBM and McDonald's. Shirine is a qualified accountant and was previously a Non-Executive Director of the Post Office.
Skills and contribution: Shirine has a wealth of experience in finance, technology and real estate in businesses operating across a range of sectors. Shirine's appointment adds to the balance of skills and expertise on the Board, which is a great benefit as the Group continues to build a sustainable business in every sense.
(Incorporated and registered in England and Wales with registered number 1818486)
NOTICE IS HEREBY GIVEN that the annual general meeting ('Annual General Meeting' or 'AGM') of Persimmon Plc (the 'Company') will be held at 12 noon on 26 April 2023 at York Racecourse, Knavesmire Road, York, YO23 1EX to consider and, if thought fit, to pass the following resolutions. It is intended to propose resolutions 16 to 19 (inclusive) as special resolutions. All other resolutions will be proposed as ordinary resolutions.
in each case during the period beginning with the date of the passing of this resolution and ending at the conclusion of the Annual General Meeting of the Company to be held in 2024 or, if earlier, on 30 June 2024.
In any event, the aggregate amount of political donations and political expenditure made or incurred by the Company and its subsidiaries pursuant to this resolution shall not exceed £90,000.
That the Directors be and are generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the 'Act'), to exercise all 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 ('Relevant Securities'):
such authorities to expire at the conclusion of the Annual General Meeting of the Company to be held in 2024, or if earlier, on 30 June 2024.
These authorities shall permit and enable the Company to make offers or agreements before the expiry of the authorities which would or might require shares to be allotted or Relevant Securities to be granted after such expiry and the Directors shall be entitled to allot shares and grant Relevant Securities pursuant to any such offers or agreements as if the authorities had not expired.
That, if resolution 15 is passed, the Directors be given power pursuant to sections 570(1) and 573 of the Companies Act 2006 (the 'Act') to:
as if section 561 of the Act did not apply to any such allotment or sale, such power to be limited to the allotment of equity securities for cash and the sale of treasury shares:
i. in connection with or pursuant to an offer of or invitation to acquire equity securities (but in the case of the authorisation granted under resolution 15(b), by way of a rights issue only) in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment or sale (and holders of any other class of equity securities entitled to participate therein or if the directors consider it necessary, as permitted by the rights of those securities) but subject to such exclusions or other arrangements as the directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever;
ii. in the case of the authority granted under resolution 15(a) (or in the case of any sale of treasury shares) and otherwise than pursuant to paragraph (i) above up to an aggregate nominal amount of £1,596,923,
such power to expire at the conclusion of the Annual General Meeting of the Company to be held in 2024 or, if earlier, on 30 June 2024 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power conferred by this resolution had not expired.
as if section 561 of the Act did not apply to any such allotment or sale, such power to be:
limited to the allotment of equity securities for cash and sale of treasury shares up to an aggregate nominal amount of £1,596,923 such power to be used only for the purposes of financing (or refinancing, if the power is to be used within 6 months after the original transaction) a transaction which the Directors determine to be either an acquisition or a specified 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, or for any other purposes as the Company in a general meeting may at any time by special resolution determine,
such power to expire at the conclusion of the Annual General Meeting of the Company to be held in 2024 or, if earlier, on 30 June 2024 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not expired.
That in accordance with section 701 of the Companies Act 2006 (the 'Act') the Company is granted general and unconditional authority to make market purchases (within the meaning of section 693(4) of the Act) of any of its ordinary shares of 10 pence each in its capital ('Ordinary Shares') on such terms and in such manner as the Directors may from time to time determine, and where such shares are held as treasury shares, the Company may use them for the purposes of its employee share schemes, provided that:
By order of the Board
Registered Office: Persimmon House Fulford York YO19 4FE Registered in England and Wales No: 1818486
Should the AGM be adjourned to a time not more than 48 hours after the Specified Time, that time will also apply for the purpose of determining the entitlement of shareholders to attend and vote (and for the purpose of determining the number of votes they may cast) at the adjourned meeting. If the AGM is adjourned for a longer period, the time by which a person must be entered on the Register in order to have the right to attend or vote at the adjourned meeting is two working days before the time fixed for the adjourned meeting or, if the Company gives notice of the adjourned AGM, at the time specified in the notice.
To appoint a proxy via the internet, you should log on to the Computershare website at www.eproxyappointment.com. You will be asked to agree to the terms and conditions for electronic proxy appointment. It is important that you read these terms and conditions as they set out the basis on which proxy appointment via the internet shall take place. This electronic address is provided only for the purpose of communications relating to electronic appointment of proxies.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the meeting to be held on 26 April 2023 and any adjournments of it, by utilising the procedures, and to the address, described in the CREST Manual (available via www.euroclear.com/ CREST), subject to the provisions of the Company's articles of association. CREST Personal Members or other CREST Sponsored Members, and those CREST members who have appointed voting service provider(s), should refer to their CREST Sponsor or voting service provider(s), who will be able to take 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 and Ireland Limited's ('EUI') specifications and must contain the information required for such instructions, as described in the CREST Manual.
To be valid, the message 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 holding the 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 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 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 voting service provider(s), to procure that the member's CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by the CREST system by any particular time. In this connection, CREST members and where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
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 12 noon on 24 April 2023 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 shareholder entitled to attend and vote at the AGM has the right to ask questions relating to the business being dealt with at the meeting. The Company must cause to be answered any such question but no answer need be given if to do so would interfere unduly with the business of the meeting, involve the disclosure of confidential information, or if it would be undesirable in the interests of the Company or the good order of the meeting that the question be answered.
Any person to whom this Notice is sent who is a person nominated under section 146 Companies Act 2006 to enjoy information rights (a 'Nominated Person') may, under an agreement between him or her and the shareholder by whom he or she was nominated, have a right to be appointed (or 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 or she may, under such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The statement of rights of members in relation to the appointment of proxies in notes 3 and 4 above does not apply to Nominated Persons.
The rights described in those notes can only be exercised by shareholders of the Company.
A Nominated Person should remember that his or her main point of contact in terms of his or her investment remains the registered member, custodian or broker who administers the investment on his or her behalf. Therefore, any changes or queries relating to his or her personal details and holding (including any administration thereof) must continue to be directed to his or her existing contact at his or her investment manager or custodian. The Company cannot guarantee dealing with matters that are directed to it in error. The only exception to this is when the Company, in exercising one of its powers under the Companies Act 2006, writes to the Nominated Person directly for a response.
Copies of each of the terms of reference will be available on the day of the AGM at the place of the meeting for at least 15 minutes prior to and during the AGM.
Under section 527 of the Companies Act 2006, members meeting the threshold requirement set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to 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 accounts and reports were laid in accordance with section 437 of the Companies Act 2006.
The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website.
The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.
Persimmon House Fulford York YO19 4FE
Telephone 01904 642199 Email [email protected]
www.persimmonhomes.com/corporate (Incorporated and registered in England and Wales with registered number 1818486)

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