Pre-Annual General Meeting Information • Jul 12, 2023
Pre-Annual General Meeting Information
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If you are in any doubt as to what action you should take, you are recommended to consult with your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000 (as amended).
If you have recently sold or transferred all of your shares in Moonpig Group plc, please forward this document, together with the accompanying documents, as soon as possible either to transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.
Moonpig Group plc is incorporated in England and Wales, the registered office is 10 Back Hill, London, ECIR 5EN with registered number 13096622.
Notice of the Annual General Meeting to be held at the offices of Link Group, 6th Floor, 65 Gresham St, London EC2V 7NQ on Tuesday 19 September 2023 at 10.00 am is set out in this document.
Your vote is important to us and whether or not you propose to attend the Annual General Meeting, please complete your voting instructions. In line with our ongoing paperless strategy we ask that you vote in one of the following ways:
If you are unable to vote online, you may request a hard copy form of proxy by contacting the Company's registrar, Link Group, on +44 (0)371 664 0300 and returning it to them.
Moonpig Group plc Herbal House 10 Back Hill London ECIR 5EN
28 June 2023
To the holders of ordinary shares in Moonpig Group plc (the "Company")
l am pleased to invite you to Moonpig Group plc's third Annual General Meeting ("AGM"), to be held on Tuesday 19 September 2023 at 10:00 am at the offices of Link Group, 6th Floor, 65 Gresham St, London EC2V 7NQ.
The purpose of this letter is to explain the business to be considered at the AGM will be conducted.
All Directors will stand for re-election at the AGM, in line with the provisions of the UK Corporate Governance Code. The Board considers each Director to be fully effective and recommends them all for re-election by shareholders. The Directors' biographies are detailed within the appendix to the Notice of Meeting at pages 15 to 18.
Our corporate www.moonpiq.group/investors provides more information about the Company including:
The business to be considered at the AGM is set out in the Notice of Meeting on pages 4 to 7 of this document. Explanatory notes on each resolution to be considered at the AGM appear on pages 8 to 11 of this document.
Resolutions 17 to 20 will be proposed as special resolutions and will be passed if at least 75% of the votes cast (not counting votes withheld) are in favour. The remaining resolutions are being proposed as ordinary resolutions and will be passed if more than 50% of the votes cast (not counting votes withheld) are in favour.
Voting at the AGM will be conducted by way of a poll. The results of voting on the resolutions will be posted on the Company's corporate website as soon as practicable after the AGM and through an announcement to the London Stock Exchange.
Please arrive by 9:30am to allow sufficient time for registration and security clearance. Please bring your attendance document with you. This will be a copy of the email or letter you will have received.
We look forward to welcoming as many shareholders in person to the AGM, at which shareholders will have the opportunity to speak to, and vote on, the resolutions being put to the AGM.
lf you are not able to attend the AGM but wish to cast your vote on the resolutions, it is important that you complete your proxy vote online at www.signalshares.com or by using the LinkVote+ app. CREST members may use the CREST electronic proxy appointment service to submit their proxy appointment in respect of the AGM as detailed in Note of Meeting on page 13. Institutional shareholders who use Proxymity should refer to Note of Meeting on page 12.
Please note that, to be valid, all proxy forms and appointments must be received by 10.00 am on 17 September 2023. If I am appointed as proxy, I will, of course, vote in accordance with any instructions given discretion as to how to vote, I will vote in favour of each of the resolutions to be proposed at the AGM.
The completion of an appointment of proxy does not preclude you from attending and voting in person at the AGM should you decide to do so.
The Board considers that all resolutions being proposed are in the Company and its shareholders as a whole.
The Directors unanimously recommend that you vote in favour of the intend to do in respect of their own beneficial holdings which amount in aggregate to 7,513,215 shares representing approximately 2.19% of the existing issued ordinary share capital of the Company.
Yours faithfully,
Kate Swann Chair of the Board Moonpig Group plc
NOTICE IS HEREBY GIVEN that the Annual General Meeting ("AGM") of Moonpig Group plc (the "Company") will be held on Tuesday 19 September 2023 at 10:00 am at offices of Link Group, 6th Floor, 65 Gresham St, London EC2V 7NQ in accordance with the information provided on pages 12 to 14 to consider and, if thought fit, pass the following resolutions of which resolutions 1 to 16 and will be proposed as ordinary resolutions. For an ordinary resolution to be passed, a simple majority of the votes cast must be in favour of the resolutions 17 to 20 will be proposed as special resolutions. For a special resolution to be passed, at least 75% of the votes cast must be in favour of the resolution.
To receive the Company's audited financial statements for the year ended 30 April 2023 together with the Directors' report, auditors' report and strategic report on those financial statements, which are contained in the Annual Report and Financial Statements.
To approve the Directors' Remuneration report set out on pages 104 to 124 of the Annual Report and Financial Statements for the financial year ended 30 April 2023 (excluding the Directors Remuneration Policy included in the report).
To approve the Directors' Remuneration Policy, set out on pages 108 to 116 of the Annual Report and Financial Statements for the financial year ended 30 April 2023.
By separate resolutions and in respect of the following Directors who are subject to annual re-election in accordance with the UK Corporate Governance Code (the "Code") and as set out in the Company's Articles "):
To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company to hold office from the conclusion of this AGM until the conclusion of the next AGM at which accounts are laid before the Company.
To authorise the Company's Audit Committee to determine the remuneration of the Auditors.
That, in accordance with Part 14 of the Companies Act 2006 (the "Act"), the Company and all companies that are subsidiaries of the Company at any time during the period for which this resolution has effect be authorised to:
provided that the aggregate amount of any such donations and expenditure shall not exceed £100,000 during the period beginning with the date of this resolution and ending at the conclusion of the Annual General Meeting of the Company to be held in 2024 (or, if earlier, at the close of business on the date falling 12 months after the resolution conferring it is passed). For the purpose of this resolution the terms "political parties", "independent election candidates", "political organisations" and "political expenditure" have the meanings set out in sections 363 to 365 of the Act.
That the amendments to the rules of the Moonpig Group plc Long Term Incentive Plan ("Plan"), as shown in the marked-up version of the Plan rules produced to the meeting, be and they are hereby approved and the Directors be and are generally authorised to do all acts and things that they consider necessary or expedient to the proposed amendments.
To authorise the Directors generally and uncondition for any existing authority, but without prejudice to the exercise of any such authority prior to the passing of this resolution, pursuant to and in accordance with Section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company:
and so that, in both cases, the Directors may imits or restrictions and make any arrangements which they consider necessary, expedient 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 conclusion of the next annual general meeting of the Company, to be held in 2024, (or 31 October 2024), whichever is earlier, save that the Company may, before such expiry, make an offer or enter into an agreement which would or might require shares to be allotted, or rights to or to convert securities into shares to be granted, after such expiry; and the Directors may allot shares or grant such rights in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.
That, if resolution 16 above is passed, the Directors be given power pursuant to section 570 and section 573 of the Companies Act 2006 (the "Act") to allot equity securities (as defined in the Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash, in either case as if Section 561 of the Act did not apply to any such allotment or sale, such power to be limited:
and so that, in both cases the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
b) in the case of the authority granted under paragraph a) of resolution 16 and/or in the case of any sale of treasury shares, to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph a) above) up to a nominal amount of £1,710,558,
such power to apply until the end of the next annual general meeting to be held in 2024, whichever is earlier, but, in each case, during this period 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 ends and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.
such power to apply until the end of the next annual general meeting to be held in 2024, or 31 October 2024, whichever is earlier, but, in each case, during this period 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 ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.
To unconditionally and generally authorise the Company in accordance with section 701 of the Companies Act 2006 (the "Act") to make market purchases (as defined in section 693(4) of the Act) of ordinary shares of £0.10 each in the capital of the Company on such terms and in such manner as the Directors may determine provided that:
To authorise the Directors to call a general meeting other than an annual general meeting on not less than 14 clear days' notice.
By order of the Board
Jayne Powell Company Secretary 28 June 2023
Registered Office: 10 Back Hill London ECIR 5EN United Kingdom
Resolutions 1 to 16 are proposed as ordinary resolutions to be passed, more than 50% of the votes cast must be in favour of the resolutions 17 to 20 are proposed as special resolutions. For each of these resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.
Throughout these notes, all references to "the Act" are to the Companies Act 2006 (as amended).
Resolution 1 seeks the receipt of the Annual Report and Financial Statements of the Company.
The first item of business is the receipt by the shareholders of the Annual Statements of the Company for the year ended 30 April 2023 ("Annual Report"). This contains the Directors' report, the accounts, and the report of the Company's Auditors on the accounts and on those parts of the Directors' Remuneration report that are capable of being audited.
Resolution 2 seeks to approve the Director's Remuneration report.
This resolution seeks shareholder approval of the Directors' Remuneration report as set out on pages 104 to 124 of the Annual Report (excluding the Directors' Remuneration policy included in the report).
This resolution is subject to an "advisory vote" by shareholders and is therefore not binding on the Company.
Resolution 3 seeks to approve the Director's Remuneration policy.
This is an ordinary resolution and seeks shareholder approval of the Directors' Remuneration policy, as set out on pages 100 to 116 of the Annual Report. After the policy takes effect, the Company will not be a remuneration payment to a current or future Director or a payment for loss Director unless that payment is consistent with the approved policy or has been approved by a resolution of the shareholders of the Company.
Under section 439A of the Act, there must be a binding shareholder vote on the Directors' Remuneration policy at least once every three years (unless the Directors wish to change the Directors' Remuneration policy within that three-year period). Therefore, a Directors' Remuneration policy will be put to shareholders again no later than the Annual General Meeting in 2026.
Resolutions 4 – 11 seeks approval of the re-election of all Directors of the Company.
In accordance with the Company's Articles and the Code, all Directors will retire and stand for re-election at the AGM. Resolutions 4 – 11 (inclusive) propose their re-election by the Company's shareholders.
The Nomination Committee has reviewed the independence of David Keens, Susan Hooper, ShanMae Teo and Niall Wass and determined that they are all independent in character and there are no relationships or circumstances which are likely to affect their judgement.
Simon Davidson is not deemed to be independent due to his relationship with the Company's major shareholder, Exponent Private Equity Partners. Further information is on page 127 of the Annual Report.
Kate Swann, the Non-Executive Chair, was considered independent upon appointment, as set out in more detail on page 79 of the Company's Prospectus issued in connection with the Initial Public Offering
Biographical details of all the Directors are provided in the appendix of this document at pages 15 to 18 to enable shareholders to take an informed decision. It is the Board's view that this information illustrates the reasons why each Director's contribution is, and continues to be, important to the Company's long-term sustainable success.
All Directors are recommended by the Board for re-election.
As at 28 June 2023, Exponent Private Equity LLP ("Exponent"), held 12.0% of the total voting rights of the Company, Consequently, under the UK Listing Rules, Exponent is not classed as a "controlling shareholder" of the Company (i.e. a shareholder that controls more than 30% of the votes at a General Meeting of the Company's independent Non-Executive Directors seeking election at therefore subject to rule 9.2.2E of the UK Listing Rules requiring that such election must be approved by a majority vote of both the independent shareholders of the Company, other than Exponent, who are entitled to vote on the election of Directors), and the shareholders as a whole.
Resolution 12 seeks the approval of the re-appointment of PricewaterhouseCoopers LLP as the Company's external auditors.
The Auditors of a company must be appointed at each general meeting at which the accounts are laid. Resolution 12 proposes, on the recommendation of the Audit Committee, the re-appointment of PricewaterhouseCoopers LLP as the Company's Auditors, until the conclusion of the next general meeting of the Company at which accounts are laid.
Resolution 13 proposes to grant authority to the Audit Committee to determine the auditor's remuneration.
This resolution seeks shareholder consent for the Company to set the remuneration of the Auditors.
Resolution 14 seeks shareholder approval for the Company to make political donations up to an aggregate amount of £100,000. The Company does not intend to make political donations of any kind; this resolution acts as a precaution due to the wide legal interpretation of 'political donations' and 'political expenditure'.
Part 14 of the Act requires companies to obtain shareholders' authority for donations to registered political parties in the UK under the Political Parties, Elections and Referendums Act 2000 in any twelve-month period. The definition of donation in this context is very wide and extends to bodies such as those concerned with policy review, law reform and the representation of the business community. There are further restrictions on companies incurring political expenditure (as defined in the Act) without first obtaining shareholders' consent.
The Company has not made any political donations and does not envisage making any; however, this resolution is proposed for approval as a precaution to avoid inadvertent breach of the legislation as a result of the wide meanings given to the terms "political donations" and "political expenditure".
This resolution, if passed, will authorise the Directors until the next AGM or 31 October 2024, whichever is the earlier, to make donations and incur expenditure which might otherwise be caught by the terms of the Act, up to an aggregate amount of £100,000 for the Company and for subsidiary companies.
Resolution 15 seeks shareholder approval for proposed amendments to the rules of Moonpig Group plc Long Term Incentive Plan ("Plan").
Consistent with the terms of the new Directors Remuneration Policy proposed under Resolution 3, the following amendments will be made to the rules of the Plant
Subject to shareholder approval the proposed amendments would become available in respect of awards granted on or after the date of the AGM.
The full text of the Plan rules marked-up to show the proposed amendments will be available for inspection at the place of the AGM for at least 15 minutes before and during the meeting and on the national storage mechanism from the date of this Notice of Meeting.
Resolution 16 provides the Directors with authority to allot (issue) a fixed amount of ordinary shares in the Company for a period expiring at the conclusion of the next AGM of the Company.
Under the Act, the directors of a company may only allot new shares (or grant rights over shares) if authorised to do so by the shareholders in a general meeting.
The authority in paragraph 16a) of the resolution will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares up to a nominal value of £11,403,721, which represents approximately one third (33.3%) of the total issued ordinary share capital of the Company as at 26 June 2023, being the latest prior to publication of the Notice of Meeting.
The authority in paragraph 16b) will, in accordance with the latest guidelines issued by the Investment Association in February 2023, allow the Directors to allot, including the shares referred to in paragraph 14a), further of the Company's, shares in connection with a rights issue or other pre-emptive offer up to a total maximum nominal value of £22,807,442, which represents approximately two thirds (66.6%) of the total issued ordinary share capital of the Company as at 28 June 2023.
As at 28 June 2023, being the latest practicable date prior to publication of Meeting, the Company does not hold any ordinary shares in treasury within the meaning of the Act.
In total, the resolution will allow the Directors to allot a maximum aggregate of two-thirds of the issued share capital of the Company and is in line with the Investment Association's Share Capital Management Guidelines issued in February 2023.
The Directors have no present intention to allot shares or grant rights to subscribe for or convert any security into shares pursuant to this authority, other than in connection with employee share and incentive plans.
However, the Directors consider it desirable to have the flexibility to respond to market developments and to enable allotments to take place in appropriate circumstances. If the resolution is passed the authority will expire of the next AGM or 31 October 2024
Resolutions 17 and 18 deal with the granting of limited power to Directors to allot securities whilst dis-applying pre-emption rights (the rights for shareholders to have first refusal on the issue of new shares by a company).
Resolution 17 seeks to renew the Directors' power to allot equity securities and sell treasury shares in exchange for cash without first offering them to existing shareholders in proportion to their existing shareholdings. Equity securities include ordinary shares in the Company. Resolution 15 allows the Directors to issue equity securities and to sell treasury shares for cash in connection with a rights issue or other pre-emptive to issue equity securities and to sell treasury shares for cash on a non pre-emptive basis up to an aggregate nominal amount of £1,710,558, representing approximately 5% of the issued share capital as at 28 June 2023, the latest practicable date prior to publication of the Notice of Meeting.
Resolution 18 seeks further shareholder approval, by way of a separate special resolution in line with best practice quidance issued by the Pre-emption Group, for the Directors to issue equity securities and to sell treasury shares for cash on a non pre-emptive basis. The authority granted by this resolution, if passed will: (a) be limited to the allotment of equities and sale of treasury shares for cash up to an aggregate nominal value of £1,710,558, which represents approximately 5% of the issued share capital of the Company (excluding shares held in treasury) as at 28 June 2023 (being the latest practicable date prior to publication of this Notice of Meeting); and (b) only be used in connection with an acquisition or other capital investment of a kind contemplated by the Pre-emption Group's Statement of Principles, and which is announced contemporaneously with the allotment, or has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.
The Directors also confirm their intention 7.5% of the issued ordinary share capital will be issued for cash on a non-pre-emptive basis during any rolling three-year period other than (i) with prior consultation with shareholders; or (ii) in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.
The Directors have no present intention of exercising these powers but this resolution will assist them to respond to market developments and to take advantage of business opportunities as they arise.
The authorities granted by resolutions 17 and 18, if passed, will expire on the earlier of the next AGM or 31 October 2024.
The Directors are aware of the revised Statement of Principles and template resolution published by the Pre-Emption Group in November 2022, which include an increase in the disapplication of pre-emption rights. The Directors have decided that they do not wish to increase the disapplication threshold at the will keep emerging market practice in this area under review.
Resolution 19 seeks authority for the Company to purchase ordinary shares in the Directors see fit, up to an aggregate total of 10% of issued share capital.
The effect of resolution 19 is to authorise the Company to purchase its own ordinary shares, up to a maximum of 34,211,162 ordinary shares, until the next AGM or 31 October 2024, whichever is the earlier. This represents 10% of the ordinary shares in issue as at 28 June 2023, being the latest practicable date prior to the Notice of Meeting. The Company's exercise of this authority is subject to the stated upper and lower limits on the price payable, the price stipulated in Commission Delegated Regulation (EU) 2016/1052 as referred to in Article 5(6) of the UK Market Abuse Regulation (MAR), and the UK Listing Rules.
Pursuant to the Act, the Company can hold any shares which are repurchased as treasury shares (as an alternative to cancelling them) and either re-sell them, either immediately or at a point in the future, or use them for the purposes of its employee share schemes. Holding the repurchased shares will give the Company the ability to re-sell or transfer them in the future and with additional flexibility in the management of its capital base. No dividends will be paid on, and no voting rights will be exercised in respect of, treasury shares. Shares held as treasury shares will not automatically be cancelled in future calculations of earnings per share (unless they are subsequently re-sold or transferred out of treasury). If the Directors exercise the authority conferred by resolution 19, they may consider holding those shares in treasury, rather than cancelling them.
The Directors consider it desirable and in the Company's interests for shareholders to grant this authority. The Company will not, save in accordance with a predetermined, irrevocable and non-discretionary programme, repurchase shares in the period immediately preceding the preliminary announcement of its annual or half year results as dictated by the UK Listing Rules or MAR or, if shorter, between the end of the financial period concerned and the time of a relevant ar, except in accordance with the UK Listing Rules and the MAR, at any other time when the Directors would be prohibited from dealing in shares.
As at 28 June 2023, being the latest practicable date prior to publication of this Notice of Meeting, there were no outstanding warrants or options to subscribe for ordinary shares in the Company. As at 20 June 2023, the Company does not hold any ordinary shares in treasury within the meaning of the Act.
Resolution 20 shortens the minimum notice period required for general meetings of the than the Annual General Meeting) to 14 days.
Under the Act, the notice period required for all general meetings of the Company is 21 clear days, though shareholders can approve a shorter notice period for general meetings that are not annual general meetings, which cannot however be less than 14 clear days. General meetings will continue to be held on at least 21 clear days' notice period would not be used as a matter of routine, but only where the flexibility is merited by the general meeting to be held and is thought to be to the advantage of shareholder approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.
Only those shareholders whose name appears in the Company's register of members as at 6:30 pm on 15 September 2023; or if the meeting is adjourned, at 6.30 pm on the day two days prior to the adjourned meeting (excluding non-working days), shall be entitled to vote and attend the AGM. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to vote at the Meeting.
All resolutions at the AGM will be decided by a poll. The Board believes a vote by way of poll to be more representative of shareholders' voting intentions so that the votes are counted according to the number of shares held.
You are entitled, and we encourage you, to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the AGM.
Where no specific instruction is given, your proxy may vote at his/her own discretion or refrain from voting, as he or she sees fit. You can appoint more than one proxy in relation to the meeting if each is appointed to exercise the rights attaching to different shares held by you. Details of how to appoint a proxy are set below.
You may appoint a proxy and give your voting instructions online at www.signalshares.com or by using the LinkVote+ app, as further explained in Note 4 below. Please also refer to Note 4 for information on Proxymity, and to Note 6 for information on CREST.
If you are unable to vote online, you may request a hard copy form of proxy by contacting the Company's registrar, Link Group, on +44 (0)371 664 0300 and returning it to PXS 1, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL.
To be valid your proxy appointment must be received by Link Group at least 48 hours before the of the meeting, no later than 10:00am on 17 September 2023. Voting online is quicker, more environmentally sustainable, and more secure than paper voting.
You can register the appointment of a proxies or voting instructions for the meeting electronically by logging on to www.signalshares.com using your investor code (which you can find on your share certificate). Full details of the procedures are given on the website. The proxy appointment and/or voting instructions must be received by Link Group at least 48 hours before the appointed time of the meeting, no later than 10.00am on 17 September 2023. Please note that any electronic communication sent to the Company or the Registrar that is found to contain a computer virus will not be accepted.
The use of the internet service in connection with the AGM is governed by the conditions of use set out on the website, www. signalshares.com.
Alternatively, Link Group, the company's registrar, has launched a shareholder app: LinkVote+. It's free to download and use and gives shareholders the ability to access their records at any time and allows users to submit a proxy appointment quickly and easily online rather than through the post. The app is available to download on the Apple Play.
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 Proxynity, please go to www.proxymity.io. Your proxy must be lodged by 10:00am on 17 September 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 these terms and they will govern the electronic appointment of your proxy.
Any person to whom the Notice of Meeting is sent who is a person nominated under section 146 of the Act to enjoy information rights (a "nominated person") may, pursuant to an agreement between him/her and the shareholder by whom he/she 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, they may, pursuant to any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
The rights relating to proxies set out apply directly to nominated persons. The rights to appoint proxies can only be exercised by registered holders of shares.
Nominated Persons are reminded that they should contact the registered holder of their shares (and not the Company) on matters relating to their investments in the Company.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy instruction service may do so for the AGM and any adjournment thereof by using the procedure described in the CREST manual (available via www. euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed voting service providers, should refer to their CREST sponsors or voting service providers, who will be able to take the appropriate action on their behalf.
For a proxy appointment or instructions made using the CREST service to be valid, the appropriate CREST proxy instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's (EU) specifications and must contain the information required for such in the CREST manual. 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, be transmitted so as to be received by the issuer's agent (ID RA10) no later than 10:00am on 17 September 2023, or, in the event of an adjournment of the meeting, 48 hours before the adjourned meeting. For this purpose, the time of receipt will be taken to be time (as determined by the timestamp applied to the message by the CREST applications host) from which the issuer'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 providers should note that EU| does not make available special procedures in CREST for any particular message. Normal system timings and limitations will therefore apply in relation to the input of CREST proxy instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure is transmitted by means of the CREST system by any particular time. In connection thereto, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
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.
Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a shareholder provided that no more than one corporate representative exercises powers over the same share.
Shareholders meeting the threshold requirements set out in section 527 of the Act have the right to request that the Company publish a statement on its website setting out any matter that such shareholders propose to raise at the meeting 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 meeting. The request must be received by the Company by 12 September 2023, (being at least one week before the meeting) and the Company may not charge the requesting shareholders for website publication of such a statement.
The Company must also forward the statement to the Company's auditors no later than the statement is made available on the Company's website. The business which may be dealt with at the AGM includes any website statement relating to audit concerns.
Any shareholder attending the AGM has the right to ask questions for the Board or Moonpig please contact [email protected] to give us the opportunity prepare a response to your questions.
The Chair will ensure that any question to the business being dealt with at the AGM receives a response, but in accordance with section 319A of the Act, no response will need to be given if:
The Chair may also determine the order in which questions raised by shareholders present at the AGM.
Shareholders are reminded that unacceptable behaviour will not be tolerated at the AGM and with appropriately by the Chair.
The Notice of Meeting and other information required by section 311A of the Act, can be found at https://www.moonpig.ggroup/investors/.
The following documents will be available for inspection during normal business hours at the registered office of the Company, as well as at the place of the AGM from 9.45am on the day of the AGM until the conclusion of the AGM:
As at 28 June 2023 (being the latest practicable date prior to the publication of this document), the Company's issued ordinary share capital consisted of 342,111,621 Shares, carrying one vote each. The Company does not hold any Shares in treasury. Therefore, the total voting rights in the Company as at 28 June 2023 were 342,111,621.
All dates and times stated in the Notice of Meeting and any further announcements regarding the AGM are in British Summer Time unless stated otherwise.
Shareholders meeting the threshold under sections 338 and 338A of the Act can instruct the Company: (i) to qive shareholders (entitled to receive the Notice of Meeting) notice of a resolution which may properly be proposed and is intended to be proposed at the AGM; and/or (i) to include in the business to be dealt with at the AGM any matter (other than a proposed resolution) which may be properly included in the business.
A resolution may properly be proposed, or a matter may properly be included in the business unless: (a) (in the case of a resolution only) it would, if passed, be ineffective; (b) it is defamatory of any person; or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the persons making it, must be received by the Company not later than six clear weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.
Except as provided above, shareholders who have general queries about the meeting should use the following means of communication (no other methods of communication will be accepted):
You may not use any electronic address provided either in the Notice of Meeting; or any related documents to communicate with the Company for any purposes other than those expressly stated.
6th Floor, 65 Gresham St. London EC2V 7NQ
Nearest tube stations: Bank, Cannon Street, Mansion House, Moorgate and St Paul's.
Kate joined the Group as Chair in August 2019 and was appointed to the Board in January 2021. She is also the Chair of the Nomination Committee
Kate has more than 30 years of experience leading businesses, having held many senior positions throughout her career. She was Chair of Secret Escapes from 2019 to 2021 and was previously Chancellor of Bradford.
She has extensive listed company experience, having served as the Chief Executive Officer of SSP Group from 2013 to 2019 and of WH Smith from 2003 to 2013. Prior to this, Kate held roles as Managing Director of Homebase and of Argos
Kate holds a Bachelor of Science with honours in Business Management from the University of Bradford and, in 2007, was awarded an honorary doctorate from the University of Bradford.
Listed appointment: Chair of Beijer Ref.
Other appointments: Chair of IVC Evidensia and Chair of Parques Reunidos.
Nickyl is the Chief Executive Officer of the Group, having held the role since June 2018. Nickyl was appointed to the Board at incorporation on 23 December 2020.
Nickyl has significant e-commerce leadership experience, having founded Finery, an online British womenswear brand in 2014 and holding the role of Chief Executive Officer until 2017. Nickyl served as the Chief Executive Officer of the e-commerce business, Rocket Internet, a company that incubates and technology companies globally, from 2012 to 2014.
Nickyl spent the early part of his career in financial services, where he was Vice President at Goldman Sachs until 2010 and then worked at Arrowgrass Capital Partners until 2012, leading research and investments into alobal technology, media and telecoms companies.
Nickyl holds an MBA from Harvard Business School and a bachelor's degree in Economics from Cambridge University.
Listed appointment: None.
Other appointments: None.
Andy is the Chief Financial Officer of the Group, having held the role since January 2019. Andy was appointed to the Board at incorporation on 23 December 2020.
Andy has extensive operational and financial leadership experience in e-commerce, having previously held roles as Chief Financial Officer of Wowcher, an online consumer business, from 2015 to 2018 and as Chief Financial Officer of The LateRooms Group, an online travel agency, from 2012 until 2015. Prior to that, he worked at Shop Direct Group (now The Very Group).
Andy spent his early career working in corporate finance with professional service firm Deloitte and at HSBC's investment banking division.
Andy holds a Bachelor of Science with honours in Management Sciences from the University of Manchester and has, since 2009, been a Fellow of the ICAEW, having qualified as a Chartered Accountant with KPMG in 1999.
Listed appointment: None.
Other appointments: None.
David joined the Board as an Independent Non-Executive Director in January 2021. David is the Senior Independent Non-Executive Director, Chair of the Audit Committee, and a member of the Remuneration and Nomination Committees.
David brings a breadth of experience in online, consumer-facing businesses, together with core skills in finance. He was Independent Non-Executive Director and Chair of the Audit Committee of J Sainsbury from 2015 until July 2021. He was formerly Group Finance Director of NEXT from 1991 to 2015 and Group Treasurer from 1986 to 1991. Previous management experience also includes nine years in the United Kingdom and overseas operations of multinational food manufacturer Nabisco and, prior to that, seven years in the accountancy profession.
David is a member of the Association of Chartered Certified Accountants and of the Association of Corporate Treasurers.
Listed appointment: Senior Independent Director and Chair of the Audit Committee of Auto Trader Group.
Other appointments: None.
Susan joined the Board as an Independent Non-Executive Director in January 2021. Susan is the Remuneration Committee, the Designated Non-Executive Director for workforce engagement ("DNED") and the Non-Executive Director responsible for oversight of ESG matters. She is also a member of the Audit and Nomination Committees.
Susan has broad non-executive experience. She has a focus upon ESG and is a founding Director of Chapter Zero, which promotes corporate awareness of climate change.
Susan has previously been a Non-Executive Director and Chair of the Remuneration Committee of Affinity Water and a Non-Executive Director of Rank Group, Caresourcer, Wizz Air and the Department for Exiting the European Union. Prior to this she was Managing Director of British Gas Residential Services and Chief Executive of Acromas Group's travel division (including the brands Saga and the AA). She has also held senior roles at Royal Caribbean International, Avis Europe, PepsiCo International, McKinsey & Co and Saatchi & Saatchi.
Susan holds bachelor's and master's degrees in International Politics and Economics from the John Hopkins University.
Listed appointments: Non-Executive Director of W.A.G. Payment Solutions
Other appointments: Chair of Carbon Gap and Tangle Teezer and Non-Executive Director of Uber Britannia. Director of Chapter Zero.
ShanMae joined the Board as an Independent Non-Executive Director on 27 June 2022. She is a member of the Audit, Nomination and Remuneration Committees.
ShanMae has extensive experience in driving growth with organic and M&A strategies and investor roles. She is currently Chief Financial Officer at Climate Impact Partners. Prior to that, she was Chief Financial Officer at Third Bridge Group, a primary research provider and expert network and before that, she was Chief Financial Officer at the Ambassador Theatre Group.
She has over ten years of experience as a private equity and venture capital investor at Providence Equity Partners and M/C Venture Partners, focusing on consumer, media and technology sectors. Prior to that, she held roles in strategy consulting and investment banking at Bain & Company and Salomon Smith Barney.
ShanMae holds a Bachelor of Science degree in Accounting and Finance from Boston College and an MBA from INSEAD.
Listed appointment: None.
Other appointments: Chief Financial Officer of Climate Impact Partners and Director of Opera Holland Park.
Niall joined the Board as an Independent Non-Executive Director in January 2021. He is a member of the Audit, Nomination and Remuneration Committees
Niall has deep experience in the onliner business space both as an executive, investor and now as a Chair and NED. He is currently Chair of a number of growth stage tech businesses, as well as previously Chair of Glovo (sold to Delivery Hero), and Trouva (sold to Made). He was also previously a Partner at Atomico, a pan-European venture capital fund, leading consumer investments and remains an advisor there. In his executive career, Niall spent over 15 years as a CEO, COO and SVP in early-stage tech-enabled consumer businesses, such as Betfair (now listed as Flutter: LSE). His last executive role was as part of the Executive Team at Uber, leading the international business into 50 countries.
Listed appointment: None.
Other appointments: Chair at Vay.io, World of Books Group and Jobandtalent. Non-Executive Director at Koru Kids.
Simon has been a Director of the Group since 2016 and was appointed as a Non-Executive Director in January 2021. He serves as a Nominee Director, appointed under the Relationship Agreement with Exponent.
Simon Davidson is a Senior Partner at Exponent, where he invests in the consumer sector. In addition to leading Exponent's investment into Moonpig in 2016, his other realised investments at Exponent include the Ambassador Theatre Group and Quorn Foods. Prior to joining Exponent in 2008, Simon worked at Apax Partners and OC&C Strategy Consultants.
Simon holds an MBA from the Wharton School and a bachelor's degree in Politics, Philosophy and Economics from Oriel College, Oxford.
Listed appointment: None.
Other appointments: Senior Partner, Exponent. Non-Executive Director (in his capacity as a Partner of Exponent) in albelli-Photobox Group, Evergreen Garden Care, Gü, Vibrant Foods, Warp Snacks and Wowcher.
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