AGM Information • Jun 12, 2024
AGM Information
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Letter from the Chair and Notice of the Forty-Eighth Annual General Meeting to be held on Thursday, 11 July 2024 at 2.00 p.m. in The Powerscourt Hotel, Powerscourt Estate, Enniskerry, Co. Wicklow, A98 DR12, Ireland.
If you are in any doubt as to what action to take, you should consult your stockbroker, solicitor, accountant or other professional adviser, who, if you are taking advice in Ireland, is authorised or exempted under the Investment Intermediaries Act, 1995 or the European Communities (Markets in Financial Instruments) Regulations 2017 or, if you are taking advice in the United Kingdom, is authorised under the Financial Services and Markets Act 2000 (as amended) of the United Kingdom or, if you are in a territory outside Ireland or the United Kingdom, from another appropriately authorised professional adviser.
If you have sold or transferred all your ordinary shares in DCC plc, please forward this document and the Form of Proxy at once to the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have recently sold part of your holding of ordinary shares in DCC plc, please contact immediately your stockbroker or other agent through whom the sale or transfer was effected.

11 June 2024
Dear Shareholder
The Notice of the Forty-Eighth Annual General Meeting of DCC plc to be held on Thursday, 11 July 2024 at 2.00 p.m. is set out on pages 4 to 8 of this document.
We invite you to submit questions in writing in advance of the meeting either by email to [email protected] or by post to the Company Secretary, DCC plc, DCC House, Leopardstown Road, Foxrock, Dublin 18, Ireland. Questions must be received by 2.00 p.m. on Tuesday, 9 July 2024. All correspondence should include sufficient information to identify the shareholder on the Register of Members.
The resolutions to be proposed at the Annual General Meeting are set out in detail in the Notice and explanatory notes on the resolutions are set out below.
Resolution 1 deals with the consideration of the financial statements of the Company for the year ended 31 March 2024. A full copy of the 2024 Annual Report and Accounts is available on the Company's website www.dcc.ie.
Resolution 2 deals with the declaration of a final dividend of 133.53 pence per ordinary share for the year ended 31 March 2024. If approved, the final dividend will be paid on 18 July 2024 to shareholders on the Register of Members at the close of business on 24 May 2024. This will give a total dividend for the year of 196.57 pence per ordinary share, which represents a 5% increase on the prior year.
Resolution 3 deals with the consideration of the Remuneration Report (excluding the Remuneration Policy referred to in Resolution 4) as set out on pages 126 to 151 of the 2024 Annual Report and Accounts.
Resolution 4 deals with the consideration of the proposed new Remuneration Policy as set out on pages 132 to 139 of the 2024 Annual Report and Accounts.
A letter setting out the background to, and details of, the proposed changes to the Remuneration Policy was sent, on behalf of the Remuneration Committee, to the Company's major shareholders (representing over 60% of the issued share capital in January 2024). Responses received from shareholders to the proposed changes were overall very positive.
It is the Company's practice to put its Remuneration Report to an advisory, non-binding shareholder vote at each Annual General Meeting. It is also the Company's practice to put its Remuneration Policy to an advisory, non-binding shareholder vote every three years or earlier if there are changes to the Policy.
As such, at this Annual General Meeting, both the Remuneration Report and the Remuneration Policy will be put to advisory, non-binding shareholder votes.
Resolution 5 deals with the proposed election or re-election of all Directors who are putting themselves forward at the Annual General Meeting, in accordance with the UK Corporate Governance Code.
The Board undertakes a formal annual evaluation of its Directors and is satisfied that all the Directors proposed for election or re-election continue to make a valuable contribution and have performed effectively in offering independent and constructive challenge to management and committed sufficient time to discharge their responsibilities effectively.
Brief biographies of the Directors, including their areas of expertise relevant to their role as Directors, are set out on pages 96 and 97 of the 2024 Annual Report and Accounts and also on the Company's website at www.dcc.ie.
The election or re-election of each Director will be considered separately.
Resolution 6 authorises the Directors to determine the remuneration of the Auditors.
Resolution 7 will be proposed as an Ordinary Resolution to authorise the Directors to allot shares up to an aggregate nominal amount of €8,239,500, representing approximately one third of the Company's issued share capital (excluding Treasury Shares) on 11 June 2024. As at close of business on 11 June 2024, the Company held 2,458,988 Treasury Shares, representing 2.49% of the Company's issued share capital (excluding Treasury Shares). The Directors have no present intention of making any new issue of shares (other than pursuant to the DCC plc Long Term Incentive Plan 2009, the DCC plc Long Term Incentive Plan 2021, or the deferred bonus arrangements for executive Directors) and will exercise this authority only if they consider it to be in the best interests of shareholders generally at that time. This authority will, if renewed, expire on the earlier of the date of the next Annual General Meeting of the Company and 10 October 2025.
Resolution 8 will be proposed as a Special Resolution to renew the Directors' authority to issue shares for cash other than strictly pro-rata to existing shareholdings. The proposed authority is limited to the allotment of shares in specific circumstances relating to rights issues or any other issues up to an aggregate nominal amount of €1,235,900, representing approximately 5% of the Company's issued share capital (excluding Treasury Shares) on 11 June 2024.
Resolution 9 will be proposed as a Special Resolution to authorise the Directors to issue additional shares for cash other than strictly pro-rata to existing shareholdings. The proposed authority is limited to:
The maximum nominal value of equity securities which could be allotted if both authorities proposed by Resolutions 8 and 9 were used in full would be €2,471,800, which represents approximately 10% of the Company's issued share capital (excluding Treasury Shares) on 11 June 2024. This limit includes any Treasury Shares re-issued by the Company while these authorities remain operable.
In November 2022, the Pre-Emption Group published a revised Statement of Principles (the "Statement of Principles"), which increased the guideline aggregate threshold for the annual disapplication of pre-emption rights authorities from 10% to 20% of a company's issued share capital, with some additional flexibility for follow-on offers of up to a maximum of an additional 4% of a company's issued share capital in specified circumstances. However, the Directors have decided to seek authority under Resolutions 8 and 9 for the disapplication of pre-emption rights only up to a maximum of 10% of the Company's issued share capital in the aggregate. Resolution 9 reflects the Statement of Principles and related templates, and is in line with the authorities received by the Company in prior years. If the Company issues shares non-pre-emptively for cash, it will follow the shareholder protections in Part 2B of the Statement of Principles.
The Directors will exercise these authorities only if they consider them to be in the best interests of shareholders generally at that time. These authorities will expire on the earlier of the date of the next Annual General Meeting of the Company and 10 October 2025.
Resolution 10 will be proposed as a Special Resolution to renew the authority of the Company, or any subsidiary, to purchase on-market from time to time shares representing up to 10% of the aggregate nominal value of the Company's issued share capital (excluding Treasury Shares) and to hold these shares as Treasury Shares or cancel them at the Directors' discretion. The resolution also sets out the minimum and maximum prices that may be paid for shares purchased in this manner.
If the Directors were to exercise the authority being renewed by this resolution up to the maximum number of shares allowed, the total number of options to subscribe for ordinary shares in the Company (which, on 11 June 2024, is 889,670, representing 0.90% of the issued share capital (excluding Treasury Shares)) would represent 1% of the issued share capital (excluding Treasury Shares). The Directors will exercise this authority only if they consider it to be in the best interests of shareholders generally at that time.
This authority will, if renewed, expire on the earlier of the date of the next Annual General Meeting of the Company and 10 January 2026.
Resolution 11 will be proposed as a Special Resolution to set the price range at which any Treasury Shares may be re-issued off-market. This authority will, if renewed, expire on the earlier of the date of the next Annual General Meeting of the Company and 10 January 2026.
If you hold ordinary shares in certificated (i.e. paper) form and do not intend to attend the Annual General Meeting in person, you are encouraged to vote in one of the following ways:
Persons who hold interests in shares through the securities settlement system operated by Euroclear Bank SA/NV ("Euroclear Bank") (the "EB System") or as CREST Depository Interests ("CDIs") through the CREST system ("CREST") should consult with their stockbroker or other intermediary at the earliest opportunity for further information on the processes and timelines for submitting proxy votes or voting instructions for the Annual General Meeting through the respective systems. Further details on how to submit proxy votes or voting instructions through the EB System or through CREST are set out in the notes to the Notice of Annual General Meeting.
The Directors are satisfied that the resolutions set out in the Notice of the Annual General Meeting are in the best interests of the Company and its shareholders. Accordingly, the Directors unanimously recommend you to vote in favour of each of the resolutions set out in the attached Notice, as they intend to do in respect of all the ordinary shares which they own or control in the capital of the Company.
Yours faithfully
Mark Breuer Chair
Notice is hereby given that the Forty-Eighth Annual General Meeting of DCC plc will be held in The Powerscourt Hotel, Powerscourt Estate, Enniskerry, Co. Wicklow, A98 DR12, Ireland on Thursday, 11 July 2024 at 2.00 p.m. for the following purposes:
"That, for the purposes of Section 1021 of the Companies Act 2014, the Directors of the Company be and they are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot relevant securities (as defined by Section 1021(12) of that Act) (including, without limitation, any Treasury Shares, as defined in Section 106 of that Act) up to an aggregate nominal amount of €8,239,500, representing approximately one third of the issued share capital of the Company (excluding Treasury Shares) at the date of the notice containing this resolution. This authority shall expire at the close of business on the earlier of the date of the next Annual General Meeting of the Company and 10 October 2025 but may be previously revoked or varied by the Company in General Meeting and may be renewed by the Company in General Meeting for a further period not to exceed 15 months from the date of such renewal. The Company may make an offer or agreement before the expiry of this authority which would or might require relevant securities to be allotted after this authority has expired and the Directors may allot relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired."
"That the Directors of the Company be and are hereby empowered pursuant to Sections 1022 and 1023 of the Companies Act 2014, with such power expiring at the close of business on the earlier of the date of the next Annual General Meeting of the Company and 10 October 2025, to allot equity securities (as defined in Section 1023(1) of that Act) (including, without limitation, any Treasury Shares (as defined in Section 106 of that Act)) of the Company for cash pursuant to the authority given by Resolution 7 as if Section 1022 of that Act did not apply to any such allotment, provided however that the power conferred on the Directors by this resolution shall be restricted to:
The Company, prior to the expiry of this power, may make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired."
"That the Directors of the Company be and are hereby empowered pursuant to Sections 1022 and 1023 of the Companies Act 2014, with such power expiring at the close of business on the earlier of the date of the next Annual General Meeting of the Company and 10 October 2025, to allot equity securities (as defined in Section 1023(1) of that Act) (including, without limitation, any Treasury Shares (as defined in Section 106 of that Act)) of the Company for cash pursuant to the authority given by Resolution 7 and in addition to any authority granted under Resolution 8 as if Section 1022 of that Act did not apply to any such allotment, provided that:
The Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry date and the Directors may allot equity securities in pursuance of such offer or agreement as if such power had not expired."
"That the Company and/or any subsidiary (as defined by Section 7 of the Companies Act 2014) of the Company be and is hereby generally authorised to make market purchases or overseas market purchases (in each case as defined by Section 1072 of that Act) from time to time of shares of any class in the Company ("Shares") on such terms and conditions and in such manner as the Directors of the Company may determine from time to time but subject to the provisions of that Act and to the following restrictions and provisions:
If the means of providing the foregoing information as to dealings and prices by reference to which the maximum price is to be determined is altered or is replaced by some other means, then a maximum price shall be determined on the basis of the equivalent information published by the relevant authority in relation to dealings on the London Stock Exchange or its equivalent; and
d) The authority hereby granted shall expire at the close of business on the earlier of the date of the next Annual General Meeting of the Company and 10 January 2026 unless previously varied, revoked or renewed by special resolution, in accordance with the provisions of Section 1074 of the Companies Act 2014. The Company or any such subsidiary may, before such expiry, enter into a contract for the purchase of Shares which would or might be executed wholly or partly after such expiry and may complete any such contract as if the authority conferred hereby had not expired."
"That for the purposes of Section 1078 of the Companies Act 2014, the re-issue price range at which ordinary shares of €0.25 in the capital of the Company ("Shares") held as Treasury Shares (as defined by Section 106 of that Act) may be re-issued off-market shall be as follows:
For the purposes of this resolution the expression "Appropriate Price" shall mean an amount equal to the average of the five amounts resulting from determining whichever of the following ((i), (ii) or (iii) specified below) in relation to the Shares of the same class as the Treasury Share being re-issued shall be appropriate for each of the five business days immediately preceding the day on which the Treasury Share is re-issued as determined from the information published in The Daily Official List of the London Stock Exchange reporting the business done on each of those five business days:
If the means of providing the foregoing information as to dealings and prices by reference to which the Appropriate Price is to be determined is altered or is replaced by some other means, then the Appropriate Price shall be determined on the basis of the equivalent information published by the relevant authority in relation to dealings on the London Stock Exchange or its equivalent.
This resolution shall continue in effect until the close of business on the earlier of the date of the next Annual General Meeting of the Company or 10 January 2026 unless previously varied or renewed in accordance with the provisions of Section 1078 of the Companies Act 2014."
By order of the Board
Darragh Byrne Company Secretary DCC plc DCC House Leopardstown Road Foxrock Dublin 18 Ireland
11 June 2024
EB Participants can send electronic voting instructions to instruct the sole registered shareholder of all ordinary shares held through the EB System, Euroclear Nominees Limited ("Euroclear Nominees"), on how to vote. In following instructions from EB Participants, Euroclear Nominees will either vote itself or appoint the Chair of the meeting as proxy, in respect of all or specific resolution(s) to:
Euroclear Bank will, wherever practical, aim to have a voting instruction deadline of one hour prior to the Company's proxy appointment deadline (being 48 hours before the time appointed for the Annual General Meeting or any adjournment thereof).
Voting instructions cannot be changed or cancelled after Euroclear Bank's voting deadline. There is no facility to offer a letter of representation other than through the submission of third party proxy appointment instructions.
EB Participants are strongly encouraged to familiarise themselves with the arrangements with Euroclear Bank, including the voting deadlines and procedures.
If you hold CDIs and wish to submit electronic voting instructions or proxy appointment instructions you must use the Broadridge Global Proxy Voting service. To avail of the voting service, you will need to complete the Meetings and Voting Client Set-up Form (CRT408) prescribed by Broadridge. Completed application forms should be returned to EUI (signed by an authorised signatory with another relevant authorised signatory copied for verification purposes) to the following email address: eui.srd2@euroclear. com. Fully completed application forms will be shared by EUI with Broadridge. This will enable Broadridge to contact you and share further detailed information on the service offering and initiate the process for granting your access to the Broadridge platform.
Broadridge will set a voting deadline by which time electronic voting instructions or proxy appointment instructions must be received by it for use at the Annual General Meeting. Broadridge's voting deadline will be earlier than Euroclear Bank's voting instruction deadline. Voting instructions cannot be changed or cancelled after Broadridge's voting deadline.
CDI holders are strongly encouraged to familiarise themselves with the arrangements with Broadridge, including the voting deadlines and procedures and to take, as soon as possible, any further actions required by Broadridge in order that they may avail of this voting service.
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