Pre-Annual General Meeting Information • Aug 13, 2024
Pre-Annual General Meeting Information
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If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 immediately.
If you have sold or otherwise transferred all of your shares in IG Group Holdings plc, please send this document, together with any accompanying documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent who arranged the sale or transfer for you, for transmission to the purchaser or transferee.
(Incorporated in England and Wales with registered number 04677092)
Please complete and submit the Form of Proxy in accordance with the instructions printed on it. The Form of Proxy must be completed, signed and returned to reach the Company's Registrar by no later than 10:00 on Monday, 16 September 2024.
(Incorporated in England and Wales with registered number 04677092)
Mike McTighe (Chair) Breon Corcoran (Chief Executive Officer) Jonathan Moulds (Senior Independent Non-Executive Director) Rakesh Bhasin Andrew Didham Marieke Flament Wu Gang Sally-Ann Hibberd Malcolm Le May Susan Skerritt Helen Stevenson
Registered Office:
Cannon Bridge House 25 Dowgate Hill London EC4R 2YA
7 August 2024
Dear Shareholder
I am writing to inform you that the Annual General Meeting ("AGM") of the Company will be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ, on 18 September 2024 at 10:00. The formal notice of the AGM and the resolutions to be proposed are set out on pages 10 to 12 of this document.
The notes on the following pages give an explanation of the proposed resolutions. Resolutions 1 to 16 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 18 to 20 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.
The Directors present to the Shareholders at the AGM for approval as an ordinary resolution the Annual Report and Accounts for the year ended 31 May 2024, together with the Directors' and Auditor's Report in the Annual Report and Accounts.
Shareholders will be asked to receive and approve as an ordinary resolution the Directors' Remuneration Report for the year ended 31 May 2024. The Annual Report on Remuneration is set out in full on pages 97 to 105 of the Annual Report and Accounts and sets out the pay and benefits received by each of the Directors during the year ended 31 May 2024. This vote is advisory and therefore will not affect the remuneration or benefits received by any Director.
A final dividend of 32.64 pence per ordinary share is recommended by the Directors for payment to Shareholders on the Register of Members at the close of business on 20 September 2024. Subject to the approval of Shareholders at the AGM, this dividend will be paid on 17 October 2024.
The UK Corporate Governance Code 2018 recommends that all Directors of FTSE 350 companies should be subject to annual re-election by Shareholders. In accordance with this, Mike McTighe, Jonathan Moulds, Rakesh Bhasin, Andrew Didham, Wu Gang, Sally-Ann Hibberd, Susan Skerritt and Helen Stevenson will submit themselves for re-election by Shareholders at the forthcoming AGM.
Malcolm Le May will not be seeking re-election at the AGM and will retire from the Board on 18 September 2024 in accordance with the Articles of Association of the Company and as announced on 25 July 2024.
Having considered the performance of and contribution made by each of the Directors standing for re-election, the Board remains satisfied that each of the Directors performs effectively and demonstrates full commitment to their individual role, including the appropriate commitment of time for Board and Committee meetings and other duties required.
Each Director standing for re-election will be proposed by separate resolution (Resolutions 4 to 11). The biographical details of each of the Directors standing for re-election demonstrate why each Director's contribution is, and continues to be, considered important to the Company's long-term sustainable success. The biographical details of the Directors standing for re-election can be found on pages 6 to 7 of this document.
In accordance with the Articles of Association of the Company, and the recommendation of the UK Corporate Governance Code 2018, a Director appointed by the Board shall retire, and be subject to election by Shareholders at the first AGM of the Company following his or her appointment.
Breon Corcoran was appointed on 29 January 2024 and Marieke Flament was appointed on 4 July 2024. Both Directors are eligible for election by Shareholders. The biographical details of the Directors standing for election demonstrate why each Director's contribution is, and continue to be, considered important to the Company's long-term sustainable success. The biographical details of the Directors standing for election can be found on pages 6 to 7 of this document.
The Company is required at each general meeting at which accounts are presented to appoint an Auditor to hold office until the next such meeting.
PricewaterhouseCoopers LLP have indicated their willingness to continue in office, and the Board, on the unanimous recommendation of the Audit Committee, which evaluated the effectiveness and independence of the external Auditor, is proposing the re-appointment of PricewaterhouseCoopers LLP as the Company's Auditor for the financial year ending 31 May 2025.
Accordingly, Resolution 14 seeks to re-appoint PricewaterhouseCoopers LLP as Auditor to the Company, and Resolution 15 authorises the Audit Committee of the Board to determine their remuneration.
The authority given to the Directors to allot further shares in the capital of the Company requires the prior authorisation of the Shareholders in a general meeting under Section 551 of the 2006 Act. This authority was given at the 2023 AGM, and this resolution seeks to renew that authority. Upon the passing of the resolution, the Directors will have authority to allot new shares and grant rights to subscribe for, or convert other securities into, shares up to a maximum nominal value of £6,094 which is approximately 33 per cent of the total issued ordinary share capital, exclusive of treasury shares, as at 6 August 2024, being the latest practicable date before the publication of this notice. This authority will expire at the conclusion of the next AGM of the Company or 30 November 2025, whichever is earlier. The Directors intend to seek to renew such authority at successive AGMs of the Company. As at 6 August 2024, being the latest practicable date before the publication of this notice, the Company held no equity securities in treasury.
In addition, in accordance with the guidance from the Investment Association ("IA") issued in February 2023 on the expectations of institutional investors in relation to the authority of Directors to allot shares, upon the passing of Resolution 16, the Directors will have authority to allot an additional number of ordinary shares up to a maximum nominal value of £6,094, which is approximately a further 33 per cent of the total issued ordinary share capital, exclusive of treasury shares, as at 6 August 2024, being the latest practicable date before the publication of this notice.
However, the Directors will only be able to allot those shares and grant rights to subscribe for, or convert other securities into, shares in connection with a pre-emptive offer in which the new shares are offered to existing Shareholders in proportion to their existing shareholdings and to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary. This authority will also expire at the conclusion of the next AGM of the Company or 30 November 2025, whichever is earlier. The Directors intend to seek to renew such authority at successive AGMs of the Company.
As a result, if Resolution 16 is passed, the Directors could allot shares representing up to two-thirds of the total issued ordinary share capital pursuant to a pre-emptive offer. There are no current plans to use such an authority.
The Directors have no current plans to undertake a pre- emptive offer or to allot new shares, except in connection with the Company's employee share schemes. The Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities as they arise.
If the Directors wish to allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme), company law requires these shares to be offered first to shareholders in proportion to their existing holdings (known as pre-emption rights). These pre-emption rights can be modified and/or disapplied to give the Directors greater flexibility in raising capital for the Company. The purpose of these resolutions is to give the Directors such flexibility, in line with the latest investor guidance.
Limbs (i) and (iii) of Resolution 17 seek shareholder approval to allot a limited number of ordinary shares or other equity securities, or sell treasury shares, for cash on a pre-emptive basis but subject to such exclusions or arrangements as the Directors may deem appropriate to deal with certain legal, regulatory or practical difficulties. For example, in a pre- emptive rights issue, there may be difficulties in relation to fractional entitlements or the issue of new shares to certain shareholders, particularly those resident in certain overseas jurisdictions.
The Directors have no current intention of exercising this authority but consider the authority in Resolution 17 to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a pre-emptive offer or rights issue without the need to comply with the strict requirements of the statutory pre-emption provisions.
In addition, there may be circumstances when the Directors consider it in the best interests of the Company to allot a limited number of ordinary shares or other equity securities, or sell treasury shares for cash on a non-pre-emptive basis. The Pre-Emption Group's Statement of Principles (the "PEG Principles") were last updated in November 2022. They support the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities and sales of treasury shares for cash where these represent no more than ten per cent of the issued ordinary share capital (exclusive of treasury shares), without restriction as to the use of proceeds of those allotments.
Accordingly, the purpose of limb (ii) of Resolution 17 is to authorise the Directors to allot new shares and other equity securities pursuant to the allotment authority given by Resolution 16, or sell treasury shares, for cash up to a nominal value of £1,846, without the shares first being offered to existing shareholders in proportion to their existing holdings. This amount is equivalent to ten per cent of the total issued ordinary share capital of the Company excluding treasury shares, as at 6 August 2024, being the latest practicable date before the publication of this notice.
Resolution 16 has been drafted in line with the template resolutions published by the Pre-Emption Group in November 2022.
The PEG Principles also support the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities and sales of treasury shares for cash where these represent no more than an additional ten per cent of issued ordinary share capital (exclusive of treasury shares) and are used only in connection with an acquisition or specified capital investment. The PEG Principles define "specified capital investment" as meaning one or more specific capital investment related uses for the proceeds of an issue of equity securities, in respect of which sufficient information, regarding the effect of the transaction on the Company, the assets the subject of the transaction and (where appropriate) the profits attributable to them, is made available to shareholders to enable them to reach an assessment of the potential return.
Accordingly, the purpose of Resolution 18 is seek authority for the Directors to allot new shares and other equity securities under the allotment authority given by Resolution 16, or sell treasury shares, for cash up to a further nominal amount of £1,846, only in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment, or which has taken place in the preceding twelve-month period and is disclosed in the announcement of the issue. This amount is equivalent to ten per cent of the total issued ordinary share capital of the Company as at 6 August 2024, being the latest practicable date before the publication of this notice, exclusive of treasury shares.
The Board has no current intention of exercising the authorities in Resolutions 16 and 17 to make pre-emptive or non-preemptive offers but considers them to be appropriate in order to allow the Company the flexibility to finance business opportunities.
The Board confirms that it intends to follow the shareholder protections set out in Section 2B of the PEG Principles.
If given, the authority will expire at the conclusion of the next AGM of the Company or 30 November 2025, whichever is earlier. The Directors intend to seek to renew such power at successive AGMs of the Company.
The Company's Articles of Association permit the purchase by the Company of its own shares subject to Shareholders' prior approval being obtained. This Resolution also renews the authority provided at the 2023 AGM and would authorise the Company to purchase up to 36,934,031 shares. If given, the authority will expire at the conclusion of the next AGM of the Company or 30 November 2025, whichever is earlier. The Directors intend to seek to renew this power at subsequent AGMs of the Company.
The Resolution specifies the maximum number of ordinary shares which may be purchased (representing 10 per cent of the Company's total issued ordinary share capital (excluding treasury shares) as at 6 August 2024, being the latest practicable date before the publication of this notice) and the maximum and minimum prices at which they may be bought, exclusive of expenses, reflecting the requirements of the 2006 Act and the Listing Rules.
On 2 August 2023, the Company announced the commencement of a buyback programme to repurchase up to £250 million of its own ordinary shares and an initial tranche of up to £100 million (the "First Tranche") was completed on 30 October 2023. The First Tranche took place within the limitations of the authority granted at the 2022 AGM. The remaining repurchase of up to £150 million (the "Second Tranche") was launched on 7 November 2023 and completed on 31 July 2024 under the authority granted at the 2023 AGM.
On 25 July 2024, the Company announced a further buyback programme to repurchase up to £150 million of its own ordinary shares, which is due to complete on or before 31 January 2025. The Directors intend to use the remaining authority granted by the 2023 AGM and/or the authority conferred by Resolution 19 to complete this buyback.
Under the 2006 Act, the Company is permitted to hold its own shares in treasury following a buyback, instead of cancelling them. This gives the Company the ability to reissue treasury shares quickly and cost-effectively (including pursuant to the authority under Resolution 16) and provides the Company with additional flexibility in the management of its capital base. Such shares may be resold for cash but all rights attaching to them, including voting rights and any right to receive dividends, are suspended whilst they are held in treasury. If the Board exercises the authority conferred by Resolution 18, the Company will have the option of either holding in treasury or of cancelling any of its own shares purchased pursuant to this authority and will decide at the time of purchase which option to pursue.
As at 6 August 2024, being the latest practicable date before the publication of this notice, the Company held no equity securities in treasury and no warrants or options outstanding.
The 2006 Act requires listed companies to give a minimum notice period of 21 clear days for general meetings (other than an AGM) unless Shareholders have approved the calling of general meetings on 14 clear days' notice and the Company offers the facility for Shareholders to vote by electronic means.
Resolution 20 seeks to renew the approval given by Shareholders at the 2023 AGM to allow the Company to call general meetings (other than an AGM of the Company) on 14 clear days' notice. The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.
The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of Shareholders as a whole.
You will find enclosed a Form of Proxy. Please complete, sign and return the enclosed form as soon as possible in accordance with the instructions printed thereon.
Forms of Proxy should be returned in the enclosed business reply envelope to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY no later than 16 September 2024 at 10:00 (or, in the event of an adjournment, the time which is 48 hours before the adjourned meeting).
Your Directors consider that Resolutions 1 to 20, to be put to the meeting, are in the best interests of the Company and its Shareholders as a whole, and unanimously recommend Shareholders to vote in favour of Resolutions 1 to 20, as they intend to do in respect of their own beneficial holdings.
Yours faithfully,
Mike McTighe Chair IG Group Holdings plc
Mike McTighe, Non-Executive Director and Board Chair Mike has a wealth of leadership, board, and regulatory experience from both public and private companies.
He is the Chair of Openreach Limited and Together Financial Services Limited. He also chairs the boards of Press Acquisitions Limited and May Corporation Limited, the respective parent companies of the Telegraph Media Group and The Spectator (1828) Ltd. He was also appointed as Chair of the Telegraph Media Group Limited in March 2024.
For over 20 years, Mike has held various non-executive director roles in a range of regulated and unregulated industries while also spending eight years on the board of Ofcom and one year on the board of Postcomm. He has also held many Chair positions over the years, including chairing several UK and US public company boards.
Mike spent most of his executive career at Cable & Wireless, Philips, Motorola and GE.
He holds a BSc (Eng) honours degree in Electrical Engineering.
Breon brings strong and impactful leadership experience as a CEO to the Group. Breon has led teams in businesses in Europe, Australia, and the US.
He has been the Chair at Auction Technology Group since 2020.
Breon held the position of CEO at Zepz from 2018 to 2022. Prior to Zepz, Breon was CEO at Paddy Power Betfair, where he led the merger of Betfair and Paddy Power in 2016. His career begun as Vice-President in Equity Derivative Trading at J.P. Morgan and he has also worked at Bankers Trust.
In 2016, he was awarded the UK Sunday Times' "Business Leader of the Year" award.
Breon holds a BA in Mathematics from Trinity College, Dublin, and an MBA from INSEAD.
Jonathan has extensive experience in financial services in the UK, US and Asia from his 25+ year executive career.
He currently chairs Citi's largest global subsidiary CGML, Financial Markets Standard Board Limited and Litigation Capital Management Limited.
Jonathan spent the majority of his career at Bank of America where he became head of Bank of America's International businesses and subsequently European President of Bank of America Merrill Lynch, and the CEO of Merrill Lynch International following the merger of the two companies. He was recently Group Chief Operating Officer at Barclays Plc.
He has also served on key industry associations, including the International Swaps and Derivatives Association as Chair, Association for Financial Markets in Europe as a Director, and Capital Markets Senior Practitioners of the UK Financial Services Authority and the Global Financial Markets Association as a member.
Jonathan has a first class honours in Mathematics from the University of Cambridge and was awarded a CBE in the 2014 Honours List for services to philanthropy.
Rakesh brings extensive technology and global markets experience, specifically in the Asia-Pacific region.
He is a Non-Executive Director for a portfolio of companies in multiple sectors.
Rakesh was previously the CEO of Colt Technology Services, a Fidelity-owned company providing network, voice and data centre services globally. He was the Non-Executive Chair of KVH, an Asian-based technology company and Non-Executive Chair of Market Prizm, a financial services-focused technology company. He was also the Chair of CMC Networks, a Carlyle Group investment company based in Africa.
He has also held senior positions within AT&T, including Head of AT&T Asia-Pacific's managed network services business, President of AT&T Japan Limited and Senior Managing Director of Japan Telecom Company Limited.
Rakesh has a BSc in Electrical Engineering from George Washington University.
Andrew brings extensive skills and experience in auditing, finance, international markets, risk management and the listed company environment.
He is currently Chair of GCP Infrastructure Investments Limited, Chair of the N.M. Rothschild Pension Trust, and a Non-Executive Director and the Audit Committee Chair of Shawbrook Group plc.
Andrew was previously a Senior Independent Director of Charles Stanley Group plc, where he also served as Non-Executive Chair of its principal operating company, Charles Stanley & Co. Limited. He was also a Non-Executive Director and Chair of the Audit and Risk Committees of Jardine Lloyd Thompson Group plc and a Director of N.M. Rothchild & Sons Limited.
He was a Partner at KPMG from 1990 to 1997 and is a Fellow of the Institute of Chartered Accountants in England and Wales. Upon leaving KPMG in 1997, he served as Group Finance Director of the worldwide Rothschild group for 16 years. From 2012, he has served as an Executive Vice Chair in the Rothschild group.
Andrew has a BA (Hons) in Business Studies (Finance).
Marieke is a strategic advisor, helping startups and institutions to innovate and scale.
She is a Senior Advisor for Giga, which is a partnership between the United Nation's Children's Fund (UNICEF) and the International Telecommunication Union (ITU). She is also a Consultant for Sirius International Holding Limited.
She was CEO of NEAR Foundation, where she led the development of a public proof-of-stake blockchain ecosystem. She also served as CEO of Mettle, a digital bank owned by NatWest, and has had senior management roles at Circle, a stablecoin network, and Hotels.com. Marieke started her career as a financial analyst at LVMH before moving into strategy consulting at Boston Consulting Group.
Marieke has an MBA from London Business School and a Master's degree in Computer Science from Télécom Paris.
Wu Gang has a strong strategic and financial advisory background and a wealth of international experience gained from a career of over 25 years in investment banking in Asia and Europe.
He is a Non-Executive Director of Tritax Big Box REIT plc and Ashurst LLP, where he also chairs the Risk Committee.
Wu Gang held senior leadership positions at a number of leading China-based and global financial services firms including establishing and leading the London-based European investment banking group at CITIC CLSA, the international platform of CITIC Securities. Prior to this, he led M&A and General Industrials' client coverage groups at ICBC International. He also held senior level positions at the Royal Bank of Scotland, HSBC and Merrill Lynch in Hong Kong and London. He started his investment banking career at Goldman Sachs.
He was previously a Non-Executive Director of Laird plc.
Wu Gang has an MBA from INSEAD, an MA from SOAS, and a BA from Fudan University.
Sally-Ann has an extensive background in financial services and technology.
She currently serves as Chair of Clear Group and as a Non-Executive Director of Lowell Group, where she chairs the Risk and Sustainability Committees. She is also a Trustee of Beyond Words, a UK charity.
Sally-Ann previously served as Chief Operating Officer of the International Division, and latterly as Group Operations and Technology Director of Willis Group. She has also held several senior executive roles at Lloyds TSB.
She has been a Non-Executive Director of Shawbrook Group plc, Equiniti Group plc and The Co-operative Bank plc, serving as Chair or a member for several committees including Risk, Audit, Nomination and Remuneration.
Sally-Ann holds a BSc in Civil Engineering from Loughborough University and an MBA from CASS Business School.
Susan is a commercial banker, industry consultant and corporate treasury professional with expertise in global financial markets, regulatory matters and strategic project management. She is the Chair of IG US Holdings Inc. which has responsibility for our North America business.
She is a Lead Director of Community Financial Systems, Inc. and an Independent Director of Tanger, Inc. in the US as well as a Non-Executive Director of Falcon Group. She is Audit and Risk Committee Chair at Falcon Group and Audit Committee Chair at Tanger.
Susan previously served as Chair, CEO and President at Deutsche Bank Trust Company Americas, a Non-Executive Director and the Human Resources and Corporate Governance Chair at Royal Bank of Canada US Group, and an Executive Board Member at Deutsche Bank USA and Bank of New York Mellon Trust Company.
She is also a Trustee of the Village of Saltaire.
Susan has an MBA in Finance and International Business from New York University Stern School of Business and a BA in Economics from Hamilton College.
Helen brings extensive marketing and digital experience from a range of industries, together with strong customer focus. She is an experienced non-Executive director with particular experience regarding remuneration matters.
She currently chairs RM plc. She is also a Governor of Wellington College.
Helen was previously the Senior Independent Director of Reach plc, a Non-Executive Director of Skipton Building Society and served on the board of Kin and Carta as Remuneration Committee Chair and Senior Independent Director.
She was also the Chief Marketing Officer UK at Yell Group plc from 2006 to 2012 and, prior to this, Lloyds TSB's Group Marketing Director. She started her career with Mars Inc where she spent 19 years, culminating in her role as European Marketing director leading category strategy development across Europe.
Helen has a BA (Hons) degree in Chemical Engineering from Cambridge University.
Notice is hereby given that the AGM of the Company will be held at the offices of Linklaters LLP, located at One Silk Street, London EC2Y 8HQ, on Wednesday, 18 September 2024 at 10:00.
The business of the AGM will be to consider and, if thought fit, to pass Resolutions 1 to 16 inclusive as ordinary resolutions and Resolutions 17 to 20 inclusive as special resolutions.
such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the 2006 Act and to expire at the end of the next AGM of the Company or 30 November 2025, whichever is earlier but, in each case, so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority given by this resolution has expired.
For the purposes of this Resolution,
For the purposes of this Resolution:
Such authorities to expire at the end of the next AGM of the Company or 30 November 2025 whichever is the earlier, but in each case so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired.
For the purposes of this Resolution, references to an allotment of equity securities shall include a sale of treasury shares.
Aurelia Gibbs Group Company Secretary IG Group Holdings plc 7 August 2024
Cannon Bridge House 25 Dowgate Hill, London EC4R 2YA
In order to be a valid appointment of proxy, the Form of Proxy and the original (or a certified true copy) of any power of attorney or other authority, if any, under which the Form of Proxy is signed must be received by post, by courier or (during normal business hours only) by hand at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, no later than 16 September 2024 at 10:00 (or, in the event of an adjournment, the time which is 48 hours before the adjourned meeting).
Alternatively, members can submit their proxy online at www.investorcentre.co.uk/eproxy by following the instructions provided.
Please note that any electronic communication sent to the Company or to Computershare Investor Services PLC 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 Computershare Investor Services PLC's conditions of use set out on the website, www.investorcentre.co.uk/eproxy and may be read by logging on to that site.
If a member wishes to appoint more than one proxy and so requires additional Forms of Proxy, the member should contact Computershare Investor Services PLC on the Shareholder Helpline +44 (0)371 495 2032 or members may photocopy the Form of Proxy. (Calls to this number cost no more than a national rate from any type of phone or provider.)
If in doubt you should check with your phone line provider as to the exact cost involved for you to call this number. Lines are open 8.30am – 5.30pm, Monday – Friday excluding UK bank holidays.
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 10:00 on 16 September 2024 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.
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's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it relates to the appointment of a proxy or to 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 number 3RA50) by the latest time(s) for receipt of proxy appointments specified in the Notice of Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp 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 a proxy appointed through CREST should be communicated to them by other means. 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.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear 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 therefore the responsibility of the CREST member concerned (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s)), to procure that their CREST sponsor or voting service provider(s) to take such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
Nominated Persons should also remember that their main point of contact in terms of their investment in the Company remains the member who nominated the Nominated Person to enjoy information rights (or, perhaps the custodian or broker who administers the investment on their behalf). Nominated Persons should continue to contact that member, custodian or broker (and not the Company) regarding any changes or queries relating to the Nominated Person's personal details and interest in the Company (including any administrative matter). The only exception to this is where the Company expressly requests a response from a Nominated Person.
ii. any circumstance connected with an Auditor of the Company appointed for the year ended 31 May 2024 ceasing to hold office since the previous meeting at which Annual Report and Accounts were laid in accordance with Section 437 of the 2006 Act.
The Company may not require the members requesting any such website publication to pay its expenses in complying with Sections 527 or 528 (requirements as to website availability) of the 2006 Act. Where the Company is required to place a statement on a website under Section 527 of the 2006 Act, 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 for the year ended 31 May 2024 includes any statement that the Company has been required under Section 527 of the 2006 Act to publish on a website.
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