Pre-Annual General Meeting Information • Jan 27, 2025
Pre-Annual General Meeting Information
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If you are in any doubt about its contents you should consult an independent financial adviser. If you have sold or transferred all of your Chemring Group PLC ordinary shares you should send this document and all accompanying documents to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
I am pleased to inform you that the Company's 2024 annual report and accounts has now been published.
If you have requested a copy of the 2024 annual report and accounts, it is enclosed with this letter, together with the Notice of Annual General Meeting and any other associated documents. If you requested to receive the annual report and accounts electronically or did not return the election card previously sent to you, please accept this letter as notification that the 2024 annual report and accounts and associated documents have been published on our website (www.chemring.com), and can be accessed by clicking on the investors section on the home page. If you have only recently become a shareholder in Chemring Group PLC, we will write to you shortly regarding your options for shareholder communications.
This year's Annual General Meeting will be held on Wednesday 26 February 2025 at 11.00am at No.11 Cavendish Square, London W1G 0AN. The formal Notice of the Meeting, together with the explanatory notes concerning each of the resolutions, is enclosed with this letter if you have elected for a hard copy or is available on the Company's website (www.chemring.com).
Voting at the 2025 Annual General Meeting will be conducted by way of a poll. This reflects best corporate governance practice and allows those shareholders who are not able to attend the Annual General Meeting but who vote by proxy to have their votes recognised. Any directors appointed as proxies will cast their votes as directed by shareholders. The poll results will be published on the Company's website (www.chemring.com) and announced via a regulatory information service as soon as practicable following the conclusion of the meeting.
I would like to draw your attention in particular to the following resolutions:
This resolution seeks approval for an updated directors' remuneration policy, further details of which are set out in the notes accompanying the resolutions.
Resolutions 5 to 12 relate to the election and re-election of directors. In accordance with the Company's articles of association, all directors are submitting themselves for election or re-election at the Annual General Meeting, with the exception of Andrew Davies, who will retire from the Board on 31 January 2025, having nearly reached the end of his nine-year term as a non-executive director.
Biographical details for the directors can be found in the notes accompanying the resolutions.
As Chairman, I confirm on behalf of the Board that each of the directors continues to demonstrate commitment to their role and to make an effective and valuable contribution to the Board. Accordingly, I have no hesitation in recommending their re-election to shareholders.
My fellow Board members have concluded that I also continue to demonstrate commitment to my role and to make an effective and valuable contribution to the Board and are therefore recommending my election to shareholders.
This resolution seeks approval for a new long-term incentive plan to replace our current performance share plan, which will reach the end of its ten-year term in March 2026. Further details are set out in the notes and appendix accompanying the resolutions.
The Board considers that all the resolutions being proposed are in the best interests of the shareholders as a whole and will promote the success of the Company, and accordingly recommends that you vote in favour of each of the resolutions, as the directors intend to do in respect of their own beneficial holdings amounting to 1,006,153 shares, representing 0.37 per cent of the issued ordinary share capital of the Company as at 8 January 2025.
If you are able to attend the meeting, we will be pleased to see you. If, however, you are not able to attend the meeting in person, your vote is still important and I would urge you, regardless of the number of shares you own, to appoint a proxy. You may complete a proxy form electronically by accessing our registrars' website at www.investorcentre.co.uk/eproxy. Alternatively, you can complete your paper proxy form and return it to our registrars, Computershare Investor Services PLC. Further details are set out in the proxy form. Please note that all proxy forms, whether completed electronically or on paper, must arrive at the registrars not later than forty-eight hours before the time appointed for holding the Annual General Meeting. However, the completion and return of a proxy form will not prevent you from attending the Annual General Meeting and voting in person, should you wish to do so.
Yours sincerely
Tony Wood Chairman 8 January 2025
Registered office: Roke Manor, Old Salisbury Lane Romsey, Hampshire, SO51 0ZN United Kingdom
+44 (0)1794 463401 www.chemring.com
CHEMRING GROUP Chemring Group PLC Registered in England No: 86662
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