AGM Information • Mar 27, 2012
AGM Information
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If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised pursuant to the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all your shares in Trinity Mirror plc please forward this document, together with the accompanying documents, to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Notice of the 2012 Annual General Meeting and a letter from your Chairman including an explanation of the special business to be conducted at that Meeting which is to be held on Thursday, 10 May 2012 at 11.30 am at the Hilton London Canary Wharf, South Quay, Marsh Wall, London E14 9SH.
Whether or not you propose to attend the Annual General Meeting, please complete and submit the enclosed Form of Proxy in accordance with the instructions printed on it. The Form of Proxy must be received by no later than 11.30 am on Tuesday, 8 May 2012. Completion and return of the Form of Proxy will not prevent you from attending and voting at the Annual General Meeting in person, should you wish. Alternatively you can register your proxy vote electronically no later than 11.30 am on Tuesday, 8 May 2012, either by means of a website provided by Equiniti, www.sharevote.co.uk, or by using the service provided by Euroclear. Further details are given in the notes to this document.
Trinity Mirror plc Registered office (Incorporated and registered One Canada Square in England and Wales No. 82548) Canary Wharf
London E14 5AP
27 March 2012
Dear Shareholder
The 107th Annual General Meeting of the Company is to be held at 11.30 am on Thursday, 10 May 2012 at the Hilton London Canary Wharf, South Quay, Marsh Wall, London E14 9SH. You will see from the notice of the Meeting, on page 10 of this document, that in addition to the ordinary business to be dealt with at the Meeting there are items of special business contained in Resolutions 14 –19.
An explanation of the proposed Resolutions is set out below.
The Directors present to Shareholders at the Meeting the annual report and accounts for the previous financial year, on this occasion for the 52 weeks ended 1 January 2012, and the Directors' and Auditors' reports on the annual report and accounts.
Resolution 2 presents to Shareholders at the Meeting the Directors' Remuneration Report which includes the Company's remuneration policy. The Remuneration Report contains a detailed explanation of the role of the Remuneration Committee and the policy it adopts for determining the remuneration for executive Directors and senior managers. The vote by Shareholders is advisory and does not affect the actual remuneration paid to any individual Director. The Directors' Remuneration Report is set out in the annual report and accounts for the 52 weeks ended 1 January 2012.
The Company's Articles of Association require any Director newly appointed by the Board to retire at the first Annual General Meeting following their appointment. You are therefore, asked to elect as Directors, Mr David Grigson (Chairman Designate) and Mr Donal Smith who have been appointed by the Board since last year's Annual General Meeting.
David Grigson (57) joined the Board as a non-executive director on 1 January 2012 and will succeed Sir Ian Gibson as Chairman on 3 August 2012. David is a Chartered Accountant and is a non-executive director of Standard Life plc, Senior Independent Director and non-executive director at Ocado Group plc, non-executive Chairman at Creston plc, Chairman of Anobii Limited and Director/Trustee of the Dolma Development Fund. Previously, David served as Chief Financial Officer of EMAP plc, Chief Financial Officer of Reuters Group plc and was a non-executive director of Carphone Warehouse Group PLC.
Donal Smith (50) joined the Board as a non-executive director on 1 March 2012. He is the Chief Executive Officer of Data Explorers and the Chairman of Selerity Inc. Previously while at Thompson Reuters plc, he was the Chief Executive Officer of Thomson Financial Europe and Asia. Prior to that, he was the Chief Executive Officer of the Financial Times Electronic Publishing Division and FT.com.
The Company's Articles of Association also require all Directors to retire and submit themselves for re-election if it is the third annual general meeting following the annual general meeting at which they were elected or last re-elected. However, the Directors have decided to adopt the new UK Corporate Governance Code, Section B.7.1 which recommends that all Directors seek annual election by Shareholders. Laura Wade-Gery, having served two terms as a non-executive director has indicated that she does not wish to stand for re-election.
Accordingly, Sly Bailey, Sir Ian Gibson, Gary Hoffman, Jane Lighting, Kathleen O'Donovan, Vijay Vaghela and Paul Vickers will offer themselves for re-election.
Biographical details of each of the Directors seeking re-election can be found on page 12 of the 2011 Annual Report and Accounts for the 52 weeks ended 1 January 2012 and are included on the Company's website, www.trinitymirror.com.
The Nominations Committee has reviewed the performance and independence of the Chairman and each non-executive director and is satisfied that they all continue to be effective, committed and independent, and should be elected and re-elected.
Deloitte LLP's period of office as auditors of the Company expires at the conclusion of the Meeting. Resolution 12 proposes Deloitte LLP's re-appointment as auditors. It is normal practice for the Directors to be authorised to fix the auditors' remuneration and accordingly Resolution 13 authorises the Directors to fix the auditors' remuneration.
At the annual general meeting of the Company held on 12 May 2011, members gave authority to the Directors, which will expire immediately following the Meeting, to allot Ordinary Shares up to a maximum nominal amount of £8,503,787 representing approximately one third of the Company's then issued ordinary share capital.
Paragraph (i) of Resolution 14 seeks to renew this authority for a further period expiring at the close of the 2013 annual general meeting or, if earlier, 30 June 2013. This authority will relate to a total of 85,037,870 Ordinary Shares, representing approximately one third of the issued ordinary share capital of the Company as at 27 March 2012. This is within the maximum limit permitted by the Institutional Investor Committee guidelines.
In addition, in accordance with the guidance issued by the Association of British Insurers, on the expectations of institutional investors in relation to the authority of Directors to allot shares, upon the passing of Resolution 14, the Directors will have authority (pursuant to paragraph (ii) of the Resolution) to allot Ordinary Shares in connection with a rights issue in favour of Shareholders up to an aggregate nominal value amount of £17,007,574, as reduced by the nominal amount of any shares issued under Paragraph (i) of Resolution 14. This amount (before any reduction) represents approximately two thirds of the Company's current issued ordinary share capital as at 27 March 2012, being the last practicable date prior to publication of this Notice.
The authorities sought under paragraphs (i) and (ii) of Resolution 14 will expire at the earlier of 30 June 2013 or the conclusion of the annual general meeting in 2013.
As a result, if Resolution 14 is passed, the Directors could allot shares representing up to two thirds of the current issued share capital pursuant to a rights issue. However, if the Directors do conduct a rights issue utilising these authorities and the number of shares issued exceeds one third of the issued share capital and the monetary proceeds from the rights issue exceed one third of the Company's pre-issue market capitalisation, then, in accordance with the ABI's guidance, the Directors wishing to remain in office will all offer themselves for re-election at the annual general meeting following the decision to make the rights issue.
The Directors have no present intention to exercise either of the authorities sought under this Resolution, except, under paragraph (i) to fulfil the Company's obligations under its executive and employee share plans. The Company does not hold any shares in treasury. The Directors will continue to seek to renew these authorities at each annual general meeting, in accordance with best practice.
If the Directors wish to exercise the authority under Resolution 14 and offer shares (or sell any shares which the Company may purchase and elect to hold as treasury shares) for cash, the Act requires that unless Shareholders have given specific authority for the waiver of the statutory pre-emption rights, the new shares be offered first to existing Shareholders in proportion to their existing shareholdings. Resolution 15 would give the Board the authority to allot Ordinary Shares for cash without first offering them to existing Shareholders in proportion to their existing shareholdings. The Directors believe that it is in the best interests of the Company that, as in previous years, the Board should have limited authority to allot some part of the Company's unissued equity share capital for cash without first having to offer such shares to existing Shareholders to empower them to make allotments of equity securities to take advantage of business opportunities as they arise.
The Directors' current authority expires at the close of the forthcoming Annual General Meeting and, accordingly, the special resolution set out in Resolution 15 seeks to renew this authority on similar terms for a further period, expiring at the close of the annual general meeting in 2013 or, if earlier, 30 June 2013. The authority if granted will relate to allotments in respect of rights issues and similar offerings (where difficulties arise in offering shares to certain overseas shareholders and in relation to fractional entitlements) and generally to allotments (other than existing Shareholders) of equity securities having an aggregate nominal value not exceeding £1,288,452 being approximately 5% of the issued ordinary share capital of the Company as at 27 March 2012. This figure is within the Institutional Investor Committee guidelines. This Resolution also applies to the sale and re-issue of ordinary shares held as treasury shares by the Company.
The Directors have no present intention to allot shares, except to fulfil the Company's obligations under its executive and employee share plans. In addition and in line with best practice, the Company has not issued more than 7.5% of its issued share capital on a non-pre-emptive basis over the last three years. The Directors do not intend to issue more than 7.5% of the issued ordinary share capital of the Company for cash on a non-pre-emptive basis in any rolling three year period without prior consultation with Shareholders.
As at 27 March 2012 being the latest practicable date before publication of this Notice, the Company held no equity securities in treasury.
This Resolution is to authorise the Company to buy back up to 25,769,052 Ordinary Shares. The authority will expire at the conclusion of the annual general meeting in 2013 or, if earlier, on 12 August 2013. The Board intends to seek renewal of this power at subsequent annual general meetings in accordance with current best practice.
The Resolution specifies the maximum number of ordinary shares which may be purchased (representing 10% of the Company's issued ordinary share capital as at 27 March 2012) and the maximum and minimum prices at which they may be bought, exclusive of expenses, reflecting the requirements under the Act and the Listing Rules. Any purchase would be made on the London Stock Exchange.
The Board has no present intention of exercising this power and the granting of this authority should not be taken to imply that any ordinary shares will be purchased. No purchase of ordinary shares will be made unless it is expected that the effect will be to increase earnings per share and the Board considers it to be in the best interests of Shareholders as a whole. The Directors would only authorise such purchases after careful consideration, taking account of other investment opportunities, appropriate gearing levels, the effect on earnings per share and the overall financial position of the Trinity Mirror Group.
Under the Act, the Company is allowed to hold its own shares in treasury following a buy-back, instead of having to cancel them. This gives the Company the ability to re-issue treasury shares quickly and cost-effectively (including pursuant to the authority under Resolution 15 above) 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 16, 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.
The total number of options to subscribe for shares outstanding at 27 March 2012 was 645,142. This represents 0.25% of the issued share capital at that date. If the Company was to buy back the maximum number of Ordinary Shares permitted pursuant to this Resolution, then the total number of options to subscribe for Ordinary Shares outstanding at 27 March 2012 would represent 0.28% of the reduced issued share capital.
Part 14 of the Act, amongst other things, prohibits the Company and its subsidiaries from making political donations or from incurring political expenditure in respect of a political party or other political organisation or an independent election candidate unless authorised by the Shareholders. Aggregate donations made by the Group of £5,000 or less in any 12 month period will not be caught. Neither the Company nor any of its subsidiaries has any intention of making any direct political donation. However, the Act defines 'political party', 'political organisation', 'political donation' and 'political expenditure' widely. For example, bodies, such as those concerned with policy review and law reform or with the representation of the business community or sections of it, which the Company and/or its subsidiaries may see benefit in supporting may be included in these definitions.
Accordingly, the Company wishes to ensure that neither it nor its subsidiaries inadvertently commits any breaches of the Act through the undertaking of routine activities, which would not normally be considered to result in the making of political donations and political expenditure being incurred.
In addition, the Directors believe that it is in the commercial best interests of certain of our titles to on occasion be associated to a limited extent with a political party. In the past, the Daily Mirror has sponsored, on commercial terms, the Labour Party Gala Dinner and the Daily Record has sponsored the Scottish Labour Party Gala Dinner. Despite being on commercial terms, this sponsorship may well be determined as a political expenditure. The Directors confirm however, that there is no intention to make any direct donation to political parties.
As permitted under the Act, Resolution 17 extends not only to the Company but also covers all companies which are subsidiaries of the Company at any time the authority is in place. The Resolution authorises the Company and its subsidiaries to:
provided that the aggregate amount of any such donations and expenditure shall not exceed £75,000 in the period up to the Company's annual general meeting in 2013 or, if earlier, 10 May 2013.
As required by the Act, the Resolution is in general terms and does not purport to authorise particular donations.
Resolution 18 is a resolution to allow the Company to hold general meetings (other than annual general meetings) on 14 clear days' notice. Before the coming into force of the Shareholder Rights Regulations on 3 August 2009, the Company was able to call general meetings, other than an annual general meeting, on 14 clear days' notice without obtaining Shareholder approval. Changes made to the Act by the Shareholders' Rights Regulations increased the notice period required for general meetings of the Company to 21 days unless Shareholders approve a shorter notice period which cannot, however, be less than 14 clear days. Annual general meetings will continue to be held on at least 21 clear days' notice.
In order to preserve the Company's ability to call general meetings (other than annual general meetings) on 14 clear days' notice, Resolution 18 seeks such approval. The flexibility offered by this Resolution will be used where, taking into account the circumstances, the Directors consider this appropriate in relation to the business to be considered at the meeting. The approval of the shorter notice period sought by Resolution 18 will be effective until the Company's next annual general meeting, when it is intended that a similar Resolution will be proposed.
Shareholders should note that changes to the Act mean that, in order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available for all shareholders at that meeting. The Company provides this facility (see note 6 to the Notice on page 12 of this document for the Company's arrangements for electronic proxy appointments).
Resolution 19 relates to the proposed introduction of a new long-term employee share plan by the Company, the Trinity Mirror Long-Term Incentive Plan 2012 ('LTIP'). The introduction of the LTIP is part of an overall rebalancing of the Company's remuneration policy from short-term remuneration to long-term incentives. We said in the Director's Remuneration Report that we would update Shareholders in this Notice once details of the new remuneration policy had been finalised. We have now finalised details of the proposed changes to the cash and deferred share bonus arrangements for 2012 and these are also summarised below. The proposed changes to the deferred share bonus arrangements are not subject to Shareholder approval in the same way as the LTIP. However, they are designed to work in conjunction with the new LTIP to rebalance the Company's remuneration policy from the short to the long term and so the proposed changes will only be made if the LTIP is approved by Shareholders.
As part of the Remuneration Committee's comprehensive review of the Company's remuneration policy, it was decided that short-term cash remuneration should be reduced with a significant rebalancing of incentive opportunities from short-term and deferred remuneration to the LTIP to help reinforce achievement of the Company's long-term goals and strengthen alignment with Shareholder interests.
Overall, the bonus element of remuneration is being reduced. For the CEO, the maximum cash bonus opportunity will be reduced from 110% of salary to 55% of salary for the FY2012 performance year. Deferred share awards (currently up to 66% of salary) will be capped at 55% of salary. In effect, the maximum total annual bonus opportunity which means cash plus deferred shares, will fall from 176% to 110% of salary. In the spirit of this change, the CEO voluntarily invested 50% of her net cash bonus earned for 2011 into Ordinary Shares. The CEO's maximum LTIP grant size will be increased from 80% to 144% of base salary. A similar rebalancing is proposed for the Group Finance Director and the Group Legal Director. LTIP grant sizes for all executive Directors have been calibrated to offer broadly the same opportunity after three years as the annual reduction in annual bonus opportunity. The proposed changes for all executive Directors are summarised in the table below:
| Participant | Maximum annual cash bonus opportunity (% salary) |
Maximum deferred share bonus opportunity (% salary) |
3 year LTIP opportunity (% salary) |
|||
|---|---|---|---|---|---|---|
| Current | Proposed | Current | Proposed | Current | Proposed | |
| CEO | 110% | 55% (down 55%) |
66% | 55% (down 11%) |
80% | 144% (up 64%) |
| Group Finance Director | 100% | 50% (down 50%) |
60% | 50% (down 10%) |
60% | 120% (up 60%) |
| Group Legal Director | 75% | 37.5% (down 37.5%) |
45% | 37.5% (down 7.5%) |
60% | 110% (up 50%) |
In the past, executives received awards in the form of nil-cost options under the Deferred Share Award Plan ('DSAP') approved by Shareholders on 4 May 2006. These awards can normally only be exercised after a period of three years.
If the LTIP is approved by Shareholders, the DSAP will be renamed as the Trinity Mirror Restricted Share Plan ('RSP'). Awards of restricted shares would be in relation to bonus paid in 2013 on the following terms:
The Remuneration Committee has reviewed the Company's long-term incentive programme. It has received independent advice from Kepler Associates and consulted a number of Shareholders. In formulating its proposal for a new LTIP for the Company, the Remuneration Committee has taken account of the views of those Shareholders, current best practice and how best to retain and motivate key employees to deliver long-term performance.
The design of the LTIP, which will replace the existing 2004 Long-Term Incentive Plan is intended to:
The main terms of the LTIP and the initial performance conditions are summarised in the Appendix. If the LTIP is approved and adopted by Shareholders, it is proposed that the first awards will be made in May 2012 following the Annual General Meeting. In subsequent years awards will normally be made following the preliminary announcement of the Company's final results each year.
Shareholders are permitted to appoint multiple proxies. A Form of Proxy which may be used to make such appointment and give proxy instructions accompanies this document. Details of how to do this are set out in note 2 on your proxy card.
We propose to put all Resolutions at the Meeting to Shareholders by way of a poll. The Board considers that a poll is more democratic since it allows the votes of all Shareholders to be counted. I will call for the poll at the start of the formal business of the Meeting.
A Form of Proxy for use at the Annual General Meeting is enclosed with this document. Whether or not you propose to attend the Annual General Meeting in person, it is important that you complete and sign the enclosed Form of Proxy in accordance with the instructions printed thereon and return it to the Registrars at Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA as soon as possible and in any event not less than 48 hours before the time fixed for the annual general meeting.
If you do not have a Form of Proxy and believe that you should have one, or if you require additional forms, please contact Equiniti on 0871 384 2235 or +44 121 415 7047 from overseas (please note calls to this number are charged at 8p per minute from a BT landline, other telephony providers' costs may vary). Lines are open from 8.30 am to 5.30 pm Monday to Friday. You may prefer to submit your proxy electronically. If so, please access the website www.sharevote.co.uk which is operated by Equiniti, where full details of the procedure are given. The deadline for receipt of electronic proxies is not later than 11.30 am on 8 May 2012. Shareholders who hold their shares through CREST and who wish to appoint a proxy or proxies for the Meeting by using the CREST electronic proxy appointment service may do so by using the CREST proxy voting service in accordance with the procedures set out in the CREST Manual.
CREST personal members or other CREST sponsored members and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider(s). The completion and return of a Form of Proxy will not preclude you from attending the Meeting and voting in person if you so wish and are so entitled. Further details of submitting proxy documentation can be found in the notes on your proxy card.
The results of the Annual General Meeting will be announced through a Regulatory Information Service and our website, www.trinitymirror.com, as soon as possible once known.
Your Directors believe the Resolutions referred to in this letter which are to be proposed at the Meeting will promote the success of the Company and are in the best interests of the Company and its Shareholders as a whole. Your Directors unanimously recommend Shareholders to vote in favour of the Resolutions as each of your Directors intends to do in respect of his/her own beneficial holding which amount to 513,078 Ordinary Shares representing approximately 0.199% of the existing issued ordinary share capital of the Company as at 27 March 2012, being the last practicable day prior to publication of this document.
Yours sincerely,
Chairman
The LTIP will enable selected executive Directors and employees of the Trinity Mirror Group to be granted awards over Ordinary Shares ('Awards'). The operation of the LTIP will be the responsibility of the Remuneration Committee. The LTIP will be operated with the Company's existing employees' benefit trust, and, if approved and adopted, will replace the Company's existing long-term incentive plan adopted in 2004. The LTIP may be operated over new issue, market purchased or treasury shares. The Remuneration Committee will review the operation of the LTIP after no more than five years. No Awards may be granted more than 10 years after the approval of the LTIP by Shareholders.
All employees of the Trinity Mirror Group (including executive Directors) will be eligible to participate in the LTIP at the discretion of the Remuneration Committee. Eligible employees will not be entitled as of right to participate in the LTIP.
An Award will normally take the form of a nil-cost option to acquire Ordinary Shares on payment of a nominal exercise price of £1 or nominal consideration. Awards may also be granted in the form of a conditional right to receive shares, as restricted shares or other form of share award with the same economic effect for participants. The form of Award to be granted will be determined by the Remuneration Committee.
Awards may be granted within three months of the date of approval of the LTIP by Shareholders, within 42 days following: any announcement by the Company of its results for any financial period; the expiry or removal of any restrictions imposed on the Company which have previously prevented grant of an Award; or at any other time considered by the Remuneration Committee to be exceptional. No consideration will be payable for the grant of an Award.
No Award may be granted if it would cause the aggregate number of Ordinary Shares issued and issuable pursuant to awards granted under the LTIP or:
If Awards are to be satisfied by the transfer of existing Ordinary Shares the percentage limits set out above will not apply. The percentage limits will apply to Awards to be satisfied by the transfer of treasury shares if required by the guidelines of the Association of British Insurers.
The maximum value of Ordinary Shares over which an Award can be made in each financial year is 200% of the relevant employee's base salary in that financial year (excluding benefits in kind). The Company's intention is that the 200% limit will only be used in exceptional circumstances or to facilitate the recruitment or retention of a particular employee. Initially, the Remuneration Committee does not intend to grant Awards to the CEO in excess of 144% of base salary, to the Group Finance Director in excess of 120% of base salary and to the Group Legal Director in excess of 110% of base salary with other managers receiving Awards with a lower value.
The market value of the Ordinary Shares over which an Award is made will be an amount equal to the average of the closing middle-market quotations of Ordinary Shares on the London Stock Exchange on the three dealing days immediately before the date of grant of an Award as obtained from the London Stock Exchange Daily Official List.
The exercise of all Awards granted under the LTIP will be conditional on satisfaction of a performance condition or conditions set by the Remuneration Committee before the grant of each Award.
Awards granted in 2012, will be conditional on the achievement of a performance condition based on growth in the Company's absolute total shareholder return ('TSR'). Absolute TSR means the Company's share price including reinvested dividends.
The Remuneration Committee believes that an absolute TSR performance measure will provide an objective and straightforward measure of the Company's performance and of the comparative value to Shareholders of their investment in the Company.
Awards made in 2012, will become exercisable as follows:
If the Company's share price is between 75p and 200p, the number of shares over which an Award becomes exercisable will be determined by straight-line interpolation between these two points.
Whether a target share price has been achieved will be determined by reference to the Company's volume-weighted average share price over the final quarter of the performance period. Share price includes dividends reinvested over the performace period.
To underpin this condition, the growth in the Company's 3 year TSR must exceed that of the FTSE All-Share Index over the performance period before any Awards will become exercisable based on the growth in the Company's absolute TSR.
In addition, to the conditions described above, before concluding that the performance conditions have been met, the Remuneration Committee must also be satisfied that the Company's share price performance is a genuine reflection of the underlying business performance of the Company over the period.
The performance period for Awards will be a single three year period, beginning on the first day of the financial year in which the Award is granted and ending three years later. Awards will lapse at the end of the performance period if the performance conditions have not been satisfied.
For future awards the Remuneration Committee may set different performance conditions from those described above as long as the new conditions are in the opinion of the Remuneration Committee no less challenging in the circumstances than the initial performance conditions. The Remuneration Committee may vary the performance conditions for existing Awards to take account of technical changes, e.g., changes in accounting standards or the impact of corporate events, including acquisitions by the Company, as long as the amended performance condition is in the opinion of the Remuneration Committee no less challenging.
An Award will normally become exercisable on the third anniversary of its date of grant if and to the extent that the applicable performance condition (see paragraph 7 above) has been satisfied at the end of the performance period and if the participant is still employed by the Trinity Mirror Group. Awards will lapse on the tenth anniversary of the date of grant.
If a participant ceases to be employed by the Trinity Mirror Group his or her Award lapses immediately on the date of cessation of employment (the 'cessation date') unless a participant leaves as a good leaver in which case the Award may be exercisable (see below). A 'good leaver' means a participant who ceases employment by reason of death, injury, disability, ill health, redundancy, retirement, the sale or transfer of his employing company or undertaking or part undertaking out of the Trinity Mirror Group or for any other reason at the discretion of the Remuneration Committee but this does not include summary dismissal or leaving the Trinity Mirror Group to join a competitor. In these circumstances, an Award lapses and there is no discretion to permit exercise.
If a participant ceases employment as a good leaver, the Remuneration Committee in its discretion may determine that the Award remains exercisable for a period of six months (12 months on death) beginning on the normal vesting date. In exceptional circumstances the Remuneration Committee may determine that the Award is exercisable from the cessation date. In each case Awards will only be exercisable to the extent that the performance conditions have been satisfied on the relevant date as determined by the Remuneration Committee taking into account the performance of the Company up to that date. An Award which becomes exercisable before the normal vesting date will be pro-rated for time, unless the Remuneration Committee determines otherwise. The Remuneration Committee may also determine that an Award, which is exercisable by a good leaver on or from the normal vesting date, will be pro-rated for time if the cessation date falls before the normal vesting date.
In the event of a takeover, scheme of arrangement or winding up of the Company (a 'Corporate Event'), all subsisting Awards will become exercisable for a limited period to the extent permitted by the performance conditions taking account of the performance of the Company up to the relevant Corporate Event. In addition, on a Corporate Event the number of Ordinary Shares over which an Award may be exercised will be pro-rated for time[, unless the Remuneration Committee determines otherwise]. If the Company is affected by a demerger which will adversely affect the current or future value of Awards, the Remuneration Committee may allow Awards to be exercised conditionally on or before such event to the extent permitted on application of the performance conditions and pro-rated for time.
When Awards become exercisable, additional Ordinary Shares which represent reinvested dividends on Ordinary Shares under Award since the date of grant (Dividend Shares) may also be released. The number of Dividend Shares will be based on the number of Ordinary Shares over which an Award becomes exercisable. Any release of Dividend Shares will only take place when an Award is exercised.
Awards will not confer any shareholder rights, for example, the right to vote or receive any dividends until an Award has been exercised and Ordinary Shares have been transferred to a participant.
Ordinary Shares allotted and issued to satisfy the exercise of an Award will rank pari passu with existing Ordinary Shares except for any rights attached to those Ordinary Shares by reference to a record date before the date of allotment. The Company will use its reasonable endeavours to obtain admission to the Official List of the London Stock Exchange for any Ordinary Shares so allotted.
In the event of any variation of share capital including a capitalisation issue, rights issue, subdivision, consolidation or reduction (or other variation in the share capital of the Company) or a demerger, payment of a capital dividend (or other similar event involving the Company), which in the opinion of the Remuneration Committee would affect the Ordinary Share price to a material extent; the Remuneration Committee may make such adjustments as it considers appropriate to adjust the number of Ordinary Shares under an Award and/or to the price payable to acquire the Ordinary Shares under the Award.
The rules of the LTIP relating to eligibility, limits on the number of Ordinary Shares available under the LTIP, the basis for determining an eligible employee's participation, the adjustment of awards the event of a variation of capital and the amendment of the LTIP may not be amended to the advantage of existing or future participants without the prior approval of the Company in general meeting. There is an exception for amendments which:
No amendment may be made to alter to the material disadvantage of any participant any rights already acquired by him without the consent of participants holding awards over at least 75% of the Shares under award under the LTIP. Other than as set out above, the rules of the LTIP may be amended at any time in any respect.
Awards granted under the LTIP will be personal to each participant and may not be transferred. No benefits received by any participant under the LTIP will be pensionable.
The LTIP may be terminated at any time by resolution of the Board or of the Company in general meeting and will in any event terminate on the tenth anniversary of the date on which the LTIP is approved and adopted by the Company in general meeting. Termination would not affect existing rights of participants.
Notice is hereby given that the 107th Annual General Meeting of Trinity Mirror plc will be held at the Hilton London Canary Wharf, South Quay, Marsh Wall, London E14 9SH on 10 May 2012 at 11.30 am to consider and, if thought fit, (and subject in the case of Resolution 15 to the passing of Resolution 14) pass the following resolutions which will be proposed as ordinary resolutions (in the case of Resolutions 1–14, 17 and 19) and as special resolutions (in the case of Resolutions 15, 16 and 18).
Notice of Annual General Meeting
and so that 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 the requirements of any regulatory body or stock exchange or any other matter (including such problems arising by virtue of equity securities being represented by depositary receipts),
provided that the authorities conferred by sub-paragraphs (i) and (ii) above shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 30 June 2013 save that under each authority the Company may before such expiry make an offer or agreement 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 such expiry and the Directors may allot shares or grant rights to subscribe for, or to convert any security into, shares (as the case may be) in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.
and so that 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 the requirements of any regulatory body or stock exchange or any other matter (including such problems arising by virtue of equity securities being represented by depositary receipts); and
(ii) in the case of the authority granted under paragraph (i) of Resolution 14 and/or in the case of any sale or transfer of treasury shares which is treated as an allotment of equity securities under section 560(3) of the 2006 Act shall be limited to the allotment (otherwise than under paragraph (i) of this Resolution 15) of equity securities up to an aggregate nominal value of £1,288,452; and
shall unless renewed, varied or revoked by the Company in general meeting expire at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 30 June 2013, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.
during the period beginning with the date of the passing of this Resolution and ending at the conclusion of the next annual general meeting of the Company after the passing of this Resolution or, if earlier, 10 May 2013, provided that the aggregate amount of any such donations and expenditure within such period shall not exceed £75,000.
For the purpose of this Resolution the terms 'political donations', 'independent election candidates', 'political organisations' and 'political expenditure' have the meanings set out in sections 363 to 365 of the Companies Act 2006.
By Order of the Board Registered Office:
Secretary Canary Wharf 27 March 2012
P A Vickers One Canada Square London E14 5AP
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST).
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 RA19) 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 proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting services providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages.
Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) 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, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. (www.euroclear.com/CREST). 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, (as amended).
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.
The Company may not require the Shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the 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 Meeting includes any statement that the Company has been required under section 527 of the Act to publish on a website.
The following definitions apply throughout this document unless the context otherwise requires:
| 'Act' | means the Companies Act 2006 (as amended from time to time) |
|---|---|
| 'Meeting' or 'Annual General Meeting' | means the Annual General Meeting of the Company to be held on 10 May 2012, notice of which is set out on page 10 of this document, or any adjournment of that meeting |
| 'Directors' or 'Board' | means the Directors of the Company |
| 'Group' or 'Trinity Mirror Group' | means the Company and its subsidiary undertakings |
| 'Ordinary Share' or 'Ordinary Shares' | means an ordinary share of 10p each in the capital of the Company |
| 'Shareholders' | means holders of ordinary shares |
| 'Trinity Mirror' or 'Company' | means Trinity Mirror plc |
Registered Office: One Canada Square, Canary Wharf, London E14 5AP
T: 020 7293 3000 F: 020 7293 3405
www.trinitymirror.com
Company number: 82548
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