AGM Information • Dec 20, 2012
AGM Information
Open in ViewerOpens in native device viewer
Notice of the one hundredth Annual General Meeting of the Company, to be held at the registered office of Grainger plc, Citygate, St. James' Boulevard, Newcastle upon Tyne NE1 4JE on 6 February 2013 at 12.30 p.m., is set out in this document.
Registered in England and Wales with registered number 125575
If you have sold or transferred all your ordinary shares in Grainger plc, please forward this document, together with the accompanying documents, as soon as possible 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.
Grainger plc
| 2 | S | page 2 | page 3 | page 6 | page 9 |
|---|---|---|---|---|---|
| Definitions | Letter from the | Notice of Annual | General notes | ||
| and directors | Chairman | General Meeting |
The following definitions apply throughout this document, unless the context requires otherwise:
| 'Act' | the Companies Act 2006 as amended; |
|---|---|
| 'Annual General Meeting' | the Annual General Meeting of the Company to be held on 6 February 2013 at 12.30 p.m. at the registered office of the Company; |
| 'board' or 'directors' | the board of directors of the Company; |
| 'Company' | Grainger plc; |
| 'FSMA' | the Financial Services and Markets Act 2000; |
| 'London Stock Exchange' | London Stock Exchange plc; |
| 'Official List' | the list maintained by the UKLA pursuant to Part VI of FSMA; |
| 'UK Corporate Governance Code' |
the UK Corporate Governance Code (June 2010 edition) published by the Financial Reporting Council; |
| 'UKLA or UK Listing Authority' |
the Financial Services Authority, acting in its capacity as the competent authority for the purposes of Part VI of FSMA. |
| Robin Broadhurst Chairman* |
|---|
| Andrew Cunningham Chief Executive |
| Peter Couch |
| Mark Greenwood |
| ick Jopling |
| John Barnsley* |
| Henry Pitman* |
| Baroness Margaret Ford* |
| Belinda Richards* |
| Tony Wray* |
| Simon Davies* |
| * Non-executive |
Citygate St James' Boulevard Newcastle upon Tyne NE1 4JE
18 December 2012
The next Annual General Meeting of the Company is to be held at the registered office of Grainger plc, Citygate, St. James' Boulevard, Newcastle upon Tyne NE1 4JE, on 6 February 2013. You will see from the Notice of Annual General Meeting, which is set out on page 7 of this document, that there are twenty resolutions which are proposed for approval, fifteen of which relate to the ordinary business of the Annual General Meeting and five of which relate to special business.
Details of these resolutions are set out below and in the Notice of Annual General Meeting. Resolutions 1 to 16 and 20 will be proposed as ordinary resolutions. Resolutions 17 to 19 will be proposed as special resolutions.
Resolutions 1 and 2 seek the approval of the Company's annual report and accounts for the year ended 30 September 2012 which have been circulated to shareholders at the same time as this letter, and the directors' remuneration report for the same period which is set out in pages 62 to 70 of the Company's annual report and accounts. Resolution 3 relates to the proposed payment of a dividend of 1.37p per share to be paid on 8 February 2013 to all holders of 5p ordinary shares on the register of members of the Company at the close of business on 7 December 2012 in respect of all ordinary shares then registered in their names.
Resolutions 4 to 13 relate to the re-election of the directors of the Company. Simon Davies has been appointed since the last Annual General Meeting and so offers himself for re-election by shareholders at this Annual General Meeting in accordance with the articles of association of the Company. Henry Pitman is retiring at this Annual General Meeting and is not offering himself for re-election. In accordance with the UK Corporate Governance Code, all other directors are offering themselves for re-election at this Annual General Meeting. It is considered by the board that all of the directors bring valuable skills and experience to the board. Formal performance evaluations have taken place and, following those evaluations, the board considers that the performance of each director continues to be effective and that each demonstrates commitment to his role. Biographical details of all the directors are set out on pages 50 and 51 of the Company's annual report and accounts.
Resolutions 14 and 15 are to reappoint PricewaterhouseCoopers LLP as auditors and authorise the directors to agree their remuneration.
This resolution, which will be proposed as an ordinary resolution, seeks shareholder approval for the directors to be authorised to allot ordinary shares.
Under the provisions of section 551 of the Act, the directors are not permitted to allot shares unless authorised to do so by the shareholders. The Act provides for such authority to be granted either by the Company in general meeting or by the articles of association and, in both cases, such authority can only last for five years. Notwithstanding the statutory provisions, institutional best practice indicates that this authority be renewed annually. Accordingly, all unexercised previous authorities (including that obtained at the Company's previous annual general meeting) are revoked by this new authority and this authority will expire at the conclusion of the next annual general meeting of the Company or, if earlier, 15 months after the passing of the resolution except insofar as commitments to allot shares have been entered into before that date.
In accordance with institutional guidelines, the board considers it appropriate that the directors be granted authority to allot shares in the capital of the Company up to a maximum nominal amount of £13,800,000 representing the guideline limit of approximately two-thirds of the Company's issued ordinary share capital (excluding treasury shares) as at 7 December 2012 (being the latest practicable date prior to publication of this circular). Of this amount, £6,900,000 (representing approximately one-third of the Company's issued ordinary share capital (excluding treasury shares)) can only be allotted pursuant to a fully pre-emptive rights issue. The board has no present intention of exercising this authority.
The Company holds 1,506,300 treasury shares, being approximately 0.36% of the issued share capital of the Company (excluding treasury shares) as at 7 December 2012.
In line with institutional investor guidelines, where the aggregate usage by the Company of the authority granted by this resolution exceeds one third of the nominal value of the Company's issued ordinary shares (excluding treasury shares) as at 7 December 2012 and also, in the case of issuance being in whole or part by way of a fully pre-emptive rights issue, monetary proceeds exceed one third (or such lesser relevant proportion) of the pre-issue market capitalisation, if this would not otherwise already be the case, all directors wishing to remain in office will stand for re-election at the next annual general meeting of the Company following the decision to make the issue in question.
This resolution, which will be proposed as a special resolution, supplements the directors' authority to allot shares in the Company proposed by resolution 16, and will disapply statutory pre-emption rights in relation to allotment of a limited number of shares in the Company.
Section 561 of the Act requires a company proposing to allot equity securities to offer them first to existing shareholders in proportion to their existing shareholdings. The allotment of equity securities includes ordinary shares (the only class of share capital the Company has at present) and selling shares held in treasury but the requirement does not apply to shares issued under employee share schemes. If this resolution is passed, the requirement imposed by section 561 will not apply to allotments by the directors in two cases:
The board also confirms its intention that equity securities equivalent to no more than 7.5% of the issued share capital of the Company will be allotted for cash on a non pre-emptive basis during any rolling three-year period, again in line with institutional investor guidelines.
In the five years since the 2008 annual general meeting, the Company has not issued any shares on a non-pre-emptive basis (excluding shares issued under employee share schemes).
As in recent years, this authority will expire at the conclusion of the next annual general meeting or, if earlier, 15 months after the passing of the resolution except in so far as commitments to allot shares have been entered into before that date and a resolution to renew the authority will be produced at each future annual general meeting.
This resolution, which will be proposed as a special resolution, seeks to renew the authority for the Company to purchase its own shares in the market up to a maximum of 41,400,000 ordinary shares (being approximately 10% of the Company's issued ordinary share capital as at 7 December 2012 (excluding treasury shares), being the last practicable date prior to the publication of this circular).
The proposed resolution sets out the maximum and minimum prices which the Company may pay for its shares. This authority will expire at the conclusion of next year's annual general meeting or, if earlier, 15 months after the passing of the resolution.
This authority gives the Company greater flexibility in managing its capital resources. The board does not currently intend to exercise this authority during the year ahead. However, should it do so, it will only be following careful consideration, taking into account market conditions prevailing at the time, other investment opportunities, appropriate gearing levels, the overall position of the Company, the effects on earnings per share and the benefits for shareholders. Any purchase of ordinary shares would be by means of market purchases. Any shares purchased under the authority may be cancelled (and the number of the Company's shares in issue will be reduced accordingly) or may be held in treasury so as to be available to be sold at a later date, subject to the restrictions set out in resolution 17 or its equivalent in force at the time.
The extent of the authority sought is calculated in accordance with current governance practice.
In the 12 months prior to 7 December 2012, being the last practicable date prior to the publication of this circular, the Company had not exercised its right under its existing authority.
The total number of ordinary shares covered by options or warrants as at 7 December 2012, the latest practicable date prior to publication of this circular, is 2,187,292, representing 0.53% of the issued ordinary share capital of the Company excluding treasury shares (0.66% of the issued share capital of the Company if the Company's full authority to purchase shares, both existing and being sought, is used).
With effect from August 2009, The Companies (Shareholders' Rights) Regulations 2009 have increased the notice period for all general meetings (including annual general meetings) of the Company, subject to any restrictions in its articles of association, to 21 days' notice. For general meetings other than annual general meetings, a company quoted on the Official List of the UK Listing Authority is allowed to hold such general meetings (but not annual general meetings) on 14 days' notice provided that two conditions are met. The first condition is that the company offers facilities for shareholders to vote by electronic means. This condition is met if there is a facility offered by the company and accessible to all members to appoint a proxy by means of a website. The second condition is that there is an annual resolution of shareholders approving the reduction in the minimum notice period from 21 days to 14 days. The board is therefore proposing this resolution as a special resolution to approve 14 days as the minimum notice period for all general meetings of the Company other than annual general meetings. The approval will be effective until the Company's next annual general meeting, when it is intended that permission for the approval to be renewed will be sought.
The Company has a policy that it does not make donations or incur expenditure on behalf of political parties. However, the Act contains restrictions on companies making political donations or incurring political expenditure and it defines these terms very widely, such that activities that form part of the normal relationship between the Company and bodies concerned with policy review may be included.
Such activities are not designed to support a particular political party.
The Company believes that the authority proposed under this resolution, which will be proposed as an ordinary resolution, is necessary to ensure that it does not commit any technical or inadvertent breach of the Act when carrying out activities in furtherance of its legitimate business interests.
The authority will lapse on the conclusion of the Company's next annual general meeting or, if earlier, 15 months after the passing of the resolution and will be limited to an aggregate amount of £50,000.
The Company neither made political donations nor incurred political expenditure in the financial year ended 30 September 2012.
The directors believe that all the proposals referred to above are in the best interests of the Company and its shareholders as a whole and are most likely to promote the success of the Company for the benefit of its shareholders as a whole. The directors unanimously recommend that you vote in favour of all the proposed resolutions, as they intend to do in respect of their own beneficial shareholdings.
Yours sincerely
Robin Broadhurst Chairman
Notice is hereby given that an Annual General Meeting of the Company will be held at the registered office of Grainger plc, Citygate, St. James' Boulevard, Newcastle upon Tyne NE1 4JE on 6 February 2013 at 12.30 p.m. for the following purposes:
As ordinary business, to consider and, if thought fit, pass the following resolutions 1 to 15, as ordinary resolutions of the Company:
To transact any other ordinary business of the Company.
As special business, to consider and, if thought fit, pass the following resolutions which in the case of resolutions 16 and 20 shall be proposed as ordinary resolutions of the Company, and in the case of resolutions 17 to 19 shall be proposed as special resolutions of the Company:
provided that in both cases:
All unexercised authorities previously granted to the directors to allot shares or equity securities or to grant rights to subscribe for or to convert any security into shares be and are hereby revoked.
and
b) (otherwise than pursuant to paragraph (a) above) up to an aggregate nominal value of £1,030,000.
Provided in both cases that the powers granted by this resolution shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, 15 months after the passing of this resolution but the Company may before such expiry 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 pursuant to such an offer or agreement notwithstanding that the power conferred by this resolution has expired.
All unexercised authorities previously granted to the directors to allot equity securities as if section 561 of the Act did not apply be and are hereby revoked.
not exceeding £50,000 in aggregate during the period ending on the date of the Company's next annual general meeting.
For the purposes of this resolution, the terms 'political donations' 'political parties', 'independent election candidates', 'political organisation' and 'political expenditure' have the meanings set out in sections 363 to 365 of the Companies Act 2006.
By order of the board
Michael Windle Company Secretary 18 December 2012 CRN: 125575
Citygate St. James' Boulevard Newcastle upon Tyne NE1 4JE
The Company specifies that only those shareholders registered in the register of members of the Company as at 6.00 p.m. on 4 February 2013 (or, if the meeting is adjourned, 6.00 p.m. on the day two days prior to the adjourned meeting) shall be entitled to attend or vote at the Annual General Meeting in respect of the number of shares registered in their name at that time. Changes to entries on the relevant register of members after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
A member entitled to attend and vote at the Annual General Meeting may appoint one or more proxies (who need not be a member of the Company) to attend and to speak and to vote on his or her behalf whether by show of hands or on a poll. A member can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form. A member can appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attaching to different shares held by him. In order to be valid, an appointment of proxy (together with any authority under which it is executed or a duly certified copy of the authority) must be returned by one of the following methods and in each case must be received by the Company not less than 48 hours before the time of the meeting:
Completion and return of the form of proxy, or completion of the online voting process, will not preclude shareholders from attending and voting at the meeting. The form of proxy includes a vote withheld option. Please note that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes for and against any particular resolution. Each shareholder entitled to attend the Annual General Meeting as above, and each proxy appointed in accordance with the above, has one vote for each resolution voted on by a show of hands. If a proxy has been appointed by more than one member entitled to vote, and one of those members has instructed the proxy to vote for the resolution and one or more other of those members has instructed the proxy to vote against it, the proxy has one vote for and one vote against the resolution on a show of hands. In the event of a poll the proxy can exercise the voting rights of each member who has appointed them.
Under section 324A of the Companies Act 2006, a proxy must vote in accordance with any instructions given by the member by whom they are appointed.
A copy of this Notice has been sent for information only to persons who have been nominated by a member to enjoy information rights under section 146 of the Companies Act 2006 (Nominated Persons). The rights to appoint a proxy cannot be exercised by a Nominated Person; they can only be exercised by the member. However, a Nominated Person may have a right under an agreement between him and the member by whom he was nominated to be appointed as a proxy for the meeting or to have someone else so appointed. If a Nominated Person does not have such a right or does not wish to exercise it, he may have a right under such an agreement to give instructions to the member as to the exercise of voting rights.
Shareholders entitled to attend and vote as above, have a right to ask questions related to the business put to the meeting as set out in this document. The directors will endeavour to answer all such questions as fully as possible, however, they are not required to answer if:
A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Annual General Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
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 (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10) 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 timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI 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.
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.
Copies of the contracts of service of the directors employed by the Company and the letters of appointment of the non-executive directors are available for inspection by members of the Company at the registered office of the Company during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this Notice until the close of the Annual General Meeting.
These documents will also be available for inspection at the place of the Annual General Meeting where they will be made available from at least 15 minutes prior to the Annual General Meeting until the close of the Annual General Meeting.
As at 7 December 2012 (being the latest practicable date prior to publication of this circular), the Company's issued share capital comprised 416,381,206 ordinary shares of 5p each. Each ordinary share carries the right to one vote at a general meeting of the Company. The Company holds 1,506,300 ordinary shares in treasury and is not permitted to exercise voting rights in respect of these shares. Therefore the total number of voting rights in the Company as at 7 December 2012 is 414,874,906.
Pursuant to Chapter 5 of Part 16 of the Companies Act 2006, where requested by either a member or members having a right to vote at the Annual General Meeting and holding at least 5% of total voting rights of the Company or at least 100 members having a right to vote at the meeting and holding, on average, at least £100 of paid up share capital, the Company must publish on its website a statement setting out any matter that such members propose to raise at the meeting relating to the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Annual General Meeting. Where the Company is required to publish such a statement on its website, it may not require the members making the request to pay any expenses incurred by the Company in complying with the request, it must forward the statement to the Company's auditors and the statement may be dealt with as part of the business of the meeting. A member wishing to request publication of such a statement on the Company's website must send the request to the Company either in hard copy form to the Company's registered office marked for the attention of the Company Secretary (and sign the request), by email to mwindle@ graingerplc.co.uk or by fax to 0191 2611819 marked for the attention of the Company Secretary. Whichever form of communication is chosen, the request must either set out the statement in full or, if supporting a statement sent by another member, clearly identify the statement which is being supported, be received by the Company at least one week before the Annual General Meeting and be appropriately authenticated in accordance with section 527(4)(c) of the Companies Act 2006.
Members of the Company have the right, under section 338 of the Companies Act 2006, to require, subject to certain conditions, the Company to give its members notice of a resolution which the shareholders wish to be moved at the Annual General Meeting of the Company. Additionally, members of the Company have the right under section 338A of the Companies Act 2006 to require, subject to certain conditions (including that the matter is not defamatory of any person, frivolous or vexatious) the Company to include a matter (other than a proposed resolution) in the business to be dealt with at the Annual General Meeting. The Company is required to give such notice of a resolution or include such matter once it has received requests from members representing at least 5% of the total voting rights of all the members who have a right to vote at the Annual General Meeting or from at least 100 members with the same right to vote who hold shares in the Company on which there has been paid up an average sum, per member of at least £100. This request must (1) be received by the
Company not later than six weeks before the Annual General Meeting or, if later, the time at which notice is given of the Annual General Meeting, (2) identify the resolution of which notice is to be given or the matter of business by either setting it out in full or, if supporting a resolution or statement sent by another member, clearly identify the resolution or matter of business which is being supported, and (3) sent either in hard copy form to the Company's registered office marked for the attention of the Company Secretary (and signed), by email to [email protected] or by fax to 0191 2611819 marked for the attention of the Company Secretary. In the case of a request relating to section 338A of the Companies Act 2006, the request must be accompanied by a statement setting out the grounds for the request.
A copy of this Notice and other information required by section 311A of the Companies Acts 2006 can be found at www.graingerplc.co.uk
Except as provided above, members who have general queries about the Annual General Meeting should contact the Company Secretary at Grainger plc, Citygate, St. James' Boulevard, Newcastle Upon Tyne, NE1 4JE or on 0191 269 5959 (no other methods of communication will be accepted).
You may not use any electronic address provided either in this notice of Annual General Meeting or any related documents (including the Chairman's letter and proxy form), to communicate with the Company for any purposes other than those expressly stated.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.