AGM Information • Jun 6, 2013
AGM Information
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If you are in any doubt as to what action to take, you should consult your stockbroker, solicitor, bank manager, accountant or other professional adviser, who, if you are taking advice in Ireland, is authorised or exempted under the Investment Intermediaries Act, 1995 or the European Communities (Markets in Financial Instruments) Regulations 2007 (as amended) or, if you are taking advice in the United Kingdom, is authorised under the Financial Services and Markets Act 2000 of the United Kingdom.
If you have sold or transferred all your ordinary shares in DCC plc, please forward this document and the Form of Proxy at once to the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
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to be held on Friday 19 July 2013 at 11.00 a.m. in The Four Seasons Hotel, Simmonscourt Road, Ballsbridge, Dublin 4.
5 June 2013
Dear Shareholder
The Notice of the Thirty Seventh Annual General Meeting of DCC plc to be held on Friday 19 July 2013 at 11.00 a.m. in The Four Seasons Hotel, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland is set out on pages 4 to 8 of this document.
The resolutions to be proposed at the Annual General Meeting are set out in detail in the Notice and explanatory notes on the resolutions are set out below.
Resolution 1 deals with the consideration of the financial statements of the Company for the year ended 31 March 2013. A full copy of the 2013 Annual Report and Accounts is available on the Company's website www.dcc.ie.
Resolution 2 deals with the declaration of a final dividend of 56.20 cent per ordinary share for the year ended 31 March 2013. If approved, the final dividend will be paid on 25 July 2013 to shareholders on the register at the close of business on 24 May 2013. This will give a total dividend for the year of 85.68 cent, which represents a 10% increase on the prior year.
Resolution 3 deals with the approval of the Remuneration Report as set out on pages 81 to 94 of the Annual Report and Accounts. Since 2009, it has been the Board's practice to put this Report to a shareholder vote. There is no legal obligation on the Company to put such a resolution to shareholders, so it is an 'advisory' resolution and is not binding on the Company. DCC believes that such a resolution is an appropriate acknowledgement of a shareholder's right to have a 'say on pay'.
Resolution 4 deals with the proposed re-election of all of the Directors. Since 2008, it has been the Board's practice that all Directors will submit to re-election at each Annual General Meeting. This practice meets the requirement that all directors are subject to annual election by shareholders, as set out in the UK Corporate Governance Code issued in June 2010, which applies to DCC for the year ended 31 March 2013.
The Board undertakes a formal annual evaluation of its Directors and is satisfied that all of the Directors proposed for re-election performed effectively in offering independent and constructive challenge to management, have made a valuable contribution to strategy development and have committed sufficient time to discharge their responsibilities effectively.
Brief biographies of the Directors, including a statement as to why their qualifications and experience are relevant to their role as Directors, are set out on pages 62 and 63 of the Annual Report and Accounts.
The re-election of each Director will be considered separately.
Resolution 5 authorises the Directors to determine the remuneration of the Auditors.
1 Directors: Michael Buckley (Chairman), Tommy Breen (Chief Executive), Róisín Brennan, David Byrne, Jane Lodge (British), Kevin Melia (USA), John Moloney, Donal Murphy (Executive), Fergal O'Dwyer (Executive), Leslie Van de Walle (French). Registered Office: DCC House, Brewery Road, Stillorgan, Blackrock, Co. Dublin. Registered Number: 54858.
Resolutions 6 to 11 in the Notice of Meeting seek your approval for a number of items of special business.
Resolutions 6 to 8 are the usual annual resolutions which relate to the share capital of the Company and propose to renew authorities previously approved by shareholders. The Directors will exercise these authorities only if they consider it to be in the best interests of shareholders generally at that time.
Resolution 9 relates to the fixing of the price range in which treasury shares may be re-issued.
Resolution 10 relates to the notice period for the convening of an extraordinary general meeting.
Resolution 11 relates to amendments to the Articles of Association of the Company.
Each of these resolutions 6 to 11 is dealt with in more detail below.
Resolution 6 will be proposed as an Ordinary Resolution to authorise the Directors to allot shares up to an aggregate nominal amount of €7,352,400, representing approximately one third of the Company's issued share capital on 5 June 2013.
This authority will, if renewed, expire on the earlier of the date of the next Annual General Meeting of the Company or 18 October 2014.
Resolution 7 will be proposed as a Special Resolution to renew the Directors' authority to issue shares for cash other than strictly pro-rata to existing shareholdings. The proposed authority is limited to the allotment of shares in specific circumstances relating to rights issues or any other issues up to an aggregate nominal amount of €1,102,800, representing approximately 5% of the Company's issued share capital on 5 June 2013.
This authority will, if renewed, expire on the earlier of the date of the next Annual General Meeting of the Company or 18 October 2014.
Resolution 8 will be proposed as a Special Resolution to renew the authority of the Company, or any subsidiary, to make market purchases of up to 10% of the aggregate nominal value of the Company's issued share capital and to hold these shares as treasury shares or cancel them at the Directors' discretion. The resolution also sets out the minimum and maximum prices that may be paid for shares purchased in this manner.
If the Directors were to exercise the authority being renewed by this resolution up to the maximum number of shares allowed and to cancel such shares and all other shares held in treasury, the total number of options to subscribe for ordinary shares in the Company (which, on 5 June 2013, is 1,715,339, representing 1.9% of the issued share capital) would represent 2.3% of the issued share capital.
This authority will, if renewed, expire on the earlier of the date of the next Annual General Meeting of the Company or 18 January 2015.
Resolution 9 will be proposed as a Special Resolution to authorise the Company to re-issue treasury shares offmarket at certain specified minimum and maximum prices.
This authority will, if renewed, expire on the earlier of the date of the next Annual General Meeting of the Company or 18 January 2015.
Resolution 10 will be proposed as a Special Resolution to maintain the existing authority in the Articles of Association that allows the Company to convene an extraordinary general meeting on 14 days' notice where the purpose of the meeting is to consider an ordinary resolution.
Resolution 11 will be proposed as a Special Resolution to adopt new Articles of Association of the Company incorporating a number of minor wording changes which reflect the fact that DCC has cancelled the listing of its shares on the Irish Stock Exchange while maintaining a Premium Listing on the Official List of the United Kingdom Listing Authority.
A copy of the Memorandum and Articles of Association, amended to reflect (and marked up to highlight) the proposed changes, is available on the Company's website www.dcc.ie and may be inspected at the registered office of the Company during business hours until the close of the Annual General Meeting. A copy may also be inspected at the Annual General Meeting.
Those shareholders unable to attend the Meeting may appoint a proxy. Your proxy may be submitted by post by completing the enclosed Form of Proxy and returning it to the Company's Registrar, Computershare Investor Services (Ireland) Limited, PO Box 954, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland. Your proxy may also be submitted through the internet; instructions on how to do this are set out on the Form of Proxy. CREST members who wish to appoint a proxy or proxies via the CREST electronic proxy appointment service should refer to footnote 5 on page 7 of this document.
All proxy votes must be received by the Company's Registrar not less than 48 hours before the time appointed for the Meeting or any adjournment of the Meeting. The submission of a proxy will not prevent you attending and voting at the Meeting should you wish to do so.
The Directors are satisfied that the resolutions set out in the Notice of the Annual General Meeting are in the best interests of the Company and its shareholders. Accordingly, the Directors unanimously recommend you to vote in favour of each of the resolutions set out in the attached Notice, as they intend to do in respect of all the ordinary shares which they own or control in the capital of the Company.
Yours faithfully,
Michael Buckley Chairman
Notice is hereby given that the Thirty Seventh Annual General Meeting of DCC plc will be held in The Four Seasons Hotel, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland on Friday 19 July 2013 at 11.00 a.m. for the following purposes:
"That, for the purposes of Section 20 of the Companies (Amendment) Act, 1983, the Directors of the Company be and they are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot relevant securities (as defined by Section 20(10) of the said Act) (including, without limitation, any shares purchased by the Company pursuant to the provisions of Part XI of the Companies Act, 1990 and held as treasury shares) up to an aggregate nominal amount of €7,352,400, representing approximately one third of the issued share capital of the Company at the date of the notice containing this resolution. This authority shall expire at the close of business on the earlier of the date of the next Annual General Meeting of the Company or 18 October 2014 but may be previously revoked or varied by the Company in General Meeting and may be renewed by the Company in General Meeting for a further period not to exceed 15 months from the date of such renewal. The Company may make an offer or agreement before the expiry of this authority which would or might require relevant securities to be allotted after this authority has expired and the Directors may allot relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired."
7 To propose and consider and, if thought fit, to approve the following as a Special Resolution:
"That the Directors of the Company be and are hereby empowered pursuant to Section 24 of the Companies (Amendment) Act, 1983, with such power expiring at the close of business on the earlier of the date of the next Annual General Meeting of the Company or 18 October 2014, to allot equity securities (as defined in Section 23 of that Act) (including, without limitation, any shares purchased by the Company pursuant to the provisions of Part XI of the Companies Act, 1990 and held as treasury shares) of the Company for cash pursuant to the authority given by Resolution 6 as if Section 23(1) of that Act did not apply to any such allotment, provided however that the power conferred on the Directors by this resolution shall be restricted to:-
(a) the allotment of equity securities in connection with any rights issue in favour of ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them (but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to comply with the laws of any territory or the requirements of any regulatory body or any stock exchange in any territory or in connection with fractional entitlements or otherwise); and
(b) the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal amount of €1,102,800, representing approximately 5% of the issued share capital of the Company at the date of the notice containing this resolution.
The Company, prior to the expiry of this power, may make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired."
"That the Company and/or any subsidiary (as defined by Section 155 of the Companies Act, 1963) of the Company be hereby generally authorised to make market purchases (as defined by Section 212 of the Companies Act, 1990) of shares of any class in the Company ("Shares") on such terms and conditions and in such manner as the Directors may determine from time to time but subject to the provisions of the Companies Act, 1990 and to the following restrictions and provisions:-
If the means of providing the foregoing information as to dealings and prices by reference to which the maximum price is to be determined is altered or is replaced by some other means, then a maximum price shall be determined on the basis of the equivalent information published by the relevant authority in relation to dealings on the London Stock Exchange or its equivalent.
"That for the purposes of Section 209 of the Companies Act, 1990 (the "1990 Act"), the re-issue price range at which ordinary shares of €0.25 in the capital of the Company ("Shares") held as treasury shares (as defined by the said Section 209) ("Treasury Shares") may be re-issued off-market shall be as follows:
provided that if Treasury Shares (including Treasury Shares held by the Company at the date of passing of this Resolution) are being re-issued for the purposes of either the DCC plc 1998 Employee Share Option Scheme or the DCC plc Long Term Incentive Plan 2009, the re-issue price shall be the issue or subscription price provided for in such Scheme or Plan.
For the purposes of this Resolution the expression "Appropriate Price" shall mean an amount equal to the average of the five amounts resulting from determining whichever of the following ((i), (ii) or (iii) specified below) in relation to the Shares of the same class as the Treasury Share being re-issued shall be appropriate for each of the five business days immediately preceding the day on which the Treasury Share is re-issued as determined from the information published in The Daily Official List of the London Stock Exchange reporting the business done on each of those five business days:
If the means of providing the foregoing information as to dealings and prices by reference to which the Appropriate Price is to be determined is altered or is replaced by some other means, then the Appropriate Price shall be determined on the basis of the equivalent information published by the relevant authority in relation to dealings on the London Stock Exchange or its equivalent.
This resolution shall continue in effect until the close of business on the earlier of the date of the next Annual General Meeting of the Company or 18 January 2015 unless previously varied or renewed in accordance with the provisions of Section 209 of the 1990 Act."
"That a general meeting, other than an Annual General Meeting and other than a meeting called for the passing of a special resolution, may be called on not less than fourteen clear days' notice."
"That the Articles of Association which have been signed by the Chairman of the meeting for the purposes of identification and which were available for inspection on the Company's website, www.dcc.ie, and at the registered office of the Company since the date of the Notice convening the meeting to consider this resolution, be adopted as the new Articles of Association of the Company to the exclusion of and in substitution for all previous and existing Articles of Association of the Company."
By order of the Board
Secretary DCC House, Brewery Road, Stillorgan, Blackrock, Co. Dublin, Ireland
Further information on CREST procedures and requirements is contained in the CREST Manual. The message appointing a proxy(ies) must be received by the Registrar (3RA50) not later than 11.00 a.m. on Wednesday 17 July 2013. For this purpose the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. The Company may treat as invalid a proxy instruction in the circumstances set out in Regulation 35(5)(a) of the Companies Act, 1990 (Uncertificated Securities) Regulations, 1996.
Memorandum and Articles of Association, company law or otherwise. A draft resolution must not be defamatory of any person.
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