Pre-Annual General Meeting Information • Apr 17, 2024
Pre-Annual General Meeting Information
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(registered in England and Wales under company number 00177991)
at
The Great Room, 25 Southampton Buildings, London, WC2A 1AL
If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from your independent financial adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your shares in 4imprint Group plc, please pass this notice of the 2024 Annual General Meeting together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the shares.
01
Dear Shareholder,
I am pleased to be writing to you with details of the Annual General Meeting ("AGM") of 4imprint Group plc (the "Company") which will be held at The Great Room, 25 Southampton Buildings, London, WC2A 1AL on Wednesday 22 May 2024 at 11.00 a.m. Formal notice of the AGM is set out on pages 4 and 5 of this document, explanatory notes to the Resolutions on pages 6 to 9 and Shareholder notes on pages 10 to 12.
We are planning to hold the AGM in person this year. Any changes to the AGM arrangements will be communicated to Shareholders before the meeting through our website https://investors.4imprint.com and, where appropriate, by way of a RNS announcement.
The Company will not permit behaviour that may interfere with another person's security, safety or the good order of the AGM. Any such behaviour will be dealt with appropriately by the Chairman. Please ensure that all electronic equipment (including mobile phones) is switched off throughout the AGM.
Even for those Shareholders who are intending to attend the AGM in person, we strongly recommend that all Shareholders complete and submit a proxy form in accordance with the instructions set out in the Shareholder Notes. Shareholders are encouraged to appoint me, as the Chairman of the meeting, as a proxy to ensure their vote will be counted.
You will not receive a hard copy form of proxy for the 2024 AGM in the post. Instead, you will be able to vote electronically via the website provided by the Company's Registrar www.signalshares.com. You will need to log into your account or register if you have not previously done so. To register you will need your Investor Code, which is detailed on your share certificate or available from our Registrar, Link Group.
Voting by proxy prior to the AGM does not affect your right to attend the AGM and vote in person should you so wish. Proxy votes must be received no later than 11.00 a.m. on Monday 20 May 2024.
If you need help with voting online or are unable to vote online and require a hard copy Form of Proxy, please contact our Registrar, Link Group, at [email protected] or by phone on 0371 664 0391. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 a.m. – 5:30 p.m., Monday to Friday excluding public holidays in England and Wales. Alternatively, you can contact Link via their postal address at Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL.
The AGM is your opportunity to ask the Board questions about the Company. As this is a Shareholders' meeting, we ask you to please restrict any questions to Shareholder matters. You can submit any questions you may have in advance of the AGM via email at [email protected] or by post to the Company Secretary, at 4imprint, 5 Ball Green, Cobra Court, Trafford Park, Manchester, M32 0QT by 11.00 a.m. on Monday 20 May 2024. We will publish the answers to your questions on our website as soon as practicable and, wherever possible, prior to the deadline for the return of proxy votes at the AGM (or, where that is not possible, after the AGM). There will also be an opportunity for Shareholders to raise questions on Shareholder matters at the AGM itself.
Shareholders are being asked to receive the accounts for the period ended 30 December 2023, together with the report of the Directors and the auditor's report thereon.
Shareholders are also being asked to approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy – see below) as set out on pages 78 to 92 of the Company's Annual Report & Accounts for the period ended 30 December 2023.
The Company's Directors' Remuneration Policy (the "Policy") was last approved by Shareholders at the 2021 AGM. In line with the relevant legislation, which requires Shareholders to approve the Policy every three years, Shareholders are now being asked to approve the Policy set out on pages 79 to 86 of the Remuneration Report, contained within the 2023 Annual Report & Accounts. If approved, the Policy will apply to all remuneration payments made from 22 May 2024 until a new Policy is approved by Shareholders (which is anticipated to be at the 2027 AGM). Details of the changes to the Policy from the version approved by Shareholders at the 2021 AGM are referred to on page 79 of the 2023 Annual Report & Accounts.
02
Shareholders are being asked to approve the implementation of a new discretionary share plan (the "Plan") over ordinary shares in the Company, to incentivise and retain eligible employees and facilitate the future recruitment of senior executives and executive directors. A summary of the Plan is set out at Appendix 1, pages 13 to 15 of this document.
Shareholders are being asked to approve a final dividend of 150.0 cents (117.0 pence) per ordinary share for the period ended 30 December 2023. If Shareholders approve the recommended final dividend, this will be paid on 3 June 2024 to all holders of ordinary shares who were on the register of members on 3 May 2024.
Each of Lindsay Claire Beardsell, John Michael Gibney, Kevin Lyons-Tarr, Paul Stephen Moody, Jaz Rabadia Patel, David John Emmott Seekings and Christina Dawn Southall will retire and offer themselves for re-election as a Director. Shareholders are being asked to approve each of their re-elections. Biographical details concerning each of the proposed candidates for re-election can be found on page 7.
It is considered that the performance of each Director submitting themselves for re-election continues to be effective and that all Directors demonstrate the requisite commitment to the role. It is therefore recommended that all Directors be re-elected.
Shareholders are being asked to approve the re-appointment of Ernst & Young LLP as auditor to the Company until the conclusion of the next general meeting at which accounts are laid, and to authorise the Directors to determine the auditor's remuneration.
Shareholders are being asked to authorise the Directors to allot shares pursuant to section 551 of the Companies Act 2006 (the "Act") and to disapply pre-emption rights in respect of some of those shares.
Shareholders are being asked to authorise the Company to purchase its own shares in accordance with section 701 of the Act.
Shareholders are being asked to authorise general meetings (other than an annual general meeting) being called on not less than 14 clear days' notice.
Explanatory notes on business to be considered at this year's AGM appear on pages 6 to 9 of this document.
The Board considers that all the resolutions to be put to the meeting are in the best interests of the Company and its Shareholders as a whole. Your Board will be voting in favour of them and unanimously recommends that you do so as well.
Yours sincerely,
PAUL MOODY CHAIRMAN 15 April 2024
Registered in England and Wales No. 00177991 Registered Office: 25 Southampton Buildings, London, WC2A 1AL
NOTICE IS HEREBY GIVEN THAT the 2024 Annual General Meeting of 4imprint Group plc will be held at The Great Room, 25 Southampton Buildings, London, WC2A 1AL on Wednesday 22 May 2024 at 11.00 a.m.
Shareholders will be asked to consider, and if thought fit to pass, the resolutions below. Resolutions 16, 17 and 18 will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.
and so that the Board may impose any limits or restrictions and make any arrangements which it considers
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 any other matter;
such power to apply until the end of next year's AGM (or, if earlier, until the close of business on 22 August 2025) but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.
in each case, exclusive of expenses;
such authority to expire at the end of next year's Annual General Meeting (or, if earlier, 22 August 2025). However, the Company may enter into a contract or contracts to purchase ordinary shares which will or may be completed or executed fully or partly after this authority expires and the Company may purchase ordinary shares pursuant to any such contract or contracts as if the power had not expired.
By order of the Board
EMMA TAYLOR COMPANY SECRETARY
15 April 2024
Registered in England and Wales No. 00177991 Registered Office: 25 Southampton Buildings, London, WC2A 1AL
The notes on the following pages give an explanation of the proposed resolutions.
Resolutions 1 to 15 (inclusive) are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution.
Resolutions 16, 17 and 18 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.
Under section 437 of the Act, the Directors are required to present the Company's Annual Report & Accounts for the period ended 30 December 2023 to a general meeting, together with the Directors' reports and the Auditor's report on those accounts.
The Company is required to ask Shareholders to vote on the Remuneration Report as set out on pages 78 to 92 of the Company's Annual Report & Accounts for the period ended 30 December 2023. This resolution excludes the portion of the Remuneration Report relating to the Remuneration Policy – see resolution 3. This vote is advisory.
The Company is required to put the Directors' Remuneration Policy (the "Policy") to Shareholders for their approval every three years. The Policy is approved by an ordinary resolution. If approved, the Policy will apply to all remuneration payments from 22 May 2024, until Shareholders approve a new Policy (which is expected to be at the 2027 AGM). This ordinary resolution is an important resolution as the Company can only make remuneration payments (or payments for loss of office) to its Directors if they are consistent with the Policy. The Policy is set out on pages 79 to 86 of the Remuneration Report contained within the Annual Report & Accounts for the period ended 30 December 2023. If the Policy is not approved, the Company will continue to operate in line with the current Remuneration Policy which was approved by Shareholders at the Company's AGM on 18 May 2021 and will seek approval of a new Remuneration Policy as soon as possible.
The Company is seeking Shareholder approval for the implementation of a new discretionary share plan (the "Plan") over ordinary shares in the Company, to incentivise and retain eligible employees and facilitate the future recruitment of senior executives and executive directors. A summary of the Plan is set out at Appendix 1. A copy of the full draft Plan rules will be available for inspection by Shareholders on the National Storage Mechanism (accessible at https://data.fca. org.uk/#/nsm/nationalstoragemechanism) from the date of publication of this notice of Annual General Meeting and at the place of the Annual General Meeting from 15 minutes prior to its commencement until its conclusion.
The Directors seek Shareholder approval of a final dividend of 150.0 cents (117.0 pence) per ordinary share payable (gross of any applicable tax) on 3 June 2024 to Shareholders on the register of members at the close of business on 3 May 2024. The ISIN for the ordinary shares of 4imprint Group plc is GB0006640972.
In accordance with the Code, the Board believes that it is of a size appropriate to the needs of the business and that it has the appropriate balance of skills, experience, independence and knowledge to enable it and its Committees to discharge their duties and responsibilities effectively. In accordance with the Code, all Directors are standing for re-election at the AGM this year.
It is considered that the performance of each Director submitting themselves for re-election continues to be effective and that all Directors demonstrate the requisite commitment to the role. It is therefore recommended that all Directors be re-elected.
Full biographical details of each Director are set out below.
Lindsay is currently Executive Vice President, General Counsel at Tate & Lyle plc, the global supplier of food and beverage ingredients, which she joined in 2018. In addition to her extensive legal and governance background, Lindsay brings a breadth of commercial experience, both in the UK and internationally, having previously worked as General Counsel at Ladbrokes Coral plc, SuperGroup plc and Gazprom Energy Group. She is a graduate of European Law from the University of Warwick.
John currently serves as a Non-Executive Director and Chair of the Audit Committee at C&C Group plc. John is a chartered accountant who has extensive public company experience, having served for 17 years as Chief Financial Officer of Britvic plc, a leading European soft drinks business, where he was responsible for finance, legal, estates, risk management, quality, safety and environment and procurement. Prior to joining Britvic John was Senior Corporate Finance & Planning Manager for Bass plc, and prior to that role, Finance Director and subsequently Deputy Managing Director of Gala Clubs. John has previously been a Non-Executive Director and Chair of the Audit Committee at PureCircle PLC and Dairy Crest PLC.
Based in Oshkosh, Wisconsin, Kevin has been with the business since 1991, serving in several capacities, including Chief Information Officer and Chief Operating Officer. He was appointed President of the Direct Marketing business in 2004 and has led its substantial growth since then.
Paul currently serves on the Board of Card Factory plc as Non-Executive Chairman. He was previously Non-Executive Chairman of Johnson Service Group plc and a Non-Executive Director of Pets at Home Group plc. Paul has extensive public company experience spending 17 years at Britvic plc, including the last eight years as Chief Executive. Prior to that, he held a number of senior appointments in sales and HR, with companies including Grand Metropolitan plc and Mars.
Jaz is a Chartered Energy Manager with over 15 years of experience in energy, recycling and sustainability roles. She is currently Head of Responsible Business and Sustainability at Just Eat Takeaway.com, an online food order and delivery service, which she joined in December 2021. Prior to this she was Director of Energy, Sustainability and Social Impact at WeWork and she has also held senior positions at Starbucks Coffee Company and Sainsbury's Supermarkets Ltd. In 2015 Jaz was awarded an MBE for services to sustainability in the energy management sector and promoting diversity amongst young people in the STEM sectors.
D.J.E. Seekings: Chief Financial Officer: Appointed as Chief Financial Officer in March 2015
David is a chartered accountant, having trained and qualified with KPMG. David has been with the 4imprint Group since 1996, initially as Group Financial Controller, moving to the USA in 2000 to become Chief Financial Officer of 4imprint Direct Marketing, based in Oshkosh, Wisconsin.
Tina is the Chair of the Bally's Foundation in the UK and the former Executive Vice President – People for Bally Interactive, a NYSE listed company operating some of the world's biggest casinos, igaming and sports media sites. Prior to this, Tina held executive sales and marketing roles at Vodafone Group Plc, culminating in her appointment as Regional Director, Northern Europe for Vodafone Global Enterprise, and she served as a long-standing Trustee of The Vodafone Foundation. Prior to joining Vodafone, Tina held senior positions at Avis Europe and at the RAC.
07
Under section 489 of the Act, the Company is required to appoint an auditor at each general meeting at which accounts are laid before Shareholders. This resolution proposes the re-appointment of Ernst & Young LLP as auditor of the Company for the period ending 28 December 2024.
Section 492 of the Act requires the auditor's remuneration to be fixed by the Company's Shareholders by ordinary resolution or in such manner as the Company's Shareholders may by ordinary resolution determine. This resolution proposes that the Directors be authorised to determine the remuneration of the auditor. In practice, and in line with the Code and the Competition and Markets Authority's Order on statutory audit services, the Audit Committee will consider and approve the audit fees on behalf of the Board. Details of the remuneration paid to the Company's auditor for 2023 and details of how the Audit Committee monitors the effectiveness and independence of the auditor can be found in the Company's Annual Report & Accounts for the period ended 30 December 2023.
This resolution would give the Directors the authority to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares up to an aggregate nominal amount equal to £3,611,862 (representing 9,390,840 ordinary shares of 386/13p each). This amount represents approximately, but not more than, one-third of the issued ordinary share capital (excluding treasury shares) of the Company as at 12 April 2024, the latest practicable date prior to publication of this Notice.
The authority sought under this resolution will expire at the earlier of 22 August 2025 and the conclusion of the Annual General Meeting of the Company held in 2025.
The Directors have no present intention to exercise the authorities sought under this resolution or to allot shares other than pursuant to the Company's employee share schemes. However, the Directors consider it desirable to have appropriate flexibility as permitted by corporate governance guidelines to be able to act on short notice in appropriate circumstances should it be in the best interests of the Company to do so.
As at the date of this Notice, no ordinary shares are held by the Company in treasury.
Resolution 16 will be proposed as a special resolution, which requires a 75% majority of the votes to be cast in favour.
Under section 561 of the Act, save in respect of the allotment of bonus shares or shares allotted pursuant to an employees' share scheme, any shares allotted (or, in the case of any shares held in treasury, sold) wholly for cash must be offered to existing Shareholders in proportion to their holdings (a right of pre-emption), but this requirement may be modified by the authority of a special resolution of the Shareholders in general meeting. Resolution 16 would give the Board the power to allot ordinary shares (or sell any ordinary shares which the Company holds in treasury) for cash without first offering them to existing Shareholders in proportion to their existing shareholdings.
The power set out in resolution 16 would be limited to:
In respect of the authority sought under resolution 16, the Directors acknowledge the provisions of the Pre-Emption Group's most recent Statement of Principles published in November 2022 (the "Pre-Emption Group's Principles") and confirms that they will follow the general principles set out therein (including as to any "follow on" offers). The Directors have decided to adopt the provisions of the Pre-Emption Group's Principles in relation to the increased maximum of the disapplication of pre-emption rights for the allotment of shares on an unrestricted basis, of up to 10% of the Company's issued share capital. The Directors consider it to desirable to have this flexibility, as permitted by corporate governance guidelines, to be able to allot shares otherwise than on a pre-emptive basis in appropriate circumstances should it be in the best interests of the Company to do so.
In line with previous years, the Directors have decided not to adopt the provisions of the Pre-Emption Group's Principles in relation to the disapplication of pre-emption rights for the allotment of shares in connection with the financing of an acquisition or specified capital investment in certain circumstances, as the Directors believe that resolution 16, as proposed, provides sufficient flexibility to the Company at this time.
The Directors have no present intention to exercise the powers sought by resolution 16. If the powers are used in relation to a non-pre-emptive offer, the Directors confirm their intention to have regard to the provisions of the Preemption Group's Statement of Principles issued in November 2022.
The authority will expire at the earlier of 22 August 2025 and the conclusion of the Annual General Meeting of the Company held in 2025.
Shareholder approval is required for a company to purchase its own shares on market under section 701 of the Act. Resolution 17, which will be proposed as a special resolution and requires 75% of the votes to be cast in favour, seeks authority for the Company to purchase up to 10% of its issued ordinary shares (excluding any treasury shares), renewing the authority granted by the Shareholders at previous annual general meetings.
The Directors have no present intention of exercising the authority to make market purchases, however the authority provides the flexibility to allow them to do so in the future. The Directors will exercise this authority only when to do so would be in the best interests of the Company, and of its Shareholders generally, and could be expected to result in an increase in the earnings per share of the Company.
Ordinary shares purchased by the Company pursuant to this authority may be held in treasury or may be cancelled. The Directors will consider holding any ordinary shares the Company may purchase as treasury shares. The Company currently has no ordinary shares in treasury. The minimum price, exclusive of expenses, which may be paid for an ordinary share is 386/13p, its nominal value. The maximum price, exclusive of expenses, which may be paid for an ordinary share is the highest of (i) an amount equal to 5% above the average market value for an ordinary share for the five business days immediately preceding the date of the purchase and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out.
The Company had options outstanding over 132,292 ordinary shares, 0.47% of the Company's ordinary issued share capital as at 30 December 2023.
If the existing authority given at the 2023 Annual General Meeting and the authority now being sought by resolution 17 were to be fully used, the options outstanding would represent 0.58% of the Company's ordinary issued share capital.
The authority will expire at the earlier of 22 August 2025 and the conclusion of the Annual General Meeting of the Company held in 2025.
Resolution 18, which will be proposed as a special resolution and requires 75% of the votes to be cast in favour, renews the authority that was given at our last AGM. The notice period required by the Act, under section 307A for general meetings of the Company, is 21 clear days unless Shareholders approve a shorter notice period, which cannot be less than 14 clear days. AGMs must always be held on at least 21 clear days' notice. The authority granted by this resolution, if passed, will be effective until the Company's next AGM when it is intended that a similar resolution will be proposed.
The flexibility offered by this resolution will only be used where, taking into account the circumstances, the Directors consider it is merited by the business of the meeting and is thought to be to the advantage of the Company and Shareholders as a whole.
The Plan is a discretionary share plan, under which the Remuneration Committee (the "Committee") may grant awards ("Awards") over ordinary shares in the Company ("Shares") to incentivise and retain eligible employees. The Plan will be administered by the Committee or by any sub-committee or person duly authorised by the Committee.
Any employee of the Company's group ("Group"), including the Company's executive directors ("Executive Directors"), may be selected to participate in the Plan at the Committee's discretion. However, the Company's current Executive Directors have confirmed that they do not intend to participate in the Plan.
Awards will not normally be granted to a participant under the Plan over Shares with a market value (as determined by the Committee) in excess of 200 per cent. of salary in respect of any financial year of the Company. Awards may, however, be granted in excess of this limit to an eligible employee in connection with their recruitment by way of compensating them for any awards forfeited as a result of leaving their former employer (a "Recruitment Award").
The vesting of Awards may (and, in the case of an Award to an Executive Director other than a Recruitment Award, will to the extent required by the Company's Shareholder-approved Directors' Remuneration Policy) be subject to the satisfaction of performance conditions. The Committee will determine the period over which any performance conditions are assessed.
Any performance condition may be amended in accordance with its terms or if anything happens which causes the Committee to consider it appropriate to amend the performance condition, provided that the Committee considers that any amended performance condition would not be materially less or more challenging to satisfy.
Awards which are subject to performance conditions will normally have those conditions assessed as soon as reasonably practicable after the end of the relevant performance period. The Committee will determine the extent to which the Awards will vest, taking into account the extent that any relevant performance conditions have been satisfied, the underlying performance of the Company and of the participant, and such other factors the Committee considers, in its opinion, relevant. To the extent that they vest, Awards will then normally vest on the vesting date set by the Committee at grant.
The Committee may also determine at grant that an Award is subject to an additional holding period following vesting, at the end of which Shares subject to the Award will be "released".
Awards may be satisfied using new issue Shares, treasury Shares or Shares purchased in the market. The number of Shares which may be issued to satisfy awards granted in any ten-year period under the Plan and any other employee share plan adopted by the Company may not exceed 10 per cent of the issued ordinary share capital of the Company from time to time. In addition, the number of Shares which may be issued to satisfy awards granted in any ten-year period under the Plan and any other discretionary employee share plan adopted by the Company may not exceed 5 per cent of the issued ordinary share capital of the Company from time to time.
Shares transferred out of treasury will count towards these limits so long as this is required under institutional shareholder guidelines. However, awards which are relinquished or lapse will be disregarded for the purposes of these limits.
Awards may only be granted during the 42 days beginning on: (a) the date on which the Company holds a general meeting; (b) the first business day after the announcement of the Company's results for any period; or (c) to the extent that share dealing restrictions prevent the grant of Awards in those preceding periods, the first dealing day on which such dealing restrictions are lifted.
Alternatively, Awards may be granted on any other day on which the Committee determines that exceptional circumstances exist which justify the grant of an Award.
The Committee may grant Awards as: (i) conditional awards of Shares; (ii) nil or nominal-cost options over Shares; or (iii) forfeitable awards of Shares. No payment is required for the grant of an Award. Awards structured as nil or nominal-cost options will normally be exercisable from the point of vesting (or, where an Award is subject to a holding period, the end of that holding period) until the tenth anniversary of the grant date.
Unless the Committee determines otherwise, participants will receive an amount (in cash, unless the Committee decides it will be paid fully or partly in Shares) equal to the value of any dividends which would have been paid on the Shares subject to an Award which vest by reference to record dates during the period beginning on the date on which the Award is granted and ending on the date on which the Award vests or, if there is a holding period applicable to an Award, at the end of the holding period. This amount may assume the reinvestment of dividends and exclude or include special dividends.
In certain circumstances, the Committee may at any time prior to the fifth anniversary of the date of grant of an Award (or, if an investigation into the conduct or actions of any participant or any member of the Group has started, such later date as the Committee may determine in order to allow the investigation to be completed): (a) reduce an Award (to zero if appropriate); (b) impose additional conditions on an Award; or (c) require that the participant either returns some or all of the Shares acquired under an Award or makes a cash payment to the Company in respect of the Shares delivered. The Committee may invoke these malus and clawback provisions where it considers there are exceptional circumstances such as: (a) a material misstatement in the published results of the Company, the Group or a Group member; (b) the assessment of the performance conditions relating to, or the calculation of the number of Shares subject to, the Award being based on an error or inaccurate or misleading information; (c) the participant's serious misconduct; (d) insolvency or similar corporate failure; and/or (e) serious reputational damage to the Company or another Group member.
An unvested Award will usually lapse when a participant ceases to be an employee or director of the Group.
If, however, a participant ceases to be an employee or director of the Group because of their ill health, injury, disability, retirement, redundancy, the sale of the participant's employing company or business out of the Group or in other circumstances at the discretion of the Committee (i.e. they leave as a "good leaver"), their Award will normally continue to vest on the date when it would have vested and be released from any relevant holding period on the date when it would have been released if they had not ceased to be an employee or director of the Group.
The extent to which Awards normally vest in these circumstances will be determined by the Committee, taking into account the satisfaction of any performance conditions applicable to Awards measured over the original performance period, the underlying performance of the Company and the participant and such other factors the Committee considers, in its opinion, relevant.
The Committee retains discretion, however, to allow the Award to vest (and be released) following the participant ceasing to be an employee or director of the Group, taking into account any applicable performance conditions measured up to that point or, where the participant is a "good leaver" as a result of their employing company or business being sold out of the Group, to require that the Award is exchanged for an equivalent award over shares in another company.
Unless the Committee decides otherwise, the extent to which an Award vests will also take into account the proportion of the performance period (or, in the case of an Award not subject to performance conditions, the vesting period) which has elapsed when the participant ceases to be an employee or director of the Group. The period over which a Recruitment Award will normally be time pro-rated will be determined at the time of grant and will normally replicate the approach to time pro-rating applied to the award in respect of which the Recruitment Award was granted.
If a participant dies, their Award will vest (and, in the case of an Award subject to a holding period, be released) on the date of their death on the basis set out for other "good leavers" above. Alternatively, the Committee may decide that unvested Awards will vest (and, in the case of Awards subject to a holding period, be released) on the date they would have if the participant had not died on the basis set out for other "good leavers" above.
If a participant ceases to be an employee or director of the Group during a holding period in respect of an Award for any reason other than summary dismissal, their Award will normally be released at the end of the holding period, unless the Committee determines that it should be released when the participant ceases to be an employee or director of the Group. If a participant dies during the holding period, their Award will be released on the date of death (unless the Committee decides it will be released at the end of the normal holding period).
If a participant is summarily dismissed, any outstanding Awards they hold will lapse immediately.
Awards structured as nil or nominal-cost options which do not lapse may normally be exercised to the extent vested for a period of 12 months after vesting (or, where Awards are subject to a holding period, the end of the holding period). Where nil or nominal-cost options have already vested (and, where relevant, been released) on the date the participant ceases to be an employee or director of the Group, those options may normally be exercised for a period of 12 months from the date of cessation, unless the participant is summarily dismissed, in which case their options will lapse immediately. If a participant dies, a vested (and, where relevant, released) option may normally be exercised until the first anniversary of their death.
In the event of a takeover of the Company, Awards will normally vest (and be released) early. The proportion of any unvested Awards which vest will be determined by the Committee, taking into account the extent to which any performance conditions applicable to Awards have been satisfied, the underlying performance of the Company and the participant, such other factors the Committee considers, in its opinion, relevant, and, unless the Committee determines otherwise, the proportion of the performance period, or in the case of Awards not subject to performance conditions, the vesting period, which has elapsed.
The period over which a Recruitment Award will normally be time pro-rated will be determined at the time of grant and will normally replicate the approach to time pro-rating applied to the award in respect of which the Recruitment Award was granted. Awards structured as nil or nominal-cost options may then normally be exercised for a period of one month, after which they will lapse. Alternatively, the Committee may require that Awards are exchanged for equivalent awards over shares in the acquiring company (subject to the acquiring company's consent).
If the Company is wound up or other corporate events occur such as a variation of the Company's share capital, a demerger, special dividend or other transaction which, in the Committee's opinion, would materially affect the value of Shares, the Committee may determine that Awards will vest (and be released) on the same basis as for a takeover.
If there is a variation of the Company's share capital or in the event of a demerger, special dividend or other transaction which, in the Committee's opinion, would materially affect the value of Shares, the Committee may make such adjustments to the number or class of Shares subject to Awards and/or the exercise price applicable to Awards as it considers appropriate.
The Committee may, in its discretion, decide to satisfy an Award with a cash payment equal to the market value of the Shares (less any exercise price payable in the case of an option) that the participant would have received had the Award been satisfied with Shares.
Shares delivered under the Plan will not confer any rights on the participant until that participant has received the underlying Shares. Any Shares issued will rank equally with Shares then in issue (except for rights arising by reference to a record date prior to their issue).
Awards are not transferable other than to the participant's personal representatives in the event of their death.
Benefits received under the Plan are not pensionable.
The Committee may, at any time, amend the Plan rules in any respect. However, the prior approval of the Company's Shareholders must be obtained in the case of any amendment which is made to the advantage of eligible employees and/or participants and relates to: (i) the provisions relating to eligibility; (ii) individual or overall limits; (iii) the basis for determining the entitlement to, and the terms of, Awards; (iv) the adjustments that may be made in the event of any variation to the share capital of the Company; and/or (v) the rule relating to such prior approval. There are, however, exceptions to this requirement to obtain Shareholder approval for any minor amendments to benefit the administration of the Plan, to take account of the provisions of any legislation, or to obtain or maintain favourable tax, exchange control or regulatory treatment for any participant or member of the Group.
No Awards may be granted more than ten years after the date the Plan is approved by the Company's Shareholders.

4imprint Group plc 25 Southampton Buildings London WC2A 1AL Telephone +44 (0)20 3709 9680 Email [email protected]
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