Pre-Annual General Meeting Information • Apr 9, 2014
Pre-Annual General Meeting Information
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If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or transferred all of your shares in TClarke plc, please forward this document, together with the accompanying documents, as soon as possible either 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.
On exiting the station follow St Martin Le-Grand north towards Aldersgate Street and the Museum of London. When you arrive at the Museum of London roundabout the venue is located on the left. Look for the circular artwork in the window and go through the revolving doors.
On exiting the station turn right on to Aldersgate Street. Follow Aldersgate Street south towards London Wall and the Museum of London. As you arrive at the roundabout for Museum of London the venue is on the right. Cross over the zebra crossing and look for the circular artwork in the window and go through the revolving doors to reception.
Aldersgate is located near Moorgate and Farringdon railway stations, and is around a 10 minute walk from both.
The closest bus stop is at the Museum of London and is served directly by the number 4 and 56. Other services also serve Barbican and St Pauls and the venue is a short walk from both these locations.
The nearest 'Boris Bike' docking stations are located directly outside 200 Aldersgate and adjacent to the Museum of London.
The closest car park is located next to the venue at 158-170 Aldersgate Street. Visit www.ncp.co.uk for more details.
3rd April 2014
Dear Shareholder,
It is with pleasure that I hereby send you the Notice of this year's Annual General Meeting ('AGM') for shareholders of TClarke plc ('the Company') which will be held at 200 Aldersgate, St Paul's, London EC1A 4HD at 10am on Friday 9th May 2014.
The AGM is an important opportunity for all shareholders to express their views by raising questions and voting and we therefore encourage you to attend.
If you would like to vote on the resolutions, but cannot attend the AGM, please fill in the proxy form sent to you with this notice and return it to Capita Asset Services as soon as possible. The proxy form must be received by 10am on Wednesday 7th May 2014 in order to count towards the vote.
Shareholders are being asked to approve a final dividend of 2.10p per ordinary share for the year ended 31st December 2013. Subject to shareholder approval the final dividend will be paid on 16th May 2014 to shareholders who were on the register of members on 16th April 2014.
As has been previously announced, after a 16 year association with the Company I will be standing down as Chairman and as a director of TClarke plc at the close of the Annual General Meeting, and will not be offering myself for re-election. It is the Board's intention that David Henderson, who was appointed to the Board on 1st January 2014 and will be offering himself for election for the first time at the Annual General Meeting, will assume the Chairmanship after the Annual General Meeting. I wish him every success in his new role and trust that you will give him your full support.
The directors of the Company consider that all the proposals to be considered at the Annual General Meeting are in the best interests of the Company and its members as a whole and that they are most likely to promote the success of the Company for the benefit of its members 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 holdings.
Yours sincerely
Russell Race Chairman
TClarke plc Registered and Head Office: 45 Moorfields London EC2Y 9AE
Telephone: 020 7997 7400 Website: www.tclarke.co.uk Email: [email protected] Registered in England No. 119351
Notice is hereby given that the Annual General Meeting ("AGM") of TClarke plc ("the Company") will be held at:
You will be asked to consider and vote on the resolutions below. Resolutions 1 to 10 will be proposed as ordinary resolutions and resolutions 11 to 12 will be proposed as special resolutions.
New regulations came into force on 1st October 2013 which require the Company to offer shareholders a binding vote on the Company's forward-looking remuneration policy at least every three years. The Remuneration Policy is set out on pages 48 to 52 of Annual Report and Financial Statements 2013. The policy sets out the Company's future policy on directors' remuneration, including the setting of directors' basic pay, benefits, bonuses and long term incentives. Details on how the policy will be applied in practice for 2014 are set out in the Annual Report on Remuneration on pages 53 to 54 of the Annual Report and Financial Statements. If resolution 2 is approved the effective date of the policy will be 9th May 2014. Payments will continue to be paid to directors in line with existing contractual arrangements until that date. The policy remains consistent with that operated during the year ended 31st December 2013.
If the directors' remuneration policy is approved, all payments by the Company to the directors and any former directors (in their capacity as directors) will be made in accordance with the policy (unless a payment has separately been approved by a shareholder resolution). If the remuneration policy is approved and remains unchanged it will be valid for up to three financial years without new shareholder approval being required. If the Company wishes to change the Remuneration Policy it will need to put the revised policy to a vote again before it could be implemented.
3. That the Annual Statement by the Chair of the Remuneration Committee and the Annual Report on Remuneration for the year ended 31st December 2013 set out on pages 47 and 53 to 58 of the Annual Report and Financial Statements 2013 be approved.
Resolution 3 seeks shareholder approval for the Annual Statement by the Chair of the Remuneration Committee on page 47 of the Annual Report and Financial Statements and the Annual Report on Remuneration on pages 53 to 58 of the Annual Report and Financial Statements. The Annual Report on Remuneration provides details of the implementation of the Company's current remuneration policy in terms of the payments and share awards made to the directors in connection with their performance and that of the Company during the year ended 31st December 2013. This vote is advisory and will not affect the way in which the policy has been implemented.
Mrs. B.A. Stewart has a degree in building economics and qualified as a Chartered Surveyor in 1988. She joined a national multi-disciplinary practice and became a partner before forming a new partnership, which she owns, in 1993. This practice provides building services, cost planning and asset management consultancy and has been involved in many high profile contracts. Mrs. Stewart was appointed as a non-executive director of TClarke in 2005.
The Board has conducted a performance evaluation for Mrs. Stewart. Her performance continues to be effective while demonstrating commitment to the role.
Mr. M. Lawrence joined TClarke plc as an electrical apprentice in 1985 and qualified as an electrical engineer in 1989. He was made technical director in 1997 and was appointed an executive director in 2003 and managing director (London operations) in 2007, and was appointed Chief Executive of the group from 1st January 2010.
The Board has conducted a performance evaluation for Mr Lawrence. His performance continues to be effective while demonstrating commitment to the role.
7. That Mr. D. Henderson is elected as non-executive director in accordance with article number one hundred and six of the Company's articles of association.
Mr D. Henderson is a qualified Chartered Accountant. He began his career specialising in personal tax and UK trusts and he has since held a number of senior roles with a range of companies in the financial services industry.
He joined the Board of Kleinwort Benson Group plc as Personnel Director in 1995. David was then appointed as Chief Executive of its private banking business in 1997. He subsequently moved to become Chairman in 2004 and remains a member of its Advisory Board.
From 2005 until 2010 he was a Director at the Association of Private Client Investment Managers (APCIMS). Between 2010 and 2012 he was a Director and Chairman of the Remuneration Committee at Cenkos Securities plc and between 2011 and 2013 a Senior Independent Director and Chairman of Audit Committee at Healthcare Locums plc.
David is currently a Non-Executive Director at a number of quoted and private companies, including Novae Group plc, Majedie Investments plc, Alder Investment Management, COIF Charity Funds and MM & K Limited.
The Board considers that Mr D. Henderson has wide ranging experience and business acumen that will benefit the Company. The Board has undertaken a due diligence exercise and concluded that Mr. Henderson is free from any relationship with the executive management of TClarke plc that could materially interfere with the exercise of his independent judgement. Having satisfied itself of Mr. Henderson's independence, the Board recommends his election as non-executive director.
Section 551 of the Companies Act 2006 provides that the directors of a company cannot issue new shares in its capital without the approval of the shareholders. Accordingly, the purpose of this resolution is to give the directors of the Company authority to issue new shares in the capital of the Company up to a maximum amount of £859,833 (being the lower of the unissued share capital and 30% of the issued share capital) which is approximately equivalent to 20% of the issued ordinary share capital of the Company as at 3rd April 2014. This resolution will allow the directors of the Company flexibility to act in the best interests of the Company and its shareholders by issuing new shares in appropriate circumstances, although the directors have no present intention to exercise the authority. The number of treasury shares held by the Company as at the date of this notice is nil. The directors intend to seek renewal of the authority and powers set out in resolution 10 at each AGM.
The power granted by this resolution shall expire at the close of the next annual general meeting of the Company save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted in pursuance of such offer or agreement as if the power conferred hereby had not expired and further provided that this power shall be in substitution for any previous power granted to the directors; provided that Sections 560 and 574 of the Companies Act 2006 apply for the interpretation of this resolution.
If shares are to be allotted by the Company, Section 561 of the Companies Act 2006 requires that except to the extent disapplied by shareholders, those shares be offered first to existing shareholders in proportion to their shareholdings. However it may sometimes be in the interest of the Company for the directors to have greater flexibility.
This resolution would allow the directors to allot shares by way of a rights issue or bonus or capitalisation issue and further to allot shares up to an aggregate nominal value of £207,008 being 5% of the Company's issued share capital as at the date of this notice. The authorities sought and the limit set by this resolution will also apply to any sale or transfer of treasury shares. The directors consider it prudent to have the flexibility to buy back shares into treasury and to be able to subsequently sell or transfer them if appropriate. This will enable them to act on short notice in appropriate circumstances should that be in the best interest of the Company. The directors intend to seek renewal of the authority and powers set out in resolution 11 at each AGM.
(e) the Company may make a contract for the purchase of Ordinary Shares under this authority before the expiry of this authority which would or might require to be executed wholly or partly after the expiry of such authority, and may make purchases of Ordinary Shares in pursuance of such a contract as if such authority had not expired.
This resolution seeks authority for the Company to buy back its own shares in a manner consistent with the Articles of Association.
This resolution would be limited to 4,140,167 shares representing 10% of the Company's issued share capital. The minimum and maximum prices to be paid for the shares are stated in the resolution. Any shares purchased in this way may be cancelled and the number of shares in issue would be reduced accordingly, or they may be held as treasury shares, which may then be cancelled, sold for cash or used to meet the Company's obligations under any Employees' Share Schemes from time to time. The directors consider it prudent to have the flexibility to buy back shares into treasury and to be able to subsequently sell or transfer them if appropriate, if the transaction were to increase the earnings per share and be in the best interests of shareholders generally. The purchase of shares by the Company under this authority would be effected by purchase in the market. It should not be confused with any share dealing facilities that may be offered to shareholders by the Company from time to time. The directors intend to seek renewal of the authority and powers set out in resolution 12 at each AGM.
By order of the Board
Company Secretary TClarke plc 45 Moorfileds London EC2Y 9AE 3rd April 2014
shall be entitled to attend and vote at the AGM.
A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the AGM.
To appoint a proxy using the proxy form, the form must be:
In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
In order for a proxy appointment made by means of CREST 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 must be transmitted so as to be received by the issuer's agent (ID - RA10) by Wednesday 7th May 2014 at 10am. 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.
After this time, any change of instructions to a proxy appointed through CREST should be communicated to the proxy by other means. For further information on CREST procedures, limitations and systems timings, please refer to the CREST Manual. In all cases, for a proxy form to be valid, the CREST Voting Service information must be received by the Company's registrars no later than 48 hours before the time appointed for the holding of the AGM.
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 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.
Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Capita Asset Services at PXS1, 34 Beckenham Road, Beckenham, Kent, BR3 4ZF. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
The revocation notice must be received by Capita Asset Services no later than 10am on 7th May 2014.
If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.
Appointment of a proxy does not preclude you from attending the AGM and voting in person. If you have appointed a proxy and attend the AGM in person, your proxy appointment will automatically be terminated.
the Company must publish on its website, a statement setting out any matter that such members propose to raise at the AGM relating to the audit of the Company's accounts (including the auditors' report and the conduct of the audit) that are to be laid before the AGM.
Where the Company is required to publish such a statement on its website:
A member wishing to request publication of such a statement on the Company's website must send the request to the Company using one of the following methods:
Whichever form of communication is chosen, the request must:
You may have a right under an agreement between you and the member of the Company who has nominated you to have information rights (Relevant Member) to be appointed or to have someone else appointed as a proxy for the AGM.
If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Member to give instructions to the Relevant Member as to the exercise of voting rights.
Your main point of contact in terms of your investment in the Company remains the Relevant Member (or, perhaps, your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from you.
copies of the service contracts of executive directors of the Company;
copies of the letters of appointment of the non-executive directors of the Company; and
You may not use any electronic address provided either:
to communicate with the Company for any purposes other than those expressly stated.
TClarke plc 45 Moorfields London EC2Y 9AE 020 7997 7400 www.tclarke.co.uk
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