AGM Information • May 18, 2015
AGM Information
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If you are in any doubt as to the action you should take, please take advice immediately from an independent financial adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your shares, please send this document, together with the accompanying documents at once 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.
To be valid for use at the Annual General Meeting, the accompanying Form of Proxy must be completed, signed and returned in accordance with the instructions printed on it, to EVRAZ plc's registrars, Computershare Investor Services PLC, at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY so as to be received as soon as possible but in any event not later than 11 a.m. on 16 June 2015.
Notice is hereby given that the Annual General Meeting of EVRAZ plc (the "Company") will be held at Chelsea Football Club (Stamford Bridge, Fulham Road, London, SW6 1HS) on 18 June 2015 at 11 a.m. (London time) for the transaction of the following business.
Resolutions 1 to 15 will be proposed as ordinary resolutions. Resolutions 16 to 18 will be proposed as special resolutions.
1 To receive the report of the Directors and the accounts for the Company for the year ended 31 December 2014.
2 To approve the Annual Remuneration Report section of the Directors' Remuneration Report for the year ended 31 December 2014.
13 To re-appoint Ernst & Young LLP as auditors of the Company to hold office from the conclusion of this AGM until the conclusion of the next AGM at which accounts are laid before the Company.
14 To authorise the Directors to fix the remuneration of the auditors.
such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the 2006 Act and to expire at the end of the next Annual General Meeting or on 30 June 2016, whichever is the earlier, but in each case so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority ends.
For the purposes of this Resolution, "rights issue" means an offer to:
to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.
as if Section 561(1) of the 2006 Act did not apply to any such allotment;
such power to expire at the end of the Company's next Annual General Meeting or on 30 June 2016, whichever is the earlier but so that the Company may make offers and enter into agreements during this period which would, or might, require equity securities to be allotted after the power ends.
For the purposes of this Resolution:
(B) "pre-emptive offer" means an offer of equity securities open for acceptance for a period fixed by the Directors to (a) holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings and (b) other persons so entitled by virtue of the rights attaching to any other equity securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;
(C) references to an allotment of equity securities shall include a sale of treasury shares; and
18 That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.
TMF Corporate Administration Services Limited Company Secretary
15 May 2015
Registered in England and Wales No. 7784342 Registered Office: 5th Floor 6 St Andrew Street London EC4A 3AE
The notes on the following pages give an explanation of the proposed Resolutions.
Resolutions 1 to 15 are proposed as ordinary resolutions. For each of these Resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 16 to 18 are proposed as special resolutions. For each of these Resolutions to be passed, at least three-quarters of the votes cast must be in favour of the Resolution.
The first item of business is the receipt by the shareholders of the report of the Directors and the accounts of the Company for the year ended 31 December 2014. The report of the Directors, the accounts and the report of the Company's auditors on the accounts and on those parts of the Directors' Remuneration Report that are capable of being audited are contained within the Annual Report.
Following changes made to the 2006 Act, at the 2014 AGM Shareholders were asked to approve both the Remuneration Policy Report and the Annual Remuneration Report sections of the Directors' Remuneration Report. These two resolutions were duly passed. The 2006 Act requires that the Remuneration Policy Report be put to a binding vote by ordinary resolution at least every three years or sooner if there are changes required to the Remuneration Policy. As there are no changes proposed to the Remuneration Policy, Shareholders are being asked to approve the Annual Remuneration Report section of the Directors' Remuneration Report only, which is set out on pages 94 to 98 of the Annual Report and Accounts 2014.
The Company's Articles of Association require any director newly appointed to the Board to retire at the first annual general meeting following their appointment. Deborah Gudgeon, who was appointed to the Board as an independent non- executive director on 31 March 2015, will be seeking election as a director. Ms. Gudgeon is a qualified chartered accountant with over 30 years' experience. Ms. Gudgeon started her career in 1983 as an accountant with Coopers and Lybrand and in 1987 and became a senior accountant for Salomon Brothers International. From 1987 to 1995 Ms. Gudgeon served as a Finance Executive at Lonrho PLC and was appointed a member of the Finance Committee in March 1993. From 1995 to 1998 Ms. Gudgeon served as a director for Halstead Services Limited and from 1998 to 2003 she served as a director of Deloitte, specializing in corporate finance. From 2003 to 2009 Ms. Gudgeon served as a founder director of the Special Situations Advisory team for BDO LLP, providing integrated advice on corporate finance, restructuring, debt and performance improvement. Since 2011, Ms. Gudgeon has served as managing director of Gazelle Corporate Finance Limited.
In accordance with the Company's Articles of Association and Provision B.7.1 of the UK Corporate Governance Code, all directors of the Company are required to submit themselves to annual re-election by Shareholders. Separate Resolutions are proposed for each of these re-elections. Terry Robinson has given notice to the Company that he will step down at the conclusion of the Annual General Meeting and will not put himself forward for reelection.
Biographical details of each of the Directors, who are seeking re-election, appear on pages 70 to 71 of the Company's Annual Report 2014 and details of the Committees of which they are members are detailed on pages 78 to 98 of the Company's Annual Report 2014. The Board believes that each Director standing for election or reelection brings considerable and wide ranging skills and experience to the Board as a whole. The Board considers, following a formal external performance evaluation (as referred to on page 75 of the Company's Annual Report 2014), that each Director continues to make an effective and valuable contribution to the deliberations of the Board and demonstrates commitment to the role.
Under the Listing Rules, Lanebrook Limited is classed as a 'controlling shareholder' of the Company. This means that the independent non-executive Directors of the Company must be elected or re-elected by a majority of the votes cast by the Independent Shareholders of the Company, as well as by a majority of votes cast by all Shareholders. Therefore, the resolutions relating to the election or re-election of the independent non-executive Directors (Resolutions 3, 5, 7, 8 and 9) will be taken on a poll and the votes cast by the Independent Shareholders and by all Shareholders will be calculated separately. Such resolutions will be passed only if a majority of the votes
stronger cast by Independent Shareholders are in favour, in addition to a majority of the votes cast by all Shareholders being in favour.
None of the independent non-executive Directors seeking election or re-election at the Annual General Meeting has any existing or previous relationship, transaction or arrangement with the Company, its Directors, any controlling shareholder of the Company or any associate of a controlling shareholder of the Company within the meaning of Listing Rule 13.8.17R (1). As stated on pages 70 and 71 of the 2014 Annual Report, Duncan Baxter is also a Non-Executive Director of Highland Gold Mining Ltd while Eugene Shvidler, Olga Pokrovskaya and Terry Robinson are also members of the Board of Directors of the same company.
The Board carries out a review of the independence of its Directors on an annual basis. In considering the independence of the independent non-executive Directors proposed for election and re-election, the Board has taken into consideration the guidance provided by the UK Corporate Governance Code. Accordingly, the Board considers Sir Michael Peat, Karl Gruber, Duncan Baxter, Alexander Izosimov and Deborah Gudgeon to be independent in accordance with Provision B.1.1 of the UK Corporate Governance Code.
When recruiting independent non-executive Directors, the Nominations Committee evaluates the particular skills, knowledge, independence, experience and diversity, including gender, that would benefit and balance the Board most appropriately for each appointment. The Nominations Committee is responsible for identifying and recommending, for the approval of the Board, candidates to fill Board vacancies. The Nominations Committee may consult with external consultants, advisers and Board members on prospective Board appointments.
The auditors of a company must be appointed or re-appointed at each general meeting at which the accounts are laid. Resolution 13 proposes, on the recommendation of the Audit Committee, the appointment of Ernst & Young LLP as the Company's auditors, until the conclusion of the next general meeting of the Company at which accounts are laid.
This Resolution seeks shareholder consent for the Directors of the Company to set the remuneration of the Auditors, on the recommendation of the Audit Committee.
The purpose of Resolution 15 is to renew the Directors' power to allot shares.
The authority in paragraph (a) will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares up to approximately one third of the total issued ordinary share capital of the Company (exclusive of treasury shares) which as at 12 May 2015 is equivalent to a nominal value of US\$466,022,928.
The authority in paragraph (b) will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares only in connection with a rights issue up to a further nominal value of US\$466,022,928, which is equivalent to approximately one third of the total issued ordinary share capital of the Company (exclusive of treasury shares) as at 12 May 2015. This is in line with corporate governance guidelines.
As at 12 May 2015, the Company held 108,458,508 treasury shares.
There are no present plans to undertake a rights issue or to allot new shares other than in connection with employee share and incentive plans. The Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities as they arise.
If the Resolution is passed the authority will expire on the earlier of 30 June 2016 and the end of the Annual General Meeting in 2016.
If the Directors wish to allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme), company law requires that these shares are offered first to shareholders in proportion to their existing holdings.
The purpose of paragraph (a) of Resolution 16 is to authorise the Directors to allot new shares pursuant to the authority given by paragraph (a) of Resolution 15, or sell treasury shares, for cash (i) in connection with a pre-emptive offer or rights issue or (ii) otherwise up to a nominal value of US\$139,806,878, equivalent to approximately 10% of the total issued ordinary share capital of the Company as at 12 May 2015, in each case without the shares first being offered to existing shareholders in proportion to their existing holdings.
The purpose of paragraph (b) of Resolution 16 is to authorise the Directors to allot new shares pursuant to the authority given by paragraph (b) of Resolution 15, or sell treasury shares, for cash in connection with a rights issue without the shares first being offered to existing shareholders in proportion to their existing holdings. This is in line with corporate governance guidelines.
The Board considers the authority in Resolution 16 to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a pre-emptive offer or rights issue without the need to comply with the strict requirements of the statutory pre-emption provisions.
The figure of 10% (increased from 5% last year) reflects the Pre-Emption Group 2015 Statement of Principles for the disapplication of pre-emption rights (the "Statement of Principles"). The Directors will have due regard to the Statement of Principles in relation to any exercise of this power, in particular (1) as regards the first 5%, to the requirement for advance consultation and explanation before making any non-pre-emptive cash issue pursuant to this resolution which exceeds 7.5% of the Company's issued share capital in any rolling three year period; and (2) as regards the second 5%, the Directors confirm that they intend to use this power only in connection with an acquisition or specified capital investment (within the meaning of the Statement of Principles from time to time) which is announced contemporaneously with the issue, or which has taken place in the preceding six month period and is disclosed in the announcement of the issue.
The effect of Resolution 17 is to renew the authority granted to the Company to purchase its own ordinary shares, up to a maximum of 139,806,878 ordinary shares, until the Annual General Meeting in 2016 or 30 June 2016 whichever is the earlier. This represents 10 per cent. of the ordinary shares in issue as at 12 May 2015 (excluding shares held in treasury) and the Company's exercise of this authority is subject to the stated upper and lower limits on the price payable.
Pursuant to the Companies Act 2006, the Company can hold the ordinary shares which have been repurchased itself as treasury shares and either resell them for cash, cancel them, either immediately or at a point in the future, or use them for the purposes of its employee share schemes. The Directors believe that it is desirable for the Company to have this choice and therefore intend to hold any ordinary shares purchased under this authority as treasury shares. Holding the repurchased ordinary shares as treasury shares will give the Company the ability to re-sell or transfer them in the future, and so provide the Company with additional flexibility in the management of its capital base. No dividends will be paid on, and no voting rights will be exercised in respect of, treasury shares.
Ordinary shares will only be repurchased for use for the purposes of employee share schemes, or if the directors consider such purchases to be in the best interests of shareholders generally and that they can be expected to result in an increase in earnings per share. The authority will only be used after careful consideration, taking into account market conditions prevailing at the time, other investment opportunities, appropriate gearing levels and the overall financial position of the Company. Ordinary shares held as treasury shares will not automatically be cancelled and will not be taken into account in future calculations of earnings per share (unless they are subsequently resold or transferred out of treasury).
As at 12 May 2015 (being the latest practicable date prior to the publication of this Notice), there were 36,554,032 outstanding share-based awards or options granted under all incentive plans operated by the Company, which if exercised would represent 2.6146% of the issued share capital of the Company (excluding shares held in treasury).
Under the Companies Act 2006, as amended, the notice period required for all general meetings of the Company is 21 days, though shareholders can approve a shorter notice period for general meetings that are not AGMs, which cannot however be less than 14 clear days. AGMs will continue to be held on at least 21 clear days' notice. The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole.
In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com/CREST). The message (regardless of whether it constitutes the appointment of a proxy or 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 Computershare Investor Services PLC (ID 3RA50) by the latest time(s) for receipt of proxy appointments specified in Note 3 above. 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 him by other means.
CREST members (and, where applicable, their CREST sponsors or voting service providers) should note that Euroclear 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, to procure that his CREST sponsor or voting service provider takes) 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.
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