AGM Information • Mar 31, 2016
AGM Information
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Wednesday, 14 September 2016 Notice of Annual General Meeting
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK, SOLICITOR, ACCOUNTANT, FUND MANAGER OR OTHER APPROPRIATE INDEPENDENT FINANCIAL ADVISER.
If you have sold or otherwise transferred all of your shares in Pets at Home Group Plc (the "Company"), you should send this document as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.
Notice is given that the Annual General Meeting of the Company will be held at the Macdonald Manchester Hotel, London Road, Piccadilly, Manchester M1 2PG on 14 September 2016 at 11am for the following purposes and to consider, and if thought fit, to pass the following resolutions, of which resolutions 1 to 8 (inclusive) will be proposed as ordinary resolutions and resolutions 9 to 12 (inclusive) will be proposed as special resolutions.
and so that the Directors may impose any limits or restrictions and make any arrangements which they consider 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 authorities to expire at the conclusion of the Company's next Annual General Meeting after this resolution is passed or, if earlier, at the close of business on 30 September 2017, but, in each case, so that the Company may make offers or agreements before the authority expires which would or might require shares to be allotted or Rights to be granted after the authority expires, and so that the Directors may allot shares or grant Rights in pursuance of any such offer or agreement notwithstanding that the authority conferred by this resolution has expired.
For the purposes of this authority "political parties", "independent election candidates", "political organisation" and "political expenditure" have the meanings given by sections 363 to 365 of the Act. The authority conferred under this resolution shall expire at the conclusion of the Company's next Annual General Meeting after this resolution is passed or, if earlier, at the close of business on 30 September 2017.
and so that the Directors may impose any limits or restrictions and make any arrangements which they consider 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; and
(ii) to the allotment (otherwise than in the circumstances set out in paragraph (i) of this resolution) of equity securities or sale of treasury shares pursuant to the authority granted by paragraph (i) of resolution 7 up to an aggregate nominal amount of £250,000,
such power to expire at the conclusion of the Company's next Annual General Meeting after this resolution is passed or, if earlier, at the close of business on 30 September 2017, but so that the Company may make offers or agreements before the power expires which would or might require equity securities to be allotted (and/or treasury shares to be sold) after the power expires and so that the Directors may allot equity securities (and/or sell treasury shares) in pursuance of any such offer or agreement notwithstanding that the power conferred by this authority has expired.
such power to expire at the conclusion of the Company's next Annual General Meeting after this resolution is passed or, if earlier, at the close of business on 30 September 2017, but so that the Company may make offers or agreements before the power expires which would or might require equity securities (and/or treasury shares to be sold) to be allotted after the power expires and so that the Directors may allot equity securities (and/or sell treasury shares) in pursuance of any such offer or agreement notwithstanding that the power conferred by this authority has expired.
Your Board believes that each of the resolutions to be proposed at the Annual General Meeting is in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that shareholders vote in favour of all of the resolutions proposed, as the Directors intend to do in respect of their own beneficial holdings.
BY ORDER OF THE BOARD Louise Stonier Group Company Secretary Pets at Home Group Plc 22 June 2016
Registered Office: Epsom Avenue Stanley Green Trading Estate Handforth Cheshire SK9 3RN Registered in England and Wales Registered Number: 8885072
Resolutions 1 to 8 (inclusive) will be proposed as ordinary resolutions, which means that for each of those resolutions to be passed, more than half the votes cast must be cast in favour of the resolution. Resolutions 9 to 12 (inclusive) will be proposed as special resolutions, which means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be cast in favour of the resolution.
The Directors are required to lay the Company's annual accounts and the Directors' and auditor's reports on those accounts (collectively, the "Annual Report") before shareholders each year at the Annual General Meeting ("AGM").
The Directors' remuneration report (the "Directors' Remuneration Report") is presented in three sections:
The annual statement from the Chairman of the Remuneration Committee, set out on pages 88 to 89 of the 2016 Annual Report, summarises, for the year ended 31 March 2016, the major decisions taken on Directors' remuneration, any substantial changes relating to Directors' remuneration made during the year, and the context in which those changes occurred and decisions have been taken.
The annual report on remuneration, set out on pages 90 to 97 of the 2016 Annual Report, provides details of the remuneration paid to Directors in respect of the year ended 31 March 2016, including base salary, taxable benefits, short-term incentives (including percentage deferred), long-term incentives vested in the year, pension-related benefits, any other items in the nature of remuneration and any sum(s) recovered or withheld during the year in respect of amounts paid in earlier years.
The Directors' remuneration policy, set out on pages 98 to 107 of the 2016 Annual Report, provides details of the Company's policy on Directors' remuneration (including the policy on payments for loss of office), and was approved by the Company's shareholders at its 2014 AGM, held on 9 September 2014.
The Directors' Remuneration Report (other than the part containing the Directors' remuneration policy) is subject to an annual advisory shareholder vote by way of an ordinary resolution; Resolution 2 is to approve the Directors' Remuneration Report (other than the part containing the Directors' remuneration policy).
The Directors' remuneration policy is subject to a binding shareholder vote by way of an ordinary resolution, at least once every three years. The Director's remuneration policy was approved by the Company's shareholders at the 2014 AGM held on 9 September 2014 and remains valid for up to three years from that date. The Company does not wish to make any changes to the Directors' remuneration policy this year and accordingly, the policy has not been submitted for shareholder approval at the 2016 AGM.
The Board is recommending, and the shareholders are being asked to approve, the declaration of a final dividend of 5.5 pence per ordinary share for the year ended 31 March 2016. The final dividend will, subject to shareholder approval, be paid on 19 September 2016 to the holders of ordinary shares whose names are recorded on the register of members of the Company at the close of business on 19 August 2016.
In accordance with the UK Corporate Governance Code (the "Code") and the Articles, every Director will stand for re-election at the AGM. Biographical details of each Director can be found on pages 62 to 63 of the 2016 Annual Report. Over half of the Directors standing for re-election are non-executive directors whom are considered independent under the Code. Nick Wood, the Company's former Group CEO, resigned as a Director on 4th April 2016 and will not be standing for re-election at the AGM.
The Company is required to appoint an auditor at each general meeting at which accounts are laid before shareholders, to hold office until the next such meeting.
The Audit Committee has reviewed the effectiveness, performance, independence and objectivity of the existing external auditor, KPMG LLP, on behalf of the Board, and concluded that the external auditor was in all respects effective.
Further, during the 2016 financial year, a competitive tender process of audit services was completed in accordance with the requirements of The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014, made by the Competition & Markets Authority, in which KPMG LLP emerged as the Company's preferred provider of audit services.
Following its success in the competitive tender process, this resolution proposes the re-appointment of KPMG LLP as auditor of the Company until the conclusion of the next AGM.
This resolution authorises the Directors, in accordance with standard practice, to negotiate and agree the fees to be paid to the auditor. In practice, the Audit Committee will consider and approve the remuneration of the auditor on behalf of the Board.
This resolution seeks shareholder approval to grant the Directors the authority to allot shares in the Company, or to grant rights to subscribe for or convert any securities into shares in the Company ("Rights") pursuant to section 551 of the Act (the "Section 551 authority"). The authority contained in paragraph (i) of the resolution will be limited to an aggregate nominal amount of £1,666,666, being approximately one-third of the Company's issued ordinary share capital as at 22 June 2016.
In line with guidance issued by the Investment Association, paragraph (ii) of this resolution would give the Directors authority to allot shares in the Company or grant Rights in connection with a rights issue up to aggregate nominal amount of £3,333,333, representing approximately two-thirds of the Company's issued ordinary share capital as at 22 June 2016, as reduced by the aggregate nominal amount of any allotments or grants under paragraph (i) of this resolution.
The Company does not hold any shares in treasury.
If approved, the Section 551 authority shall, unless renewed, revoked or varied by the Company, expire at the end of the Company's next AGM after the resolution is passed or, if earlier, at the close of business on 30 September 2017. The exception to this is that the Directors may allot shares or grant Rights after the authority has expired in connection with an offer or agreement made or entered into before the authority expired. The Directors have no present intention to exercise the Section 551 authority.
The Company does not make, and does not intend to make, any political donations (to political parties or other political organisations) or incur political expenditure. However, the Company may from time to time make donations to animal welfare organisations, societies and charities. As the law in this area is widely drafted, it could prohibit these activities unless the Company has first obtained shareholder approval.
These resolutions seek shareholder approval to grant the Directors the power to allot equity securities of the Company pursuant to section 570 and 573 of the Act (the "Section 570 and 573 power") without first offering them to existing shareholders in proportion to their existing shareholdings.
The power in resolution 9 will be limited to allotments of shares and/or sales of treasury shares (i) for cash in connection with pre-emptive offers, subject to any arrangements that the Directors consider appropriate to deal with fractions and overseas requirements and (ii) otherwise for cash up to a maximum nominal value of £250,000, representing 5 per cent. of the Company's issued ordinary share capital as at 22 June 2016, which is in accordance with the guidelines set out in the Pre-Emption Group's Statement of Principles (as updated in May 2016) (the "Statement of Principles).
The Statement of Principles also supports, in addition to the authority granted under resolution 9, the annual disapplication of pre-emption rights in respect of allotments of shares and/or sales of treasury shares for cash pursuant to the authority given in resolution 7 in respect of transactions which the Board determines to be an acquisition or other capital investment as defined by the Statement of Principles. Accordingly, and in line with the guidelines set out in the Statement of Principles, resolution 10 is, proposed as a separate resolution, to authorise the Directors to allot shares and/or sell treasury shares, for cash up to (i) a further amount:
(i) equal to 5 per cent. of the Company's issued ordinary share capital; and (ii) to be used for transactions which the Board determines to be an acquisition or other capital investment as defined by the Statement of Principles.
When the additional 5 per cent. disapplication authority is used, the Company intends to disclose, in the announcement regarding the issue, the circumstances that have led to its use and the consultation process undertaken. In addition, where the Company undertakes a placing using the disapplication of pre-emption rights, the Company intends to publish in the next annual report:
If approved, the Section 570 and 573 power shall apply until the end of the Company's next AGM after the resolution is passed or, if earlier, until the close of business on 30 September 2017. The exception to this is that the Directors may allot equity securities after the power has expired in connection with an offer or agreement made or entered into before the power expired. The Directors have no present intention to exercise the Section 570 and 573 power.
The Directors intend to adhere to the guidelines set out in the Statement of Principles.
This resolution seeks shareholder approval to grant the Company the authority to purchase its own shares pursuant to sections 693 and 701 of the Act.
This authority will be limited to an aggregate maximum number of 50,000,000 ordinary shares, representing 10 per cent. of the Company's issued share capital as at 22 June 2016.
The maximum price which may be paid for an ordinary share will be an amount which is not more than the higher of (i) 5 per cent. above the average of the middle market quotation for an ordinary share as derived from the London Stock Exchange Plc's Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out (in each case, exclusive of expenses).
If approved, the authority shall, unless varied, revoked or renewed, expire at the end of the Company's next AGM after the resolution is passed or, if earlier, at the close of business on 30 September 2017. The Directors have no present intention of exercising all or any of the powers conferred by this resolution and will only exercise their authority if it is in the best interests of shareholders generally.
As at 22 June 2016, the Company had granted options and awards under its colleague share plans over in aggregate 15,638,788 ordinary shares (assuming full vesting and exercise). This represents 3.13 per cent. of the Company's issued share capital as at 22 June 2016. If the Company were to buy back the maximum number of ordinary shares allowed under the authority under this resolution, and then cancel those shares, the total number of options and awards would represent approximately 3.48 per cent. of the Company's issued share capital as at 22 June 2016.
This resolution seeks shareholder approval to allow the Company to continue to call general meetings (other than AGMs) on 14 clear days' notice. In accordance with the Companies (Shareholders' Rights) Regulations 2009, the notice period required for general meetings of the Company is 21 days unless shareholders approve a shorter notice period (subject to a minimum period of 14 clear days). AGMs will continue to be held on at least 21 clear days' notice.
If approved, the approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed. The Company intends to only use the shorter notice period where the flexibility would be helpful given the business of the meeting and where the Company considers it is to the advantage of shareholders as a whole.
In accordance with the Act, the Company must make a means of electronic voting available to all shareholders for that meeting in order to be able to call a general meeting on less than 21 clear days' notice.
Epsom Avenue Stanley Green Trading Estate Handforth Cheshire SK9 3RN
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