Pre-Annual General Meeting Information • Feb 16, 2017
Pre-Annual General Meeting Information
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This document is important and requires your immediate attention. 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 a stockbroker, bank manager, solicitor, accountant or other independent professional adviser duly authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your ordinary shares in Safestore Holdings plc, please pass this document together with any 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 purchaser or transferee who now holds the shares.
("the Company")
(Incorporated in England and Wales under the Companies Act 1985 with registered number 04726380)
Notice of the Annual General Meeting of the Company to be held at the offices of the Company, Brittanic House, Stirling Way, Borehamwood, Hertfordshire WD6 2BT on 22 March 2017 at 12.00 noon ("the Annual General Meeting") is set out on pages 2 to 13 of this document.
A proxy form for use at the Annual General Meeting accompanies this document. Whether or not you propose to attend the Annual General Meeting, please complete and submit the proxy form in accordance with the instructions printed on it. The proxy form must be deposited at the offices of the Registrar of the Company, Capita Asset Services, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
Alternatively, you can appoint a proxy electronically at www.capitashareportal.com or, if you hold your shares in CREST, you may appoint a proxy via the CREST electronic proxy appointment service. Notice of your appointment of a proxy should reach Capita Asset Services by no later than 12.00 noon on 20 March 2017.
The results of the meeting will be announced as soon as practicable and will appear on the Company's website, www.safestore.com.
All times shown in this document are London times unless otherwise indicated.
NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING ("the Meeting" or " the Annual General Meeting") of Safestore Holdings plc ("the Company") will be held at Brittanic House, Stirling Way, Borehamwood, Hertfordshire WD6 2BT on 22 March 2017 at 12.00 noon for the following purposes:
To consider and, if thought fit, pass the following resolutions, of which numbers 1 to 16 will be proposed as ordinary resolutions and numbers 17 to 19 will be proposed as special resolutions:
during the period beginning with the date of the passing of this resolution and ending at the conclusion of the Company's next Annual General Meeting after the date of the passing of this resolution, provided that the maximum amounts referred to in (a), (b) and (c) may comprise sums in different currencies which shall be converted at such rate as the Board may in its absolute discretion determine to be appropriate.
and this power, unless renewed, shall expire at the end of the next Annual General Meeting of the Company after the passing of this resolution but shall extend to the making, before such expiry, of an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.
By order of the Board
Company Secretary Registered office: Brittanic House Stirling Way Borehamwood Hertfordshire WD6 2BT
Dated: 16 February 2017
Completion of the proxy form or appointment of a proxy through CREST will not prevent a member from attending and voting in person.
You may submit your vote electronically at www.capitashareportal.com not later than 48 hours before the time fixed for the Meeting or adjourned meeting at which your proxy proposes to vote.
The UK Corporate Governance Code and the Company's Articles of Association require that a Director appointed during the preceding year should be subject to election at the Company's next Annual General Meeting. Accordingly, Bill Oliver and Claire Balmforth are each standing for election as a Director at the Meeting. In addition, under the Company's Articles of Association, one-third of the Directors (other than newly appointed Directors) are to retire from office and offer themselves for re-election. For the sake of good corporate governance as a FTSE 350 company, it has been decided that the entire Board (and not just one-third of the Board) will be put up for re-election and therefore Alan Lewis, Frederic Vecchioli, Andy Jones, Ian Krieger and Joanne Kenrick will stand for re-election to the Board. Keith Edelman retired as a Director on 31 December 2016 and is, therefore, not standing for re-election.
Resolutions 6–12 (inclusive) propose the election and re-election of Directors, each of which will take effect at the conclusion of the Meeting.
Resolution 13 seeks approval of the Company's future policy on Directors' remuneration. The remuneration report for quoted companies must comprise (i) an annual remuneration report which discloses how the remuneration policy was implemented in the last financial year and (ii) a forward-looking remuneration policy which sets out the Company's future policy on Directors' remuneration. In addition to the annual advisory vote on the annual remuneration report, quoted companies are required to put their Directors' remuneration policy to a binding shareholders' vote at least every three years. Once the remuneration policy comes into effect, all remuneration payments and payments for loss of office must be consistent with the Company's approved remuneration policy, or must be separately approved by shareholders. Further information on the Company's future policy on Directors' remuneration is provided in the letter from the Chairman of the Remuneration Committee in Appendix A to this Notice of Meeting
Resolution 14 seeks approval of the Safestore Long Term Incentive Plan ('LTIP'), the principal terms of which are set out in Appendix B to this Notice of Meeting. Additional context on the operation of the LTIP is provided in the letter from the Chairman of the Remuneration Committee in Appendix A to this Notice of Meeting.
Resolution 15 seeks to renew the authority granted at last year's Annual General Meeting for the Company to make political donations to political parties, to other political organisations and to independent election candidates or to incur political expenditure.
It is not the policy of the Company or its subsidiaries to make political donations of this type and the Directors have no intention of changing that policy. However, as a result of the wide definitions in the Companies Act 2006 ("the Act") of matters constituting political donations, normal expenditure (such as expenditure on organisations concerned with matters of public policy, law reform and representation of the business community) and business activities (such as communicating with the government and political parties at local, national and European level) might be construed as political expenditure or as a donation to a political party or other political organisation and fall within the restrictions of the Act.
This resolution does not purport to authorise any particular donation or expenditure but is expressed in general terms as required by the Act and is intended to authorise normal donations and expenditure. If passed, resolution 15 would allow the Company and its subsidiaries:
during the period up to the conclusion of the next Annual General Meeting of the Company whilst avoiding inadvertent infringement of the statute. Any political donation made or political expenditure incurred which is in excess of £2,000 will be disclosed in the Company's Annual Report for next year, as required by the Act. The authority will not be used to make political donations within the normal meaning of that expression.
Resolution 15 replaces a similar authority put in place at the Annual General Meeting held on 23 March 2016. No payments were made under this authority.
The resolution asks shareholders to grant the Directors authority under Section 551 of the Act to allot shares or grant such subscription or conversion rights as are contemplated by Sections 551(1)(a) and (b) respectively of the Act up to a maximum aggregate nominal value of £1,391,264, being approximately two-thirds of the nominal value of the issued ordinary share capital of the Company as at 15 February 2017. As at 15 February 2017, the Company did not hold any treasury shares. £695,632 of this authority is reserved for a fully pre-emptive rights issue. This is the maximum permitted amount under best practice corporate governance guidelines. The Directors consider it important to have the maximum ability and flexibility commensurate with good corporate governance guidelines to raise finance to enable the Company to respond to market developments and conditions. The Directors have no present intention of exercising such authority. The authority will expire at the next Annual General Meeting. The resolution replaces a similar resolution passed at the Annual General Meeting of the Company held on 23 March 2016.
If the Directors wish to allot new shares or other equity securities for cash, the Act requires that such shares or other equity securities are offered first to existing shareholders in proportion to their existing holding. The allotment of equity securities as referred to in this resolution includes the sale of any shares which the Company holds in treasury following a purchase of its own shares. Resolution 17 asks shareholders to grant the Directors authority to allot equity securities for cash up to an aggregate nominal value of £104,345 (being 5% of the Company's issued ordinary share capital as at 15 February 2017) without first offering the securities to existing shareholders. The Directors confirm that equity securities in excess of 7.5% of the Company's issued ordinary share capital will not be issued for cash on a non-pre-emptive basis over a rolling three-year period without suitable advance consultation with shareholders. The resolution also disapplies the statutory pre-emption provisions in connection with a rights issue and allows the Directors, in the case of a rights issue, to make appropriate arrangements in relation to treasury shares, fractional entitlements or other legal or practical problems which might arise.
The authority will expire at the next Annual General Meeting. The resolution replaces a similar resolution passed at the Annual General Meeting of the Company held on 23 March 2016.
Resolution 18 to be proposed at the Annual General Meeting seeks authority from shareholders for the Company to make market purchases of its own ordinary shares of 1 pence each ("Ordinary Shares"), such authority being limited to the purchase of 10% of the Ordinary Shares in issue as at 15 February 2017. The maximum price payable for the purchase by the Company of its own Ordinary Shares will be limited to the higher of 5% above the average of the middle market quotations of the Company's Ordinary Shares, as derived from the Daily Official List of the London Stock Exchange, for the five business days prior to the purchase and the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share as derived from the London Stock Exchange Trading System. The minimum price payable by the Company for the purchase of its own Ordinary Shares will be 1 pence per Ordinary Share (being the amount equal to the nominal value of an Ordinary Share). The authority to purchase the Company's own Ordinary Shares will only be exercised if the Directors consider that there is likely to be a beneficial impact on earnings per Ordinary Share and that it is in the best interests of the Company at the time. The resolution renews a similar resolution passed at the Annual General Meeting of the Company held on 23 March 2016. The Company will be able to hold the Ordinary Shares which have been repurchased as treasury shares and re-sell them for cash, cancel them or use them in connection with certain of its share schemes.
Options to subscribe for up to 1,719,432 Ordinary Shares have been granted and are outstanding as at 15 February 2017 (being the latest practicable date prior to publication of this document) representing 0.82% of the issued Ordinary Share capital at that date (excluding shares held in treasury). If the Directors were to exercise in full the power for which they are seeking authority under resolution 18, the options outstanding as at 15 February 2017 would represent 0.92% of the Ordinary Share capital (excluding shares held in treasury) in issue following such exercise.
Resolution 19 to be proposed at the Meeting seeks authority from shareholders to hold general meetings (other than Annual General Meetings) on 14 days' clear notice. This is permissible under the existing Articles of Association of the Company and the Act. However, pursuant to the EU Shareholders' Rights Directive, the Company must offer the facility, accessible to all shareholders, to vote by electronic means and must obtain specific shareholder approval annually in order to retain this ability. The Directors believe that there may be circumstances in which it will be important for the Company to be able to call meetings at such short notice. The shorter notice would not be used as a matter of course, but only where it is merited by the business of the Meeting and is thought to be to the advantage of shareholders as a whole. Accordingly, the Directors believe that it is important for the Company to retain this flexibility.
The Board of Directors considers that each of the resolutions being proposed at the Annual General Meeting are in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that shareholders vote in favour of the resolutions as they intend to do in respect of their own beneficial shareholdings.
The Company's current remuneration policy (the "Policy"), which was approved by shareholders at the 2014 AGM, is due for renewal at the 2017 AGM. In conjunction with the Chairman of the Company, members of the Committee have undertaken a detailed review of the Policy to ensure that it supports the Company's business strategy. Our opinion is that it does not. This letter sets out the key rationale and proposed changes to our Policy and incentive structure, which we believe render it more fit for purpose.
As a part of the Policy design process, our largest shareholders and key investor bodies were invited to provide feedback on the proposed Policy. I am pleased that there has been a high level of engagement from the Company's shareholders and that we have received largely supportive feedback to the proposed policy including the governance improvements and the new equity incentive. The Committee is grateful for all the feedback received and as a result have made a number of changes to the Policy as originally proposed which we have highlighted in this letter.
Since 2013, when the current team took over the management of Safestore, a significant transformation of the business has taken place which included the Company's entry into the FTSE 250 in October 2015. From 2013 to the current date, shareholders have benefitted from an increase in market capitalisation of c.200% and significant outperformance of industry benchmarks as shown in the graph below.
Other highlights in the period include:
As you will have read in our Annual Report, the Group has had a strong financial year, consolidating the improvements made to its operating performance over the last three years.
When our senior management team was appointed approximately three years ago the business was in turnaround mode. As a consequence the Committee at the time was reluctant to introduce significant reward revisions until the team had proved itself. The turnaround has now been delivered and it is therefore considered appropriate to make those revisions. The proposed scheme is designed to provide strong management incentives but only if the exceptional shareholder experience so far enjoyed continues over the next phase of the Company's development. This is particularly relevant because, as with any post turnaround phase, continuing out-performance at a comparable level becomes progressively more difficult. The Committee has at this stage also recognised the need to extend the reward system to a wider and deeper audience within the Company to facilitate management succession and create a highly motivated top and middle management cohort within the business. This, we believe, will provide shareholder comfort for the long-term custody of the business.
The Company's current Policy was drafted and approved at a time when the Company was going through a period of significant change and does not reflect the current market capitalisation of the business. In conducting the review, the Committee considered the objectives that it wants the Policy to support:
The new Policy is set out in full in the Directors' remuneration report on pages 42 to 50 of the Company's Annual Report 2016, but in summary the key changes to the Directors' remuneration policy include:
The Committee identified that key to the new Policy was the introduction of a new LTIP to replace the current equity arrangement. Since taking over the Company in September 2013, the management team has delivered a complete turn-around, increasing earnings by 78% whilst at the same time more than doubling dividends. This success has been achieved through very strong performance on the existing portfolio combined with new store developments and acquisitions at returns well above the company's weighted average cost of capital. The Board strongly believe that in order to continue this success the particular skill set, knowledge and entrepreneurial flair of the existing management team is crucial.
The new incentive construct has been designed in order to retain and motivate an exceptional management team who have delivered outstanding performance to shareholders while being sympathetic to corporate governance best practice and investor sentiment. The Committee believe that the new incentive will focus management on executing the business strategy and reward them only as long as they continue to deliver exceptional returns to shareholders over the next phase of the Company's development.
Set out below is a schematic of the new LTIP, along with key terms:
| Grant of award to individual |
Five-year performance period | ||||
|---|---|---|---|---|---|
| Total awards not to exceed 3.25% of issued share capital |
Performance conditions based on adjusted diluted EPRA EPS growth and relative TSR (industry and index) |
Vesting level determined |
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| Year 0 | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 |
| Participation | In addition to the Executive Directors, participation in the new LTIP will be extended to a larger number of employees (c.35). | |||
|---|---|---|---|---|
| Total dilution | Total awards for the new LTIP will not exceed 3.25% of the Company's issued share capital at the time that shares are issued or transferred following vesting of awards. Of this amount c.38% will be allocated for participants below Board level. When aggregated with outstanding awards granted in the last five years, total dilution levels will be less than 5%. The CEO will be granted an award over around 1% of the issued share capital (2.5m shares). |
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| Given the levels of earnings growth which need to be sustained over the next five years, the Committee believes that this is a reasonable share of the value which could be created for shareholders). |
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| Performance period and | Performance will be measured over a five-year period against three performance conditions: | |||
| conditions | — adjusted diluted EPRA EPS1 growth (2/3); |
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| — relative TSR versus FTSE 250 (excluding Investment Trusts) (1/6); and | ||||
| — relative TSR versus FTSE Real Estate Index (1/6). | ||||
| After considering a range of alternate performance measures, the Committee assessed that, for Safestore, the existing approach of growing EPS and relative TSR provides the optimum alignment of Executive and shareholder interests. Growing earnings is the simplest and most transparent metric for measuring the execution of the business strategy and as such is reflected by the 2/3 weighting. |
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| In addition, no award will vest unless a minimum level of Cash on Cash Return ("CoCR") has been achieved to ensure that earnings growth flows through into long-term sustainable value creation. |
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| Other features | Where possible the Committee has ensured that the structure is in line with best practice. This includes the use of a five-year performance period and an increase in shareholding guidelines to ten times salary for the CEO and 3.5 times salary for the CFO. |
The Committee is acutely aware of increasing incentive award levels in the current environment. However, the Committee believes that the proposed award levels are necessary to provide a meaningful incentive opportunity as a proportion of the value created for shareholders if the challenging performance measures are met in full. In determining both the overall and individual award levels the Committee spent considerable time undertaking detailed analysis and deliberation on the appropriate levels of award. Notwithstanding the external operating environment, the Committee believe that it is in the best interests of shareholders to provide levels of equity which provide a strong lock-in for an exceptional management team who are critical to future value creation.
The 3.25% overall award level will be used to provide awards to more than 35 Safestore employees, a significant increase compared to the eight who participate in the current scheme. This will ensure retention and appropriate reward for key members of the team from executive directors down to area sales managers who, under the current managements' leadership, have delivered a spectacular turnaround of the company, significantly above markets expectations in a very short period of time.
The Company did not disclose any specific performance targets in the Directors' remuneration report. This is because the Committee was still in the deliberation and consultation process over the targets at the time the report was written. The table below sets out the performance measures and targets for the five-year performance period.
| Performance measure | Weighting | Performance target | Vesting schedule (% of award) |
|---|---|---|---|
| Adjusted diluted EPRA EPS1 growth |
2/3 | Less than 5% p.a. | 0 |
| 5% p.a. | 10 | ||
| 12% p.a. | 100 | ||
| Relative TSR versus FTSE 250 (excluding investment trusts) | 1/6 | Below median | 0 |
| Median | 25 | ||
| Upper quartile | 100 | ||
| Relative TSR versus FTSE Real Estate Index | 1/6 | Below median | 0 |
| Median | 25 | ||
| Upper quartile | 100 |
1 Adjusted diluted EPRA EPS is based on the European Public Real Estate Association's definition of earnings and is defined as profit or loss for the period after tax but excluding corporate transaction costs, change in fair value of derivatives, gain/loss on investment properties and the associated tax impacts. The Company then makes further adjustments for the impact of exceptional items, IFRS 2 share-based payment charges, exceptional tax items and deferred tax charges. This adjusted earnings is divided by the diluted number of shares. The IFRS 2 cost is excluded as it is written back to distributable reserves and is a non-cash item (with the exception of the associated National Insurance element). Therefore, neither the Company's ability to distribute nor pay dividends are impacted (with the exception of the associated National Insurance element). The financial statements will disclose earnings both on an IAS, EPRA and adjusted diluted EPRA basis and will provide a full reconciliation of the differences in the financial year in which any LTIP awards may vest.
In determining the EPS range the Committee looked at multiple sources including stretch case internal business plans, analyst consensus and market practice within both the Real Estate sector and the FTSE 250. The Committee believes that to sustain 12% p.a. performance across the five-year period (76% CAGR) would be exceptional performance and deliver significant value for shareholders.
In determining the EPS range the Committee looked at multiple sources including stretch case internal business plans, analyst consensus and market practice within both the Real Estate sector and FTSE 250. The Committee believe that to sustain 12% p.a. performance across the five year period (76% CAGR) would be exceptional performance and deliver significant value for shareholders.
It should be noted that following the consultation with key shareholders on the proposed Policy, the Committee increased the EPS vesting range and introduced a CoCR underpin. The underpin will be based on the returns generated on the cost of investments and will be set as 8.0% p.a. which will be assessed at the end of the five year performance period.
Fixed levels of remuneration are highly conservative when compared against both the lower half of the FTSE 250 and real estate competitors. As part of the Committee's intention to address retention and motivational issues with the operation of the current policy the Committee also intends to honour the commitment set out in last year's annual report to increase the salary level of the CEO to a more competitive level. As such the salary of the CEO will be increased to £400,000 (7%). Any future increases are expected to be within the normal workforce range. No changes will be made to other elements of fixed remuneration such as pension.
We would like to thank those institutional shareholders and investor bodies who participated in the consultation process for their engagement. The feedback received has led to us making changes to performance conditions, the stringency of targets and pension contribution and helped to shape the final Policy.
The Committee strongly believes that the new Policy and new equity incentive construct are necessary to retain and motivate an exceptional management team which has delivered outstanding performance to shareholders and the retention of which is in the best interests of shareholders. The Policy and incentives will focus management on executing the business strategy and reward them only as long as they continue to deliver exceptional returns to shareholders over the next phase of the Company's development.
Chairman of the Remuneration Committee
The LTIP is a discretionary share plan under which the Remuneration Committee of the Board of the Company may, within certain limits and subject to any applicable performance conditions, grant awards over the Company's shares to eligible employees Awards may be granted in the form of nil cost options, conditional share awards (i.e. rights to receive shares) or awards of forfeitable shares subject to restrictions. Where the participant becomes entitled to acquire the ordinary shares, the LTIP award is said to have vested.
The operation of the LTIP in respect of the Executive Directors of the Company and other key executives of the Company and its subsidiaries (the "Group") will be overseen by the Remuneration Committee.
The LTIP is primarily intended to operate for the Executive Directors and other selected members of the Group's senior management, although, at the discretion of the Remuneration Committee, other employees may participate in the LTIP. Non-Executive Directors are not eligible to participate in the LTIP.
The LTIP may operate over new issue shares, treasury shares or shares purchased in the market. The aggregate number of Shares which may be issued or transferred pursuant to the Vesting of Awards shall not exceed 3.25% of the then issued share capital of the Company.
The maximum number of ordinary shares of the Company that may be granted to a participant under the LTIP will not exceed in aggregate 2.5 million shares, subject to any adjustment of LTIP awards to protect the interests of participants, as described in "Adjustment of LTIP awards" below.
LTIP awards will normally be granted within a 42 day period following (i) the date of approval of the LTIP by the shareholders of the Company; (ii) the day after the publication of the results of the Company for any period; (iii) any other time at which the Remuneration Committee determines there are exceptional circumstances which justify the grant of the award; or (iv) the day after the lifting of any dealing restrictions which prevented the grant of awards.
No LTIP awards may be granted more than five years after the date the LTIP is approved by shareholders of the Company.
LTIP awards may be subject to the achievement of pre-determined performance conditions or other conditions set by the Remuneration Committee at the date of grant. LTIP awards will normally vest, subject to the achievement of these conditions, five years following the date of grant or such other period as determined by the Remuneration Committee. LTIP awards granted as options will normally remain exercisable for a period determined by the Remuneration Committee at grant which shall not exceed ten years from grant.
Any performance conditions applying to LTIP awards may be varied, substituted or waived if the Remuneration Committee considers it appropriate, provided that the Remuneration Committee considers that (except in the case of waiver) the new performance conditions are not materially less or more difficult to satisfy than the original conditions.
The Board may decide, at the vesting of an LTIP award or at any time before, that the number of shares subject to the award shall be reduced (including to nil) on such basis that the Board in its discretion considers to be fair and reasonable in the following circumstances:
The malus period will be up to the date of vesting. The clawback period will be three years from the date of vesting. Clawback may be effected, among other means, by requiring the transfer of shares, payment of cash or reduction of awards.
For 'good leavers', unvested LTIP awards will ordinarily vest on the normal vesting date. The Remuneration Committee will determine the level of vesting by reference to (i) the extent any applicable performance condition has been satisfied at the end of the normal performance period and (ii) pro-rating to reflect the portion of the vesting period that has elapsed at cessation of employment, but the Remuneration Committee retains discretion to determine that an LTIP award may vest to a greater extent than so determined.
The Remuneration Committee also has the discretion to determine that unvested LTIP awards vest on cessation of employment in which case it shall determine the level of vesting by reference to (i) the extent that any applicable performance condition has been satisfied at that time and (ii) pro-rating to reflect the portion of the vesting period that had elapsed at cessation of employment, but the Remuneration Committee retains discretion to determine that an LITP award may vest to a greater extent than so determined.
A 'good leaver' is defined as a participant ceasing to be in employment with the Group by reason of death, ill-health, injury, disability, redundancy, retirement, the company employing the participant ceasing to be a member of the Group, the participant's employing business being sold out of the Group or in any other circumstances at the Remuneration Committee's discretion. LTIP options held by good leavers which have vested may be exercised for a period of six months (twelve months in the case of death) following vesting (or such longer period as the Board determines) and will otherwise lapse at the end of that period.
Anyone who is not a good leaver will be a bad leaver. Bad leavers will forfeit all LTIP awards.
Unvested LTIP awards will vest early on a change of control, scheme of arrangement or winding up. The Remuneration Committee will determine the level of vesting by reference to (i) the extent any applicable performance condition has been satisfied at that time and (ii) pro-rating to reflect the portion of the vesting period that has then elapsed, but the Committee retains discretion to determine that an LTIP award may vest to a greater extent than so determined. LTIP options which have vested may normally be exercised for a period of up to six months measured from the relevant event.
In the event of a person obtaining control of the Company, the acquiring company and the participant may agree to replace LTIP awards with equivalent new awards over shares in the acquiring company.
In the event of a demerger, distribution or any other corporate event, the Remuneration Committee may determine that LTIP awards will vest. The Committee will determine the level of vesting by reference to (i) the extent any applicable performance condition has been satisfied at that time and (ii) pro-rating to reflect the portion of the vesting period that has then elapsed, but the Committee retains discretion to determine that an LTIP award may vest to a greater than so determined. LTIP options which vest in these circumstances may be exercised during such period as the Remuneration Committee determines.
The Remuneration Committee may decide that participants will receive a payment (in cash and/or additional shares) equal in value to any dividends that would have been paid on the shares which vest under their LTIP awards by reference to the period between the time when the relevant award was granted and the time when the relevant award vested. This amount may assume the reinvestment of dividends and exclude or include special dividends or dividends in specie.
LTIP awards are not transferable other than to the participant's personal representatives in the event of the participant's death.
Any shares allotted or transferred under the LTIP will rank equally with shares then in issue (except for rights arising in reference to a record date prior to their allotment or transfer). A participant awarded forfeitable shares subject to restrictions will have the same rights as a holder of shares in issue at the time that the participant acquires the shares, except to the extent set out in the agreement with the participant relating to those shares.
Applications will be made to both the UK Listing Authority and the London Stock Exchange in order to obtain the relevant approvals for admission and to trading for new shares that are issued pursuant to the LTIP.
At its discretion, the Remuneration Committee may decide to satisfy LTIP awards with a payment in cash or shares equal to any gain that a participant would have made had the relevant award been satisfied with shares.
On a variation of the capital of the Company or in the event of a demerger, special dividend or other distribution, the number of shares subject to an LTIP award shall be adjusted in such manner as the Remuneration Committee determines to preserve the interests of participants.
The vesting and exercise of LTIP awards is conditional upon the participant paying any relevant taxes due.
Benefits received under the LTIP are not pensionable.
Amendments to the LTIP rules may be made at the discretion of the Remuneration Committee. However, the basis for determining a participant's entitlement to be granted an LTIP award and/or acquire shares, the persons to whom an award may be granted, the limitations on the total number of shares over which an award can be granted, individual participation limits and the adjustments that may be made following a variation of capital cannot be altered to the advantage of participants without prior shareholder approval, except for minor amendments to benefit the administration of the LTIP, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for the Group.
The Remuneration Committee may add to, vary or amend the LTIP rules by way of a separate schedule in order that the LTIP may operate to take account of local legislative and regulatory treatment for participants or the relevant Group company, provided that the parameters of these arrangements will provide no greater benefits than the LTIP rules as summarised above.
Note: This Appendix summarises the main features of the rules of the LTIP, but does not form part of them, and should not be taken as affecting the interpretation of the detailed terms and conditions constituting the rules. Copies of the rules will be available for inspection at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL and the registered office of the Company, Brittanic House, Stirling Way, Borehamwood, Hertfordshire WD6 2BT, during usual business hours on any weekday (public holidays excluded) from the date of this Notice until the conclusion of the Meeting and will be available for inspection at the place of the Meeting for at least 15 minutes prior to and during the Meeting. Directors reserve the right, up to the time of the Meeting, to make such amendments and additions to the rules of the LTIP as they consider necessary or desirable, provided that such amendments and additions do not conflict in any material respect with the summary set out in this Appendix B to this Notice Meeting.
I/We the undersigned, being (a) holder(s) of ordinary shares of 1 pence each of the capital of Safestore Holdings plc ("the Company"), hereby appoint the duly appointed Chairman of the meeting (see note 1 below) or
to act as my/our proxy at the Annual General Meeting of the Company to be held at 12.00 noon on 22 March 2017 at Brittanic House, Stirling Way, Borehamwood, Hertfordshire WD6 2BT and at any adjournment thereof and to vote on my/our behalf as directed below.
Please tick here if this proxy appointment is one of multiple appointments being made.
Please indicate with an "X" in the spaces provided below how you wish your votes to be cast on a poll. Should this card be returned duly signed, but without specific direction, the proxy will vote or abstain at his/her discretion.
| Ordinary resolutions | Against | Vote withheld | |
|---|---|---|---|
| 1. To receive and adopt the Annual Report and Financial Statements for the year ended 31 October 2016 |
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| 2. To approve the Directors' remuneration report (other than the part containing the Directors' remuneration policy) for the year ended 31 October 2016 |
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| 3. To re-appoint Deloitte LLP as auditor |
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| 4. To authorise the Directors to determine the auditor's remuneration |
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| 5. To declare a final dividend of 8.05 pence per ordinary share for the year ended 31 October 2016 |
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| 6. To re-elect Alan Lewis as a Director of the Company |
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| 7. To re-elect Frederic Vecchioli as a Director of the Company |
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| 8. To re-elect Andy Jones as a Director of the Company |
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| 9. To re-elect Ian Krieger as a Director of the Company |
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| 10. To re-elect Joanne Kenrick as a Director of the Company | |||
| 11. To elect Claire Balmforth as a Director | |||
| 12. To elect Bill Oliver as a Director | |||
| 13. To approve the Directors' remuneration policy | |||
| 14. To approve the Company's Long Term Incentive Plan ("LTIP") | |||
| 15. To authorise political donations and political expenditure | |||
| 16. To authorise the Directors to allot shares subject to the restrictions set out in the resolution | |||
| Special resolutions | |||
| 17. To authorise the disapplication of pre-emption rights subject to the limits set out in the resolution | |||
| 18. To authorise market purchases of ordinary shares up to a specified amount set out in the resolution | |||
| 19. To reduce the notice period for general meetings other than Annual General Meetings |
Unless otherwise instructed, the proxy may vote as he/she thinks fit or abstain from voting in respect of the resolutions specified and also on any other business (including amendments to resolutions) that may properly come before the meeting.
| Signature | Dated | |
|---|---|---|
| Full name of registered holder(s) | ||
| Address | ||
| Postcode |
Please return this proxy form to Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU so as to arrive by 12.00 noon on 20 March 2017.
As an alternative to completing your hard-copy proxy form, you can appoint a proxy electronically at www.capitashareportal.com.
For an electronic proxy appointment to be valid, your appointment must be received by no later than 12.00 noon on 20 March 2017. You will be asked to enter the investor code shown on your share certificate or dividend tax voucher and agree to certain terms and conditions.
If you hold your shares in uncertificated form, you may appoint a proxy using the CREST electronic proxy appointment service, details of which are set out in notes vi, vii and viii to the Notice of Annual General Meeting.
A member of the Company may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to different shares. When two or more valid but differing appointments of proxy are delivered or received for the same share for use at the same meeting, the one which is last validly delivered or received (regardless of its date or the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which appointment was last validly delivered or received, none of them shall be treated as valid in respect of that share. To appoint more than one proxy, you should contact Capita Asset Services at the address stated in the information included with this proxy form.
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