AGM Information • Aug 20, 2018
AGM Information
Open in ViewerOpens in native device viewer
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 consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 immediately.
If you have sold or otherwise transferred all of your shares in IG Group Holdings plc, please send this document, together with the accompanying documents, at once to the purchaser or transferee, or to the stockbroker, bank or other agent who arranged the sale or transfer for you, for transmission to the purchaser or transferee.
IG Group Holdings plc (Incorporated in England and Wales with registered number 04677092)
NOTICE OF THE 2018 ANNUAL GENERAL MEETING AND A LETTER FROM YOUR CHAIRMAN, INCLUDING AN EXPLANATION OF THE BUSINESS TO BE CONDUCTED AT THAT MEETING, WHICH IS TO BE HELD ON THURSDAY 20 SEPTEMBER 2018 AT 10.30 AM AT THE OFFICES OF IG GROUP HOLDINGS PLC, LOCATED AT CANNON BRIDGE HOUSE, 25 DOWGATE HILL, LONDON, EC4R 2YA IS SET OUT ON PAGES 2 TO 10 OF THIS DOCUMENT.
Whether or not you propose to attend the Annual General Meeting, please complete and submit the enclosed Form of Proxy in accordance with the instructions printed on it. The Form of Proxy must be completed, signed and returned to reach the Company's Registrars by no later than 10.30 am on Tuesday 18 September 2018. Completion and return of a Form of Proxy will not prevent members from attending and voting in person should they wish to do so.
(Incorporated in England and Wales with registered number 04677092)
Andy Green (Chairman) Cannon Bridge House Peter Hetherington (Chief Executive Officer) 25 Dowgate Hill Paul Mainwaring (Chief Financial Officer) London Malcolm Le May (Senior Independent Director) EC4R 2YA June Felix Stephen Hill Jim Newman Samantha Tymms Bridget Messer (Chief Commercial Officer) Jon Noble (Chief Information Officer)
Directors: Registered Office:
7 August 2018
Dear Shareholder
I am writing to inform you that the Annual General Meeting ('AGM') of the Company will be held at the Company's offices located at Cannon Bridge House, 25 Dowgate Hill, London, EC4R 2YA, on Thursday 20 September 2018 at 10:30 am. The formal notice of the AGM and the resolutions to be proposed are set out on pages 8 to 10 of this document.
The notes on the following pages give an explanation of the proposed resolutions. Resolutions 1 to 16 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 17 to 20 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.
The Directors present to the Shareholders at the AGM the Annual Report and Accounts for the year ended 31 May 2018, together with the Directors' and Auditors' reports on the Annual Report and Accounts.
Shareholders will be asked to receive and approve as an ordinary resolution the Directors' Remuneration Report for the year ended 31 May 2018. The Directors' Remuneration Report is set out in full on pages 60 to 79 of the Annual Report and Accounts and sets out the pay and benefits received by each of the Directors during the year ended 31 May 2018. This vote is advisory and therefore will not affect the remuneration or benefits received by any Director.
A final dividend of 33.51 pence per ordinary share is recommended by the Directors for payment to Shareholders on the Register of Members at the close of business on 28 September 2018. Subject to the approval of shareholders at the AGM, this dividend will be paid on 26 October 2018.
The UK Corporate Governance Code recommends that all Directors of FTSE 350 companies should be subject to annual re-appointment by shareholders. In accordance with this, all of the Directors other than those appointed since the last AGM will submit themselves for re-election by shareholders at the forthcoming AGM.
Having considered the performance of and contribution made by each of the Directors standing for re-election, the Board remains satisfied that each of the relevant Directors performs effectively and demonstrates full commitment to their individual role, including the appropriate commitment of time for Board and Committee meetings and other duties required.
Each Director will be offered for re-election by separate resolution (Resolutions 4 to 11). The biographical details of each of the Directors standing for re-election are as follows:
Andy has significant board experience including within major listed companies. Andy is Senior Independent Non-Executive Director of Avanti Communications Group plc and was recently appointed as a Non-Executive Director of Link Administration Holdings Ltd.
Andy holds a number of other roles in not for profit organisations across the IT, Space and Charitable sectors including chairing Digital Catapult. He is president of UK Space and Chair of the Space Leadership Council and is a Commissioner at the UK National Infrastructure Commission. In addition, Andy is Vice Chairman of the Disaster Emergency Committee which focuses on emergency aid relief and is a Trustee of the World Wildlife Fund.
Andy's other current roles enable him to bring to the Board a wide perspective on technology and digital development whilst in no way impacting his ability to devote sufficient time to his role as Chairman of IG.
Andy has previously served as Group Chief Executive of Logica plc, as CEO of Group Strategy and Operations at BT Group, as a board member of the CBI and as Senior Independent Non-Executive Director of ARM Holdings plc.
Peter has spent his whole career with IG having joined as a graduate trainee in 1994. In 1999 he was appointed Head of Financial Dealing, and in 2003, he joined the Board following his appointment as Chief Operating Officer (COO) where he was responsible for IT as IG developed its online offering. His COO role developed to encompass the leadership of the sales and marketing functions.
Peter was appointed Interim Chief Executive Officer in October 2015 and following an extensive search was appointed Chief Executive Officer in December 2015.
Peter graduated from Nottingham University with a degree in economics, and from the London Business School with a Masters in Finance. Peter served as an officer in the Royal Navy prior to joining IG.
On 18 June 2018, Peter was appointed as a Non-Executive Director of the AIM-listed company, Scotgold Resources Limited.
Paul brings in-depth knowledge of financial services and Board level experience in several public companies, providing IG with a wide perspective in the consideration of operational and strategic development discussions at Board and management level.
Paul joined IG from Tullett Prebon plc where he served as Finance Director from 2006 to 2016. Prior to this, he was Group Finance Director of Mowlem plc and TDG plc. Between 1993-2000, he held various financial roles at Caradon plc including three years as Finance Director of MK Electric. He qualified as a chartered accountant with Price Waterhouse in 1987, and obtained an MBA from Cranfield School of Management in 1991.
Paul has no other current appointments.
Malcolm has broad experience and knowledge of the financial services and investment sectors along with extensive experience on the boards of publicly listed companies.
Malcolm was appointed as Chief Executive Officer at Provident Financial plc in February 2018 having previously been its Senior Independent Director until November 2017 and, following the death of its Chairman, Interim Executive Director. He is a partner at Opus Corporate Finance LLP and Juno Capital LLP and holds an advisory role at Heidrick & Struggles.
Malcolm served as a Non–Executive Director and Chairman of the Remuneration Committee of Hastings Group Holdings plc prior to his resignation in April 2018. He also served as Senior Independent Director of Pendragon plc and was a Non-Executive Director and Chairman of the Investment Committee at RSA Insurance Group plc. Prior to this, he held various executive roles at Morgan Grenfell plc, Drexel Burnham Lambert, Barclays de Zoete Wedd Holdings, UBS AG, ING Barings Ltd, Morley Fund Managers (now Aviva Investors), JER Partners Ltd where he was European President and Matrix Securities Limited.
June brings to the Board, significant international experience and knowledge of the digital sector as well as experience in strategy, product innovation and delivery. She is the President of Verifone, Europe and Russia, with responsibility for the operation of the Verifone business throughout these territories.
June has held various executive management positions at a number of large multi-national businesses. These include Citibank, where she was Managing Director of Global Healthcare, Citi Enterprise Payments and IBM Corporation, where she led their global Banking and Financial Markets business. June was also a strategy consultant at Booz, Allen & Hamilton. She began her career at P&G in brand management marketing.
Stephen brings significant and extensive quoted company board experience. Stephen is currently a Non-Executive Director of Applerigg Limited and Chairman of the Alzheimer's Society.
Stephen has previously served as the CEO of Betfair plc and has held roles at Pearson plc where amongst other positions, he was CEO of the Financial Times Group.
Stephen was Chairman of Interactive Data Corporation in the US and the Royal National Institute for Deaf People. He has served as a Director on the boards of Royal Sun Alliance Insurance Group plc, Psion plc and Channel 4, Ofcom, Aztec Limited and Cambridge University Judge Business School.
Jim has in-depth knowledge and experience of the financial services sector, as well as considerable experience both as a CFO and in the implementation of transformation programmes.
A qualified Chartered Accountant, Jim was Finance Director for Resolution plc, having joined the company as Group Financial Controller. He spent ten years at Aviva, where he was Group Integration Director for the CGU/Norwich Union merger and Finance Director of Norwich Union Life, Aviva's UK life insurance business. He was formerly the Corporate Development Director for Friends Life Group, where his responsibilities included overseeing the final separation and integration of the UK life business acquired by Resolution plc, as well as the delivery of the overall group change portfolio and strategic corporate development.
Jim has no other current appointments.
Sam has extensive experience in the regulatory field and detailed knowledge of risk and compliance matters from her time with the London Stock Exchange and Financial Services Authority.
Sam is a Managing Director at Promontory Financial Group, a leading strategy, risk-management and regulatory-compliance consulting firm, where she advises financial services businesses on a wide range of risk and regulatory matters.
Sam began her career at the London Stock Exchange's Surveillance Division, which over time became the Securities and Futures Authority and eventually the Financial Services Authority. During that time, she held a range of supervisory roles and worked for two years in the Investigations and Enforcement Division. As a supervisor, she ran departments overseeing global investment firms, retail and investment banks and major insurance groups.
Sam has no other current appointments.
In accordance with the Articles of Association of the Company, and the recommendation of the UK Corporate Governance Code, a Director appointed by the Board shall retire, and be subject to election by Shareholders at their first Annual General Meeting of the Company following his or her appointment.
Bridget Messer and Jon Noble were appointed by the Board as Executive Directors on 1 June 2018 and are eligible for election by Shareholders.
Bridget joined IG as Legal Counsel in May 2005. Bridget then held a number of roles within the legal function leading to her appointment as General Counsel and Head of Compliance in April 2010. She was also appointed Group Company Secretary in March 2011.
In September 2015, Bridget was appointed to her current role as Chief Commercial Officer, reporting directly to the Chief Executive and became a member of IG's Executive Committee. Bridget was appointed to the IG Group Holdings Plc Board on 1 June 2018.
Prior to joining IG, Bridget held a position as a solicitor within Deutsche Bank's financial services department. Prior to this, she trained and worked as a corporate solicitor at Corrs Chambers Westgarth Lawyers in Australia between 2001–2004.
Bridget graduated from Queensland University of Technology with a Batchelor of Laws, first class honours, in 2001 and was admitted to the role of solicitors for Queensland in 2003 and England & Wales in 2006.
Bridget's extensive knowledge of IG's various regulatory environments along with her excellent understanding of corporate, commercial and IG product matters will help the Board in effectively navigating regulatory change risk and will ensure the Board is able to continue to exercise a balanced approach to developing its strategy within the developing legal and regulatory framework.
Jon first joined IG in 2000 as a trainee dealer and rising to Dealing Director in 2007. In 2010, Jon became Dealing & Operations Director and in 2012 was appointed Chief Information Officer.
In 2015, Jon was appointed head of IG's Delivery Pillar; responsible for setting the IT Strategy, delivery of all programs of work and for keeping the production environment stable and secure. Jon was also appointed to the IG Executive Committee, reporting directly to the Chief Executive Officer. He is responsible for IGs IT Systems, including its Client interface systems.
Jon graduated from Durham University with a degree in Economics in 1998, and obtained an Executive MBA for London Business School in 2007.
Jon's lengthy commitment to IG in a variety of roles has given a firm foundation in understanding IG's operational requirements as well as the needs of its clients. Jon's leadership has been of great importance in maintaining IG's ability to provide quality service over the years, and his experience in will be of particular help to the Board as we navigate changes to our regulatory environment.
The Company is required at each general meeting at which accounts are presented to appoint auditors to hold office until the next such meeting. PricewaterhouseCoopers LLP have indicated their willingness to continue in office, and the Board, on the unanimous recommendation of the Audit Committee, which evaluated the effectiveness and independence of the external auditors, is proposing the re-appointment of PricewaterhouseCoopers LLP as the Company's auditors for the financial year ending 31 May 2019.
PricewaterhouseCoopers LLP as auditors to the Company, and resolution 15 authorises the Audit Committee of the Board to determine their remuneration.
The authority given to the Directors to allot further shares in the capital of the Company requires the prior authorisation of the Shareholders in a general meeting under Section 551 of the Companies Act 2006 (the '2006 Act'). This authority was given at the 2017 AGM, and this resolution seeks to renew that authority. Upon the passing of resolution 16, the Directors will have authority to allot new shares and grant rights to subscribe for or convert other securities into, shares up to a maximum nominal value of £6000 which is approximately 33 per cent of the total issued ordinary share capital, exclusive of treasury shares, as at 6 August 2018, being the latest practicable date before the publication of this Notice. This authority will expire at the conclusion of the next AGM of the Company or 6 December 2019, whichever is earlier. The Directors intend to seek to renew such authority at successive AGMs of the Company.
As at 6 August 2018 being the latest practicable date before the publication of this Notice, the Company held no equity securities in treasury.
In addition, in accordance with the guidance from the Investment Association ('IA') on the expectations of institutional investors in relation to the authority of directors to allot shares, upon the passing of resolution 16, the Directors will have authority to allot an additional number of ordinary shares up to a maximum nominal value of £6000 which is approximately a further 33 per cent of the total issued share capital as at 6 August 2018, being the latest practicable date before the publication of this Notice.
However, the Directors will only be able to allot those shares for the purposes of a rights issue in which the new shares are offered to existing Shareholders in proportion to their existing shareholdings and to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary. This authority will also expire at the conclusion of the next AGM of the Company or 6 December 2019, whichever is earlier. The Directors intend to seek to renew such authority at successive AGMs of the Company.
As a result, if resolution 15 is passed, the Directors could allot shares representing up to two-thirds of the total issued share capital pursuant to a rights issue. There are no current plans to use such an authority. However, if the Directors
do conduct a rights issue and the number of shares issued exceeds one-third of the total issued share capital and the monetary proceeds from the rights issue exceed one-third of the Company's pre-issue market capitalisation, then, in accordance with the IA guidelines, the Directors will all offer themselves for re-election at the AGM of the Company following the decision to undertake the rights issue.
The Directors have no current plans to undertake a rights issue or to allot shares, except in connection with the Company's employee share schemes. 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.
Resolution 17 would authorise the Directors to disapply rights of pre-emption by allowing the Directors to allot new shares or sell treasury shares for cash (i) by way of a pre-emptive offer or rights issue (subject to certain exclusions), (ii) by way of an open offer or other offer of securities (not being a rights issue) in favour of existing Shareholders (subject to certain exclusions) and (iii) to persons other than existing Shareholders up to an aggregate nominal value of £900 which is equivalent to approximately 5 per cent of the total issued share capital of the Company as at 6 August 2018, being the latest practicable date prior to the printing of this Notice, in each case, without the shares first being offered to existing Shareholders in proportion to their existing holdings.
If given, the authority will expire at the conclusion of the next AGM of the Company or 6 December 2019, whichever is earlier. The Directors intend to seek to renew such power at successive AGMs of the Company.
The Directors consider the authority in resolution 17 to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a preemptive offer or rights issue without the need to comply with the strict requirements of the statutory pre-emption provisions. The Directors have no current plans to undertake a rights issue or to allot shares, except in connection with the Company's employee share schemes.
Resolution 18 will permit the Directors to allot additional shares up to a maximum nominal value of £900, representing approximately a further 5 per cent of the issued share capital as at 6 August 2018, being the latest practicable date before the publication of this Notice, otherwise than in connection with a pre-emptive offer to existing shareholders where the allotment is to finance an acquisition or capital investment, or refinance a transaction of that nature entered into in the previous six months.
This disapplication authority follows guidance from the Pre-Emption Group's revised Statement of Principles published in March 2015 (the 'PEG Principles'). The PEG Principles allow the authority for an issue of shares for cash otherwise than in connection with a pre-emptive offer to be increased from 5 per cent to 10 per cent of the Company's issued share capital, provided that the
additional 5 per cent authority is used only in connection with an acquisition or specified capital investment.
The Board confirms that it will only allot shares for cash pursuant to this authority where that allotment is in connection with an acquisition or specified capital investment (as described in the PEG Principles) which is announced at the same time as the allotment, or which has taken place in the preceding six-month period and is disclosed in the announcement of that allotment.
If given, the authority will expire at the conclusion of the next AGM of the Company or 6 December 2019, whichever is earlier. The Directors intend to seek to renew such power at successive AGMs of the Company.
In accordance with institutional investor guidelines, the Directors confirm their intention not to allot shares for cash on a non pre-emptive basis (other than pursuant to a rights issue or pre-emptive offer) in excess of 7.5 per cent of the total issued share capital issued for cash on a non pre-emptive basis during any rolling three year period without prior consultation with Shareholders.
The Company's Articles of Association permit the purchase by the Company of its own shares subject to Shareholders' prior approval being obtained. This resolution also renews the authority provided at the 2017 AGM and would authorise the Company to purchase up to 36,884,445 shares. If given, the authority will expire at the conclusion of the next AGM of the Company or 6 December 2019, whichever is earlier. The Directors intend to seek to renew this power at subsequent AGMs of the Company.
The resolution specifies the maximum number of ordinary shares which may be purchased (representing 10 per cent of the Company's total issued ordinary share capital (excluding treasury shares) as at 6 August 2018, being the latest practicable date before the publication of this Notice) and the maximum and minimum prices at which they may be bought, exclusive of expenses, reflecting the requirements of the 2006 Act and the Listing Rules. Any buy-back would only be made on the London Stock Exchange. The Board has no present intention of exercising this power, and the granting of this authority should not be taken to imply that any ordinary shares will be purchased. No purchase of ordinary shares will be made unless it is for the purpose of employee share schemes or it is expected that the effect will be to increase earnings per share, and the Board considers it to be in the best interests of all Shareholders.
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. Shares held as treasury shares will not automatically be cancelled and will be taken into account in future calculations of earnings per share (unless they are subsequently resold or transferred out of treasury).
Under the 2006 Act, the Company is permitted to hold its own shares in treasury following a buy-back, instead of cancelling them. This gives the Company the ability to reissue treasury shares quickly and cost-effectively (including pursuant to the authority under resolution 16 and provides the Company with additional flexibility in the management of its capital base. Such shares may be resold for cash but all rights attaching to them, including voting rights and any right to receive dividends, are suspended whilst they are held in treasury. If the Board exercises the authority conferred by resolution 19, the Company will have the option of either holding in treasury or of cancelling any of its own shares purchased pursuant to this authority and will decide at the time of purchase which option to pursue.
As at 6 August 2018 being the latest practicable date before the publication of this Notice, the Company held no equity securities in treasury.
The 2006 Act requires listed companies to give a minimum notice period of 21 clear days for general meetings (other than an AGM) unless shareholders have approved the calling of general meetings on 14 clear days' notice and the Company offers the facility for shareholders to vote by electronic means. Resolution 20 seeks to renew the approval given by Shareholders at the 2017 AGM to allow the Company to call general meetings (other than an AGM of the Company) on 14 clear days' notice. The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.
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.
You will find enclosed a Form of Proxy for use at the AGM. Please complete, sign and return the enclosed form as soon as possible in accordance with the instructions printed thereon, whether or not you intend to be present at the AGM.
Forms of Proxy should be returned in the enclosed business reply envelope to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and in any event no later than 48 hours before the time appointed for holding the AGM.
Your Directors consider that all the resolutions to be put to the meeting are in the best interests of the Company and its Shareholders as a whole, and unanimously recommend Shareholders to vote in favour of all the resolutions, as they intend to do in respect of their own beneficial holdings.
Yours sincerely
Andy Green Chairman
Notice is hereby given that the Annual General Meeting ('AGM') of IG Group Holdings plc (the 'Company') will be held at the Company's offices located at Cannon Bridge House, 25 Dowgate Hill, London, EC4R 2YA, on Thursday 20 September 2018 at 10:30 am.
The business of the AGM will be to consider and, if thought fit, to pass Resolutions 1 to 16 inclusive as ordinary resolutions and Resolutions 17 to 20 inclusive as special resolutions.
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 November 2019, whichever is 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.
such authority to expire at the end of the next annual general meeting of the Company or at the close of business on 6 December 2019, whichever is earlier provided that the Company may make offers and enter into agreements before the expiry of such authority which would, or might, require equity securities to be allotted and treasury shares to be sold after such expiry and the Directors shall be entitled to allot equity securities or sell treasury shares pursuant to any such offer or agreement as if the authority had not expired.
For the purposes of this Resolution:
such authority to expire at the end of the next annual general meeting of the Company or at the close of business on 6 December 2019, whichever is earlier
provided that the Company may make offers and enter into agreements before the expiry of such authority which would, or might, require equity securities to be allotted and treasury shares to be sold after such expiry and the Directors shall be entitled to allot equity securities and sell treasury shares pursuant to any such offer or agreement as if the authority had not expired.
Tony Lee Company Secretary
IG Group Holdings plc Cannon Bridge House 25 Dowgate Hill London EC4R 2YA
7 August 2018
In order to be a valid appointment of proxy, the Form of Proxy and the original (or a certified true copy) of any power of attorney or other authority, if any, under which the Form of Proxy is signed must be received by post, by courier or (during normal business hours only) by hand at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, no later than 18 September 2018 at 10.30 am (or, in the event of an adjournment, the time which is 48 hours before the adjourned meeting).
Alternatively, members can submit their proxy online at www.investorcentre.co.uk/eproxy by following the instructions provided.
Please note that any electronic communication sent to the Company or to Computershare Investor Services PLC that is found to contain a computer virus will not be accepted. The use of the internet service in connection with the AGM is governed by Computershare Investor Services PLC's conditions of use set out on the website, www.investorcentre.co.uk/eproxy and may be read by logging on to that site.
If a member wishes to appoint more than one proxy and so requires additional Forms of Proxy, the member should contact Computershare Investor Services PLC on the Shareholder Helpline 44 (0)371 495 2032 or members may photocopy the form of proxy. (Calls to this number cost no more than a national rate from any type of phone or provider.
If in doubt you should check with your phone line provider as to the exact cost involved for you to call this number. Lines are open 8.30 am – 5.30 pm, Monday-Friday excluding bank holidays).
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment thereof by using the procedures described in the CREST Manual on the Euroclear website (www.euroclear.com/CREST). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s) should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
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. The message, regardless of whether it relates to the appointment of a proxy or to 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 the issuer's agent (ID number 3RA50) by the latest time(s) for receipt of proxy appointments specified in the Notice of Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp 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. 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. 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 therefore the responsibility of the CREST member concerned (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that their CREST sponsor or voting service provider(s) to take 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 right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with Section 146 of the Companies Act 2006 ('Nominated Persons'). Nominated Persons may have a right under an agreement with the registered Shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if Nominated Persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
Nominated Persons should also remember that their main point of contact in terms of their investment in the Company remains the member who nominated the Nominated Person to enjoy information rights (or, perhaps the custodian or broker who administers the investment on their behalf). Nominated Persons should continue to contact that member, custodian or broker (and not the Company) regarding any changes or queries relating to the Nominated Person's personal details and interest in the Company (including any administrative matter). The only exception to this is where the Company expressly requests a response from a Nominated Person.
The Company may not require the members requesting any such website publication to pay its expenses in complying with Sections 527 or 528 (requirements as to website availability) of the 2006 Act. Where the Company is required to place a statement on a website under Section 527 of the 2006 Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM for the year ended 31 May 2018 includes any statement that the Company has been required under Section 527 of the 2006 Act to publish on a website.
However, members should note that no answer need be given in the following circumstances:
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.