AGM Information • Mar 20, 2019
AGM Information
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Notice of Annual General Meeting 2019
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, solicitor, accountant or other independent professional adviser. If you have sold or otherwise transferred all of your shares, please pass this document, together with the accompanying documents (except for any personalised form of proxy), to the purchaser or transferee, or to the person who arranged the sale or transfer, so that they can pass them to the person who now holds the shares.
Section | [Subheading] Quilter Notice of Annual General Meeting 2
I am pleased to invite you to Quilter plc's (the "Company") first Annual General Meeting ("AGM") as a listed company to be held at 11:00am on Thursday 16 May 2019 in the Presentation Suite at Millennium Bridge House, 2 Lambeth Hill, London EC4V 4AJ. The formal Notice of AGM is set out on pages 2 and 3 of this document and an explanation of the resolutions to be considered and voted on at the AGM is set out on pages 4 and 5. A note of the procedures for your participation and voting is set out on pages 15 to 17.
The AGM is an important date in Quilter's calendar. We value the opportunity to meet with our shareholders, to review our performance and to answer questions on the business of the meeting. If you are unable to join us in person, a webcast of the meeting will be shared on our website at quilter.com/agm after the meeting.
As set out in the Notice of AGM, we will be asking shareholders to approve a number of standard resolutions that UK listed companies typically propose annually, including resolutions for the re-election of each of our Directors, whose skills, experience and contributions to our Board can be found on pages 12 and 13 of this document. This year, we are also asking shareholders to approve our Directors' Remuneration Policy, which is set out on pages 69 to 77 of our Annual Report and Accounts 2018.
I wish to be transparent to all shareholders and explain that, after consultation with some of our larger shareholders, the Board has taken the decision not to ask shareholders to give the Board authority to disapply pre-emption rights when allotting shares for cash this year, as UK listed companies typically do. We will continue to discuss this with our shareholders as we believe that in the future it will be important for our Board to have appropriate flexibility. We are also not seeking shareholder approval to call general meetings on less than 21 days' notice as is common for UK listed companies, as we believe that this could disadvantage our African and other overseas shareholders.
I would like to draw your attention to resolution 21 which seeks authority to enter into a Contingent Purchase Contract. While this is a contract with J.P. Morgan Equities South Africa Proprietary Limited, in commercial terms it is a mechanism which provides the Company with the necessary flexibility to buy back its shares on the Johannesburg Stock Exchange ("JSE"), where the Company has a secondary listing. This is required as the usual mechanism to buy back shares as undertaken in the UK on the London Stock Exchange ("LSE") would not be effective on the JSE. It is our intention to seek this authority annually. We have no plans at present to buy back shares but it is prudent to set the authority in place to do so.
The Company has inherited a share register which has an unusually large number of small shareholders, which is inefficient and expensive to manage. Therefore, we are seeking shareholder approval in resolutions 22 to 24 to implement an Odd-lot Offer at any time within the next 18 months. This will enable the Company to purchase, at a 5% premium, the Ordinary Shares held by those eligible shareholders who hold fewer than 100 Ordinary Shares in the Company and who do not choose to retain their shareholding. This authority will enable us to simplify our share register and make it more cost efficient. Subject to shareholder approval, the Board will determine an appropriate time to offer this facility to shareholders with fewer than 100 Ordinary Shares and we will write to relevant affected shareholders at that time. Shareholders are asked to approve a change to our Articles of Association so that holders of Odd-lots who do not respond to the Odd-lot Offer are deemed to have agreed to accept it. However, eligible shareholders can elect to retain their shareholding in Quilter plc, if they choose. Further details of the background to and reasons for the Odd-lot Offer, how it will operate and details of those shareholders who will be eligible to participate, including a "Your Questions Answered" guide are set out on pages 6 to 10.
I hope to welcome you at the AGM on 16 May. Your vote is important and should you be unable to join us in person, we encourage you to complete and submit a proxy form online or by post by following the instructions on page 15. If you have any questions on the business of the meeting, you can submit them to me, care of the Company Secretary at Quilter plc, Millennium Bridge House, 2 Lambeth Hill, London EC4V 4AJ.
All resolutions at the AGM will be put to a vote on a poll, rather than being decided by a show of hands. This more accurately reflects the views of all shareholders and ensures that their votes are recognised whether or not they are able to attend the meeting in person. On a poll each shareholder has one vote for every share held. The results of the voting on the resolutions will be announced on the London and Johannesburg Stock Exchanges and will be published on our website, quilter.com/agm as soon as possible after the meeting.
The Board believes that all the proposals set out in the Notice of AGM are in the best interests of the Company and its shareholders as a whole, and unanimously recommends that you vote in favour of the resolutions, as the Directors intend to do in respect of their own beneficial holdings.
Glyn Jones Chairman
20 March 2019
Notice is hereby given that the first Annual General Meeting ("AGM") of Quilter plc (the "Company") as a listed company will be held in the Presentation Suite, Millennium Bridge House, 2 Lambeth Hill, London EC4V 4AJ on Thursday 16 May 2019 at 11:00am for the following purposes:
To consider and, if thought fit, pass resolutions 1 to 19 and 23, which will be proposed as ordinary resolutions of the Company, and resolutions 20, 21, 22, and 24, which will be proposed as special resolutions of the Company.
14.To re-elect Mark Satchel as a director.
To re-elect Catherine Turner as a director.
provided that the aggregate amount of any such donations and expenditure shall not exceed £50,000, during the period beginning with the date of the passing of this resolution and ending at the conclusion of the next annual general meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 30 June 2020. For the purpose of this resolution the terms "political donations", "political parties", "independent election candidates", "political organisations" and "political expenditure" have the meanings set out in sections 363 to 365 of the Act.
That:
(a) the Directors be authorised to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company:
22.That the addition of a new Article 132 to the Company's Articles of Association, as set out in the Appendix on page 14 of this Notice of AGM, be and is hereby approved.
23.That, subject to the passing of resolutions 22 and 24, the Directors be and are hereby authorised to make and implement an Odd-lot Offer in accordance with the terms and conditions set out on pages 6 to 9 of this Notice of AGM, but so that such authority shall expire 18 months after the date on which this resolution is passed.
24.That, subject to the passing of resolutions 22 and 23, the terms of the proposed contract providing for the purchase by the Company of certain of its own shares tabled at the AGM and initialled by the Chairman for the purposes of identification be and are hereby approved and authorised for the purposes of section 694 of the Companies Act 2006 and otherwise, but so that such approval and authority shall expire 18 months after the date on which this resolution is passed.
Patrick Gonsalves Company Secretary
20 March 2019
Millennium Bridge House, 2 Lambeth Hill, London EC4V 4AJ
Registered in England and Wales Company number: 06404270
The notes on the following pages give an explanation of the proposed resolutions.
Resolutions 1 to 19 and resolution 23 will be 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 20, 21, 22 and 24 will be 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 must present the Company's 2018 Annual Report and Accounts to the AGM in accordance with the Act.
Shareholders are asked to approve the Remuneration Report that appears on pages 64 to 85 of the Annual Report and Accounts for 2018. This vote is advisory, and the Directors' entitlement to remuneration is not conditional on it.
Shareholders are asked to approve the Directors' Remuneration Policy which is set out in full in the Remuneration Report on pages 69 to 77 of the Annual Report and Accounts for 2018. The Company will not be able to make a remuneration payment to a current or future director or a payment for loss of office to a current or past director, unless that payment is consistent with the policy (once approved) or has been approved by a resolution of the shareholders. The policy is in line with the principles of the remuneration policy as summarised in the Quilter Prospectus published in connection with the Listing of the Company in June 2018, and has been supplemented to reflect subsequent developments in corporate governance best practice.
The Directors are recommending a final dividend on the Company's Ordinary Shares of 3.3 pence per Ordinary Share, to become due and payable on Monday 20 May 2019 to the shareholders on the respective UK Register and SA Register as at the close of business on Friday 26 April 2019. A final dividend can only be paid after the shareholders in general meeting have approved it. Further information regarding the final dividend, including the rate and timetable, is set out in the Shareholder Centre on the Company's website at quilter.com/dividends.
In compliance with the rules issued by the Prudential Regulation Authority ("PRA") in relation to the implementation of the Solvency II regime and other regulatory requirements to which the Group is subject, the dividend is required to remain cancellable at any point prior to it becoming due and payable on Monday 20 May 2019 and to be cancelled if, prior to payment, the Group ceases to hold capital resources equal to or in excess of its Solvency Capital Requirement, or if that would be the case if the dividend was paid. The Directors have no intention of exercising this cancellation right, other than in the unlikely event that it is required to do so by the PRA or for regulatory capital purposes.
In accordance with the UK Corporate Governance Code and the Company's Articles of Association, each Director will submit him/ herself for re-election by shareholders at the AGM.
Biographical details of the Directors standing for re-election, including the reasons why their contributions are important to the Company's long-term sustainable success, are set out on pages 12 and 13.
The Board is proposing the re-appointment of KPMG LLP as the Company's auditors, following the recommendation of the Board Audit Committee. Resolution 17 authorises the Board Audit Committee to determine the auditors' remuneration.
In February 2019, the Board agreed that the Company would launch a tender process for the external audit contract in March 2019. The Board expects to reach a decision on the outcome of the tender process in June 2019 and the selected firm will commence its term as the Company's external auditor in 2020. In view of the length of time that KPMG has served as auditors to the Company, they will not be participating in the audit tender.
Part 14 of the Act, amongst other things, prohibits the Company and its subsidiaries from making EU political donations or from incurring political expenditure in respect of a political party or other political organisation or an independent election candidate unless authorised by the Company's shareholders. Aggregate donations made by the Group of £5,000 or less in any 12-month period will not be caught.
Neither the Company nor any of its subsidiaries has any intention of making any political donations or incurring any political expenditure. However, the Act defines "political party", "political organisation", "political donation" and "political expenditure" widely. For example, bodies, such as those concerned with policy review and law reform or with the representation of the business community or sections of it, which the Company and/or its subsidiaries may see benefit in supporting, may be caught.
Accordingly, the Company wishes to ensure that neither it nor its subsidiaries inadvertently commits any breaches of the Act through the undertaking of routine activities, which would not normally be considered to result in the making of political donations and political expenditure being incurred.
As permitted under the Act, the resolution covers the Company and extends to all companies which are subsidiaries of the Company at any time the authority is in place. The proposed authority will expire at the next annual general meeting of the Company or, if earlier, at the close of business on 30 June 2020.
At the annual general meeting of the Company held on 6 June 2018 (prior to the completion of Managed Separation), shareholders authorised the Directors, under section 551 of the Act, to allot Ordinary Shares without the prior consent of shareholders for a period expiring at the conclusion of the next annual general meeting of the Company after the passing of the resolution or, if earlier, at the close of business on 30 June 2019. It is proposed to renew this authority and to authorise the Directors to allot Ordinary Shares or grant rights to subscribe for or convert any security into shares in the Company for a period expiring no later than 30 June 2020.
Paragraph (a)(i) of resolution 19 will allow the Directors to allot Ordinary Shares up to a maximum nominal amount of £44,385,858.93 representing approximately one-third (33.33%) of the Company's existing issued share capital, calculated as at 18 March 2019 (being the latest practicable date prior to publication of this circular). In accordance with institutional guidelines issued by the Investment Association, paragraph (a)(ii) of the resolution will allow Directors to allot, including the Ordinary Shares referred to in paragraph (a)(i) of the resolution, further of the Ordinary Shares in connection with a pre-emptive offer by way of a rights issue to shareholders up to a maximum nominal amount of £88,771,717.86, representing
approximately two-thirds (66.66%) of the Company's existing issued share capital, calculated as at 18 March 2019 (being the latest practicable date prior to publication of this circular).
The Directors have no present intention of exercising this authority. However, if they do exercise the authority, the Directors intend to follow best practice as regards its use, as recommended by the Investment Association.
As at 18 March 2019, the Company does not hold any shares in treasury.
Resolution 19 will be proposed as an ordinary resolution to renew this authority until the conclusion of the next annual general meeting or, if earlier, the close of business on 30 June 2020.
Resolutions 20 and 21 relate to the purchase by the Company of its own shares. The power given by these resolutions, if passed, will only be exercised if the Directors are satisfied that any purchase will increase the earnings per share of the ordinary share capital in issue after the purchase and, accordingly, that the purchase is in the interests of shareholders. The Directors will also give careful consideration to gearing levels and regulatory capital requirements of the Company and its general financial position. The purchase price would be paid out of distributable profits.
The Act permits certain listed companies to hold shares in treasury, as an alternative to cancelling them, following a purchase of own shares by the Company. Shares held in treasury may subsequently be cancelled, sold for cash or used to satisfy share options and share awards under the Company's employees' share schemes.
Once held in treasury, the Company is not entitled to exercise any rights, including the right to attend and vote at meetings in respect of the shares. Further, no dividend or other distribution of the Company's assets may be made to the Company in respect of the treasury shares.
If the Directors exercise the authority conferred by these resolutions, they may consider holding those shares in treasury, rather than cancelling them. The Directors believe that holding shares in treasury would provide the Company with greater flexibility in the management of its share capital. The Directors will also consider using the treasury shares to satisfy share options/awards under the Company's employee share schemes.
The maximum number of shares which may be purchased under the authority proposed by resolutions 20 and 21 will be, in aggregate, 190,225,109 shares representing approximately 10% of the issued ordinary share capital of the Company as at 18 March 2019.
The total number of options to subscribe for Ordinary Shares that were outstanding at 18 March 2019 (being the latest practicable date prior to publication of this circular) was 2,733,809. The proportion of issued share capital that they represented at that time was 0.14% and the proportion of issued share capital that they will represent if the full authority to purchase shares (existing and being sought under resolutions 20 and 21) is used is 0.18%.
A special resolution was passed at the Company's annual general meeting held on 6 June 2018 (prior to the completion of Managed Separation), empowering the Directors to purchase Ordinary Shares in the market, and it is proposed that this authority be renewed, in line with UK market practice.
The price paid for these Ordinary Shares will not be less than the nominal value (of £0.07 per share) nor more than the higher of: (a) 5% above the average of the middle-market quotation of the Company's Ordinary Shares as derived from the London Stock Exchange Daily Official List for the five business days preceding the day on which the shares are purchased; and (b) an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out.
This resolution will be proposed as a special resolution to provide the Company with the necessary authority. The authority will expire at the conclusion of next year's annual general meeting or, if earlier, at the close of business on 30 June 2020.
Approval is sought in resolution 21 to enter into a contingent purchase contract with J.P. Morgan Equities South Africa Proprietary Limited relating to potential purchases of the Company's shares on the JSE where the Company has a secondary listing. For the purposes of the Act, the share purchases under the contract are treated as an "off-market purchase", however, the contract is intended to enable the Company to buy back its shares on the JSE in similar fashion and subject to the same overall limits as on-market purchases on the London Stock Exchange. Under sections 693 and 694 of the Act, the Company is not permitted to make off market purchases or contingent purchases of its shares unless it obtains advance shareholder approval to the contract terms.
The principal features of the contingent purchase contract are as follows:
A copy of the proposed contingent purchase contract is available for inspection at the Company's registered office during normal business hours for 15 days ending on the date of the AGM and at the place of the meeting for a period of 15 minutes immediately before the meeting until its conclusion.
This resolution will be proposed as a special resolution. The authority will expire at the conclusion of next year's annual general meeting or, if earlier, at the close of business on 30 June 2020.
The Directors are seeking authority, at the AGM, to implement an Odd-lot Offer (as defined below) at any time within the next 18 months pursuant to resolutions 22 (special resolution), 23 (ordinary resolution) and 24 (special resolution). Further details of the Odd-lot Offer are set out in the next section of this document.
In broad terms an Odd-lot Offer is a means by which the Company can purchase, at a 5% premium, Ordinary Shares held by shareholders who hold fewer than 100 Ordinary Shares and who do not elect to retain their shareholding. This section:
The Company has an unusually large number of small shareholders for a company of its size, with a total of more than 460,000 shareholders. Of this number approximately 220,000 (48%) are small shareholders who hold fewer than 100 Ordinary Shares and, in aggregate, represent 0.89% of the total number of Ordinary Shares in issue. The relatively large number of shareholders is due to the Company's history, which includes the original demutualisation and listing of Old Mutual plc in 1999 and Managed Separation.
The recurring costs of administration resulting from the relatively large number of shareholders (including elevated printing and postage costs) are disproportionate to the size of a holding of Odd-lots and affect shareholders as a whole. By carrying out an Odd-lot Offer, the Directors will be able to engage with active shareholders, and help them to manage their shares efficiently and support those shareholders who wish to divest themselves of the Odd-lot shares at a 5% premium.
The Directors believe that an Odd-lot Offer would be to the benefit of shareholders as a whole as it will lower the Company's cost base and will facilitate a reduction in the number of shareholders in the Company in an equitable manner.
A new Article 132, as set out in the Appendix on page 14 of this Notice of AGM, is being proposed to give the Company authority within its Articles of Association to facilitate the reduction in the number of shareholders holding in aggregate fewer than 100 shares in the Company in an equitable manner. The new Article makes provision for shareholders eligible to participate in an Odd-lot Offer who fail to make an election pursuant to the Odd-lot Offer to be deemed to have agreed to sell their shareholding. Accordingly, subject to a further specific authority proposed in resolution 24, the shareholdings of such shareholders who participate in an Odd-lot Offer can be automatically purchased by the Company pursuant to the terms of the Odd-lot Offer.
Subject to the passing of resolutions 22 and 24, the Directors are seeking the authority to implement an Odd-lot Offer and to purchase shares from those shareholders who hold fewer than 100 shares and who either (i) elect to accept the Odd-lot Offer or (ii) fail to make an election pursuant to such Odd-lot Offer. Should this resolution 23 be passed, it will be valid for a period of 18 months from the date of the AGM and the Directors may resolve to implement an Odd-lot Offer at any time within that 18 month period.
If the Directors decide to implement an Odd-lot Offer, they require authority to make the Odd-lot Offer by means of an off-market purchase of the Company's shares under the terms of an off-market purchase contract. The off-market purchase is also subject to shareholder approval and resolution 24 is being proposed to obtain that approval. The authority contained in resolution 24 is being sought for a period of 18 months from the date of the AGM.
Shareholders who are Odd-lot Holders on the First Record Date (being Friday 26 April 2019) and who remain Odd-lot Holders on the Second Record Date (being the record date to be announced by the Directors when an Odd-lot Offer is declared) will be entitled to participate in an Odd-lot Offer in respect of their Odd-lots. The last
day to trade in order to qualify as an Odd-lot Holder on the First Record Date and so be eligible to participate in such Odd-lot Offer is Tuesday 23 April 2019. Shareholders who become Odd-lot Holders between the First Record Date and the Second Record Date will not be entitled to participate in the Odd-lot Offer.
Odd-lot Holders will be those shareholders who:
Holdings of Ordinary Shares either (i) in certificated and uncertificated form or (ii) on different registers or (iii) through different CSDPs will be treated as separate holdings for the purposes of determining whether shareholders will be entitled to participate in an Odd-lot Offer.
Persons who hold fewer than 100 Ordinary Shares in certificated form on either the UK Register or the SA Register will be entitled to participate in an Odd-lot Offer. Persons who hold shares in uncertificated form on the SA Register can participate in an Odd-lot Offer if they hold, directly or indirectly, on behalf of a person with a beneficial interest in fewer than 100 Ordinary Shares held through a (a) CSDP or broker and that interest is recorded in the relevant beneficial holder records maintained by a CSDP or broker and disclosed to the Company or its agent via the disclosure of information on beneficial holdings prescribed by the Strate Directive or (b) Foreign Nominee and that interest is recorded as such in the relevant beneficial holder records maintained by that nominee and disclosed to the Company or its agent by it. Persons who may otherwise hold a beneficial interest in Ordinary Shares, whether indirectly through CSDPs or brokers or otherwise, will not be entitled to participate in an Odd-lot Offer.
Under the terms of an Odd-lot Offer, shareholders holding Odd-lots will be able to elect to:
(i) sell their Odd-lots to the Company at the Offer Price; or (ii) retain their Odd-lots.
The holdings of shareholders who either:
will be acquired by the Company at the Offer Price. However, due to the constraints of the CREST system, Odd-lot Holders who hold their Ordinary Shares, either directly or via a nominee, in CREST will not have their Ordinary Shares acquired unless they rematerialise their Ordinary Shares by the First Record Date, ensuring it is not into the name and address of an existing holding on the share register that would result in the balance being 100 shares or more, and do not elect to retain their holding of Odd-lots.
The purchase of Ordinary Shares by the Company pursuant to an Odd-lot Offer will be an off-market purchase (as defined in section 693 of the Act) and will be effected under the Purchase Contract. The Purchase Contract will be available for inspection during normal business hours at the offices of the Company at Millennium Bridge House, 2 Lambeth Hill, London EC4V 4AJ for 15 days ending on the date of the AGM, and will be available for inspection at the place of the AGM, Millennium Bridge House, 2 Lambeth Hill, London EC4V 4AJ, at least 15 minutes prior to the commencement of, and during the continuance of, the AGM.
Any purchase of Ordinary Shares pursuant to an Odd-lot Offer will be funded by available cash resources.
If you are a shareholder holding an Odd-lot (other than an Odd-lot Holder holding in CREST) and you do not take any action, once the Odd-lot Offer is made, your holding will automatically be acquired by the Company under the terms of an Odd-lot Offer and the proceeds of the sale will be remitted to you. No interest will be paid on payments regardless of any delay in making such payments.
Details of the action you should take, including details of the Form of Election/Surrender and Form of Surrender, if you are eligible to participate in an Odd-lot Offer will be communicated to you at the time an Odd-lot Offer is made.
If an Odd-lot Offer is made, the Offer Price will:
in each case as determined by the Company.
The Offer Price will be published on a Regulatory Information Service and on SENS on the day it is finalised.
The detailed timetable, including the date of the Second Record Date, for implementation of any proposed Odd-lot Offer will be communicated to you once any such Odd-lot Offer is made. The Directors shall be able to determine the details of such timetable at their sole discretion.
Given the nature of an Odd-lot Offer, shareholders eligible to participate in an Odd-lot Offer will not bear any transaction costs with respect to any proposed Odd-lot Offer.
It is anticipated that any Odd-lot Offer that is announced by the Directors and any potential buyback of Ordinary Shares by the Company pursuant to such Odd-lot Offer will not have a significant effect on the earnings, headline earnings per Ordinary Share, net asset value or tangible net asset value per Ordinary Share of the Company.
If the Company were to implement an Odd-lot Offer immediately after the AGM, based on the holdings of Odd-lots as at 18 March 2019, being the latest practicable date prior to publication of this document, the maximum number of Ordinary Shares that could be purchased pursuant to such an Odd-lot Offer would be 17,021,326 (0.89% of the Ordinary Shares in issue as at 18 March 2019).
The total number of options to subscribe for Ordinary Shares that were outstanding at 18 March 2019 (being the latest practicable date prior to publication of this circular) was 2,733,809. The proportion of issued share capital that they represented at that time was 0.14% and the proportion of issued share capital that they will represent if the Odd-lot Offer is implemented in full is 0.15%.
For the purposes of the AGM in relation to the proposed Odd-lot Offer, shareholders are requested, at this stage, to vote on whether or not they would like to:
Subject to resolutions 22 to 24 in the Notice of AGM being passed, the Directors will then have the authority to determine when and whether to carry out an Odd-lot Offer at any time in the next 18 months.
Votes cast in respect of Ordinary Shares held by or on behalf of Odd-lot Holders on the First Record Date will not be counted when determining whether resolution 24 has been approved. For technical reasons, in order to effect this, the votes cast in respect of the aggregate number of shares that fall within limb (b) of the definition of Odd-lots will be deducted from the votes in favour of this resolution 24.
The Board considers that an Odd-lot Offer would be in the best interests of the Company and its shareholders as a whole and unanimously recommend that shareholders vote in favour of resolutions 22 to 24 to be proposed at the AGM to be held on Thursday 16 May 2019.
If the Odd-lot Offer is made, shareholders who hold Odd-lots will be invited to tender their Ordinary Shares for purchase by the Company on the terms and subject to the conditions set out in this document, the Purchase Contract, the Form of Election/Surrender and the Form of Surrender (which will be sent to Odd-lot Holders in due course). If shareholders who hold Odd-lots fail to take any action in respect of the Odd-lot holding, that holding will automatically be acquired by the Company under the terms of an Odd-lot Offer. The consideration to be paid for each Ordinary Share pursuant to an Odd-lot Offer will be the Offer Price, which will be calculated on the basis set out in the paragraph entitled "Offer Price" above.
Unless an Odd-lot Offer has been terminated in accordance with the termination provisions set out in the paragraph entitled "Additional Provisions" below, the Company will accept the tenders of Odd-lots validly made in accordance with the terms of such Odd-lot Offer.
Ordinary Shares purchased by the Company pursuant to an Odd-lot Offer will be acquired as soon as practicable following the close of such Odd-lot Offer free and clear from all liens, charges and encumbrances and together with all rights attaching thereto. Holders of Odd-lots will not, therefore, be entitled to receive any dividends paid by the Company on or after the date of such purchase.
Each holder of an Odd-lot who tenders (or is deemed to have tendered) or procures the tender of Ordinary Shares will thereby be deemed to have agreed that, in consideration of the Company agreeing to process his tender, such shareholder will not revoke his tender or withdraw his Ordinary Shares from the Odd-lot Offer. Holders of Odd-lots should note that once tendered, Ordinary Shares may not be sold or otherwise transferred.
To be eligible to participate in an Odd-lot Offer, in respect of his/her holding of Odd-lots, a shareholder must be an Odd-lot Holder on the First Record Date and must remain an Odd-lot Holder on the Second Record Date.
The Directors, in their absolute discretion, reserve the right to exclude any Odd-lot Holder and/or withdraw any proposed Odd-lot Offer from any shareholder at any time.
The Directors shall be entitled to refuse to implement the purchase of Ordinary Shares pursuant to an Odd-lot Offer in respect of any shareholder whom the Directors in their absolute discretion believe has either (i) become a holder of an Odd-lot in order to take advantage of such Odd-lot Offer or (ii) split their existing shareholding in order to participate in such Odd-lot Offer, and such shareholder will have no claim against the Company or any Director arising out of or in connection with such refusal.
Any Ordinary Shares acquired by the Company pursuant to an Odd-lot Offer will either be cancelled or will be held as treasury shares. Accordingly, any buyback of Ordinary Shares by the Company pursuant to an Odd-lot Offer may reduce the issued ordinary share capital of the Company if the Company decides to cancel the Ordinary Shares.
Each Odd-lot Holder whose Ordinary Shares are purchased pursuant to any proposed Odd-lot Offer irrevocably undertakes, represents, warrants and agrees to and with the Company so as to bind such holder and their personal or legal representatives, heirs, successors and assigns to the effect that:
(ii) such Odd-lot Holder has full power and authority to tender, sell, assign or transfer the Ordinary Shares in respect of which such offer is accepted (together with all rights attaching thereto) and, when the same are purchased by the Company, the Company will acquire such Ordinary Shares free and clear from all liens, charges, restrictions, claims, equitable interests and encumbrances and together with all rights on or after the date of such purchase attaching thereto and such representation and warranty will be true in all respects at the time the Company purchases such Ordinary Shares as if it had been entered into afresh at such time and shall not be extinguished by such purchase;
(iii) such Odd-lot Holder is the owner of the Ordinary Shares in respect of which such offer is accepted, and that for those Odd-lot Holders that have completed and returned a Form of Election/Surrender or Form of Surrender, such Form of Election/Surrender and Form of Surrender, when executed, will constitute valid and binding obligations on such Odd-lot Holder, in accordance with its terms;
The failure of any person to receive a copy of this document, the Form of Election/Surrender or Form of Surrender shall not invalidate any aspect of any proposed Odd-lot Offer.
Any Odd-lot Offer, Form of Election/Surrender, Form of Surrender and all contracts and non-contractual obligations arising out of or in connection with any such Odd-lot Offer, Form of Election/Surrender or Form of Surrender shall be governed by and construed in accordance with English law.
In the event of any proposed Odd-lot Offer not being implemented for any reason whatsoever the Registrars will return the documents of title to the shareholders concerned within 10 business days of the date upon which it becomes known that any such Odd-lot Offer will not be implemented, at the risk of such shareholders.
The Odd-lot Offer will need to be approved in advance by the Financial Surveillance Department of the South African Reserve Bank before it may be implemented. The Directors will accordingly seek such approval prior to the Odd-lot Offer being implemented.
Shareholders who hold their Ordinary Shares in certificated form are requested to complete, duly execute and return to the Registrars a Form of Election/Surrender or Form of Surrender accompanied by share certificates or other requisite documents evidencing title to such Ordinary Shares (the "Surrender Documentation"). Following receipt of Surrender Documentation from a shareholder, the Company shall make payment in respect of the Ordinary Shares purchased from a shareholder. The Company may also, at the Directors' sole discretion make payment in respect of any Ordinary Shares purchased from those shareholders for whom it has up-to-date address or relevant payment details, whether or not the Company receives such Surrender Documentation in the manner set out above (or as otherwise determined by the Directors and the Registrars).
With respect to those shareholders (i) for whom the Company does not have an up-to-date address or relevant payment details, (ii) from whom the Company does not receive Surrender Documentation and who otherwise do not receive proceeds from the sale of Odd-lots or (iii) to whom the Company otherwise determines, in accordance with the paragraph above, it cannot make payments, the proceeds of an Odd-lot Offer will be retained by the Company and such shareholders will be recorded as a creditor in the Company's accounts.
If the share certificates and/or other documents of title of Odd-lot Holders have been lost or destroyed, such Odd-lot Holders should complete a Form of Election/Surrender or Form of Surrender which contains an indemnity in respect of any lost or destroyed share certificates and/or other documents of title. When completed, the Form of Election/Surrender or Form of Surrender should be lodged with the relevant Registrar. Upon provision of the Form of Election/Surrender or Form of Surrender the Registrars may dispense with the requirements to surrender documents of title.
Delivery of cash for the Ordinary Shares to be purchased pursuant to any proposed Odd-lot Offer will be made by the Registrars who will act as agent for tendering Odd-lots for the purpose of receiving the cash and transmitting such cash to shareholders who are tendering Odd-lots. Under no circumstance will interest be paid on the cash to be paid by the Company or the Registrars regardless of any delay in making such payment.
Shareholders on the UK Register will be paid by cheque in pounds sterling.
Shareholders on the SA Register will be paid in rand by direct credit. No cheques will be issued. Shareholders who participate in an Odd-lot Offer and who hold their Ordinary Shares in Strate through a CSDP or broker will receive payment in accordance with the mandate signed between the CSDP or broker.
All unclaimed proceeds from the sale of Odd-lots will, at the Directors' discretion, be paid into a separate account of the Company until claimed. The holders of such Odd-lots shall be recorded as a creditor in the Company's accounts. No trust shall be created in respect of the unclaimed proceeds, no interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on the unclaimed proceeds. Any such proceeds unclaimed for a period of 6 (six) years from the date of sale of the Odd-lots may be declared forfeited by the Directors for the benefit of the Company.
At the time of launch of any Odd-lot Offer, appropriate tax information will be provided to relevant affected shareholders.
The following is a summary of the South African Exchange Control Regulations, 1961 (as amended) (the "Exchange Control Regulations") which are relevant to shareholders on the SA Register. The summary is intended only as a guide and is, therefore, not comprehensive. If in doubt, shareholders should consult their professional advisers without delay. In this section "Common Monetary Area" means South Africa, the Republic of Namibia and the Kingdoms of Lesotho and eSwatini.
If the information regarding South African authorised dealers in foreign exchange and authorised banks is not given in terms of the paragraphs above, the share certificates or share statements and any Cash Consideration will be held in trust by the Company for the shareholders concerned pending receipt of the necessary information or instruction. No interest will be paid on any cash so held in trust.
On any implementation of an Odd-lot Offer, as regards persons resident in, or citizens of, jurisdictions outside the United Kingdom or South Africa, such Odd-lot Offer may be affected by the laws of the relevant jurisdictions.
Before participating in any Odd-lot Offer, Overseas Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of Overseas Shareholders to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.
An Odd-lot Offer is a way of offering shareholders who hold fewer than 100 Ordinary Shares an opportunity to sell their shares at a 5% premium to the market price.
As part of our drive for efficiency in how we run our business and consistent with our desire to act in the best interests of all our shareholders, we intend to undertake an Odd-lot Offer. We are seeking shareholder approval to undertake an Odd-lot Offer at the AGM. The Board will determine if an Odd-lot Offer will be made in due course.
Quilter currently has approximately 460,000 shareholders, of which around 220,000 each hold fewer than 100 Ordinary shares. These principally South African shareholders were originally granted their shares in Old Mutual plc from their interest as policy holders when that business demutualised in 1999. They have not actively chosen to invest in a UK domiciled company and have become Quilter shareholders as a result of our Managed Separation from Old Mutual plc.
The proposed Odd-lot Offer will reduce the complexity and cost of managing our shareholder base and will allow investors holding small numbers of Ordinary Shares to dispose of their holdings in a timely and cost effective manner. Shareholders are being asked to approve a change to our Articles of Association so that Odd-lot Holders who do not respond to the Odd-lot Offer are deemed to have agreed to accept it. Eligible shareholders can elect to retain their shareholding in Quilter, if they so choose.
Odd-lot Holders are those shareholders who:
Holdings of Ordinary Shares either (i) in certificated and uncertificated form or (ii) on different registers or (iii) through different CSDPs will be treated as separate holdings for the purposes of determining whether shareholders will be entitled to participate in an Odd-lot Offer.
Persons who hold fewer than 100 Ordinary Shares in certificated form on either the UK Register or the SA Register will be entitled to participate in an Odd-lot Offer. Persons who hold shares in uncertificated form on the SA Register can participate in an Odd-lot Offer if they hold, directly or indirectly, on behalf of a person with a beneficial interest in fewer than 100 Ordinary Shares held through a (a) CSDP or broker and that interest is recorded in the relevant beneficial holder records maintained by a CSDP or broker and disclosed to the Company or its agent via the disclosure of information on beneficial holdings prescribed by the Strate Directive or (b) Foreign Nominee and that interest is recorded as such in the relevant beneficial holder records maintained by that nominee and disclosed
to the Company or its agent by it. Persons who may otherwise hold a beneficial interest in Ordinary Shares, whether indirectly through CSDPs or brokers or otherwise, will not be entitled to participate in an Odd-lot Offer.
Persons who are not recorded directly on the records maintained by such CSDPs or brokers and are neither registered shareholders nor hold their Ordinary Share interests directly through a nominee, but who may otherwise hold a beneficial interest in Ordinary Shares indirectly through such CSDPs or brokers, will not be entitled to participate in an Odd-lot Offer.
CREST holders with fewer than 100 Ordinary Shares will not be able to participate in the Odd-lot Offer unless they rematerialise their shares by the First Record Date.
Shareholders are requested to vote on whether they would like to approve the amendment to the Company's Articles of Association which enables the Company to carry out an Odd-lot Offer and approve the mechanics of how the Directors will make the offer.
Subject to shareholder approval, the Directors will have the authority to determine when to carry out an Odd-lot Offer at any time in the next 18 months. The Odd-lot Offer itself is not being made now.
The detailed timetable for implementation of any proposed Odd-lot Offer will be communicated to eligible shareholders once any such Odd-lot Offer is made. The Directors shall be able to determine the details of such timetable at their sole discretion.
Eligible shareholders who hold Odd-lots will be written to at that time. You do not need to take any other action now.
If you are a shareholder holding an Odd-lot and you do not take any action, your holding will automatically be acquired by the Company under the terms of an Odd-lot Offer. Once you have provided the surrender documentation, the proceeds of the sale will be remitted to you.
the UK Companies Act 2006, as amended
the Annual General Meeting of the Company to be held on 16 May 2019
a day other than a Saturday, Sunday or public holiday in South Africa or the UK, as the context requires
not in uncertificated form or dematerialised form
Quilter plc
the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755)) in respect of which Euroclear UK & Ireland Ltd is the operator
a Central Securities Depository Participant in South Africa appointed by a shareholder for purposes of, and in regard to, dematerialisation, and to hold and administer securities or an interest in securities on behalf of a shareholder
the process whereby paper share certificates are replaced with electronic records of ownership of shares or securities under Strate with a CSDP or broker
the directors of the Company
Friday 26 April 2019, being the first date on which a shareholder must be an Odd-lot Holder to be eligible to participate in an Odd-lot Offer
Corpserve Nominees (Private) Limited (registered number 2421/2015, a private company incorporated in accordance with the laws of Zimbabwe) or National Bank of Malawi Nominees Limited (registered number 970, a company incorporated in accordance with the laws of Malawi)
the Form of Election/Surrender to be sent to Odd-lot Holders pursuant to the terms of an Odd-lot Offer
the Form of Surrender to be sent to Odd-lot Holders pursuant to the terms of an Odd-lot Offer
the UK Financial Services and Markets Act 2000, as amended
the Company together with its consolidated subsidiaries and subsidiary undertakings
the JSE Limited, a company incorporated under the laws of South Africa with registration number: 2005/022939/06, licensed as an exchange under the South African Financial Markets Act, No. 19 of 2012
the London Stock Exchange plc
the separation of the Company from Old Mutual plc implemented on 25 June 2018
the notice of the Annual General Meeting as set out in this document
members who hold Odd-lots
(a) a certificated holding in aggregate of fewer than 100 Ordinary Shares in the Company (whether on the main register or on the South African branch of the register); or (b) in relation to the SA Register only, a holding of shares, either directly or indirectly, on behalf of a person with a beneficial interest in fewer than 100 Ordinary Shares as a nominee in accordance with the rules and procedures of Strate and that beneficial interest is either (I) recorded as such in the relevant beneficial holder records maintained by a CSDP or broker and disclosed to the Company or its agent via the disclosure of information on beneficial holdings prescribed by the Strate Directive or (II) recorded as such in the relevant beneficial holder records maintained by a Foreign Nominee and disclosed by it to the Company or its agent
the Odd-lot Offer being made to Odd-lot Holders by which the Company will be able to purchase, at a 5% premium, the Ordinary Shares held by those shareholders who hold fewer than 100 Ordinary Shares in the Company and do not choose to retain their holding in accordance with the terms of the offer
the price per Ordinary Share to be paid to Odd-lot Holders whose Ordinary Shares are to be purchased pursuant to the Odd-lot Offer as described in the paragraph entitled "Offer Price" on page 7
ordinary shares of 7 pence each in the capital of the Company
shareholders resident in jurisdictions other than the United Kingdom or South Africa
the purchase contract to be entered into between the Company and those shareholders who are Odd-lot Holders on the First Record Date pursuant to which the Company will purchase the Odd-lot holdings of those shareholders who were Odd-lot Holders on the First Record Date and who remain Odd-lot Holders on the Second Record Date (and who do not elect to retain their Odd-lot holding) a draft of which is to be tabled at the AGM and initialled by the Chairman for the purposes of identification
together the UK Registrar and the SA Registrar and "Registrar" means either one as the context may require
the branch register of members of the Company in South Africa
Link Market Services South Africa (Pty) Limited (Registration number 2000/007239/07), a private company incorporated in South Africa
a record date to be announced by the Directors when an Odd-lot Offer is declared
the Stock Exchange News Service of the JSE
Republic of South Africa
Strate Proprietary Limited (Registration number 1998/022242/07), a private company incorporated in South Africa and the electronic clearing and settlement system used by the JSE to settle trades
the Strate Directive SA.8 issued by Strate made in Special Gazette No. S7-2017, as the same may be amended by Strate from time to time
the United Kingdom Listing Authority
the register of members of the Company in the UK, excluding, for the avoidance of doubt, the SA Register
Equiniti Limited (registered number 06226088), a private company incorporated in England and Wales
recorded on the relevant register or other record of the share or other security concerned as being held in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by means of CREST or, in the case of Strate, recorded on a sub-register maintained by a CSDP, title to which may be transferred by means of Strate
the United Kingdom of Great Britain and Northern Ireland
Board Audit Committee
Board Corporate Governance and Nominations Committee
Board Remuneration Committee
Board Risk Committee
Major subsidiary board membership – please refer to the table on page 13 for more information
Paul Feeney Chief Executive Officer Appointed August 2012
Skills and experience: Paul Feeney is responsible for creating and developing the vision and strategy of the Group. His extensive knowledge of the asset and wealth management industry derives from experience gained in his roles as CEO of NatWest Private Bank and of NatWest Investments USA, Group Managing Director and Head of Distribution for Gartmore Investment Management and Global Head of Distribution at BNY Mellon Asset Management International.
Other appointments: Paul is a member of the FCA Practitioner Panel.
Rosie Harris Independent Non-executive Director Appointed April 2017
Skills and experience: Rosie Harris has extensive knowledge and experience of risk management within financial services. She has served as Chief Operating Officer (UK and Europe) at Prudential plc, Group Risk Director at Old Mutual plc and Chief Risk Officer (Insurance) and Managing Director for General Insurance at Lloyds Banking Group plc. From 2012 to 2015, Rosie was the Group Chief Risk Officer at Friends Life plc and, following Aviva's acquisition of Friends Life plc, was appointed Chief Risk Officer for UK Life at Aviva plc until her retirement in 2017. Rosie is a member of the Institute of Chartered Accountants in England and Wales.
Other appointments: Rosie is a Non-executive Director of Tokio Marine Kiln's Insurance and Syndicates businesses and chairs its Risk Committee.
Glyn Jones Non-executive Chairman Appointed November 2016
Skills and experience: Glyn Jones is an experienced chairman and non-executive director, having served as chairman of Aldermore Group plc, Hermes Fund Managers, BT Pension Scheme Management and Towry, a financial planning and wealth advice business. He has also served as Senior Independent Director at Direct Line Insurance Group. Glyn has significant UK and international financial services consultancy experience, having specialised in the sector while at PwC's predecessor firm, Deloitte, Haskins & Sells, before moving on to run Standard Chartered's international private banking business in Hong Kong. Glyn has also served as CEO of Coutts Group and Gartmore Investment Management.
Glyn is a Fellow of the Institute of Chartered Accountants in England and Wales.
Other appointments: Glyn chaired Aspen Insurance Holdings, a New York Listed international speciality insurance business, from 2007 until February 2019.
Suresh Kana Independent Non-executive Director
Appointed August 2018
Skills and experience: Dr Suresh Kana is a highly experienced South African businessman who has spent over three decades working in various roles at PwC, most recently as Chief Executive Officer and territory Senior Partner of PwC Africa. He has a wealth of South African business, public company and corporate governance experience and served as Chairman of Imperial Holdings Limited until its de-merger in November 2018. Suresh is a Chartered Accountant and Fellow of the Institute of Directors.
Other appointments: Suresh is Chairman of Murray & Robert Holdings Limited and an independent Non-executive Director of JSE Limited and a member of its Audit, Risk and SRO Committees. He is Chairman of the Financial Reporting Standards Council in South Africa, Deputy Chair of the Integrated Reporting Committee of South Africa and Trustee of the International Financial Reporting Standards Foundation. He is also a Member of the Illovo Sugar Limited Advisory Panel and Chairman of South Africa's King Committee on Corporate Governance.
Moira Kilcoyne Independent Non-executive Director
Appointed December 2016
Skills and experience: Moira Kilcoyne brings over 25 years of technology and cyber security leadership and has spent much of her career working in senior technology roles in both London and New York, predominantly with Morgan Stanley and Merrill Lynch. Moira recently retired from Morgan Stanley having held the role of Managing Director and Co-Chief Information Officer for global technology and data at Morgan Stanley since 2013.
Other appointments: Moira is a director of Citrix Systems Inc where she is also a member of its Audit Committee. She is also a Trustee of the board of Manhattan College.
Jon Little Independent Non-executive Director
Appointed May 2017
Skills and experience: Jon Little has over 30 years' experience in the investment management business internationally. Jon has worked at Fidelity, JP Morgan Investment Management and held various senior executive roles at BNY Mellon – latterly as Vice Chairman responsible for the international asset management business. He has served as Chairman of The Dreyfus Corporation in New York and Insight Investment Management. Jon has also served on various asset management boards, including Newton, Walter Scott, Pareto and Alcentra, and as a Non-executive Director of Jupiter Fund Management plc.
Other appointments: Jon is a founder and managing partner at Northill Capital since November 2010 and is Chairman of the Oxford Brookes Endowment Investment Committee.
Ruth Markland Senior Independent Non-executive Director Appointed June 2018
Skills and experience: Ruth Markland brings a wealth of FTSE 100 Board experience, having spent 12 years on the board of Standard Chartered plc and over 10 years on the board of Sage Group plc. In both companies, Ruth served as Senior Independent Director and Chair of the Remuneration Committee. In her various board roles, Ruth has had extensive board committee experience including audit, risk, remuneration, nominations and financial crime risk committees.
Ruth headed the commercial practice of Freshfields Bruckhaus Deringer in London for a number of years and then became the Managing Partner of the Asia business, based in Hong Kong.
Other appointments: Ruth is a member of the Supervisory Board of Arcadis NV and an Independent Non-executive for Deloitte LLP.
Paul Matthews Independent Non-executive Director Appointed August 2018
Skills and experience: Paul Matthews is a highly experienced FTSE 100 plc board director who has over four decades' worth of knowledge of the savings and pensions industry. Until he retired from full-time executive roles, Paul worked at Standard Life undertaking various roles between 1989 and 2017, including as a Group Executive Director, Chief Executive Officer UK & Europe and Chairman of Standard Life Wealth. Paul has been a member of the FCA Practitioner Panel, a Board Member of the Association of British Insurers and a Member of the Faculty of the Chartered Insurance Institute.
Other appointments: Paul is currently an Executive Mentor at Merryck & Co.
George Reid Independent Non-executive Director Appointed February 2017
Skills and experience: George Reid has a wealth of experience in finance having spent over 20 years in the accounting profession. He served the first 12 years of his career at PwC, returning to the accounting profession in 2006 with Ernst & Young LLP latterly as managing partner and head of financial services for Scotland and UK regions, and serving as a member of the UK Firm's Financial Services Board. Prior to that, George spent seven years in various senior executive roles at Standard Life.
George is a Fellow of the Institute of Chartered Accountants in England and Wales.
Other appointments: George is Chairman of the Children's Hospice Association Scotland.
Mark Satchel Chief Financial Officer Appointed March 2019
Mark was appointed as Chief Financial Officer on 13 March 2019 and has over 20 years' financial and business experience within the industry. He previously served as CFO of the business from 2010 to August 2017 and as Corporate Finance Director for the 17-month period to March 2019.
Mark joined Old Mutual in the UK in January 2000 and held numerous leadership positions within the finance function and businesses at Old Mutual plc. Mark played a lead role in the acquisitions of Intrinsic and Quilter Cheviot and was instrumental in implementing the Group's successful business model. Mark is qualified as a Chartered Accountant in South Africa, and worked for KPMG in both South Africa and Canada prior to moving to the UK.
Cathy Turner Independent Non-executive Director
Appointed December 2016
Skills and experience: Cathy Turner is an experienced non-executive director with significant industry knowledge of HR and remuneration matters, having served as group HR Director at Barclays plc where she was also a member of the group executive committee. At various times, her responsibilities also included group strategy and investor relations. Her most recent executive role was as Chief Administration Officer at Lloyds Banking Group plc where she was responsible for a number of corporate functions.
Other appointments: Cathy serves as a Non-executive Director and Chair of the Remuneration Committees at Countrywide and Aldermore Group. She is also a partner at the senior advisory organisation, Manchester Square Partners.
| Major subsidiary board memberships | ||
|---|---|---|
| Rosie Harris | Director and member of the Governance, Audit and Risk Committee of Quilter Cheviot Limited |
|
| Jon Little | Chairman of Quilter Investors Limited | |
| Ruth Markland | Director of Old Mutual International Isle of Man Limited | |
| Paul Matthews | Director and member of the Governance, Audit and Risk Committee of Intrinsic Financial Services Limited |
|
| George Reid | Chairman and member of the Governance, Audit and Risk Committee of Old Mutual Wealth Limited, Old Mutual Wealth Life & Pensions Limited and Old Mutual Wealth Life Assurance Limited |
|
| Cathy Turner | Director of Quilter Investors Limited |
A new Article 132 is to be added to the Company's Articles of Association as follows:
10.Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
14.As at 18 March 2019 (being the latest practicable date prior to publication of this circular), the Company's issued share capital consists of 1,902,251,098 Ordinary Shares carrying one vote each. No shares are held in treasury. Therefore, the total voting rights in the Company as at 18 March 2019 are 1,902,251,098.
15.All resolutions will be put to vote on a poll. This will result in a more accurate reflection of the views of shareholders by ensuring that every vote is recognised, including the votes of all shareholders who are unable to attend the meeting but who appoint a proxy for the meeting. On a poll, each shareholder has one vote for every share held.
16.Under section 527 of the Act members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Act. The Company may not require the members requesting such website publication to pay its expenses in complying with sections 527 or 528 of the Act, and it must forward the statement to the Company's auditors not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Act to publish on its website.
18.A copy of this notice, and other information required by section 311A of the Act can be found at quilter.com/agm.
20.Under section 338 and section 338A of the Act, members meeting the threshold requirements in those sections have the right to require the Company (i) to give, to members of the Company entitled to receive notice of the meeting, notice of a resolution which may properly be moved and is intended to be moved at the meeting; and/or (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise), (b) it is defamatory of any person, or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authenticated by the person or persons making it, must be received by the Company not later than Wednesday 3 April 2019, being the date six clear weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.
21.Copies of: (i) the Executive Directors' service contracts and the Non-executive Directors' terms of appointment are available for inspection from the date of this notice; and (ii) the contingent purchase contract referred to in resolution 21 and the purchase contract referred to in resolution 24 are available for inspection for 15 days ending on the date of the AGM. Each are available for inspection at the registered office of the Company during normal business hours and at the place of the meeting for a period from 15 minutes immediately before the meeting until its conclusion.
22.If you have any questions relating to this document or the completion and return of the proxy form/voting instruction form, please contact the relevant Registrar using the contact details set out on page 17.
| Date | Thursday 16 May 2019 | |
|---|---|---|
| Time | 11:00am | |
| Location | The Presentation Suite Millennium Bridge House 2 Lambeth Hill London EC4V 4AJ |
The AGM will start promptly at 11:00am (UK time). Please allow at least 15 minutes for security and registration. Tea, coffee and biscuits will be available before the meeting.
The final voting results are expected to be released to the LSE and JSE on Thursday 16 May 2019 and will be available at quilter.com/agm.
Admission cards should be presented to Equiniti, who will be available as you arrive at the venue. Corporate representatives, proxies and guests should register at the registration desk, which will be located in the reception area.
Standard security measures will be in place to ensure your safety. Please note that bag searches may be in operation and any items deemed inappropriate will be removed and stored until the end of the event. Flash photography and the use of recording devices is not allowed at the AGM.
There is wheelchair access to the venue and induction loop facilities will be available.
Millennium Bridge House is within walking distance of the following train and underground stations:
The venue can also be accessed via bus routes 4, 11, 15, 17, 26, 76, 388 and 521.
Shareholders can find up to date information about Quilter on our website, quilter.com. We will publish a webcast of the AGM and the voting results as soon as possible after the meeting.
You can also find our latest Annual Report and dividend information, as well as press releases, investor presentations and key dates for your calendar.
| Shareholders on the UK Register | Shareholders on the SA Register | |
|---|---|---|
| Registrar | Equiniti Limited Aspect House Spencer Road Lancing West Sussex BN99 6DA United Kingdom |
Link Market Services South Africa (Pty) Limited PO Box 10462 Johannesburg, 2000 South Africa |
| Telephone | 0333 207 5953 (if calling from the UK) +44 (0) 121 415 0113 (if calling from overseas) Lines open 8:30am to 5:30pm (UK time), Monday to Friday, excluding UK public holidays. |
086 140 0110 / 086 154 6566 (if calling from SA) +27 11 029 0251 / +27 11 715 3000 (if calling from overseas) |
| Web/Email | www.shareview.co.uk | [email protected] |
Quilter plc Millennium Bridge House 2 Lambeth Hill London EC4V 4AJ United Kingdom quilter.com
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