Pre-Annual General Meeting Information • Apr 14, 2021
Pre-Annual General Meeting Information
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14 April 2021
Dear Shareholder,
The Notice of the Annual General Meeting of FBD Holdings plc (the "Company" or "FBD"), which will be held at 11.00 a.m. on 12 May 2021 in FBD House, Bluebell, Dublin 12, follows this letter on pages 4 to 8.
In light of the Irish Government's Covid-19 restrictions in relation to public gatherings, and to prioritise the health and safety of our shareholders and other stakeholders who would ordinarily choose to attend the meeting, the Board of FBD have decided that our 2021 Annual General Meeting will be held at our head office at FBD House, Bluebell, Dublin 12, Ireland, with the minimum quorum in accordance with the Articles of Association of the Company.
As personal attendance at the AGM may present a real risk to you and to others, shareholders are requested not to attend the meeting in person but are encouraged to listen in to the meeting electronically (see details below on how to join the meeting electronically) and to submit a proxy form to ensure they can vote and be represented at the Annual General Meeting. Please refer to notes 2 to 4 in the Notice of Annual General Meeting on how to appoint a proxy and related deadlines.
For those who intend to appoint a proxy other than the Chair of the AGM, we would ask that you would additionally appoint the Chair of the AGM as an alternative to facilitate your vote being included in the event that such proxy is not in a position to attend the AGM.
For those shareholders who traditionally attend our AGM in person, your contribution is still valued and we ask that you refrain from attending the AGM in person but instead:
Please also see the information leaflet relating to COVID 19 accompanying the Notice of this Meeting.
I want to set out in this letter details of the business to come before the meeting.
Firstly I refer to the 2019 proposed dividend which had been withdrawn from consideration for last year's annual general meeting as a result of the uncertainty in respect of the impact of the Covid-19 Pandemic on the business. Given the continuing uncertainty prevailing, the Board continues to believe that capital preservation is paramount and therefore no dividend is being proposed at this time. The Board will however keep the matter of capital return to shareholders under continuous review.
In addition to the standard resolutions annually presented to shareholders for approval the Company is presenting its Remuneration Policy for an advisory vote. Further details can be found in Resolution 3.
The Board is also proposing a change to the Constitution of the Company to remove the age limitation at which time a director must resign. Further details can be found in Resolution 7 below.
Resolution 1 deals with the consideration of the Financial Statements of the Company for the year ended 31 December 2020.
Resolution 2 asks shareholders to receive and consider the Report on Directors' Remuneration. This Report is set out on pages 66 to 78 of the Annual Report. The resolution is an advisory resolution only and is being put to shareholders in accordance with the Section 1110N of the Companies Act 2014. While this is the first year that this is a requirement under the Companies Act, it has been the practice of the Board since 2010 to put the Report on Directors' Remuneration to a shareholder vote in recognition that the tabling of such a resolution is best practice in this area and an acknowledgement of shareholders' rights to have a "say on pay".
Resolution 3 asks shareholders to receive and consider the Remuneration Policy for Executive and Non-Executive Directors (as set out on pages 67 to 71 of the 2020 Annual Report), in accordance with Section 1110M of the Companies Act 2014. This will be the first time that the Company has presented its Remuneration Policy to shareholders for approval and it is intended that the Policy will apply for a four year period or until an amended Policy is put to the shareholders for approval.
The Board welcomes this change as an acknowledgment of shareholders' right to have a say on these matters and in furtherance of the Company's commitment to corporate governance best practice. Remuneration arrangements are determined throughout the Group based on the same principle – reward should be sufficient in order to attract, retain and motivate high performing individuals who are critical to the future development of the Group. Both the Remuneration Committee and the Board strongly believe that the proposed Remuneration Policy will continue to best serve the Group's strategic ambitions and incentivise executives and the wider senior management team to create value for our shareholders.
Resolution 4 deals with the proposed re-election of all of the Directors who are proposed for re-election. The Board has adopted the practice that all Directors continuing in office will submit themselves for re-election at each Annual General Meeting. This was done for the first time in 2011. Biographies of all the Directors proposed for re-election are set out on pages 44 to 45 of the Annual Report in the Report of the Directors.
Page 64 of the Annual Report outlines the balance of skills and experience that the Board has identified as critical to its composition at this time and to the Group's long term sustainable success. A formal evaluation of the performance of each Director has been undertaken. I can confirm that each Director continues to contribute and perform effectively and demonstrates commitment to their role as Director.
Resolution 5 is a standard resolution which authorises the Directors to fix the remuneration of the Auditors. Under Irish company law, the Auditors, PricewaterhouseCoopers, are deemed to be re-appointed in accordance with S.383 of the Companies Act 2014. The Audit Committee last put the provision of audit services to the Company out to tender in 2015.
Resolution 6 will be proposed as an Ordinary Resolution to renew the Directors' authority under Section 1021 of the Companies Act 2014 to allot shares up to an aggregate nominal value of €6,940,388 (representing approximately 33% of the issued ordinary share capital (excluding treasury shares) as at 14 April 2021 (the latest practicable date prior to the publication of this letter)).
The total number of treasury shares held by the Company as at 14 April 2021 is 408,744 representing 1.17% of the total issued ordinary share capital (excluding treasury shares).
The Board currently has no intention to issue shares pursuant to this authority except for issues of ordinary shares under the Company's employee share schemes or share incentive plans and the Board will only exercise this authority if it considers it to be in the best interests of shareholders generally at that time. This authority, if renewed, will expire on the earlier of the date of the next Annual General Meeting of the Company or 12 August 2022.
Resolution 7 will be proposed as a Special Resolution and proposes to remove the requirement for a director to retire no later than the next Annual General Meeting following their 70th birthday.
Resolution 8 will be proposed as a Special Resolution to renew the Directors' authority to issue shares for cash other than strictly pro-rata to existing shareholdings in certain circumstances being, (a) in the event of a rights issue or any other issue of shares for cash and is limited to an aggregate nominal value of €1,051,574 (representing approximately 5% of the Company's issued ordinary share capital (excluding treasury shares) as at 14 April 2021 being the latest practicable date prior to the publication of this letter) and/or (b) the allotment of equity securities pursuant to the Company's employee share schemes or share incentive plans for the time being in force.
The Board currently has no intention to issue shares pursuant to this authority except for issues of ordinary shares under the Company's employee share schemes or share incentive plans and the Board will only exercise this authority if it considers it to be in the best interests of shareholders generally at that time. This authority, if renewed, will expire on the earlier of the date of the next Annual General Meeting of the Company or 12 August 2022.
Resolution 9 will be proposed as a Special Resolution to renew the authority, the renewal of which is usually sought every year, for the Company, or any subsidiary of the Company, to make market purchases of the Company's ordinary shares up to 10% of the aggregate nominal value of the Company's total issued share capital. The text of the resolution sets out the minimum and maximum prices which may be paid for ordinary shares purchased in this manner.
The total number of conditional awards over ordinary shares in the Company outstanding on 14 April 2021 is 1,210,000 representing 3.4% of the total issued share capital. If the Directors were to exercise the authority being renewed by this resolution up to the maximum allowed and to cancel such shares and all other shares held in treasury, these conditional awards would represent 3.8% of the total issued ordinary share capital (excluding treasury shares).
The Board will only exercise this authority if it considers it to be in the best interests of shareholders generally at that time. This authority, if renewed, will expire on the earlier of the date of the next Annual General Meeting of the Company or 12 August 2022.
Resolution 10 will be proposed as a Special Resolution to set the price ranges at which the Company may re-issue treasury shares off-market.
The Board will only exercise this authority if it considers it to be in the best interests of shareholders generally at that time. This authority, if renewed, will expire on the earlier of the date of the next Annual General Meeting of the Company or 12 August 2022.
Resolution 11 will be proposed as a Special Resolution to maintain the existing authority in the Company's Articles of Association which permits the convening of an Extraordinary General Meeting of the Company on 14 days' notice where the purpose of the meeting is to consider an Ordinary Resolution only.
As personal attendance at the AGM may present a real risk to you and to others, we invite you our shareholders, on this occasion, to submit your proxy forms remotely to ensure that your vote counts at the AGM, thus eliminating the need to attend in person and instead to listen to the proceedings over the telephone conference facility.
For shareholders whose name appears on the Register of Members of the Company (i.e. those shareholders who hold their shares in certificated form and who therefore do not hold their interests in shares as Belgian law rights through the Euroclear Bank system or as CREST Depositary Interests through CREST), the manner in which you exercise your vote is unchanged, please refer to the Form of Proxy for instructions and the notes to the Notice of the Meeting on pages 7 and 8.
Following the migration of the Company's ordinary shares from the CREST system ("CREST") to the system operated by Euroclear Bank SA/NV ("Euroclear Bank") on 15 March 2021, the process for appointing a proxy and/or voting for shareholders whose name does not appear on the Register of Members of the Company will now depend on the manner in which you hold your shares.
Holders of CREST Depositary Interests ("CDIs") ("CDI Holders") and/or participants of the Euroclear Bank system (the "EB System") ("Euroclear Bank participants") should carefully review the document titled "Important Proxy Voting Information", which is available on the FBD website www.fbdgroup.com.
All proxy votes must be received by the Company's Registrar not less than 48 hours before the time appointed for the Meeting i.e. 11 a.m. on 10 May 2021.
The Directors are satisfied that the resolutions set out in the Notice of the Annual General Meeting are in the best interests of the Company and its shareholders. Accordingly the Directors unanimously recommend that you vote in favour of each of the resolutions set out in the Notice of Annual General Meeting, as they intend to do in respect of all of the ordinary shares which they own or control in the capital of the Company.
Yours faithfully,
Liam Herlihy Chairman
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held in FBD House, Bluebell, Dublin 12, Ireland on Wednesday, 12 May 2021 at 11.00 a.m. for the following purposes:
To consider and, if thought fit, pass the following resolutions as Ordinary Resolutions:
or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such offer or agreement as if the authority hereby conferred had not expired.
To consider and, if thought fit, pass the following resolutions as Special Resolutions:
7 That the Articles of Association of the Company be amended by the deletion of the existing Article 81(d) (the wording of which is set out below for reference).
"Notwithstanding sub-clauses (a), (b) and (c), any person appointed to the Board of Directors shall retire no later than the date of the next Annual General Meeting following their 70th birthday."
such power to be effective from the time of passing this Resolution and shall expire at the close of business on the date of the next Annual General Meeting of the Company or the date which is fifteen months after the date on which this Resolution is passed or deemed to have been passed whichever is the earlier, and provided that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power hereby conferred had not expired.
where the average market value of a Relevant Share for the purpose of sub-paragraph (i) shall be an amount equal to the average of the five amounts resulting from determining whichever of the following ((1), (2) or (3) specified below) in relation to the Shares of the same class as the Relevant Share shall be appropriate for each of the five consecutive business days immediately preceding the day on which the Relevant Share is purchased, as determined from the information published in the Euronext Dublin Daily Official List reporting the business done on each of those five business days;
(1) if there shall be more than one dealing reported for the day, the average of the prices at which such dealings took place; or
and if there shall be only a bid (but not an offer) or an offer (but not a bid) price reported, or if there shall not be any bid or offer price reported, for any particular day then that day shall not count as one of the said business days for the purposes of determining the maximum price. If the means of providing the foregoing information as to dealings and prices by reference to which the maximum price is to be determined is altered or is replaced by some other means, then a maximum price shall be determined on the basis of the equivalent information published by the relevant authority in relation to dealings on the Euronext Dublin or its equivalent.
The authority hereby conferred will expire at the close of business on the date of the next Annual General Meeting of the Company or the date which is fifteen months after the date on which this Resolution is passed or deemed to have been passed whichever is the earlier, unless previously varied, revoked or renewed in accordance with the provisions of Section 1074 of the Companies Act 2014. The Company or any such subsidiary may before such expiry enter into a contract for the purchase of Shares which would or might be wholly or partly executed after such expiry and may complete any such contract as if the authority conferred hereby had not expired.
(b) subject to paragraph (c) hereof, the minimum price shall be:
(c) "Appropriate Price" means the average of the five amounts resulting from determining whichever of the following ((i), (ii) or (iii) specified below) in relation to shares of the class of which such treasury shares to be re-issued shall be appropriate in respect of each of the five business days immediately preceding the day on which the treasury share is re-issued, as determined from information published in the Euronext Dublin Exchange Daily Official List reporting the business done on each of those five business days;
and if there shall be only a bid (but not an offer) or an offer (but not a bid) price reported, or if there shall not be any bid or offer price reported for any particular day, then that day shall not count as one of the said business days for the purposes of determining the Appropriate Price. If the means of providing the foregoing information as to dealings and prices by reference to which the Appropriate Price is to be determined is altered or is replaced by some other means, then the Appropriate Price shall be determined on the basis of the equivalent information published by the relevant authority in relation to dealings on the Euronext Dublin or its equivalent; and
(d) "Option Scheme" means any scheme or plan which involves either the issue of options to acquire ordinary shares in the Company or the conditional award of ordinary shares in the Company which has been approved by the Company's shareholders in a General Meeting.
The authority hereby conferred shall expire at the close of business on the date of the next Annual General Meeting of the Company, or the date which is fifteen months after the date on which this Resolution is passed or deemed to have been passed whichever is the earlier, unless previously varied or renewed in accordance with the provisions of Section 1078 of the Companies Act 2014.
11 That it is hereby resolved, in accordance with Section 1102 of the Companies Act 2014, the Directors be and they are hereby authorised to call a General Meeting, other than an Annual General Meeting or a meeting for the passing of a special resolution, on not less than 14 days' notice and accordingly that the provision in Article 50(a) of the Company's Articles of Association shall continue to be effective.
By order of the Board
Company Secretary FBD House, Bluebell, Dublin 12, Ireland 14 April 2021
Every shareholder registered at the record date for the meeting (the "Record Date"), irrespective of how many FBD Holdings plc shares he/she holds, has the right to attend, speak, ask questions and vote at the AGM. Completion of a form of proxy will not affect your right to attend, speak, ask questions and/or vote at the meeting in person.
As advised in the letter from the Chairman all shareholders are strongly encouraged to participate in the AGM by submitting their proxy forms remotely to protect the health and well-being of all participants. To listen to the business of the AGM please find below the telephone conference details provided by the Company for this purpose:
Passcode: 11102931
Participant Event International Dial in: +44 (0) 2071 928338
Ireland, Dublin: 01 5060650
United Kingdom: 08444819752
Germany: 03052002085
United States: 16467413167
Please note that this facility will allow you to listen to the business of the AGM only, you will not be able to use this facility to vote, raise points or issues, ask questions or table resolutions.
For shareholders whose name appears on the Register of Members of the Company (i.e. those shareholders who hold their shares in certificated form and who therefore do not hold their interests in shares as Belgian law rights through the EB System or as CDIs through CREST), you may appoint a proxy by completing the enclosed Form of Proxy. To be valid, Proxy Forms must be delivered in writing, together with any power of attorney or other authority under which it is signed or a certified copy thereof, to the Company's Registrar, Computershare Investor Services (Ireland) Limited,
3100 Lake Drive, Citywest Business Campus, Dublin 24, Ireland to be received no later than 11 a.m. on 10 May 2021. If you are appointing someone other than the Chairman as your proxy, then you must fill in the details of that person in the box located underneath the wording "I/We hereby appoint the Chairman of the Meeting OR the following person" on the Form of Proxy.
You may also submit a proxy by electronic means via the Registrar's website www.eproxyappointment.com.
If you appoint the Chairman or another person as a proxy to vote on your behalf, please make sure to indicate how you wish your votes to be cast by ticking the relevant boxes on the Form of Proxy.
Completing and returning a Form of Proxy will not preclude you from attending and voting at the meeting should you so wish.
CDI Holders and Euroclear Bank participants should carefully review the document titled "Important Proxy Voting Information", which is available on the FBD website www.fbdgroup.com.
As advised in the letter from the Chairman following the outbreak of COVID-19 and the associated health risks, we strongly encourage all shareholders on this occasion to submit their proxy forms remotely to ensure their vote counts at the AGM.
Pursuant to Section 1105 of the Companies Act, 2014, the Company hereby specifies that only those shareholders registered in the Register of Members of the Company as at 6 p.m. on the day which is four days before the date of the meeting (or if the AGM is adjourned, at 6 p.m. on the day which is 4 days before the date appointed for the adjourned meeting) shall be entitled to attend or vote at the Annual General Meeting in respect of the number of shares registered in their name at that time. Changes in the Register after that time will be disregarded in determining the right of any person to attend and/or vote at the meeting or the number of votes any shareholder may have in the case of a poll vote.
As a shareholder, you have several ways to exercise your right to vote:
n By appointing a proxy via the Euroclear Bank processes (for Euroclear Bank participants and CDI Holders in CREST) as set out in the Euroclear Bank Service Description and CREST International Manual.
In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other registered holder(s) and, for this purpose, seniority will be determined by the order in which the names stand in the register of members.
As advised in the letter from the Chairman following the outbreak of COVID-19 and the associated health risks, we strongly encourage all shareholders on this occasion to submit their proxy forms remotely to ensure their vote counts at the AGM. Details of Proxy Voting can be found at Point 2 above.
If you or a group of shareholders hold 1,197,743 or more ordinary or preference shares of €0.60 each in FBD Holdings plc (i.e. at least 3% of the issued share capital of the Company carrying voting rights), you or the group of shareholders acting together have the right to put an item on the agenda for the AGM. In order to exercise this right, written details of the item you wish to have included on the agenda for the AGM together with a written explanation setting out why you wish to have the item included on the agenda, and evidence of the shareholding, must have been received by the Company Secretary at FBD Holdings plc, FBD House, Bluebell, Dublin 12, Ireland or by e-mail to [email protected] no later than 11 a.m. on Wednesday, 31 March 2021 (i.e. 42 days before the time scheduled for the holding of the AGM). An item cannot be included on the agenda for the AGM unless the foregoing conditions are satisfied and it is received by the stated deadline.
If you or a group of shareholders hold 1,197,743 or more ordinary and/or preference shares of €0.60 each in FBD Holdings plc (i.e. at least 3% of the issued share capital of the Company carrying voting rights), you or the group of shareholders acting together have the right to table a draft resolution for inclusion on the agenda for the AGM subject to any contrary provision in company law.
In order to exercise this right, the text of the draft resolution and evidence of shareholding must have been received by post by the Company Secretary at FBD Holdings plc, FBD House, Bluebell, Dublin 12, Ireland or by email to [email protected] no later than 11 a.m. on Wednesday 31 March 2021 (i.e. 42 days before the time scheduled for the holding of the AGM).
A resolution cannot be included on the agenda for the AGM unless it is received in either of the foregoing manners by the stated deadline. Furthermore, shareholders are reminded that there are provisions in company law, and otherwise, which impose other conditions on the right of shareholders to propose resolutions at a General Meeting of a company.
Pursuant to Section 1107 of the Companies Act 2014, shareholders have a right to ask questions related to items on the AGM agenda and to have such questions answered by the Company subject to any reasonable measures the Company may take to ensure the identification of shareholders.
Any questions a shareholder wishes to raise that they might otherwise have raised in person at the AGM please email [email protected] with your question no later than 11 a.m. on 10 May 2021. Questions received will be addressed at the meeting.
The annual Financial Statements, reports of the Directors and the Auditors and the Report of the Remuneration Committee are contained in the Company's Annual Report which was dispatched to shareholders on 14 April 2021. The Annual Report is also available on the Company's website www.fbdgroup.com.
Should you not receive a Form of Proxy, or should you wish to be sent copies of any documents relating to the meeting, you may request these by telephoning the Company's Registrar on +353 1 4475 101 or by writing to the Company Secretary either by post at FBD House, Bluebell, Dublin 12, Ireland or by e-mail to [email protected].
The Memorandum and Articles of Association of the Company are available on the Company's website www.fbdgroup.com and may also be inspected during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the Company's Registered Office at FBD House, Bluebell, Dublin 12, Ireland up to and including the date of the Annual General Meeting and at the Annual General Meeting itself.
This AGM notice, details of the total number of shares and voting rights at the date of giving this notice, the documents to be submitted to the meeting, copies of any draft resolutions and a copy of the Form of Proxy are available on the Company's website at www.fbdgroup.com.
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