AGM Information • Jun 19, 2015
AGM Information
Open in ViewerOpens in native device viewer
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice from a stockbroker, bank manager, solicitor, accountant, or other financial adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your AO World Plc ordinary shares, please send this document, together with the accompanying documents (but not the personalised Form of Proxy), as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee.
Notice of the Annual General Meeting of AO World Plc to be held at 10 am on Tuesday 21 July 2015 at AO Park, 5A The Parklands, Lostock, Bolton, BL6 4SD is set out at the end of this document.
A Form of Proxy for use at the Annual General Meeting is enclosed.
To be valid, the Form of Proxy should be completed and returned in accordance with the instructions printed thereon as soon as possible but in any event so as to arrive not later than 10 am on Friday 17 July 2015.
Please note that the Form of Proxy can be delivered in hard copy form by post, by courier or by hand to the Capita Asset Services at the address printed on the back of the Form of Proxy or, if preferred, in an envelope to FREEPOST CAPITA PXS (please note delivery using this service can take up to five business days) or by completing it online at https://www.aoshareportal.com/. CREST members may utilise the CREST electronic proxy appointment service.
Registered Office: Directors:
AO Park Richard Rose 5A The Parklands John Roberts Lostock Steve Caunce Bolton Bill Holroyd BL6 4SD Chris Hopkinson Brian McBride Marisa Cassoni Rudolf Lamprecht
19 June 2015
To the holders of AO World Plc ordinary shares
Dear Shareholder
I am pleased to be writing to you with details of our second Annual General Meeting ("AGM") which we are holding at AO Park, 5A The Parklands, Lostock, Bolton, BL6 4SD on 21 July 2015 at 10 am.
The AGM allows the Board to present the Company's strategy and financial results to shareholders and gives shareholders the opportunity to meet members of the Board and raise questions they may have. Your participation is important to us and we hope to see as many of you as possible. However, we ask shareholders to complete, sign and return the Form of Proxy whether or not you intend to be present at the AGM. As with many other public companies, voting on all resolutions proposed at the AGM will be by way of a poll as the Board believes this is a more transparent method of voting.
The formal notice of AGM is set out on pages 6 and 7 of this document and the remainder of this document explains certain elements of the business to be considered at the AGM, the action to be taken and the recommendation of the Board as to voting on the resolutions proposed.
The Chairman will present the Annual Report and Accounts for the year ended 31 March 2015 to the AGM. These accounts accompany this circular.
The Directors' Remuneration Report is set out in the Annual Report on pages 56 to 67.
Resolution 2 is the ordinary resolution to approve the Directors' Remuneration Report other than the part containing the Directors' Remuneration Policy. Resolution 2 is an advisory resolution and does not affect the future remuneration paid to any Director.
The report gives details of the Directors' remuneration for the year ended 31 March 2015. The report also includes details of the Remuneration Committee's representations and activities. The Company's Auditors Deloitte LLP have audited those parts of the Remuneration Report which are required to be audited and their report is issued in the 2015 Annual Report and Accounts.
At the 2014 AGM, the Directors' Remuneration Policy was approved by shareholders. The Directors' Remuneration Policy is not therefore required to be approved at this year's AGM. The policy will be put to shareholders again no later than the Company's AGM in 2017.
Resolutions 3 to 9 inclusive deal with the re-election of the Directors. In accordance with the requirements of the UK Corporate Governance Code (the "Code") all of the Directors are standing for re-election by the shareholders at this year's AGM, with the exception of Bill Holroyd who is retiring from the Board at the end of this year's AGM and is not seeking re-election. The whole of the Board and I would like to thank Bill for his hard work and dedication over the years. It is not proposed to replace Bill at this time and his committee duties will be assumed by other members of the Board. Biographies of each of the Directors seeking re-election can be found on pages 10 and 11 of this document. The Board has confirmed following a performance review that all Directors standing for re-election continue to perform effectively and demonstrate commitment to their roles. The Board has considered whether each of the independent Non-Executive Directors is free from any relationship that could materially interfere with the exercise of his or her independent judgment and has determined that each continues to be considered independent.
Resolution 10 relates to the reappointment of Deloitte LLP as the Company's Auditors to hold office until the next AGM of the Company.
Resolution 11 authorises the Audit Committee of the Board to set their remuneration.
Resolution 12 deals with the Directors' authority to allot shares.
At the last AGM of the Company held on 17 July 2014, the Directors were given authority to allot ordinary shares in the capital of the Company up to a maximum nominal amount of £350,877.16, equal to one-third of the Company's then issued ordinary issued share capital and up to a maximum aggregate nominal value of £701,754.39 equal to two-thirds of the issued share capital of the Company where an offer is made in connection with a fully pre-emptive rights issue. This authority expires at the end of this year's AGM. Resolution 12 will, if passed, renew this authority to allot.
The Investment Association ("IA") guidelines on directors' authority to allot shares state that IA members will regard as routine, resolutions seeking authority to allot shares representing up to two-thirds of the Company's issued share capital, provided that any amount in excess of one-third of the Company's issued share capital is only used to allot shares pursuant to a fully pre-emptive rights issue.
In light of these guidelines, the Board considers it appropriate that Directors be granted authority to allot ordinary shares in the capital of the Company up to a maximum nominal amount of £701,754.38 representing two-thirds of the Company's issued ordinary share capital as at 12 June 2015 (the latest practicable date prior to publication of this document). Of this amount a nominal amount of £350,877.16 (representing approximately one-third of the Company's issued ordinary share capital) can only be allotted pursuant to a rights issue. The power will last until the end of the next AGM of the Company or, if earlier, on 20 October 2016.
The Directors have no present intention of allotting new ordinary shares other than in relation to the Company's employee share schemes. However, the Directors consider it appropriate to maintain the flexibility that this authority provides.
As at the date of this letter the Company does not hold any shares in the capital of the Company in treasury.
Resolution 13 will give the Directors authority to allot ordinary shares in the capital of the Company pursuant to the authority granted under Resolution 12 above for cash without complying with the pre-emption rights in the Companies Act 2006 in certain circumstances. This authority will permit the Directors to allot:
This disapplication authority is in line with institutional shareholder guidance, and in particular with the Pre-emption Group's Statement of Principles (the "Pre-emption Principles"). The Pre-emption Principles were revised in 2015 to allow the authority for an issue of shares for cash otherwise than in connection with a pre-emptive offer to be increased from 5% to 10% of the Company's issued ordinary share capital, provided that the Company confirms that it intends to use the additional 5% authority only in connection with an acquisition or specified capital investment. The Board therefore confirms, in accordance with the Pre-emption Principles, that to the extent that the authority in paragraph (b) of Resolution 13 is used for an issue of ordinary shares with a nominal value in excess of £52,631.57 (that is 5% of the Company's issued ordinary share capital as at 12 June 2015), it intends that it will only be used in connection with an acquisition or specified capital investment which is announced contemporaneously with the issue, or which has taken place in the preceding six-month period and is disclosed in the announcement of the issue. The Directors also confirm, in accordance with the Pre-emption Principles, that it does not intend to issue shares for cash representing more than 7.5% of the Company's issued ordinary share capital in any rolling three-year period, other than to existing shareholders, save as permitted in connection with an acquisition or specified capital investment as described above, without prior consultation with shareholders.
As noted in relation to Resolution 12 above, the Directors have no current intention of issuing ordinary shares other than in relation to the Company's employee shares schemes.
The authority contained in Resolution 13 will expire upon the expiry of the authority to allot shares conferred in Resolution 12 (that is at the end of the next AGM of the Company or, if earlier, on 20 October 2016).
Resolution 14 gives the Company authority to buy back its own ordinary shares in the market as permitted by the Companies Act 2006. The authority limits the number of shares that could be purchased to a maximum of 42,105,263 shares (representing approximately 10% of the Company's issued ordinary share capital as at 12 June 2015 (the latest practicable date prior to publication of this document)) and sets minimum and maximum prices. This authority will expire at the end of the next AGM of the Company or, if earlier, on 20 October 2016.
The Directors have no present intention of exercising the authority to purchase the Company's ordinary shares but will keep the matter under review, taking into account the financial resources of the Company, the Company's share price and future funding opportunities. The authority will be exercised only if the Directors believe that to do so would result in an increase in earnings per share and would be in the interests of shareholders generally. Any purchases of ordinary shares would be by means of market purchases through the London Stock Exchange.
Listed companies purchasing their own shares are allowed to hold them in treasury as an alternative to cancelling them. No dividends are paid on shares while they are held in treasury and no voting rights attach to treasury shares.
If Resolution 14 is passed at the AGM, it is the Company's current intention to cancel the shares it may purchase pursuant to the authority granted to it except that sufficient shares will be held in treasury to meet the requirements of the Company's employee share schemes. However, in order to respond properly to the Company's capital requirements and prevailing market conditions, the Directors will need to reassess at the time of any and each actual purchase whether to hold the shares in treasury or cancel them, provided it is permitted to do so. As at 12 June 2015 (the latest practicable date prior to the publication of this letter), there were options to subscribe for ordinary shares in the capital of the Company representing 1.01% of the Company's issued share capital (excluding treasury shares). If the authority to purchase the Company's ordinary shares being sought in Resolution 14 were to be exercised in full, these options would represent 1.13% of the Company's issued share capital (excluding treasury shares).
Resolution 15 deals with political donations. Under the Companies Act 2006, political donations to any political parties, independent election candidates or political organisations or the incurring of political expenditure are prohibited unless authorised by shareholders in advance. What constitutes a political donation, a political party, a political organisation or political expenditure is not easy to decide, as the legislation is capable of wide interpretation. Sponsorship, subscriptions, payment of expenses, and support for bodies representing the business community in policy review or reform, may fall within this.
Therefore, notwithstanding that the Company has not made a political donation in the past, and has no intention either now or in the future of making any political donation or incurring any political expenditure in respect of any political party, political organisation or independent election candidate, the Board has decided to put forward Resolution 15 to renew the authority granted by shareholders at the last AGM. This will allow the Company to continue to support the community and put forward its views to wider business and Government entities without running the risk of being in inadvertent breach of the Companies Act 2006.
The authority is subject to a maximum amount of £50,000 for each type of payment and will cover the period from the date Resolution 15 is passed until the end of the next AGM of the Company or, if earlier, on 20 October 2016. As permitted under the 2006 Act, Resolution 15 also covers any political donations made, or political expenditure incurred, by any subsidiaries of the Company.
Resolution 16 is a resolution to allow the Company to hold general meetings (other than AGMs) on 14 days' notice.
The minimum notice period for general meetings of listed companies is 21 days, but companies may reduce this period to 14 days (other than for AGMs) provided that two conditions are met. The first condition is that the Company offers a facility for shareholders to vote by electronic means. This condition is met if the Company offers a facility, accessible to all shareholders, to appoint a proxy by means of a website. The second condition is that there is an annual resolution of shareholders approving the reduction of the minimum notice period from 21 days to 14 days.
The Board is therefore proposing Resolution 16 as a special resolution to approve 14 days as the minimum period of notice for all general meetings of the Company other than AGMs.
The approval will be effective until the end of the next AGM of the Company, when it is intended that the approval be renewed. The Board will consider on a case by case basis whether the use of the flexibility offered by the shorter notice period is merited, taking into account the circumstances, including whether the business of the meeting is time-sensitive and whether it is thought to be to the advantage of shareholders as a whole.
We ask shareholders to complete, sign and return the Form of Proxy whether or not you intend to be present at the AGM. The completion of an appointment of proxy does not preclude you from attending and voting in person at the AGM should you decide to do so.
The Form of Proxy can be delivered in hard copy form by post, by courier or by hand to Capita Asset Services at the address printed on the back of the Form of Proxy or, if preferred, in an envelope to FREEPOST CAPITA PXS (please note delivery using this service can take up to five business days) or by completing it online at https://www.aoshareportal.com/. CREST members may utilise the CREST electronic proxy appointment service.
To be valid, the Form of Proxy should be completed and returned in accordance with the instructions printed thereon as soon as possible but in any event so as to arrive not later than 10 am on Friday 17 July 2015.
The Board considers the Resolutions are in the best interests of the Company and its shareholders as a whole and are therefore likely to promote the success of the Company. The Directors unanimously recommend that you vote in favour of the Resolutions as they intend to do in respect of their own beneficial holdings which amount in aggregate to 186,023,449 shares representing approximately 44.18% of the existing issued ordinary share capital of the Company (excluding treasury shares).
Yours sincerely
Chairman
NOTICE IS HEREBY GIVEN that the second Annual General Meeting of the Company will be held at AO Park, 5A The Parklands, Lostock, Bolton, BL6 4SD on 21 July 2015 at 10 am to consider and, if thought fit, to pass Resolutions 1 to 12 inclusive and 15 as ordinary resolutions and Resolutions 13, 14 and 16 as special resolutions:
To receive the accounts and reports of the Directors and auditors for the year ended 31 March 2015.
To approve the Directors' Remuneration Report other than the part containing the Directors' Remuneration Policy in the form set out in the Company's Annual Report and Accounts for the year ended 31 March 2015.
To re-elect Richard Rose as a Director
Resolution 4 To re-elect John Roberts as a Director.
Resolution 5 To re-elect Steve Caunce as a Director.
Resolution 6 To re-elect Brian McBride as a Director.
Resolution 7 To re-elect Chris Hopkinson as a Director.
Resolution 8 To re-elect Marisa Cassoni as a Director.
Resolution 9 To re-elect Rudolf Lamprecht as a Director.
To reappoint Deloitte LLP as Auditor of the Company to hold office until the conclusion of the next Annual General Meeting of the Company.
To authorise the Audit Committee to determine the remuneration of the Auditors.
THAT the Directors be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company:
provided that this authority shall expire at the end of the next Annual General Meeting of the Company or, if earlier, on 20 October 2016, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or such rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant rights pursuant to any such offer or agreement as if this authority had not expired; and all unexercised authorities previously granted to the Directors to allot shares and grant rights be and are hereby revoked.
THAT the Directors be and they are hereby empowered pursuant to section 570 and section 573 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of that Act) for cash either pursuant to the authority conferred by Resolution 12 above or by way of a sale of treasury shares as if section 561(1) of that Act did not apply to any such allotment provided that this power shall be limited to:
and shall expire upon the expiry of the general authority conferred by Resolution 12 above, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.
THAT the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 0.25p each of the Company on such terms and in such manner as the Directors may from time to time determine, provided that:
THAT in accordance with sections 366 and 367 of the Companies Act 2006 the Company and all companies which are subsidiaries of the Company during the period when this Resolution 15 has effect be generally and unconditionally authorised to:
(as such terms are defined in the Companies Act 2006) during the period beginning with the date of the passing of this resolution and ending at the end of the next Annual General Meeting of the Company or, if earlier, on 20 October 2016 provided that the authorised sum referred to in paragraphs (a), (b) and (c) above, may be comprised of one or more amounts in different currencies which, for the purposes of calculating the said sum, shall be converted into pounds sterling at the exchange rate published in the London edition of the Financial Times on the date on which the relevant donation is made or expenditure incurred (or the first business day thereafter) or, if earlier, on the day in which the Company enters into any contract or undertaking in relation to the same provided that, in any event, the aggregate amount of political donations and political expenditure made or incurred by the Company and its subsidiaries pursuant to this Resolution shall not exceed £150,000.
THAT a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days' notice.
Company Secretary 5A The Parklands
Julie Finnemore, AO World Plc, AO Park, 19 June 2015 Lostock, Bolton, BL6 4SD
Registered in England No. 05525751
As an alternative to completing a hard copy proxy form, proxies may be appointed electronically in accordance with note 4 below.
and in each case the appointment of proxy must be received by the Company not less than 48 hours before the time of the AGM (excluding non-working days).
The deadline for receipt of proxy appointments (see note 4) also applies in relation to amended instructions. Where two or more valid separate appointments of proxy are received in respect of the same share in respect of the same meeting, the one which is last sent shall be treated as replacing and revoking the other or others.
Please note that the Company takes all reasonable precautions to ensure no viruses are present in any electronic communication it sends out but the Company cannot accept responsibility for loss or damage arising from the opening or use of any email or attachments from the Company and recommend that the shareholders subject all messages to virus checking procedures prior to use. Any electronic communication received by the Company, including the lodgement of an electronic proxy form, that is found to contain any virus will not be accepted.
This document is for information purposes only and does not constitute legal advice. Specific advice should be sought on your specific circumstances before taking any action (or deciding not to take any action) in reliance on the contents of this document.
Richard was appointed as Chairman of the Board on 1 August 2008. He was independent on appointment. Richard has a wealth of experience chairing high profile boards. He has been Non-Executive Chairman of Crawshaw Plc since 2007, Anpario Plc since 2005 and fashion retailer Blue Inc. since April 2014. Previously he has held a number of positions in organisations such as AC Electrical Wholesale, where he was Chairman from 2003 to 2006 and Whittard of Chelsea Plc, where he was Chief Executive Officer and then Executive Chairman from 2004 to 2006. Richard was appointed Non-Executive Chairman Designate of insurance claims company Quindell Plc in January 2015 and, in accordance with best practice under the Code, he will step down as Non-Executive Chairman of Booker Group Plc in July 2015 having served three terms of three years each.
Richard chairs the Nomination Committee.
John is a founding Director and established the business of the Group in 2000. He was appointed to the Board in August 2005. Having previously worked extensively in the kitchen appliance industry, he has been instrumental in using the internet as a platform to change the way in which kitchen appliances are sold in the United Kingdom. Since its inception, John has presided over the evolution of the business and led the management team which has successfully developed and expanded the Group's business during periods of challenging market conditions and with a limited capital base. He is from Bolton and is a passionate supporter of staff participation in local charitable causes.
Steve was appointed to the Board in October 2005. Prior to joining AO, Steve was Finance Director with Phones 4U Limited between 2001 and 2003 and held senior positions at Mytravel Plc and Preston North End Plc. He holds a degree in Mathematics and is an associate of the Institute of Chartered Accountants of England and Wales.
Brian has been a Non-Executive Director of the Company since his appointment in February 2014. Brian is currently Chairman of ASOS Plc and Wiggle Ltd the private equity owned pure play online cycling retailer. He is also a Senior Adviser with Scottish Equity Partners, a member of the UK Government's Digital Advisory Board and a member of the Court (Governing Body) of the University of Glasgow. He was previously managing director of Amazon.co.uk and has had previous experience as a Non-Executive Director at Celtic Football Club Plc, SThree Plc, Computacenter Plc, the BBC and the Advisory Board of Huawei UK. Brian holds a master's degree in Economics, History and Politics.
Brian is Chair of the Remuneration Committee and a member of the Nomination Committee.
Chris was appointed to the Board in December 2005. Following university Chris joined the Royal Air Force as a pilot officer and then worked as an analyst for Cazenove. He subsequently joined Mark II, a UK distributor of kitchen and bathroom products, in 1986. Chris holds a degree in Economics & Computer Science and a master's degree in Logistics.
Chris is a member of the Nomination Committee and will be appointed to the Audit Committee in Bill Holroyd's place subject to re-election at the AGM.
Marisa has been a Non-Executive Director of the Company since her appointment in February 2014. Marisa is a qualified ICAEW chartered accountant and finance professional with 40 years of experience and was previously Finance Director of the UK Division of Prudential Group. Between 2001 and 2006 she was Finance Director of the Post Office (subsequently Royal Mail), and between 2006 and 2012 she was Finance Director of the John Lewis Partnership Plc and its subsidiaries. Marisa was a Non-Executive Director of Partnership Plc and has been a Non-Executive Director of GFI Group Inc since 2005 and a Non-Executive Director of Skipton Group since 2012. She was appointed as a Non-Executive Director of Enterprise Inns Plc in April 2015 and The People's Operator Plc in October 2014. Marisa holds a degree in Physics from Imperial College London and is an associate of the Institute of Chartered Accountants of England and Wales. Marisa also sits on the Economics Affairs Committee of the CBI and is a panel member of the Competition and Markets Authority.
Marisa is the Chair of the Audit Committee and is a member of the Remuneration Committee.
Rudi has been a Non-Executive Director of the Company since his appointment in January 2014. In 2009, he founded East-West-Connect GmbH & Co. KG and occupies the roles of both President and Chief Executive Officer. He is also currently a Non-Executive Director of Duagon AG and Fujitsu Technology Solutions (Holding) B.V. and was previously a Non-Executive Director of BSH Bosch und Siemens Hausgeräte GmbH & Co. KG, Osram Licht AG and Safe ID Solutions AG. Rudi worked for Hewlett Packard in various positions in Europe and the United States for approximately 20 years. He holds a degree in Computer Science and has studied at Massachusetts Institute of Technology, the European Institute for Business Administration and Stanford University.
Rudi is a member of the Audit Committee and will be appointed to the Remuneration Committee in Bill Holroyd's place subject to re-election at the AGM.
AO World Plc AO Park 5A The Parklands Lostock Bolton BL6 4SD
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.