Pre-Annual General Meeting Information • Sep 14, 2023
Pre-Annual General Meeting Information
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If you are in any doubt as to what action you should take, you are recommended to seek immediately your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your Ordinary Shares in Ashmore Group plc, please forward this document, together with the accompanying Form of Proxy, as soon as possible to the purchaser or transferee or to the stockbroker, bank manager, or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.
Your attention is drawn to Ashmore Group plc's Annual Report and Accounts for the year ended 30 June 2023.
Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for Ashmore Group plc and for no one else in connection with the Authority to Make Market Purchases and Waiver Resolution described in this document and accordingly will not be responsible to any person other than Ashmore Group plc for providing the protections afforded to clients of Morgan Stanley or for providing advice in relation to such proposals.
UBS AG London Branch is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority in the United Kingdom and is acting for Ashmore Group plc and for no one else in connection with the Authority to Make Market Purchases and Waiver Resolution described in this document and accordingly will not be responsible to any person other than Ashmore Group plc for providing the protections afforded to clients of UBS AG London Branch or for providing advice in relation to such proposals.
(Incorporated and registered in England and Wales under No. 3675683)
Notice of Annual General Meeting at 12 noon on Wednesday 18 October 2023
Notice of the Annual General Meeting of the Company to be held at the De Vere Grand Connaught Rooms, 61-65 Great Queen St, London WC2B 5DA at 12 noon on Wednesday 18 October 2023 is set out at the end of this document.
The following definitions apply throughout this document, unless the context otherwise requires:
| "2022 AGM" | means the Annual General Meeting of the Company held on Friday 14 October 2022 |
|---|---|
| "2022 Annual Report" | means the Annual Report and Accounts of the Company for the year ended 30 June 2022 |
| "2023 Annual Report" | means the Annual Report and Accounts of the Company for the year ended 30 June 2023 |
| "Annual General Meeting" or "AGM" | means the Annual General Meeting of the Company to be held at the De Vere Grand Connaught Rooms, 61-65 Great Queen St, London WC2B 5DA at 12 noon on Wednesday 18 October 2023 |
| "Authority to Make Market Purchases" | means the authority for the Company to make market purchases of Ordinary Shares to be proposed to Shareholders in the terms of resolution 18 set out in the Notice of AGM |
| "Board" or "Directors" | means the Directors of Ashmore, and "Director" shall mean any one of them, as the context requires |
| "Business Day" | means any day (other than a Saturday or Sunday or public holiday) on which banks are generally open for business in London |
| "Chair's Letter" | means the letter from Clive Adamson, the Non-executive Chair of the Company, set out in Part I of this document |
| "Company" or "Ashmore" | means Ashmore Group plc |
| "Employee Benefit Trust" or "EBT" | means the Ashmore 2004 Employee Benefit Trust established by a trust deed dated 15 March 2004 of which Overseas Pensions and Benefits Limited (formerly Carey Pensions and Benefits Limited) is the trustee |
| "Executive Directors" | means Mark Coombs and Tom Shippey |
| "Financial Conduct Authority" | means the Financial Conduct Authority acting as competent authority for the purposes of Part VI of FSMA |
| "Form of Proxy" | means the form of proxy accompanying this document |
| "FSMA" | means the Financial Services and Markets Act 2000 |
| "Independent Directors" | means the Directors of the Company other than Mark Coombs |
| "Independent Non-executive Directors" | means Clive Adamson, Jennifer Bingham, Helen Beck, Thuy Dam and Shirley Garrood |
| "Independent Shareholders" | means Shareholders other than Mark Coombs |
| "Listing Rules" or "LR" | means the Listing Rules of the Financial Conduct Authority made in accordance with Section 74 of FSMA |
| "London Stock Exchange" | means London Stock Exchange Group plc |
| "Morgan Stanley" | means Morgan Stanley & Co. International plc |
| "Notice of AGM" | means the notice of the Annual General Meeting set out at the end of this document |
| "Official List" | means the official list of the Financial Conduct Authority |
| "Ordinary Shares" | means ordinary shares of 0.01 pence each in the Company |
| "Panel" | means the Panel on Takeovers and Mergers |
| "Relationship Agreement" | means the relationship agreement entered into between Mark Coombs and the Company effective 1 July 2014 in accordance with Listing Rule 9.2.2AD(1) |
| "resolution" or "resolutions" | means a resolution or the resolutions set out in the Notice of AGM |
| "Shareholders" | means holders of Ordinary Shares |
| "Share Schemes" | means the Ashmore Executive Omnibus Plan 2015, the Ashmore Executive Omnibus Incentive Plan, the Ashmore Company Share Option Plan and the Ashmore First Discretionary Share Option Scheme |
| "Takeover Code" | means the City Code on Takeovers and Mergers |
| "UBS" or "UBS Investment Bank" | means UBS AG London Branch |
| "UK Corporate Governance Code" | means the Financial Reporting Council's UK Corporate Governance Code (July 2018) |
| "Waiver Resolution" | means resolution 19 in the form set out in the Notice of AGM at the end of this document approving a waiver of the mandatory offer provisions set out in Rule 9 and Rule 37 of the |
| Takeover Code |
(Registered in England No. 3675683)
Clive Adamson (Non-executive Chair) 61 Aldwych Mark Coombs (Chief Executive Officer) London WC2B 4AE Tom Shippey (Group Finance Director) Jennifer Bingham (Senior Independent Non-executive Director) 14 September 2023 Helen Beck (Non-executive Director) Thuy Dam (Non-executive Director) Shirley Garrood (Non-executive Director)
Directors: Registered Office:
Dear Shareholder
The purpose of this letter is to provide you with an explanation of the resolutions to be proposed at the Annual General Meeting of the Company which will be held at the De Vere Grand Connaught Rooms, 61-65 Great Queen St, London WC2B 5DA at 12 noon on Wednesday 18 October 2023 and to seek your approval of them. The Notice of AGM is set out at the end of this document.
The first part of the AGM (resolutions 1 to 13 inclusive) will address ordinary business of the AGM. The second part of the AGM (resolutions 14 to 20 inclusive) will seek the necessary Shareholder approvals for:
All of the resolutions to be proposed at the AGM (including the proposals outlined above) will be taken on a poll and are explained in further detail below.
The ordinary business of the AGM comprises resolutions 1 to 13 inclusive.
The Directors are required to lay the Directors' report, the audited annual accounts of the Company and the independent auditor's report before Shareholders at the Annual General Meeting. Accordingly, resolution 1 presents the accounts for the year ended 30 June 2023 and, although not a statutory requirement, proposes the accounts for adoption. A copy of the 2023 Annual Report is available on the Company's website: www.ashmoregroup.com.
Shareholder approval is required for the payment of a final dividend for the year ended 30 June 2023 as recommended by the Board. Subject to Shareholder approval, this dividend will be paid on 8 December 2023 to Shareholders on the register of members of the Company at the close of business on 3 November 2023.
The Board has fully adopted provision 18 of the UK Corporate Governance Code and all Directors (other than Thuy Dam) will be seeking re-election at the Annual General Meeting. Thuy Dam was appointed as a Director on 1 June 2023 and accordingly will be seeking election for the first time. Thuy Dam is currently a Non-executive Director of Thien Minh Group Limited, TASCO JSC and EQuest Education Group. Her former roles include Vice Chair to the Greater Mekong Region of the Australia and New Zealand Bank, Chief Representative in Vietnam of the National Australia Bank and President of the Fulbright University Vietnam.
Jennifer Bingham joined the Board on 29 June 2018 and was elected by Shareholders as a Director at the annual general meeting held in 2018. As disclosed in the Notice of the annual general meeting held in 2018, Jennifer Bingham served as an unpaid non-executive director of four companies controlled by Mark Coombs, resigning from the last of these in 2016. Between 2011 and 2014, Jennifer Bingham's company, Valley Management (UK) Limited, provided administrative and consulting services to a company owned by Mark Coombs. When considering the appointment of Jennifer Bingham in 2018, the Nominations Committee noted that the services had been provided at arm's length, and Jennifer Bingham was independent in accordance with the UK Corporate Governance Code (April 2016) and had no conflicts of interest that could affect her role as an Independent Non-executive Director. As noted below, the Board continues to consider Jennifer Bingham to be independent in accordance with the UK Corporate Governance Code.
Helen Beck joined the Board on 1 June 2021 and was elected by shareholders at the annual general meeting held in 2021. As disclosed in the Notice of the annual general meeting held in 2021, Helen Beck retired as a partner of Deloitte LLP on 31 May 2021. Deloitte LLP was appointed as a remuneration adviser to Ashmore on 8 July 2020 and, whilst Helen Beck was initially part of the Deloitte advisory team, she did not play an active role in the provision of such advice from August 2020 onwards. When considering the appointment of Helen Beck, the Nominations Committee noted that: Helen Beck ceased performing an active role in the provision of advice to the Company following the commencement of the nomination process in August 2020; the fees paid to Deloitte LLP as remuneration advisers are not considered to be material from the point of view of both Deloitte LLP and the Company; and Helen Beck has extensive experience in providing advice to remuneration committees that will broaden the perspectives and experience that are applied to Board discussions. Having retired as a partner of Deloitte LLP, Helen Beck is not involved in the provision of any remuneration advice or any other services to the Company by Deloitte LLP.
Thuy Dam, who was appointed as an additional Non-executive Director on 1 June 2023, is seeking election at the AGM. Thuy Dam was identified as a potential candidate by the CEO given their industry connections, as she previously worked for the Australia and New Zealand Banking Group ("ANZ") in Vietnam and Singapore from 1996 to 2013. Prior to the Company's buyout from ANZ in 1999, Mark Coombs was also employed by ANZ in London between 1983 and 1999. When considering the appointment of Thuy Dam, the Nominations Committee noted that Mark Coombs and Thuy Dam have not been employed by the same firm since 1999 and focused on her extensive emerging markets expertise and valuable insights to markets in Southeast Asia. The Nominations Committee also undertook a thorough investigation into her skills, past experience, other time commitments and any potential conflicts of interest. Therefore, while the Nominations Committee is aware of the UK Corporate Governance Code expectation that an external search consultancy or open advertising should generally be used for the sourcing of candidates, given the availability and suitability of Thuy Dam as well as the cost savings involved, it was considered that departure from this expectation was acceptable.
In considering her appointment, the Nominations Committee noted that as Thuy Dam is a Vietnamese national, she brings a wealth of experience to Ashmore as the first Non-executive Director to be appointed who is based in an emerging market, and the Board will benefit from her insights. Indeed, prior to her appointment to the Board, Thuy Dam had provided advice to Ashmore in relation to growing its alternatives investment theme in certain markets where she has expertise, for which she did not receive any remuneration. It is anticipated that Thuy Dam will continue to provide valuable local market insights, for example as Ashmore looks to expand its local emerging markets footprint in Southeast Asia.
Taking into consideration the relationships noted above, the Nominations Committee determined that Thuy Dam was independent in accordance with the UK Corporate Governance Code and did not have any conflicts of interest that could affect her role as an Independent Non-executive Director.
Save as aforesaid, none of the Independent Non-executive Directors seeking election, or re-election, at the Annual General Meeting has any existing or previous relationship, transaction or arrangement with the Company, nor with any controlling shareholder of the Company or any associate of a controlling shareholder of the Company within the meaning of LR 13.8.17R(1).
In considering the Independent Non-executive Directors' independence, the Board has taken into consideration the guidance provided by the UK Corporate Governance Code. The Board considers Clive Adamson, Jennifer Bingham, Helen Beck, Thuy Dam and Shirley Garrood to be independent in accordance with the UK Corporate Governance Code and it considers Clive Adamson to have been independent on the date of his appointment as Chair. As at the date of this letter, Jennifer Bingham is the Senior Independent Director.
Mark Coombs is classed as a "controlling shareholder" of Ashmore under the Listing Rules. As a result, LR 9.2.2ER requires that Independent Non-executive Directors be elected or re-elected by a majority of votes cast by Independent Shareholders as well as by a majority of votes cast by all Shareholders. Therefore, the resolutions for the election and re-election of the Independent Non-executive Directors (resolutions 5 to 9) will be taken on a poll and the votes cast by Independent Shareholders and all Shareholders will be calculated separately. Such resolutions will be passed only if a majority of votes cast by Independent Shareholders are in favour, in addition to a majority of votes cast by all Shareholders being in favour.
Biographies of the Directors and what they contribute to the Board are contained in Appendix I commencing on page 18 of this document as well as on pages 62 and 63 of the 2023 Annual Report. The Board believes that each Director standing for election and re-election brings considerable and wide-ranging skills and experience to the Board as a whole and will continue to make an important contribution to the deliberations of the Board and to the Company's long-term sustainable success.
The UK Corporate Governance Code recommends that the Board undertakes a formal and rigorous annual evaluation of its own performance and that of its committees, the Chair and individual Directors, and that an externally facilitated evaluation should be undertaken at least once every three years. An independent externally facilitated evaluation was conducted in 2021 by Korn Ferry and a further externally facilitated evaluation will be conducted in 2024. The Chair conducted an internal review of the performance of the Board, its committees and individual Directors in 2023. Meetings were held by the Chair with each Director in which issues and developments over the previous year were discussed and performance was considered by reference to the aims and behaviour of the Board, its committees and members. The issues raised during this process were subsequently discussed by the Board together with suggested improvements. A separate evaluation of the Chair's performance was undertaken by the Senior Independent Director. Her findings were discussed in the same meeting. The Board believes that, following the completion of their evaluations, its own performance and that of its Directors and committees continues to be effective and to make an important contribution to the Company's long-term sustainable success. The Company considers each of the Directors will continue to be effective. The Board therefore recommends the election or re-election of all Directors who are seeking election or re-election (as applicable).
These resolutions deal with the remuneration of the Directors and seek approval of the Directors' remuneration policy and of the remuneration paid to the Directors during the year under review respectively.
The Companies Act 2006 requires the Company to ask Shareholders to approve the remuneration policy section of the Directors' remuneration report. This is set out on pages 85 to 93 of the 2023 Annual Report. Section 439A of the Companies Act 2006 requires that an ordinary resolution be put to Shareholders at least every three years, the previous policy vote having been held and approved at the annual general meeting held in 2020. Resolution 10 is a binding vote. If approved by Shareholders, the Directors' remuneration policy will take effect immediately after the end of the Annual General Meeting and will apply until replaced by a new or amended policy.
Section 439 of the Companies Act 2006 requires that an ordinary resolution be put to Shareholders each year for their approval of the Directors' remuneration report, excluding the remuneration policy. This is set out on pages 78 to 111 of the 2023 Annual Report. Resolution 11 is an advisory vote.
The Company's auditors must offer themselves for appointment at each general meeting at which accounts are presented. In order to determine a successor to KPMG LLP as they approach the end of their maximum permitted tenure as auditors, the Audit and Risk Committee carried out a competitive tender process for the Company's audit. Following the completion of that process and on the recommendation of the Audit and Risk Committee, the Board proposes that Ernst & Young LLP be appointed as auditors of the Company pursuant to resolution 12. Resolution 13 authorises the Audit and Risk Committee to agree the remuneration of the Company's auditors.
The special business to be considered at the AGM comprises resolutions 14 to 20 inclusive.
Section 366 of the Companies Act 2006 requires the Company to seek shareholder approval for the making of political donations and the incurring of political expenditure by the Company. Although the Company does not make and does not intend to make donations to political parties within the normal meaning of that expression, the definition in the Companies Act 2006 is wide. It can extend to bodies such as those concerned with policy review, law reform and the representation of the business community and special interest groups such as those concerned with the environment, which the Company and its subsidiaries might wish to support. Accordingly, the Directors have decided to seek Shareholders' authority for political donations and political expenditure in case any of its activities in the ordinary course of its business are caught by the legislation.
At the 2022 AGM, members gave authority to the Directors to allot Ordinary Shares up to an aggregate nominal amount equal to £23,758.03 (representing 237,580,268 Ordinary Shares of 0.01 pence each) representing one-third of the issued ordinary share capital (excluding treasury shares) of the Company and, in connection with a rights issue in favour of Shareholders up to an aggregate nominal amount equal to £47,516.05 (representing 475,160,536 Ordinary Shares) representing two-thirds of the issued ordinary share capital (excluding treasury shares). Resolution 15 replaces the authority granted in 2022 which expires at the conclusion of this year's AGM.
Paragraph (a) of resolution 15 would give the Directors the authority to allot Ordinary Shares or grant rights to subscribe for or convert any securities into Ordinary Shares up to an aggregate nominal amount equal to £23,758.03 (representing 237,580,268 Ordinary Shares of 0.01 pence each). This amount represents one-third of the issued ordinary share capital (excluding treasury shares) of the Company as at 11 September 2023, the latest practicable date prior to publication of this document.
Consistent with the guidance issued by the Investment Association, paragraph (b) of resolution 15 would give the Directors authority to allot Ordinary Shares or grant rights to subscribe for or convert any securities into Ordinary Shares in connection with a rights issue in favour of Shareholders up to an aggregate nominal amount equal to £47,516.05 (representing 475,160,536 Ordinary Shares), as reduced by the nominal amount of any shares issued under paragraph (a) of this resolution. This amount (before any reduction) represents two-thirds of the issued ordinary share capital (excluding treasury shares) of the Company as at 11 September 2023, the latest practicable date prior to publication of this document.
The authority sought under this resolution will expire at the earlier of 31 December 2024 and the conclusion of the next annual general meeting of the Company.
The Directors will continue to seek to renew these authorities at each annual general meeting, in accordance with best practice. The Directors have no present intention to allot new Ordinary Shares, save as necessary under paragraph (a) to satisfy obligations of the EBT under the Company's Share Schemes.
As at 11 September 2023, the latest practicable date prior to publication of this document, no Ordinary Shares were held by the Company in treasury.
Each of resolutions 16 and 17 will be proposed as a special resolution, which requires a 75% majority of the votes to be cast in favour.
The purpose of resolution 16 is to authorise the Directors to allot Ordinary Shares (or sell any Ordinary Shares which the Company elects to hold in treasury) for cash without first offering them to existing Shareholders in proportion to their existing shareholdings, without restrictions as to the use of proceeds of those allotments. This authority would be limited to allotments or sales in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those securities or as the Directors otherwise consider necessary, or otherwise up to an aggregate nominal amount of £3,563.70 (representing 35,637,040 Ordinary Shares). This aggregate nominal amount represents approximately 5% of the issued ordinary share capital (excluding and including treasury shares) of the Company as at 11 September 2023, the latest practicable date prior to publication of this document.
The purpose of resolution 17 is to authorise the Directors to allot Ordinary Shares (or sell any Ordinary Shares which the Company elects to hold in treasury) for cash up to a further nominal amount of £3,563.70 (representing 35,637,040 Ordinary Shares), equivalent to approximately 5% of the total issued ordinary share capital (excluding and including treasury shares) of the Company, only in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment, or which has taken place in the preceding six-month period and is disclosed in the announcement of the issue. If the authority given in resolution 17 is used, the Company will publish details of the placing in its next annual report.
The Board intends to follow the shareholder protections set out in Section 2B of the Pre-Emption Group's Statement of Principles, as updated in November 2022.
The Directors will continue to seek to renew the authorities in resolutions 16 and 17 at each annual general meeting, in accordance with current best practice.
If the resolutions are passed, the authority will expire at the earlier of 31 December 2024 and the conclusion of the next annual general meeting of the Company.
This resolution, which is conditional on the passing of the Waiver Resolution (resolution 19), will be proposed as a special resolution, which requires a 75% majority of the votes to be cast in favour, and seeks authority for the Company to buy back its own Ordinary Shares as permitted by the Companies Act 2006. The authority, if granted, limits the number of Ordinary Shares that could be purchased to a maximum of 35,637,040 Ordinary Shares, representing approximately 5% of the Company's issued share capital (excluding treasury shares) as at 11 September 2023, the latest practicable date prior to publication of this document, and sets the minimum and maximum prices that can be paid. As explained below in relation to resolution 19, the maximum number of Ordinary Shares that may be purchased pursuant to the Authority to Make Market Purchases is 5% of the Company's issued share capital. The Company may either retain any of its own Ordinary Shares which it has purchased as treasury shares with a possible re-issue at a future date, or cancel them.
The Company would consider holding any of its Ordinary Shares that it purchased pursuant to the authority conferred by this resolution as treasury shares. This would give the Company the ability to re-issue treasury shares quickly and cost-effectively, and would provide the Company with additional flexibility in the management of its capital base.
Any market purchases would only be made from the Company's distributable reserves not required for other purposes. No provider of finance will be required and therefore no payment of interest or repayment of, or security for, any liability will be required to be dependent upon the business of the Company. During the financial year ended 30 June 2023, the Company did not utilise the authority to make market purchases conferred at the 2022 AGM. The authority being sought under this resolution would only be exercised if the Directors believed that to do so would result in an increase in earnings per share and would be in the interests of Shareholders generally.
A purchase of Ordinary Shares by the Company pursuant to the Authority to Make Market Purchases could increase the percentage of voting rights held by Mark Coombs, Ashmore's Chief Executive Officer. In certain circumstances (described below) such an increase could trigger an obligation on Mark Coombs to make a mandatory offer for the whole of the issued share capital of the Company pursuant to the Takeover Code.
Independent Shareholders will be asked, under the Waiver Resolution (resolution 19), to renew their approval of the waiver by the Panel of the mandatory offer provisions such that the purchases of Ordinary Shares by the Company pursuant to the Authority to Make Market Purchases will not trigger a requirement for Mark Coombs to make a mandatory offer for the entire issued share capital of the Company. Further details of this waiver are set out below.
As at 11 September 2023, the latest practicable date prior to the publication of this document, there were no outstanding warrants or outstanding options or awards granted under the Share Schemes that may be settled by the issue of new shares.
The Waiver Resolution seeks Independent Shareholders' approval of a waiver of the obligation that could arise on Mark Coombs to make a general offer for the entire issued share capital of the Company under Rule 9 of the Takeover Code as a result of purchases by the Company of Ordinary Shares pursuant to the Authority to Make Market Purchases. The voting on the Waiver Resolution will be by means of a poll of Independent Shareholders.
In common with many other asset managers, the Company has capital in excess of its regulatory requirements and generates appreciable free cash flow. It remains the Board's intention to return the surplus capital to Shareholders when appropriate. To date, capital has been returned to Shareholders primarily by way of dividends on Ordinary Shares. However, the full suite of options for returning capital to Shareholders also includes the Company making purchases of Ordinary Shares, as it did in 2009. If the Waiver Resolution is not passed, the Company will be unable to make purchases of Ordinary Shares and its flexibility to manage its capital resources will accordingly be limited. The Independent Directors continue to believe that retaining the option for the Company to make purchases of Ordinary Shares is in the best interests of Shareholders generally.
Ashmore acknowledges that voting guidelines issued by certain institutional investor bodies do not recommend normally supporting resolutions of this type, due to a concern regarding the risk of progressive acquisition of control by major shareholders (or "creeping control"). In recognition of such concerns, and following engagement with Shareholders in 2014, Ashmore reduced the buyback authority from 10% to 5% and proposes this year to continue to limit the maximum number of Ordinary Shares that may be purchased pursuant to the Authority to Make Market Purchases (resolution 18) to 5% of the Company's issued share capital. On 14 February 2019, the Company announced that Mark Coombs had agreed with the Board an approach to managing his shareholding down to a more appropriate level over the medium term by selling up to 4% of Ashmore stock each year into the market. Even if Mark Coombs' shareholding were to remain constant in future years and the authority of 5% to buy back shares in the market were utilised in full annually, it would take more than nine years before Mark Coombs' share interest reached 50% of the issued share capital thereby providing Shareholders with an "early warning" indicator of creeping control. Although Mark Coombs did not sell any shares during the financial year ended 30 June 2023, Mark Coombs has confirmed that his intention to manage his shareholding down over the medium term remains unchanged.
Under Rule 9 of the Takeover Code, when (i) any person acquires, whether by a series of transactions over a period of time or not, an interest in shares which, taken together with shares in which he and persons acting in concert with him are interested, carry 30% or more of the voting rights of a company subject to the Takeover Code, or (ii) any person who, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30% of the voting rights of a company, but does not hold shares carrying more than 50% of such voting rights and such person, or any person acting in concert with him, acquires an interest in any other shares which increases the percentage of the shares carrying voting rights in which he is interested, then, in either case, that person is normally required to make a general offer in cash for all the remaining equity share capital of the Company at the highest price paid by him, or any persons acting in concert with him, for shares in the Company within the 12 months prior to announcement of the offer.
Under Rule 37 of the Takeover Code, when a company purchases its own voting shares, any resulting increase in the percentage of shares carrying voting rights in which a person or group of persons acting in concert is interested will be treated as an acquisition for the purpose of Rule 9 (although a shareholder who is neither a director nor acting in concert with a director will not normally incur an obligation to make a Rule 9 offer).
At 11 September 2023, the latest practicable date prior to publication of this document, Mark Coombs was interested in an aggregate of 223,593,208 Ordinary Shares (including equity settled share awards held in the EBT and the 5,000,000 shares of Rebecca Coombs) representing 31.37% (2022: 31.43%) of the issued share capital of the Company (excluding treasury shares). If the Company were to repurchase from persons other than Mark Coombs and Rebecca Coombs all the Ordinary Shares for which it is seeking authority under the Authority to Make Market Purchases, the interests of Mark Coombs in Ordinary Shares would (assuming no other allotments of Ordinary Shares and no further disposals of Ordinary Shares by Mark Coombs or Rebecca Coombs after 11 September 2023, being the latest practicable date prior to publication of this document) increase to 33.02% (2022: 33.09%) of the issued share capital of the Company (excluding treasury shares), by virtue of such a repurchase. Accordingly, an increase in the percentage of the shares carrying voting rights in which Mark Coombs is interested, as a result of any exercise of the Authority to Make Market Purchases, would ordinarily have the effect of triggering Rule 9 of the Takeover Code and result in Mark Coombs being under an obligation to make a general offer to all Shareholders.
The Company applied to the Panel for a waiver of Rule 9 of the Takeover Code in order to permit the Authority to Make Market Purchases proposed under resolution 19 to be exercised by the Board (if such authority is approved by Shareholders) without triggering an obligation on the part of Mark Coombs to make a general offer to Shareholders. The Panel has agreed, subject to Independent Shareholders' approval of the Waiver Resolution on a poll, to waive the requirement for Mark Coombs to make a general offer to all Shareholders where such an obligation would arise as a result of purchases by the Company of up to 35,637,040 Ordinary Shares. In the event that the Waiver Resolution is approved by Independent Shareholders, Mark Coombs will not be restricted from making a general offer for the Company.
The waiver granted by the Panel relates only to any increase in the percentage of Ordinary Shares in which Mark Coombs is interested as a result of purchases by the Company of Ordinary Shares pursuant to the Authority to Make Market Purchases sought from the Shareholders at the AGM and is conditional on the passing of the Waiver Resolution by Independent Shareholders of the Company on a poll. As Mark Coombs is interested in the outcome of the Waiver Resolution and as required by the Takeover Code, he will not vote on that resolution. No management incentivisation arrangements are being proposed in connection with the waiver granted by the Panel.
Following exercise of the Authority to Make Market Purchases (either in whole or in part), Mark Coombs will continue to be interested in shares which carry more than 30% but will not hold more than 50% of the Company's voting share capital, and any further increase in the number of shares in which he is interested (other than as a result of a further exercise of the Authority to Make Market Purchases) would ordinarily have the effect of triggering Rule 9 of the Takeover Code and result in Mark Coombs being under an obligation to make a general offer to all Shareholders.
Mark Coombs is not proposing any changes to the Board and his intention, following any increase in his shareholding as a result of any repurchase of Ordinary Shares, is that the business of the Company, including any research and development functions, should continue to be run in substantially the same manner as at present. Mark Coombs has also confirmed that he is not proposing, as a result of any increase in his shareholding following any repurchase of Ordinary Shares by the Company, to seek any change in: (i) the locations of the Company's business, headquarters or headquarter functions; (ii) the continued employment of employees and management of the Company and its subsidiaries, including any material change in conditions of employment or balance of skills and functions; and/or (iii) contributions into the Company's pension scheme (including with regard to current arrangements for the funding of any scheme deficit (noting that Ashmore does not operate a defined benefit pension scheme)), the accrual of benefits for existing members and admission of new members, nor will there be any re-deployment of the fixed assets of the Company nor any change to the Company's listing on the London Stock Exchange.
The Independent Directors have noted for the purposes of their recommendation Mark Coombs' intentions with respect to the future operations of the business and the fact that no changes are proposed.
As described on page 113 of the 2023 Annual Report, Mark Coombs entered into the Relationship Agreement with the Company effective 1 July 2014 in accordance with Listing Rule 9.2.2AD(1), which is intended to ensure that Mark Coombs, as a controlling shareholder, complies with the independence provisions set out in Listing Rule 6.5.4R.
Mark Coombs was appointed as Chief Executive Officer and as a Director on the incorporation of the Company in December 1998. He held a number of positions at ANZ and led Ashmore's buyout from ANZ in early 1999. He is Co-Chair of EMTA, the trade association for emerging markets, having been on the board since 1993. Mark has an MA in Law from Cambridge University.
The Waiver Resolution will expire at the earlier of 31 December 2024 and the conclusion of the next annual general meeting of the Company.
Under the Companies Act 2006, the minimum notice period required for general meetings of the Company is 21 days, unless Shareholders approve a shorter notice period, which cannot be less than 14 clear days. Annual general meetings will in any event be held on at least 21 clear days' notice.
In order to maintain flexibility for the Company, resolution 20 seeks approval for the Company to call general meetings on not less than 14 clear days' notice. Resolution 20 will be proposed as a special resolution. The approval will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed. The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of Shareholders as a whole.
You will find set out at the end of this document a Notice of AGM convening the AGM of the Company to be held at the De Vere Grand Connaught Rooms, 61-65 Great Queen St, London WC2B 5DA at 12 noon on Wednesday 18 October 2023, at which the resolutions referred to above will be proposed.
You are requested to complete the Form of Proxy accompanying this document in accordance with the instructions printed thereon, whether or not you intend to be present at the AGM, and return it to the Company's Registrars, Equiniti, Aspect House, Spencer Road, Lancing, Worthing, West Sussex BN99 6DA, as soon as possible and in any event so that it is received not later than 12 noon on Monday 16 October 2023. Completion and return of the Form of Proxy will not prevent you from attending the AGM and voting in person if you so wish.
Your attention is drawn to the 2023 Annual Report and to Part II of this document which contain certain additional information in respect of the Company and the Directors' interests. Shareholders are advised to read the whole of this document and the 2023 Annual Report and not to rely solely on the summary information set out in this letter.
The Board believes the proposals described above regarding the resolutions to be proposed at the AGM to be in the best interests of the Company and Shareholders as a whole, save that Mark Coombs makes no recommendation with regard to the Waiver Resolution as, in accordance with the provisions of the Takeover Code, it is the potential percentage increase in his interest in Ordinary Shares which is the subject of the Waiver Resolution. Accordingly, the Board, with the exception just described, recommends that Shareholders vote in favour of each of the resolutions at the AGM, as the Directors intend to do in respect of their own beneficial holdings of Ordinary Shares, amounting to 31.55% of the issued Ordinary Shares (excluding treasury shares) as at 11 September 2023, the latest practicable date prior to publication of this document, save that, as required by the Takeover Code, Mark Coombs will vote neither his beneficial holding of Ordinary Shares capable of being voted nor that of Rebecca Coombs, which amount to 31.15% of the issued Ordinary Shares (excluding treasury shares) as at 11 September 2023, the latest practicable date prior to publication of this document, on the Waiver Resolution, in which Mark Coombs is considered to be interested.
The Independent Directors, who have been so advised by UBS Investment Bank and Morgan Stanley, consider the proposals described above in respect of the waiver of the obligation that could arise on Mark Coombs to make an offer under Rule 9 of the Takeover Code in relation to the Authority to Make Market Purchases to be fair and reasonable and in the best interests of the Independent Shareholders and the Company as a whole. In providing their advice to the Independent Directors, UBS Investment Bank and Morgan Stanley have taken account of the Independent Directors' commercial assessments. Accordingly, the Independent Directors unanimously recommend that Independent Shareholders vote in favour of the Waiver Resolution to be proposed at the AGM, as the Independent Directors intend to do in respect of their own beneficial holdings of Ordinary Shares, which amount to approximately 0.007% of the issued Ordinary Shares (excluding treasury shares) as at 11 September 2023, the latest practicable date prior to publication of this document.
Yours sincerely
Chair
To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that this is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Company is a public limited company listed on the London Stock Exchange and incorporated and domiciled in the United Kingdom. The Company is registered in England and Wales with Company No. 3675683 and has its registered office at 61 Aldwych, London WC2B 4AE.
Ashmore is a specialist emerging markets investment manager. The Directors intend to continue conducting the business of the Company and its subsidiaries in a similar manner as it is currently conducted and there are currently no plans to introduce any major changes to the business of the Company and its subsidiaries or the terms of engagement of any employees of the Company and its subsidiaries.
3.1 The names of the Directors and the positions they hold at the date of this document are:
| Name | Position |
|---|---|
| Clive Adamson | Non-executive Chair |
| Mark Coombs | Chief Executive Officer |
| Tom Shippey | Group Finance Director |
| Jennifer Bingham | Senior Independent Non-executive Director |
| Helen Beck | Independent Non-executive Director |
| Thuy Dam | Independent Non-executive Director |
| Shirley Garrood | Independent Non-executive Director |
Further information relating to the Directors is included on pages 62 and 63 of the 2023 Annual Report.
3.2 The business address of the Directors is 61 Aldwych, London WC2B 4AE.
The Directors confirm that they are unaware of any agreements, arrangements or understandings between any of the Directors and any of the Shareholders of the Company which would amount to such Shareholders acting in concert with any of the Directors.
It is not the Directors' (including Mark Coombs') intention to sell any of their shareholdings back to the Company pursuant to the Authority to Make Market Purchases. The Directors (including Mark Coombs) also believe that there are no related parties from whom Ordinary Shares are proposed to be purchased and in the event that any Shareholders of the Company come within the definition of related party set out in the Listing Rules, the Directors confirm that there is no prior understanding, arrangement or agreement between the Company and any related party.
At the close of business on 11 September 2023 (being the latest practicable date prior to the publication of this document), the interests of the Directors and their families and the interests of persons connected with them, within the meaning of Part 22 of the Companies Act 2006, in the issued share capital of the Company (excluding treasury shares) were as follows:
| Name | Ordinary Shares | % of issued share capital |
|---|---|---|
| Mark Coombs1 | 223,593,208 | 31.37 |
| Tom Shippey2 | 1,280,494 | 0.179 |
| Clive Adamson3 | 2,304 | 0.000 |
| Jennifer Bingham | Nil | Nil |
| Helen Beck | Nil | Nil |
| Thuy Dam | Nil | Nil |
| Shirley Garrood | Nil | Nil |
Notes:
On 13 September 2022, Mark Coombs' share award granted on 14 September 2017 under the Ashmore Omnibus Share Plan vested in the amount of 691,127 shares, while a further 432,727 under the same award lapsed. As at 11 September 2023, Mark Coombs' interest in the issued share capital of the Company (including those of Rebecca Coombs) amounted to 223,593,208 Ordinary Shares, which includes the equity settled share awards held in the EBT shown in the table below.
On 13 September 2022, Tom Shippey's share awards granted on 14 September 2017 under the Ashmore Omnibus Share Plan vested to the amount of 190,865 shares, while a further 102,772 shares lapsed. On 15 March 2023, his share awards granted on 21 September 2022 under the Ashmore Omnibus Share Plan vested in the amount of 3,359 shares. Tom Shippey transferred 1,780 Ordinary Shares to Antonia Fay Shippey on 15 March 2023. He sold 190,865 Ordinary Shares at 232.0 pence per share on 13 September 2022 and 1,579 Ordinary Shares at 233.36 pence per share on 15 March 2023.
Clive Adamson acquired 39 Ordinary Shares at 240.6 pence per share on 31 March 2023, using the proceeds received from dividends in the Company.
The interests of Mark Coombs in the issued share capital of the Company include the following equity settled share awards held in the EBT:
| Date of grant Release date |
Market price at date of grant |
Number of matching shares |
Number of bonus shares |
Number of restricted shares |
|---|---|---|---|---|
| 14 September 2018 13 September 2023 |
332.69 pence | 163,757 | 163,757 | 218,342 |
| 13 September 2019 12 September 2024 |
438.33 pence | 186,435 | 186,435 | 248,580 |
| 16 September 2021 15 September 2026 |
375.12 pence | 108,686 | 108,686 | 144,915 |
Note: Mark Coombs did not receive a bonus in 2020 or 2022 and no new share awards were accordingly received by him.
The interests of Tom Shippey in the issued share capital of the Company include the following equity settled share awards held in the EBT:
| Number of restricted shares |
Number of bonus shares |
Number of matching shares |
Market price at date of grant |
Date of grant | Release date |
|---|---|---|---|---|---|
| 105,204 | 22,544 | 22,544 | 332.69 pence | 14 September 2018 | 13 September 2023 |
| 91,256 | 68,442 | 68,442 | 438.33 pence | 13 September 2019 | 12 September 2024 |
| 99,976 | 74,982 | 74,982 | 360.09 pence | 18 September 2020 | 17 September 2025 |
| 90,638 | 67,979 | 67,979 | 375.12 pence | 16 September 2021 | 15 September 2026 |
| 149,254 | 111,941 | 111,941 | 214.40 pence | 21 September 2022 | 20 September 2027 |
The interests of the EBT, at the close of business on 11 September 2023 (being the latest practicable date prior to the publication of this document), amounted to 50,245,983 Ordinary Shares.
The Directors' current service agreements and letters of appointment will be available for inspection as set out in paragraph 12 below and are summarised below (and on page 117 of the 2023 Annual Report). There are no other service contracts/letters of appointment between the Directors and the Company or any of its subsidiaries and, save as disclosed herein, no other service contracts/letters of appointment have been entered into.
The tables below provide details of the Directors' service agreements/letters of appointment and emoluments and other benefits. Further details are set out on page 117 of the 2023 Annual Report.
| Directors' service contracts | Date appointed Director | Contract commencement date | Notice period | Expiry/review date |
|---|---|---|---|---|
| Executive Directors | ||||
| Mark Coombs | 3 December 1998 | 21 September 2006 | 1 year | Rolling |
| Tom Shippey | 25 November 2013 | 25 November 2013 | 1 year | Rolling |
| Non-executive Directors | ||||
| Clive Adamson | 22 October 2015 | 22 October 2015 | 1 month | 22 October 2024 |
| Jennifer Bingham | 29 June 2018 | 29 June 2018 | 1 month | 29 June 2024 |
| Helen Beck | 1 June 2021 | 1 June 2021 | 1 month | 1 June 2024 |
| Thuy Dam | 1 June 2023 | 1 June 2023 | 1 month | 1 June 2026 |
| Shirley Garrood | 1 August 2022 | 1 August 2022 | 1 month | 1 August 2025 |
The table below provides details of the Directors' emoluments and other benefits. Further details are set out on pages 78 to 111 of the 2023 Annual Report.
| Executive Directors | ||||||||
|---|---|---|---|---|---|---|---|---|
| Mark Coombs 1, 6, 7, 8, 9 |
Tom Shippey 1, 6, 8, 9 |
Clive Adamson |
Helen Beck | Jennifer Bingham |
Thuy Dam | Shirley Garrood |
||
| Salary and fees | 2023 | 100,000 | 116,667 | 150,000 | 75,000 | 70,000 | 5,000 | 65,538 |
| 2022 | 100,000 | 100,000 | 97,365 | 75,000 | 61,782 | – | – | |
| Taxable benefits | 2023 | 1,653 | 4,133 | – | – | – | – | – |
| 2022 | 1,123 | 2,808 | – | – | – | – | – | |
| Pensions | 2023 | 9,000 | 11,083 | – | – | – | – | – |
| 2022 | 9,000 | 9,500 | – | – | – | – | – | |
| Cash bonus | 2023 | – | 210,600 | – | – | – | – | – |
| 2022 | – | 232,800 | – | – | – | – | – | |
| Voluntarily deferred share bonus4 | 2023 | – | – | – | – | – | – | – |
| 2022 | – | 240,000 | – | – | – | – | – | |
| Mandatorily deferred share bonus5 | 2023 | – | 257,400 | – | – | – | – | – |
| 2022 | – | 287,200 | – | – | – | – | – | |
| Total bonus | 2023 | – | 468,000 | – | – | – | – | – |
| 2022 | – | 760,000 | – | – | – | – | – | |
| Long-term incentives vesting2, 3 | 2023 | – | – | – | – | – | – | – |
| 2022 | 542,619 | 271,308 | – | – | – | – | – | |
| Total for year | 2023 | 110,653 | 599,883 | 150,000 | 75,000 | 70,000 | 5,000 | 65,538 |
| 2022 | 652,742 1,143,616 | 97,365 | 75,000 | 61,782 | – | – | ||
| Total fixed remuneration | 2023 | 110,653 | 131,883 | 150,000 | 75,000 | 70,000 | 5,000 | 65,538 |
| 2022 | 110,123 | 112,308 | 97,365 | 75,000 | 61,782 | – | – | |
| Total variable remuneration | 2023 | – | 468,000 | – | – | – | – | – |
| 2022 | 542,619 1,031,308 | – | – | – | – | – |
Benefits for both Executive Directors include membership of the Company medical scheme.
Long-term incentives vesting relates to share awards with performance conditions where the performance period has ended in the relevant financial year plus the value of any dividend equivalents.
The figure of £542,619 shown as the value of Mark Coombs' 2022 Long-term incentives vesting reflects £21,979 of share price appreciation over the period between grant and vest. The figure of £271,308 shown as the value of Tom Shippey's 2022 Long-term incentives vesting reflects £10,990 of share price appreciation over the period between grant and vest. No discretion has been exercised as a result of share price appreciation or depreciation.
Mark Coombs and Tom Shippey may voluntarily defer up to 50% of their cash bonus in favour of an equivalent amount of bonus share or phantom bonus share awards and an equivalent value in matching share or phantom matching share awards. All share or phantom share awards will be reported in the Directors' share and phantom share award tables in the year of grant. Tom Shippey chose to commute 50% of his cash bonus in 2022 for an equivalent value in bonus share awards. Bonus shares are deferred for five years with no service condition attached.
From the year ending 30 June 2015 onward, additional performance conditions are applied to 50% of any restricted or matching share award. The amounts shown in the row labelled Mandatorily deferred share bonus represent the 50% of restricted and matching share awards that do not have additional performance conditions attached, and also include the amounts detailed in note 6 below relating to compliance with the AIFMD. These amounts represent the cash value of shares awarded at grant, which will vest after five years subject to continued employment, and in the case of shares related to AIFMD, after a retention period.
In order to comply with the AIFMD Mark Coombs and Tom Shippey received a proportion of their bonus, which would have otherwise been delivered in cash, as an additional award of restricted shares which will vest after a retention period. In 2023, the value of this award for Mark Coombs was £0 (FY2022: £0), and for Tom Shippey it was £4,320 (FY2022: £7,200).
In respect of prior year deferred share awards which have been waived to charity, any dividend equivalents associated with the amounts waived are paid directly to the nominated charities. The figures shown exclude the amounts waived.
Dividends or dividend equivalents were paid relating to voluntarily and mandatorily deferred share or phantom share awards in the period.
Mark Coombs receives cash in lieu of a pension contribution. Tom Shippey's pension contribution includes an employee contribution via salary sacrifice; in 2023 this was £583 (FY2022: £500).
Total short-term benefits for key management personnel, including salary and fees, taxable benefits and cash bonuses, as reported in note 28 of the financial statements, is £798,591 in FY2023. In addition, the total cost of equity-settled awards for the Executive Directors charged to the statement of comprehensive income, as reported in note 28 of the financial statements, is £351,755 in FY2023 (FY2022 £223,684).
No contracts have been entered into by the Company or any of its subsidiaries, other than in the ordinary course of business, within the period of two years prior to the posting of this document which are or may be material.
As set out in paragraph 12 below, this document incorporates by reference the audited consolidated accounts of Ashmore Group plc for the financial years ended 30 June 2022 and 30 June 2023.
There are no current ratings or outlooks accorded to the Company by rating agencies.
There has been no significant change in the financial or trading position of the Company since 30 June 2023, being the date to which the last audited published accounts of the Company and its subsidiaries were prepared.
The middle market quotations for the Ordinary Shares of the Company, as derived from the London Stock Exchange Daily Official List, on the first Business Day of each of the six months immediately preceding the date of this document and on 11 September 2023 (being the latest practicable date prior to the publication of this document) were:
| Date | Price per Ordinary Share (p) |
|---|---|
| 11 September 2023 | 189.5 |
| 1 September 2023 | 194.1 |
| 1 August 2023 | 203.4 |
| 3 July 2023 | 212.8 |
| 1 June 2023 | 228.0 |
| 2 May 2023 | 244.0 |
| 3 April 2023 | 237.6 |
has as at 11 September 2023 (being the latest practicable date prior to the publication of this document) any interest in, right to subscribe in respect of or short position in relation to any relevant securities; and
(5) "connected adviser" means:
(ii) in relation to a person who is acting in concert with Mark Coombs or with the Directors, an organisation (if any) which is advising that person either (a) in relation to the Waiver Resolution and the Authority to Make Market Purchases; or (b) in relation to the matter which is the reason for that person being a member of the relevant concert party; and
For the purposes of this paragraph 11.3 a person is treated as "interested" in securities if he has long economic exposure, whether absolute or conditional, to changes in the price of those securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person is treated as "interested" in securities if:
Copies of the following documents will be available for inspection during usual business hours on any Business Day at the registered office of the Company from the date of this document up to the date of the AGM and at the place of meeting for 15 minutes prior to the AGM and during the meeting:
Copies of the documents set out above (except (iv)) will also be available on the Company's website (www.ashmoregroup.com/investor-relations).
The table below sets out the sections of the 2023 Annual Report and the 2022 Annual Report which are incorporated by reference into this document, so as to provide the information required pursuant to the Takeover Code. As set out above, these documents will also be available on the Company's website (www.ashmoregroup.com/investor-relations) from the date of this document.
| Document/Section | Page |
|---|---|
| 2023 Annual Report | |
| Remuneration report | 78 |
| Audited consolidated accounts of Ashmore Group plc for the financial year ended 30 June 2023: | |
| Independent Auditor's report | 118 |
| Consolidated financial statements | 126 |
| Company financial statements | 130 |
| Notes to the financial statements | 133 |
| 2022 Annual Report | |
| Remuneration report | 95 |
| Audited consolidated accounts of Ashmore Group plc for the financial year ended 30 June 2022: | |
| Independent Auditor's report | 134 |
| Consolidated financial statements | 142 |
| Company financial statements | 146 |
| Notes to the financial statements | 149 |
Any Shareholder, person with information right or other person to whom this document is sent may request a copy of each of the documents set out above in hard copy form. Hard copies will only be sent where valid requests are received from such persons. Request for hard copies are to be submitted to Equiniti Registrars at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, Tel:+44 (0)371 384 2812 (if calling from overseas, please ensure the country code is used). Lines are open 8.30am to 5.30pm, Monday to Friday (excluding public holidays in England and Wales). All valid requests will be dealt with as soon as possible and hard copies mailed no later than two Business Days following such request being received.
Notice is hereby given that the 2023 Annual General Meeting of Ashmore Group plc will be held at the De Vere Grand Connaught Rooms, 61-65 Great Queen St, London WC2B 5DA at 12 noon on Wednesday 18 October 2023 to consider and, if thought fit, to pass the following resolutions, which, in the case of resolutions 16, 17, 18 and 20, will be proposed as special resolutions and, in the case of the other resolutions, will be proposed as ordinary resolutions. Resolutions 5 to 9 relating to the re-election and election of the Independent Non-executive Directors will be passed only if a majority of votes cast by Independent Shareholders are in favour, in addition to a majority of votes cast by all Shareholders being in favour. Resolution 19 will be voted on only by the Independent Shareholders of the Company. As Mark Coombs is interested in the outcome of resolution 19 and as required by the Takeover Code, he will not vote on that resolution.
in each case, during the period beginning with the date of passing of this resolution and ending at the end of the next annual general meeting of the Company.
subject to any such limits or restrictions and make any arrangements which the Directors may consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authorities to apply until the end of next year's annual general meeting (or, if earlier, until the close of business on 31 December 2024) but, in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.
THAT, if resolution 15 is passed, the Directors be authorised to allot equity securities (as defined in section 560(1) of the Companies Act 2006) wholly for cash pursuant to the authority given by that resolution and/or to sell Ordinary Shares held by the Company as treasury shares for cash, free of the restriction in section 561(1) of the Companies Act 2006, such authority to be limited:
(a) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of resolution 15, by way of a rights issue only):
such authority to apply until the end of next year's annual general meeting of the Company (or, if earlier, until the close of business on 31 December 2024) but during this period the Company may make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution ends and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not ended.
such authority to apply until the end of next year's annual general meeting of the Company (or, if earlier, until the close of business on 31 December 2024) but during this period the Company may make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution ends and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not ended.
By order of the Board
Company Secretary
14 September 2023
Appointed to the Board: December 1998.
Mark Coombs founded the business which became Ashmore in 1992 and has overseen its successful growth for over 30 years.
Mark was appointed a Director on the incorporation of the Company and has served as its Chief Executive Officer since then. He held a number of positions at ANZ and led Ashmore's buyout from ANZ in early 1999. He is Co-Chair of EMTA, the trade association for emerging markets, having been on the Board since 1993. Mark has an MA in Law from Cambridge University.
Appointed to the Board: November 2013.
Tom Shippey is a chartered accountant with extensive experience in investment management, mergers and acquisitions, capital raising and financial and regulatory reporting.
Tom was appointed to the Board as Group Finance Director in November 2013. Prior to joining Ashmore in 2007, he worked at UBS Investment Bank, including advising on the Ashmore IPO in 2006. He is currently a trustee of the Resurgo Trust.
Tom qualified as a Chartered Accountant with PricewaterhouseCoopers in 1999 and is a Fellow of the ICAEW. He has a BSc in International Business and German from Aston University.
Appointed to the Board: October 2015 and as Chair: April 2022 (Independent on appointment).
Clive Adamson has enjoyed a career in financial services for over 40 years spanning executive roles in banking and regulation and Non-executive Director roles, including Board and Committee Chair positions, across wholesale and retail banking, insurance and asset management.
Clive spent 20 years in wholesale banking, holding senior positions with Citigroup and Bank of America. He moved into regulation as an adviser at the Bank of England before joining the newly formed Financial Services Authority and then the FCA upon formation where he was Director of Supervision and an Executive Member of the Board. Clive was a Non-executive Director of Virgin Money plc and a Senior Adviser at McKinsey & Company. He is currently Chair of J.P. Morgan Europe Ltd and its Nominations Committee (the Chase UK digital consumer bank), a Non-executive Director and Chair of the Audit Committee of J.P. Morgan Securities plc, and Chair of Nutmeg Saving and Investment Ltd. He is a Non-executive Director and Chair of the Risk Committee of both M&G plc and Prudential Assurance Company Limited. Clive holds an MA in Economics from Cambridge University.
Committee membership: N, R
Appointed to the Board: June 2021.
Helen Beck is a commercial international adviser with significant experience in advising boards on remuneration and human resources. She has a strong executive track record in building and growing client centric businesses with extensive financial service experience across a broad range of asset management firms and banks.
Helen was formerly a Partner and Head of Financial service remuneration practice with Deloitte LLP. Prior to joining Deloitte, she held a number of senior executive appointments in human resources, remuneration and consultancy, including at Standard Bank, McLagan Partners and Fidelity Asia-Hong Kong. Helen is currently a Non-executive Director of Funding Circle Holdings plc and Chair of its Remuneration Committee, a Non-executive Director of Irwin Mitchell Holdings Limited, an Independent Governor of University of Bedfordshire, and an Independent Member of the Remuneration Committee for the British Olympic Association. Helen holds a BA(Hons) in Social Administration from the University of Nottingham, is a Member of the Institute of Personnel Development and holds a Post Graduate Diploma in Personnel Management.
Committee membership: A, N, R
Appointed to the Board: June 2018.
Jennifer Bingham has in-depth experience in investment oversight of the investment portfolios of family offices and charitable foundations and in her previous executive role in the emerging markets fund management business.
Jennifer is an accountant and between 1992 and 2003 she was a senior executive of Brunswick Capital Management Limited, an investment manager specialising in the Russian equity market. During this period she variously held the offices of Chief Executive, Chief Operating Officer and Chief Financial Officer. Since 2003 Jennifer has held finance, administration and investment oversight roles with investment company PCHB Limited (part of the Cundill group of companies). She is currently an Executive Director of FPC Philanthropies Ltd (the Peter Cundill Foundation) and sits on the investment committee of PCHB Limited. Jennifer is also an Executive Director of Valley Management (UK) Limited, an Executive Director of Stichting Pamina, a Dutch Charitable Foundation, and a Trustee of The Ashmore Foundation.
Committee membership: A, N, R
Appointed to the Board: June 2023.
Thuy Dam has extensive investment and banking knowledge and has a thorough understanding of the complexity of emerging markets, particularly in Asia.
Thuy began her career as an entrepreneur, co-founding Vietnam's first private foreign investment consultancy firm. She then joined ANZ, helping to set up ANZ's banking business in Asia and becoming the first Vietnamese citizen to lead an international bank in Vietnam. Thuy was ANZ's Vice Chair to the Greater Mekong region prior to joining the National Australia Bank as its Chief Representative in Vietnam. Thuy is the President of the Fulbright University Vietnam and a Non-executive Director of Thien Minh Group Limited, TASCO JSC and EQuest Education Group. From 2014 to 2023 she was a Non-Executive Director and Chair of the Remuneration Committee of VinaCapital Vietnam Opportunity Fund Ltd. Thuy holds a BA in English from the University of Hanoi and an MBA in Finance from the Wharton School of Business at the University of Pennsylvania.
Committee membership: A, N, R
Appointed to the Board: August 2022.
Shirley Garrood has extensive financial services experience built up over a number of years with a focus on operations, finance and risk matters within financial services and investment management.
Shirley was Chief Financial Officer and Chief Operating Officer of Henderson Group plc and, since finishing her executive career, has held roles at esure Group plc as Deputy Chair, Chair of the Audit Committee and Senior Independent Director; and Chair of the Audit and Risk Committees and Senior Independent Director of Hargreaves Lansdown plc. She also served as a governor of the Peabody Trust housing association; a Non-executive Director of Royal London Mutual Insurance Society Limited, and Chair of Royal London Asset Management Holdings Limited and Royal London Asset Management Limited, also chairing their Risk and Capital Committee; and a Non-executive Director and Chair of the Audit and Risk Committee of the BBC. Shirley is currently an Independent Non-executive on Deloitte LLP's Audit Governance Board, providing oversight of the external audit and assurance business only. She is also Chair of Dignity Group Holdings Limited and Chair of the Audit Committee. Shirley holds a B.Sc in Economics and Accounting from the University of Bristol and is a qualified Chartered Accountant and Corporate Treasurer.
Committee membership: A, N, R
The AGM will be held at the De Vere Grand Connaught Rooms, 61-65 Great Queen St, London WC2B 5DA at 12 noon on Wednesday 18 October 2023.
Ashmore Group plc 61 Aldwych London WC2B 4AE United Kingdom www.ashmoregroup.com
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