AGM Information • Nov 3, 2020
AGM Information
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In light of the COVID-19 pandemic, there are significant changes to the usual arrangements for the annual general meeting ('AGM') this year and regrettably, shareholders are unable to attend the AGM in person. To ensure that your vote is counted, shareholders are advised to appoint the Chair of the meeting as their proxy by completing and submitting the hard copy proxy form or appointing a proxy online. Further details on how to vote are set out in the Letter from the Chairman. In order for your vote to be counted at the AGM, your proxy appointment must be received by 11.00 am on Wednesday, 2 December 2020.
Friday, 4 December 2020 at 11.00 am
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 are resident in the UK or, if you reside elsewhere, another appropriately authorised financial adviser.
If you have sold or otherwise transferred all of your shares in Associated British Foods plc, 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.
ASSOCIATED BRITISH FOODS PLC (incorporated and registered in England and Wales under number 293262)
I am writing to you regarding the 2020 annual general meeting ('AGM') of Associated British Foods plc (the 'Company') to be held at Weston Centre, 10 Grosvenor Street, London W1K 4QY at 11.00 am on Friday, 4 December 2020.
Unfortunately, as a consequence of the COVID-19 pandemic, we are not able to conduct this year's AGM in the usual way. The health, safety and welfare of our shareholders, employees and the broader community is of paramount importance.
With this in mind, and in accordance with the provisions of the Corporate Insolvency and Governance Act 2020, the AGM will be held as a closed meeting and regrettably shareholders are unable to attend in person. We will arrange for the necessary quorum to be in attendance so that the meeting is able to conduct its business and shareholders and others will not be granted access to the AGM in person. However, we intend to broadcast the AGM live on the web and via a telephone link on the day and shareholders are able to ask questions in advance of the meeting. To ensure that your vote is counted, shareholders are strongly advised to appoint the Chair of the meeting as their proxy either using the hard copy proxy form or electronically. Proxy appointments must be received by the Company by 11.00 am on 2 December 2020.
We will continue to review our AGM arrangements in light of the latest Government guidance, and therefore shareholders are encouraged to monitor the AGM 2020 page of the Company's website (www.abf.co.uk/agm) for any updates.
The AGM is an important event in our calendar as it provides the board of the Company (the 'Board') with the opportunity to discuss the Company's performance and other important matters with you, as well as responding to your questions. We are disappointed that the circumstances preclude us from holding the AGM as usual, however the Board is keen to ensure that shareholders continue to engage with the Company and are able to ask questions in advance of the meeting.
As such, it is our intention that the AGM will be broadcast live on the web and via a telephone link on the day. As usual, the AGM will include management presentations. Please refer to page 15 for further details and a step-by-step guide on how to access the broadcast of the AGM. That guide also contains details as to how you can access the broadcast if you hold your shares through a nominee or custodian account. Please note the broadcast is provided for information purposes only and shareholders will not be able to actively participate in or form part of the meeting. In particular, shareholders will not be able to vote on the day of the AGM and should appoint a proxy in advance so that their vote is counted.
Questions to the Board can be submitted in advance of the meeting by post (Attention: AGM – Company Secretary, Associated British Foods plc, Weston Centre, 10 Grosvenor Street, London W1K 4QY) or by email ([email protected]). If shareholders require a response to a question prior to the proxy voting deadline, please ensure that the question is received by the Company by 6.00 pm on 20 November 2020, in which case the Company will endeavour to respond to the shareholder by 27 November 2020. Please ensure that you include your name and Shareholder Reference Number (as shown on your proxy form and Notice of Availability) and, if your question is by post, the address to which a response should be sent.
A selection of answers to commonly asked questions, grouped by theme, will be available on the website (www.abf.co.uk/agm) in advance of the AGM. At the AGM, the key themes and issues arising from questions received will be discussed.
You will find the formal Notice of AGM on pages 4 and 5 of this document and this sets out the business to be considered at the meeting. Explanatory notes to the resolutions are provided on pages 5 to 10 of this document. If you have elected to receive information from the Company in hard copy, you will have received the annual report and accounts for 2020 with this document. Shareholders who have not elected to receive hard copy documents can view or download the annual report from our website at www.abf.co.uk.
As always, your vote is important to us. Given the circumstances, shareholders are strongly advised to appoint a proxy to vote on their behalf and are strongly advised to appoint the Chair of the meeting as their proxy to ensure that their vote can be cast at the meeting.
A shareholder can appoint a proxy:
Proxy appointments should be completed as soon as possible and must be received by 11.00 am on 2 December 2020. Full guidance on proxy voting (which includes the ability to lodge proxies electronically) is set out in shareholder note 2 on pages 11 and 12 of this document. Proxies cannot be appointed after that time and there will be no facility to vote on the day of the AGM.
The Board considers that the resolutions to be put to the AGM are in the best interests of the Company and its shareholders as a whole. The directors unanimously recommend that you vote in favour of the resolutions as they intend to do so in respect of their own beneficial holdings, which, as at 30 October 2020 (being the last practicable date prior to publication of this document) amount in aggregate to 4,367,208 ordinary shares, representing approximately 0.55% of the ordinary shares currently in issue.
On behalf of the Board, I would like to thank you for your continued support and understanding in these exceptional times.
Yours faithfully
Michael McLintock Chairman 3 November 2020
NOTICE IS HEREBY GIVEN that the eighty-fifth annual general meeting of Associated British Foods plc ('the Company') will be held at Weston Centre, 10 Grosvenor Street, London W1K 4QY on Friday 4 December 2020 ('the AGM') at 11.00 am to transact the following business:
To consider and, if thought fit, pass the following resolutions, of which resolutions 1 to 14 will be proposed as ordinary resolutions and resolutions 15 to 17 will be proposed as special resolutions.
To receive the accounts and the reports of the directors and the auditor thereon for the financial year ended 12 September 2020.
To approve the Directors' Remuneration report set out in the Company's annual report and accounts for the financial year ended 12 September 2020.
To re-elect Emma Adamo as a director.
To re-elect Graham Allan as a director.
To re-elect Ruth Cairnie as a director.
To re-elect Wolfhart Hauser as a director.
To re-elect Michael McLintock as a director.
To re-elect Richard Reid as a director.
To re-elect George Weston as a director.
To reappoint Ernst & Young LLP as auditor of the Company (the 'Auditor') to hold office from the conclusion of the AGM until the conclusion of the next annual general meeting.
To authorise the Audit Committee of the Board to determine the Auditor's remuneration.
THAT in accordance with section 366 and section 367 of the Companies Act 2006, the Company and all companies that are its subsidiaries at any time during the period for which this resolution is effective be and are hereby authorised to:
(as such terms are defined in the Companies Act 2006) in each case during the period beginning with the date of passing this resolution and ending at the earlier of the conclusion of next year's annual general meeting or at close of business on 3 March 2022 provided that the aggregate expenditure under paragraphs (a), (b) and (c) shall not exceed £100,000 in total.
Directors' authority to allot shares 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 of 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 ('Rights'):
provided that this authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, on 3 March 2022, 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 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.
Special resolution: Disapplication of pre-emption rights THAT if resolution 14 is passed, the directors be and they are hereby authorised 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 pursuant to the authority conferred by resolution 14 and 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 14, 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.
Notice of general meetings THAT a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice.
Amendments to articles of association THAT, with effect from the end of the AGM, the articles of association produced to the meeting and signed by the Chairman for the purpose of identification, are adopted as the articles of association of the Company in substitution for, and to the exclusion of, the Company's existing articles of association.
By order of the Board
3 November 2020
Weston Centre 10 Grosvenor Street London W1K 4QY Registered in England and Wales Company No. 293262
The Board asks shareholders to receive the reports of the directors and the auditor and the accounts for the year ended 12 September 2020. These accounts are sent to shareholders on 5 November 2020.
Directors' Remuneration report Resolution 2 seeks shareholder approval for the Directors' Remuneration report which is set out on pages 110 to 121 of the annual report and accounts 2020 and which gives details of directors' remuneration paid for the year ended 12 September 2020 in accordance with the remuneration policy approved by shareholders at the 2019 AGM. The Auditor has audited those parts of the Directors' Remuneration report that are required to be audited.
This resolution is advisory in nature, meaning that payments and benefits made or promised to directors would not have to be repaid or withheld should the resolution not be passed.
The directors' remuneration policy is not required to be approved at this year's AGM, having been approved by shareholders last year. The policy will be put to shareholders again no later than the company's annual general meeting in 2022.
The UK Corporate Governance Code provides for all directors of companies with a premium listing to be subject to annual re-election by shareholders. Accordingly, all members of the Board are standing for re-election. Resolutions 3 to 10 relate to the re-election of directors who have served for the entire period since the last AGM.
Biographical details for the directors (together with the reasons why their contributions are, and continue to be, important to the Company's long-term sustainable success) are set out on pages 7 to 9.
Resolutions 4, 6, 7 and 9 relate to the re-election of Graham Allan, Ruth Cairnie, Wolfhart Hauser and Richard Reid respectively, who are the directors that the Board has determined are independent directors for the purposes of the UK Corporate Governance Code. Under the Listing Rules, because Wittington Investments Limited ('Wittington'), and through its control of Wittington, the Garfield Weston Foundation, is a controlling shareholder of the Company (that is it exercises or controls more than 30% of the voting rights of the Company), the election or re-election of any independent director by shareholders must be approved by a majority vote of both:
Under the Listing Rules certain members of the Weston family who hold shares in Associated British Foods (including two of the Company's directors, George Weston and Emma Adamo) are treated as acting in concert with Wittington and are therefore also treated as controlling shareholders for the purposes of these voting requirements. Therefore, the votes of these individuals will also be excluded when calculating the votes of the independent shareholders.
Resolutions 4, 6, 7 and 9 are therefore being proposed as ordinary resolutions which all shareholders may vote on, but in addition, the Company will separately count the number of votes cast by independent shareholders in favour of the resolution (as a proportion of the total votes of independent shareholders cast on the resolution) to determine whether the second threshold referred to in (2) has been met. The Company will announce the results of the resolutions on this basis as well as announcing the results of the ordinary resolutions of all shareholders.
Under the Listing Rules, if a resolution to re-elect an independent director is not approved by a majority vote of both the shareholders as a whole and the independent shareholders of the Company at the AGM, a further resolution may be put forward to be approved by the shareholders as a whole at a meeting which must be held more than 90 days after the date of the first vote but within 120 days of the first vote. Accordingly, if any of resolution 4, 6, 7 or 9 is not approved by a majority vote of the Company's independent shareholders at the AGM, the relevant director(s) will be treated as having been re-elected only for the period from the date of the AGM until the earlier of: (i) the close of any general meeting of the Company, convened for a date more than 90 days after the AGM but within 120 days of the AGM, to propose a further resolution to re-elect the director; (ii) the date which is 120 days after the AGM; and (iii) the date of any announcement by the Board that it does not intend to hold a second vote.
In the event that the director's re-election is approved by a majority vote of all shareholders at a second meeting, the director will then be re-elected until the next AGM.
The Company is also required to provide details of: (i) any previous or existing relationship, transaction or arrangement between an independent director and the Company, its directors, any controlling shareholder or any associate of a controlling shareholder; (ii) why the Company considers the proposed independent director will be an effective director; (iii) how the Company has determined that the proposed director is an independent director; and (iv) the process by which the Company has selected each independent director. These details are provided for the independent directors as part of their respective biographies as set out on the following pages. The Company has received confirmation from each of the independent directors that, except as already disclosed, there is no existing or previous relationship, transaction or arrangement that the independent directors have or have had with the Company, its directors, any controlling shareholder or any associate of a controlling shareholder.
Non-executive director
Emma was appointed a director in December 2011. She was educated at Stanford University and has an MBA from INSEAD in France.
Emma is not considered independent by the Board in view of her relationship with Wittington Investments Limited, the Company's majority shareholder. She was appointed in 2011 to represent this shareholding on the Board.
Director of Wittington Investments Limited
Deputy Chair of the W. Garfield Weston Foundation in Canada
Emma has broad insights on a range of issues of relevance to the Company's businesses from her roles as director of entities with a wide range of retail business, real estate and charitable interests. Emma's performance continues to be effective and she makes a valuable contribution to the Board, demonstrating full commitment to the role, including devoting an appropriate amount of time to the role.
Independent non-executive director
Graham was appointed a director in September 2018. Graham was formerly the Group Chief Executive of Dairy Farm International Holdings Limited, a pan-Asian retailer. Prior to joining Dairy Farm, he was President and Chief Executive Officer at Yum! Restaurants International. Graham has previously held various senior positions in multinational food and beverage companies with operations across the globe and has lived and worked in Australia, Asia, the US and Europe.
Member of the Nomination Committee
Member of the Remuneration Committee
Senior Independent Director of Intertek Group plc
Independent non-executive director of InterContinental Hotels Group PLC
Non-executive Chairman of Nando's Group Holdings Limited
Non-executive Chairman of Bata International, a privately owned wholesaler and retailer
Member, Business Council of IKANO Pte Ltd
Board member of Kuwait Food Company Americana KSCC
Graham has extensive experience in multinational food, retail and fast moving consumer goods businesses across a range of jurisdictions, particularly from his previous roles in Dairy Farm and Yum! Restaurants International, which have activities in many of the countries in which the Company's subsidiaries operate. Graham makes an important contribution to the Board, including through his role on the Audit, Nomination and Remuneration Committees, and has committed an appropriate amount of time to the role.
Selection and independence The independent executive search consulting firm, Spencer Stuart, was engaged in the selection of a new independent non-executive director. Following a rigorous process of interviews and assessments, the Nomination Committee recommended the appointment of Graham to the Board and the Board approved his appointment
with effect from 5 September 2018.
Graham's independence was determined by reference to the relevant provisions of the UK Corporate Governance Code. The Board is satisfied that Graham is independent in character and judgement and that there are no relationships or circumstances which are likely to affect, or could appear to affect, his judgement.
John was appointed as Finance Director in May 1999. He has extensive international business experience and an in-depth knowledge of the industry. He was previously the finance director of Bunzl plc and is a member of the Institute of Chartered Accountants in England and Wales.
Senior Independent Director of Compass Group PLC
John has been Finance Director of the Company for 21 years, in which time the group has gone through a period of significant expansion through a combination of acquisitions and organic growth. John's significant financial and international experience, combined with his deep understanding of the businesses in the group and the markets in which they operate, means that he continues to contribute greatly to the long-term success of the group.
Independent non-executive director
Ruth was appointed a director in May 2014 and has been Senior Independent Director since 7 December 2018. Ruth was formerly Executive Vice President Strategy & Planning at Royal Dutch Shell plc. This role followed a number of senior international roles within Shell, including Vice President of its Global Commercial Fuels business. Ruth has also held a number of non-executive directorships including on the boards of Keller Group plc, ContourGlobal plc and Rolls-Royce Holdings plc.
Chair of the Remuneration Committee
Member of the Audit Committee
Member of the Nomination Committee
Industry Chair of POWERful Women, a professional initiative to advance gender diversity in the energy sector
Ruth has extensive overseas experience, in particular from her international marketing and supply chain management experience from her roles at Shell, as well as experience from board positions at other leading UK listed companies. Ruth makes an effective and valuable contribution to the Board, including through her role as Senior Independent Director, Chair of the Remuneration Committee and member of the Audit and Nomination Committees, and demonstrates commitment, including devoting an appropriate amount of time, to the role.
The independent executive search consulting firm, Spencer Stuart, was engaged in the selection of a new independent non-executive director.
Following a rigorous process of interviews and assessments, the Nomination Committee recommended the appointment of Ruth to the Board and the Board approved her appointment with effect from 1 May 2014.
Ruth's independence was determined by reference to the relevant provisions of the UK Corporate Governance Code. The Board is satisfied that Ruth is independent in character and judgement and that there are no relationships or circumstances which are likely to affect, or could appear to affect, her judgement.
Wolfhart was appointed a director in January 2015. Starting his career with various research activities, he went on to establish and lead a broad range of successful international service industry businesses. He was Chief Executive of Intertek Group plc for ten years until he retired from that role and the board in May 2015. He was previously Chief Executive Officer and President of TÜV Süddeutschland AG for four years and Chief Executive Officer of TÜV Product Services for ten years. He has also held other directorship roles, including as a non-executive director of Logica plc from 2007 to 2012 and Chair of FirstGroup plc for four years from 2015 to July 2019.
Member of the Nomination Committee
Member of the Remuneration Committee
Other appointments Senior Independent Director of RELX PLC
Wolfhart has a strong track record of driving profitable growth and value creation in a large international organisation as well as significant board experience of major UK listed companies. Wolfhart makes an effective and valuable contribution to the Board, including through his role on the Audit, Nomination and Remuneration Committees, and demonstrates commitment, including devoting an appropriate amount of time, to the role.
The process followed by the Company for Wolfhart's selection involved the engagement of external recruitment consultants, Spencer Stuart, who conducted a thorough search and identified a number of high-quality candidates. The Nomination Committee recommended the appointment of Wolfhart to the Board and the Board approved his appointment with effect from 14 January 2015.
The Board considered Wolfhart's independence by reference to the relevant provisions of the UK Corporate Governance Code. The Board is satisfied that Wolfhart is independent in character and judgement and that there are no relationships or circumstances which are likely to affect, or could appear to affect, his judgement.
Michael was appointed a director in November 2017 and Chairman in April 2018. He was formerly chief executive of M&G, retiring in 2016, having joined the company in 1992 and been appointed chief executive in 1997. In 1999 he oversaw the sale of M&G to Prudential plc where he served as an executive director from 2000 until 2016. Previously he held roles in investment management at Morgan Grenfell and in corporate finance at Morgan Grenfell and Barings.
Committee membership Chair of the Nomination Committee
Member of the Remuneration Committee
Other appointments Trustee of the Grosvenor Estate
Non-executive Chairman of Grosvenor Group Limited
Member of the advisory board of Spencer Stuart
Member of the advisory board of Bestport Private Equity Limited
Michael has strong leadership skills, combined with an in-depth knowledge of the financial sector and proven experience of growing businesses. This combination of skills, knowledge and experience makes Michael a very effective Chairman both in terms of getting the most out of the Board and in terms of interactions with investors.
Independent non-executive director
Richard was appointed a director in April 2016. He was formerly a partner at KPMG LLP ('KPMG'), having joined the firm in 1980. From 2008, Richard served as London Chairman at KPMG until he retired from that role and KPMG in September 2015. Previously, Richard was KPMG's UK Chairman of the High Growth Markets group and Chairman of the firm's Consumer and Industrial Markets group.
Chair of the Audit Committee
Member of the Nomination Committee
Member of the Remuneration Committee
Chairman of National Heart and Lung Institute Foundation
Deputy Chairman of Berry Bros & Rudd
Senior Advisor to Bank of China UK
Chairman of Themis International Services Limited
Richard has a broad experience of international financial matters as well as a specialist set of financial skills, expertise and experience from his previous roles at KPMG, including as its London Chairman, Chairman of its Consumer and Industrial Markets Group and UK Chairman of its High Growth Markets group. His extensive financial expertise and insight make him ideally placed to serve as Chair of the Audit Committee. Richard makes an effective and valuable contribution to the Board, including through his role as chair of the Audit Committee as well as his role on the Nomination and Remuneration Committees, and demonstrates commitment, including devoting an appropriate amount of time, to the role.
It is generally the Nomination Committee's practice to engage the services of an independent executive search consulting firm, or to consider open advertising, to assist in the search for potential candidates from a range of backgrounds. Cognisant of the fact that the Audit Committee Chair role (vacated on the retirement from the Board of Peter Smith in April 2016) required a particular set of financial skills, expertise and experience, the Board considered potential candidates from the very highest level of the accounting profession. On this occasion the Committee took the view that this approach would achieve the right outcome for the Company and accordingly it was not necessary to use the services of a search consulting firm or to utilise open advertising.
Richard, formerly a partner at KPMG, was identified as the outstanding candidate who best fulfilled the brief developed by the Committee. Following a series of rigorous interviews with members of the Board, on the recommendation of the Nomination Committee, the Board approved the appointment of Richard with effect from 14 April 2016. Richard brings broad experience of international financial matters to the Board.
The Board considered Richard's independence by reference to the relevant provisions of the UK Corporate Governance Code. The Board is satisfied that Richard is independent in character and judgement and that there are no
relationships or circumstances which are likely to affect, or could appear to affect, his judgement.
Richard was Chair of the board of trustees of Safer London, a registered charity supporting young people affected by violence and crime, from 2008 until he retired from that position in August 2014. The Garfield Weston Foundation made a donation to Safer London in March 2013, following an application made by Safer London to the Foundation. The application was considered on its merits and granted as part of the Foundation's wide range of charitable donations.
Richard was a trustee of the Eden Trust, a registered charity dedicated to breaking down barriers to communication and encouraging the sharing of information and ideas with the widest possible audience, until 19 September 2019. The Garfield Weston Foundation made a grant to the Eden Trust in May 2019, following an application made by the Eden Trust to the Foundation. The application was considered on its merits and granted as part of the Foundation's wide range of charitable donations.
George was appointed to the Board in 1999 and took up his current appointment as Chief Executive in April 2005. In his former roles at Associated British Foods, he was Managing Director of Westmill Foods, Allied Bakeries and George Weston Foods Limited (Australia).
Other appointments Non-executive director of Wittington Investments Limited
Trustee of the Garfield Weston Foundation
Trustee of the British Museum
George has a very detailed insight of the businesses in the group, having himself managed several of the businesses both in the UK and Australia. George's role as Chief Executive for the past 15 years has seen the group grow significantly through a combination of acquisitions and organic growth and his detailed insight into the group's businesses means that he continues to contribute greatly to the long-term success of the group.
Resolution 11 proposes the reappointment of Ernst & Young LLP as the Company's auditor to hold office from the conclusion of this AGM until the conclusion of the next annual general meeting of the Company. Resolution 12 authorises the Audit Committee of the Board to set the Auditor's remuneration.
Political donations and expenditure 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 determine, as the relevant provisions of
the Companies Act 2006 are capable
of wide interpretation.
The Company has a long-standing policy neither to make any political donations nor to incur political expenditure within the ordinary meaning of those words. We have no intention of altering this policy. However, the definitions of political donations and expenditure used in the Companies Act 2006 are very wide.
As a result, they may cover activities which are an accepted part of engaging with stakeholders to ensure that issues and concerns affecting our operations are considered and addressed, but which would not ordinarily be considered as political donations or political expenditure. Consequently, the directors have concluded that, in common with many other listed companies, it would be prudent to seek authority from shareholders to allow them to make political donations and incur political expenditure (up to £100,000 in the specified period) to ensure that the group does not inadvertently breach the Companies Act 2006.
The purpose of resolution 14 is to renew the directors' authority to allot shares.
The Investment Association ('IA') guidelines on directors' authority to allot shares state that IA members will permit, and treat 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 should only be allotted pursuant to a fully pre-emptive rights issue.
In accordance with these guidelines, the Board seeks the shareholders' authority to allot shares in the capital of the Company up to a maximum nominal amount of £29,800,000, representing the IA guideline limit of approximately two-thirds of the Company's issued ordinary share capital as at 30 October 2020 (the latest practicable date prior to publication of this Notice). Of this amount, £14,900,000 (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 conclusion of the next annual general meeting or, if earlier, 3 March 2022.
The directors have no present intention to exercise this authority. However, the directors consider it appropriate to maintain the flexibility that this authority provides.
As at the date of this Notice, the Company does not hold any ordinary shares in the capital of the Company in treasury.
Disapplication of pre-emption rights Resolution 15, proposed as a special resolution, will give the directors authority to allot shares in the capital of the Company (pursuant to the authority granted under resolution 14) for cash without complying with the pre-emption rights in the Companies Act 2006 in certain circumstances. 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'). Resolution 15 will permit the directors to allot:
The directors confirm their intention to follow the provisions of the Pre-emption Principles regarding cumulative usage of authorities within a rolling three-year period. These principles provide that companies should consult shareholders prior to issuing, other than to existing shareholders, shares for cash representing in excess of 7.5% of the Company's issued share capital in any rolling three-year period.
The directors have no present intention to exercise this authority, however consider it prudent to maintain the flexibility this authority affords. This authority will expire upon the expiry of the general authority in resolution 14 (that is on the date of the next annual general meeting or, if earlier, 3 March 2022).
Resolution 16 is a resolution to allow the Company to hold general meetings (other than annual general meetings) 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 annual general meetings) 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, in common with many other listed companies, 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 annual general meetings. The approval will be effective until the Company's next annual general meeting, 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.
Amendments to articles of association The Board is proposing that the Company adopt new articles of association to reflect changes to company law and market practice, the principal changes of which are set out in Appendix 1. In addition, a marked-up version of the new articles of association is available on our website at www.abf.co.uk/agm.
In accordance with the Corporate Insolvency and Governance Act 2020, shareholders are unable to attend the AGM in person this year. Shareholders are strongly advised to appoint the Chair of the meeting as their proxy to ensure that their votes are counted. Proxy appointments should be submitted as early as possible (and should be received by the Company no later than 11.00 am on 2 December 2020).
To be entitled to vote, members must be registered in the register of members of the Company at 6.30 pm on Wednesday 2 December 2020 (or, if the meeting is adjourned, at 6.30 pm on the date which is two working days prior to the adjourned meeting). Changes to entries on the register after this time shall be disregarded in determining the rights of persons to vote (and the number of votes they may cast) at the meeting or adjourned meeting.
In light of the arrangements for this year's AGM, shareholders are strongly advised to appoint the Chair of the meeting as their proxy. If a shareholder appoints someone else as their proxy, their vote will not be counted as that person will be unable to attend the AGM and vote on their behalf.
A form of proxy (or notice of availability if registered to receive shareholder communications electronically) which may be used to make this appointment and give proxy instructions has been sent to all members who appeared on the register of members at the close of business on 30 October 2020. Details of how to appoint a proxy are set out in the notes to the form of proxy. If you do not have a form of proxy and believe that you should have one, or if you require additional forms, please contact Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA (Tel: 0371 384 2282 (UK only) or +44 (0)121 415 7047 (from outside the UK); lines open 8.30 am to 5.30 pm (UK time), Monday to Friday excluding public holidays in England & Wales). As an alternative to completing a hard copy form of proxy, proxies may be appointed electronically in accordance with the paragraph below.
In order to be valid, an appointment of proxy must be returned (together with any authority under which it is executed or a copy of the authority certified or in some other way approved by the directors) by one of the following methods:
and in each case must be received by the Company's Registrar not less than 48 hours before the time of the meeting (excluding non-working days), being no later than 11.00 am on Wednesday 2 December 2020.
Please note that the Company takes all reasonable precautions to ensure no viruses are present in any electronic communications 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 recommends that shareholders subject all messages to virus-checking procedures prior to opening.
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.
To change your proxy instructions you may return a new proxy appointment using the methods set out above.
Any change must be received by the Company's registrar prior to the proxy deadline previously advised in this note. Where you have appointed a proxy using the hard copy form of proxy and would like to change the instructions using another hard copy form of proxy, please contact Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA (Tel: 0371 384 2282 (UK only) or +44 (0)121 415 7047 (from outside the UK); lines open 8.30 am to 5.30 pm (UK time), Monday to Friday excluding public holidays in England & Wales). 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 received shall be treated as replacing and revoking the other or others.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST manual on the Euroclear website (www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's (EUI) specifications and must contain the information required for such instructions, as described in the CREST manual. Regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, in order to be valid, the CREST message must be transmitted so as to be received by the issuer's agent (ID number – RA19) by 11.00 am on Wednesday 2 December 2020. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST applications host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In relation to this, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings.
A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the AGM. In accordance with the provisions of the Companies Act 2006, each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provided that the representative does not do so in relation to the same shares. However, please refer to the important note above in relation to attendance at this year's AGM.
Voting on resolutions 1 to 17 will be conducted by way of a poll rather than a show of hands. This is a more transparent method of voting as member votes are counted according to the number of shares held. As soon as practicable following the AGM, the results of the voting at the meeting and the numbers of proxy votes cast for and against and the number of votes actively withheld in respect of each of the resolutions will be announced via a Regulatory Information Service and also placed on the Company's website www.abf.co.uk.
As at 30 October 2020 (being the latest practicable date prior to the publication of this Notice), the Company's issued voting share capital consists of 791,674,183 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company are 791,674,183.
Copies of the directors' service contracts with the Company, the terms and conditions of the appointment of non-executive directors and a marked up version of the new articles of association will be available for inspection during normal business hours (which do not include Saturdays, Sundays and public holidays) at the registered office of the Company. Should a shareholder wish to inspect any of these documents, please submit a request to [email protected].
The content of this Notice, details of the total number of shares in respect of which members are entitled to exercise voting rights at the meeting, the total voting rights that members are entitled to exercise at the meeting, and, if applicable, any members' statements, members' resolutions or members' matters of business received by the Company after the date of this Notice, along with a marked up version of the new articles of association, will be available on the Company's website www.abf.co.uk.
Please refer to page 2 which explains how to submit a question in advance of the AGM this year. As is the case in respect of questions raised by shareholders in person at a meeting, the Company will not answer questions: (i) if to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (ii) if the answer has already been given on a website in the form of an answer to a question; or (iii) if it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
Members satisfying the thresholds in section 527 of the Companies Act 2006 can require the Company to publish a statement on its website setting out any matter relating to: (a) the audit of the Company's accounts (including the Auditor's report and the conduct of the audit) that are to be laid before the AGM; or (b) any circumstances connected with an auditor of the Company ceasing to hold office since the last AGM, that the members propose to raise at the AGM.
The Company cannot require the members requesting the publication to pay its expenses. Any statement placed on the website must also be sent to the Company's auditor no later than the time it makes its statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required to publish on its website.
A copy of this Notice has been sent for information only to persons who have been nominated by a member to enjoy information rights under section 146 of the Companies Act 2006 (a 'Nominated Person'). The rights to appoint a proxy cannot be exercised by a Nominated Person; they can only be exercised by the member. However, a Nominated Person may have a right under an agreement between him/her and the member by whom the Nominated Person was nominated to be appointed as a proxy for the meeting or to have someone else so appointed. If a Nominated Person does not have such a right or does not wish to exercise it, he/she may have a right under such an agreement to give instructions to the member as to the exercise of voting rights.
If you have any queries about your shareholding, please contact Equinti.
0371 384 2282 (UK only) or +44 (0)121 415 7047 (outside the UK); lines open 8.30 am to 5.30 pm (UK time), Monday to Friday, excluding public holidays in England & Wales.
Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6DA.
A range of shareholder information is available online at www.shareview.co.uk where shareholders can check their holdings, find practical help on updating details and register their email address to receive shareholder communications electronically.
Shareholders are advised that the telephone numbers, website and email addresses provided in this Notice must not be used to communicate with the Company for any purposes other than those expressly stated.
It is proposed that the Company adopt new articles of association (the 'New Articles') in place of the current articles of association (the 'Current Articles') which were adopted in 2009.
The principal changes in the New Articles are summarised below. They are intended to reflect developments in market practice, certain legal and regulatory changes and provide additional flexibility where this is considered appropriate.
In addition, the Company has taken the opportunity to incorporate amendments of a more minor, technical or clarifying nature which are not summarised below. These seek to modernise the language in the document, remove provisions in the Current Articles which duplicate English company law, and clarify how certain provisions should operate.
The New Articles (Article 13) confirm that share certificates are sent at the member's risk.
The Current Articles (Article 14) allow for the issuance of bearer shares. This has been deleted from the New Articles as the issuance of bearer shares has been prohibited since May 2015.
The New Articles contain additional detail in relation to the procedures for enforcing the Company's lien over partly-paid shares (Articles 16 and 17). In relation to calls on amounts unpaid on any shares, the New Articles update the interest rate on any unpaid call to the interest rate specified in the Companies Act 2006 - currently 5 per cent (Article 22). The New Articles contain additional detail in relation to the procedures for the sale of shares forfeited because a call on amounts unpaid on those shares remain unpaid (Article 27).
The provisions in relation to transmission of shares in the New Articles clarify, amongst other things, that persons receiving shares by transmission shall only have the rights of a shareholder
after the relevant transferee gives notice of their entitlement to the Company (Article 38 and 39).
The New Articles clarify that, in the event that a shareholder fails to comply with a section 793 notice, the sanctions continue to apply to the relevant shares after they are transferred. The New Articles also extend the circumstances in which a person will have failed to comply with a section 793 notice to include circumstances where the Company knows (or has reasonable cause to believe) that information provided in response to a section 793 notice is incorrect or incomplete (Article 40).
The process of selling shares belonging to shareholders who remain untraced for over 12 years has been modernised in the New Articles (Article 41) to bring them more in line with current market practice. The changes include removing the requirement for notices in relation to untraced shareholders to be published in a national newspaper (notices must still be sent to the registered address or last known address of the shareholder). The Company is also required to use reasonable steps to trace the untraced shareholder, for example, using a professional asset reunification company or other tracing agent.
Amendments have also been made to the process of the sale of shares of untraced members. The obligation to obtain the "best price reasonably obtainable" for such shares has been deleted in the New Articles, and proceeds of sale of the share(s) will be forfeited by the former shareholder, with no further right to claim the proceeds.
Various consequential amendments have been made to the New Articles to reflect the above changes.
The Current Articles give the Company the power to re-convert any stock into paid up shares by passing an ordinary resolution (Article 42). The New Articles do not include this power as: (i) it is no longer possible to convert shares into stock; and (ii) the power to reconvert stock into shares by ordinary resolution is set out in section 620 of the Companies Act 2006.
The New Articles provide that the Company may hold 'hybrid' general meetings (including annual general meetings) in such a way that enables members to attend and participate in the business of the meeting by attending a physical location or by attending by means of an electronic facility (Article 46B). Voting at hybrid meetings will, by default, be decided on a poll. Hybrid meetings may be adjourned in the event of a technological failure. The directors consider it prudent to obtain the flexibility to hold hybrid meetings. The provision does not permit virtual-only or electronic-only general meetings to be convened.
A number of clarifying changes have also been made to the provision in relation to satellite/multi-venue meetings (Article 52).
The New Articles include a new power for the directors to postpone a meeting after notice of that meeting has been sent but before the meeting is held (Article 46A). This power is intended to provide flexibility in the event of difficulties arising prior to the meeting being held, for example, if there are issues in relation to the meeting venue or facilities.
The provisions in relation to adjourning a general meeting in the New Articles have also been updated (Article 53). The changes include clarifying that the same meeting may be adjourned more than once, and that the date and time to which a meeting is adjourned does not need to be specified at the relevant meeting.
A number of other modernising or consequential amendments have been made to the provisions in the New Articles in relation to general meetings.
The New Articles provide that where two or more valid appointments of proxy are received in respect of the same share or shares, the last to be received by the Company shall revoke the first to be received (Article 68).
In line with the requirements of the UK Corporate Governance Code, the New Articles require directors to retire and seek re-election at each annual general meeting of the Company (Article 80). This reflects existing Company practice.
The provisions in relation to the termination of a director's appointment have also been modernised, in particular to reflect changes in law (Article 84).
The provisions in relation to directors' remuneration and expenses (Article 93) have been amended to clarify their operation in practice. Directors' remuneration will continue to be paid in accordance with the directors' remuneration policy most recently approved by shareholders.
A number of other more minor and consequential amendments have been made to the New Articles in relation to director appointments, alternate directors and directors' conflict of interests.
A number of modernising changes have been made in the New Articles in relation to directors' decision making (Articles 98 to 102).
The New Articles give the Board greater flexibility to determine the appropriate method(s) by which it pays dividends to shareholders (Article 109). This flexibility will help the Board take account of developments in market practice and keep down the administrative cost of making payments. The New Articles also provide that where a payment cannot be made because a shareholder has not provided valid account details or an address to the Company, that amount will be treated as unclaimed until the shareholder provides those details (Article 110). In such an event: (i) no trust will arise in relation to such sums; and (ii) no interest will need to be paid on such sums.
The provisions relating to scrip dividends have generally been updated, including to provide greater flexibility for the directors to determine the terms and conditions of elections to receive scrip dividends (Article 113).
Changes are proposed to modernise and clarify the articles relating to service of notices or documents by the Company (Article 118).
For flexibility, the New Articles provide for the appointment of joint, deputy and assistant company secretaries (Article 129). The New Articles also explicitly confirm the directors' and secretary's power to authenticate and certify board minutes and other corporate authorisations (Article 131A). The scope and application of the provisions in relation to indemnification by the Company have also been clarified (Article 135).
As, regrettably, shareholders are unable to attend the AGM in person, the Company is for the first time enabling shareholders to access a live broadcast of the AGM either on the web or by telephone. Please remember that you will not be able to vote on the day of the AGM and that you should appoint a proxy in advance so that your vote is counted.
If you wish to access the broadcast of the AGM, you will need information that is included on the Notice of Availability which is unique to you.
If your investment is held on your behalf in a broker account/nominee account and you wish to access the AGM broadcast, you must contact your broker/nominee in advance and request that they appoint you as a corporate representative so that you have the appropriate authority to access the broadcast. Without this authority you will not have the necessary details and will not be able to gain access. Once the valid appointment has been made please contact the Company's Registrar, Equiniti, before 4.00 pm on 2 December 2020 on 0371 384 2282 (or +44 121 415 7047, if you are calling from outside the UK), for your unique Shareholder Reference Number (SRN) and PIN. Lines are open 8.30 am to 5.30 pm Monday to Friday (excluding public holidays in England & Wales).
Shareholders can access a live audio and video broadcast of the AGM via the AGM website: https://web.lumiagm.com
This website can be accessed online using most well-known internet browsers such as Internet Explorer (not compatible with versions 10 and below), Chrome, Firefox and Safari on a PC, laptop or internet-enabled device such as a tablet or smartphone.
On accessing the AGM website, you will be asked to enter a Meeting ID which is 151-465-948. You will then be prompted to enter your unique SRN and PIN which can be found on your Notice of Availability. Access to the meeting via the website will be available from 9.30 am on 4 December 2020. The meeting will start at 11.00 am.
The AGM will be broadcast in audio and video format with presentation slides. Once logged in, and at the commencement of the meeting, you will be able to view and hear the proceedings of the meeting on your device, as well as being able to see any slides or video being presented at the meeting. Slides will advance automatically as the meeting progresses.
An active internet connection is required at all times in order to allow you to view the broadcast. It is the user's responsibility to ensure you remain connected for the duration of the meeting.
For further details, please see the 'User Guide to Accessing the Live Broadcast of the Associated British Foods plc AGM 2020 via the AGM website' below.
Shareholders can access a live audio broadcast of the AGM by telephone.
To access the live audio broadcast by telephone you should dial:
Freephone (if dialling from within the UK): 0800 279 7204
If dialling in from outside the UK: +44 (0)330 336 9411
On dialling in, you will be asked for your confirmation code: 1773106, your name and your SRN (which can be found on your Notice of Availability).
Access to the meeting via the telephone will be available from 10.30 am on 4 December 2020. Your telephone line will be muted for the duration of the call once you have been permitted access. The meeting will start at 11.00 am.
When accessing by telephone, you will be able to hear the proceedings of the meeting but will not be able to see any slides or video being presented at the meeting unless you are also logged in via the AGM website.
To login you must have your SRN and PIN as shown on the Notice of Availability
1 2 3 4
https://web.lumiagm.com and you will be prompted to enter the Meeting ID. If a shareholder attempts to login before the meeting is live† , a pop-up dialogue box will appear.
† At 9.30 am on 4 December 2020.
After entering the Meeting ID, you will be prompted to enter your unique SRN and PIN as found on your Notice of Availability.
The meeting presentation will appear automatically at the side of the page if viewing through a web browser.
This can be minimised by pressing the button.
Associated British Foods plc Weston Centre 10 Grosvenor Street London W1K 4QY Tel + 44 (0)20 7399 6500
Fax + 44 (0)20 7399 6580
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