AGM Information • Apr 21, 2015
AGM Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL ADVICE FROM YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 IMMEDIATELY.
IF YOU HAVE SOLD OR OTHERWISE TRANSFERRED ALL OF YOUR SHARES IN CINEWORLD GROUP PLC, PLEASE FORWARD THIS DOCUMENT AND THE ACCOMPANYING 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 ARRANGED FOR TRANSMISSION TO THE PURCHASER OR TRANSFEREE.
Notice of the Annual General Meeting of Cineworld Group plc to be held on 26 May 2015 commencing at 11.00am at The Cineworld Cinema, Southside Shopping Centre, Wandsworth High Street, London SW18 4TF is set out in this document.
A form of proxy for use at this meeting accompanies this document. To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and returned so as to be received by Capita Asset Services, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, not later than 11.00am on 21 May 2015 or not less than 48 hours before the time of the Annual General Meeting if it is adjourned. Alternatively, shareholders may appoint a proxy online at www.capitashareportal.com or use the service provided by Euroclear, in both cases by the same deadline as above. Completion and return of a form of proxy will not preclude a shareholder from attending and voting in person at the Annual General Meeting should they choose to do so. Further details are given in the notes to this document.
(Registered in England under number 5212407)
Dear Shareholder W4 5PY
The Annual General Meeting ("AGM") of Cineworld Group plc (the "Company") will be held on 26 May 2015 at 11.00am at The Cineworld Cinema, Southside Shopping Centre, Wandsworth High Street, London SW18 4TF. I do hope that you will be able to attend. If you are unable to attend, I would encourage you to exercise your right to vote by completing and returning the enclosed form of proxy. The Notice of Meeting is set out on pages 4 to 5. Details of the items of business to be proposed at the meeting are set out below.
This resolution deals with the receipt and the adoption of the Report of Directors and the Financial Statements for the period ended 1 January 2015. Shareholders who are not receiving a printed copy of the 2014 Annual Report can obtain a copy by downloading it from the Company's website (www.cineworldplc.com) or by writing to the Company Secretary, Cineworld Group plc, Power Road Studios, 114 Power Road, Chiswick, London W4 5PY.
In accordance with the Companies Act 2006 (as amended), the Directors' Remuneration Report is now divided into two parts; the first part is a Directors' Remuneration Policy which describes the Remuneration Committee's approach to the remuneration of Directors and is set out on pages 56 to 62 of the Annual Report and the second part is the Annual Remuneration Report which explains how the policy has been implemented over the period and is set out on pages 46 to 55 of the Annual Report.
The Companies Act 2006 requires the Company to seek shareholder approval of the Directors' Remuneration Policy at least once every three years commencing with the first AGM after 1 October 2013. The policy is binding and, after its takes effect, no remuneration may be paid to directors other than in accordance with it. The policy was approved at last year's AGM and so is not being put to the vote this year.
The Company is however required to seek shareholder approval of the Annual Remuneration Report each year. Resolution 2 is seeking this approval. For ease of reference, the Annual Remuneration Report appears before the Directors' Remuneration Policy, which has been reproduced in full from last year in the Annual Report on pages 56 to 62.
Subject to the declaration of the dividend at the meeting, a final dividend of 9.7p (net) per share will be paid on 9 July 2015 to shareholders on the register at the close of business on 12 June 2015.
On 11 March 2015 and 25 March 2015, the Company announced that Julie Southern and Alicja Kornasiewicz would be proposed for election as Directors at the AGM. Resolutions 4 and 5 deal with their election. If elected, they will replace Peter Williams and David Maloney, two current Directors, who are retiring at the AGM and not standing for re-election as they have served for nine years and so are no longer considered to be independent under the UK Corporate Governance Code. Biographical details of each of the new proposed Directors are set out in Appendix 1 on page 8 of this document. If elected, Julie Southern will become Chairman of the Audit Committee.
Further, although the Company's articles of association only requires one third of the Board of Directors to retire by rotation and offer themselves for re-election each year, so as to accord with best practice all the Directors as at 12 March 2015 are retiring and, with the exception of Peter Williams and David Maloney, are offering themselves for re-election. Resolutions 6 to 13 deal with the re-election of these Directors. Biographical details of these Directors can be found on pages 32 to 33 of the Annual Report. The Board is satisfied that each of these Directors standing for re-election continues to show the necessary commitment and to be an effective member of the Board due to his or her skills, expertise and business acumen.
The Company is required to appoint auditors at each AGM, to hold office until the end of the next such meeting.
Resolutions 14 and 15 deal with the appointment of KPMG LLP as auditors of the Company until the conclusion of the next Annual General Meeting and authorises the Audit Committee to set their remuneration.
Paragraph a.I of resolution 16 would give the Directors the authority to allot shares in the Company and grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal value of £880,950. This represents just less than one third of the share capital of the Company in issue at 16 April 2015 (being the last practicable date prior to the publication of this notice).
In line with the Share Capital Management Guidelines issued by The Investment Association, paragraph a.II of resolution 16 would give the Directors the authority to allot shares in the Company and grant rights to subscribe for or convert any security into shares in the Company in connection with a rights issue up to an aggregate nominal value of £1,761,900 (as reduced by the nominal amount of any shares issued under paragraph a.I of this resolution). This amount (before any reduction) represents just less than two thirds of the share capital of the Company in issue at 16 April 2015 (being the last practicable date prior to the publication of this notice).
Registered Office: Power Road Studios 114 Power Road Chiswick London
Except in relation to the Company's employee share schemes, the Directors have no present intention of using this authority. However, the Directors may consider issuing unissued shares if they believe it would be appropriate to do so in respect of business opportunities that may arise consistent with the Company's strategic objectives. The Company does not, at 16 April 2015 (being the last practicable date prior to the publication of this notice), hold any treasury shares (which are shares held by the Company itself).
This authority will expire 15 months from the date of this resolution or, if earlier, at the conclusion of the next Annual General Meeting.
Under section 561 of the Companies Act 2006, when new shares are allotted or treasury shares are sold for cash, they must first be offered to existing shareholders pro rata to their holdings. There may be occasions, however, when the Directors will need the flexibility to finance business opportunities by the issue of ordinary shares without a pre-emptive offer to existing shareholders. This special resolution empowers the Directors to: (a) allot shares in the Company in connection with a rights issue, scrip dividend or other similar issue; and (b) otherwise allot shares in the Company, or sell treasury shares for cash, up to an aggregate nominal value of £132,140 (representing, in accordance with institutional investor guidelines just less than 5% of the share capital in issue as at 16 April 2015, being the last practicable date prior to the publication of this notice) as if the pre-emption rights of section 561 of the Companies Act 2006 did not apply.
Except in relation to the Company's employee share schemes, the Directors have no immediate plans to make use of these authorities. In line with best practice, the Board confirms that it does not intend to issue more than 7.5 per cent of the issued share capital of the Company on a non pre-emptive basis in any rolling three-year period.
This authority will expire 15 months from the date of this resolution or at the conclusion of the next Annual General Meeting, whichever is the earlier.
Resolution 18 is being proposed to renew the Directors' authority to purchase up to 39,616,000 ordinary shares or, if less, 14.99% of the Company's issued share capital in the market immediately following the passing of the resolution. This authority will only be exercised if, having taken account of the likely impact on the financial position of the Company, the Directors are satisfied that any such purchase will be in the best long-term interest of shareholders.
This authority will expire 15 months from the date of this resolution or, if earlier, at the conclusion of the next annual general meeting. The shares repurchased by the Company under the authority would either be cancelled or held as treasury shares. No dividends may be paid on shares which are held as treasury shares and no voting rights are attached to them. Any issue of treasury shares for the purposes of the Company's employee share schemes will be made within the anti-dilution limits set out by The Investment Association.
As at 16 April 2015 (being the last practicable date prior to the publication of this notice) there were options and awards outstanding over approximately 2.6 million ordinary shares in the capital of the Company, which represent approximately 0.99% of the Company's issued ordinary share capital at that date. If the authority to purchase the Company's ordinary shares were to be exercised in full, these options and awards would represent approximately 1.17% of the Company's issued ordinary share capital (excluding treasury shares).
One of the requirements of the Shareholder Rights Directive is that all general meetings must be held on 21 clear days' notice unless shareholders agree to a shorter notice period. The articles of association of the Company enable the Company to call general meetings (other than annual general meetings) on 14 clear days' notice with shareholder approval. In order to preserve this ability, resolution 19 seeks such approval. The approval will be effective until the Company's next Annual General Meeting, when it is intended that a similar resolution will be proposed.
Resolutions 1 to 16 (inclusive) will be proposed as ordinary resolutions and resolutions 17 to 19 (inclusive) will be proposed as special resolutions. Ordinary resolutions require a simple majority of those present (in person or by proxy) at the AGM in order to be validly passed whereas special resolutions require a 75% majority.
You will find enclosed a form of proxy. If you are unable to attend the AGM, please complete and return the form of proxy in accordance with the notes printed on the form (or appoint a proxy by another method in accordance with the notes to this document) as soon as possible and, in any event, so that it is received no later than 11.00am on 21 May 2015 or not less than 48 hours before the time of the AGM if it is adjourned. Completion and return of the form of proxy will not prevent you from attending the meeting and voting in person should you wish.
The Board believes that the proposed resolutions to be put to the AGM are in the best interests of shareholders and the Company as a whole and, accordingly, recommends that shareholders vote in favour of the resolutions, as the Directors intend to do in respect of their own beneficial shareholdings in the Company.
Yours faithfully,
Anthony Bloom, Chairman
21 April 2015
(Registered in England with number 5212407)
NOTICE IS HEREBY GIVEN that the eighth Annual General Meeting of Cineworld Group plc ("the Company") will be held at The Cineworld Cinema, Southside Shopping Centre, Wandsworth High Street, London SW18 4TF on Tuesday, 26 May 2015 at 11.00am for the transaction of the following business. Resolutions 1 to 16 (inclusive) will be proposed as ordinary resolutions and resolutions 17 to 19 (inclusive) as special resolutions:
and so that the Directors may impose any limits or restrictions and make any arrangements which they 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;
and so that the Directors may impose any limits or restrictions and make any arrangements which it considers 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; and
d. unless previously renewed, revoked or varied, the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company or on 25 August 2015, whichever is the earlier, save that the Company may make a contract or contracts to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of ordinary shares pursuant to any such contract or contracts.
THAT a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.
By order of the Board
Richard Ray, Company Secretary
21 April 2015
Registered Office: Power Road Studios 114 Power Road Chiswick London W4 5PY
Holders of ordinary shares, or their duly appointed representatives, are entitled to attend and vote at the Annual General Meeting. Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and speak and vote on their behalf at the meeting. A shareholder can appoint the Chairman of the meeting or anyone else to be his/her proxy at the meeting. A proxy need not be a shareholder. More than one proxy can be appointed in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different ordinary share or shares held by that shareholder. To appoint more than one proxy, the proxy form should be photocopied and completed for each proxy holder. The proxy holder's name should be written on the proxy form together with the number of shares in relation to which the proxy is authorised to act. A failure to specify the number of shares each proxy appointment relates to or specifying an aggregate number of shares in excess of those held by the member will result in the proxy appointment being invalid. The box on the proxy form must also be ticked to indicate that the proxy instruction is one of multiple instructions being given. All proxy forms must be signed.
The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in note 2) will not prevent a shareholder attending the Annual General Meeting and voting in person if he/she wishes to do so.
A form of proxy is enclosed with this notice. To be valid, the form of proxy, together with the power of attorney or other authority under which it is signed (or a notarially certified copy of such power or authority), must be deposited with the Company's Registrars, Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU not later than 11.00am on 21 May 2015 or not less than 48 hours before the time of the Annual General Meeting if it is adjourned. Alternatively, to appoint a proxy online (which must be done by the same deadline as above), shareholders may go to the following website: www.capitashareportal.com. You should select 'Register for the Share Portal' and enter "Cineworld Group plc". The Company's name will be presented on the next screen and you should click on this. Once you have clicked, you should follow the prompts on the screen by entering your surname, investor code, postcode, email address and to select a password. Once registered, you will be able to complete your proxy appointment online.
A member present in person or by proxy shall have one vote on a show of hands and on a poll every member present in person or by proxy shall have one vote for every ordinary share of which he/she is the holder.
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 specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by Capita (ID RA10) not later than 11.00am on 21 May 2015 or not less than 48 hours before the time of the Annual General Meeting if it is adjourned. 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 Capita is able to retrieve the message by enquiry to CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages and normal system timings and limitations will apply in relation to the input of a CREST Proxy Instruction. It is the responsibility of the CREST member concerned to take such action as shall be necessary to ensure that a message is transmitted by means of the CREST
system by any particular time. 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.
A person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she is nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
The statements of the rights of members in relation to the appointment of proxies in notes 1 and 2 above do not apply to a Nominated Person. The rights described in those notes can only be exercised by registered members of the Company.
Pursuant to regulation 41(1) of the Uncertificated Securities Regulations 2001, only those shareholders registered in the register of members of the Company as at 6.00 pm on 21 May 2015 shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the relevant register of members after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting. If the meeting is adjourned to a time not more than 48 hours after the specified time applicable to the original meeting, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purpose of determining the number of votes they may cast) at the adjourned meeting. If the meeting is adjourned for a longer period then, to be so entitled, a member must be entered on the Company's register of members at the time which is 48 hours before the time fixed for the adjourned meeting or, if the Company gives notice of the adjourned meeting, at the time specified in that notice.
As at 16 April 2015, being the latest practicable date prior to the publication of this document, the Company's issued share capital consists of 264,287,011 ordinary shares, carrying one vote each. Therefore the total voting rights in the Company as at 16 April 2015 are 264,287,011.
All shareholders and their proxies attending have the right to ask questions at the meeting. The Company will answer any such questions relating to the business of the meeting, but it may not answer if (a) if it would involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is not desirable in the interests of the Company or the good order of the meeting that the question be answered.
Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
The letters of appointment of the Non-Executive Directors and the service agreements for the Executive Directors will be available for inspection at the registered office of the Company during usual business hours on any weekday (except Saturdays, Sundays and public holidays) until the date of the meeting and at the place of the meeting for a period of 15 minutes prior to and during the meeting.
Under section 338 and 338A of the Companies Act 2006, members may request the Company to include in the business to be dealt with at the AGM any matter (other than a proposed resolution) which may be properly included in the business, provided that it is not defamatory, frivolous or vexatious. The Company will include such matter if sufficient requests have been received from members who have at least 5 per cent of the total voting rights or by at least 100 members who hold shares on which there has been an average sum, per member, of at least £100 paid up and submitted in the manner detailed in sections 338 and 338A of the Companies Act 2006.
Under section 527 of the Companies Act 2006, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the meeting; or (ii) any circumstances connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act
You may not use any electronic address (within the meaning of section 333(4) of the Companies Act 2006) provided in this Notice of Meeting (or in any related documents including the Chairman's letter and proxy form) to communicate with the Company for any purposes other than those expressly stated.
A copy of this notice, and any other information required by Section 311A of the Companies Act 2006, can be found at www.cineworldplc.com.
Alicja Kornasiewicz is currently a Managing Director and Head of CEE for Morgan Stanley & Co, International PLC. Alicja brings extensive Central and Eastern Europe financial and political experience to the Board. Previously, she has held executive management roles at UniCredit Bank throughout the region and was also Secretary of State for the Ministry of the State Treasury of the Republic of Poland, a role she held from 1997 to 2000. She was also Chairman of the Supervisory Board of Bank Pekao S.A. from 2011 to 2012.
Julie Southern currently holds Non-Executive roles (and is Chairman of the Audit Committee) at Rentokil-Initial Plc and DFS Furniture Plc. She is also a Non-Executive Director of NXP Semiconductors N.V.. Julie has decades of experience as a Chief Financial Officer and Chief Commercial Officer, driving strategy, revenue and commercial planning. She has worked across multiple industry sectors and sizes of organisation including PwC, WH Smith, Porsche Cars and Virgin Atlantic.
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