AGM Information • Feb 10, 2023
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Download Source Filetitle: Revised Draft (GWR) 24
author: Alison Kelso
date: 2023-02-10 14:29:00+00:00
At the Annual General Meeting of the members of the Company duly convened and held at 12 noon on Thursday, 9 February 2023 in the Live Room at Rugby Football Union, Rugby House, Twickenham Stadium, 200 Whitton Road, Twickenham, Middlesex TW2 7BA, Resolutions 1 to 19 were passed as Ordinary Resolutions, and Resolutions 20 to 23 were passed as Special Resolutions:
ORDINARY RESOLUTIONS
Annual Report and Accounts
Voting on all Resolutions was conducted by way of a poll.
By Order of the Board
................................................................
Alison Yapp
Group General Counsel and Company Secretary
10 February 2023
| 1. | To receive and adopt the Directors’ Annual Report and Accounts and the Auditor’s Report thereon for the financial year ended 30 September 2022.
| To receive and adopt the Directors’ Annual Report and Accounts and the Auditor’s Report thereon for the financial year ended 30 September 2022.
| To receive and adopt the Directors’ Annual Report and Accounts and the Auditor’s Report thereon for the financial year ended 30 September 2022.
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| --- | --- | --- | --- |
| Directors’ Remuneration Report | Directors’ Remuneration Report | Directors’ Remuneration Report | Directors’ Remuneration Report |
| 2. | To receive and adopt the Directors’ Remuneration Report contained within the Annual Report and Accounts for the financial year ended 30 September 2022.
| To receive and adopt the Directors’ Remuneration Report contained within the Annual Report and Accounts for the financial year ended 30 September 2022.
| To receive and adopt the Directors’ Remuneration Report contained within the Annual Report and Accounts for the financial year ended 30 September 2022.
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| Final Dividend | Final Dividend | Final Dividend | Final Dividend |
| 3. | To declare a final dividend of 22.1 pence per ordinary share in respect of the financial year ended 30 September 2022.
| To declare a final dividend of 22.1 pence per ordinary share in respect of the financial year ended 30 September 2022.
| To declare a final dividend of 22.1 pence per ordinary share in respect of the financial year ended 30 September 2022.
|
| Election and re-election of directors | Election and re-election of directors | Election and re-election of directors | Election and re-election of directors |
| 4. | To re-elect Ian Meakins as a director of the Company. | To re-elect Ian Meakins as a director of the Company. | To re-elect Ian Meakins as a director of the Company. |
| 5. | To re-elect Dominic Blakemore as a director of the Company. | To re-elect Dominic Blakemore as a director of the Company. | To re-elect Dominic Blakemore as a director of the Company. |
| 6. | To re-elect Palmer Brown as a director of the Company. | To re-elect Palmer Brown as a director of the Company. | To re-elect Palmer Brown as a director of the Company. |
| 7. | To re-elect Gary Green as a director of the Company. | To re-elect Gary Green as a director of the Company. | To re-elect Gary Green as a director of the Company. |
| 8. | To re-elect Carol Arrowsmith as a director of the Company. | To re-elect Carol Arrowsmith as a director of the Company. | To re-elect Carol Arrowsmith as a director of the Company. |
| 9. | To re-elect Stefan Bomhard as a director of the Company. | To re-elect Stefan Bomhard as a director of the Company. | To re-elect Stefan Bomhard as a director of the Company. |
| 10. | To re-elect John Bryant as a director of the Company. | To re-elect John Bryant as a director of the Company. | To re-elect John Bryant as a director of the Company. |
| 11. | To re-elect Arlene Isaacs-Lowe as a director of the Company. | To re-elect Arlene Isaacs-Lowe as a director of the Company. | To re-elect Arlene Isaacs-Lowe as a director of the Company. |
| 12. | To re-elect Anne-Francoise Nesmes as a director of the Company. | To re-elect Anne-Francoise Nesmes as a director of the Company. | To re-elect Anne-Francoise Nesmes as a director of the Company. |
| 13. | To re-elect Sundar Raman as a director of the Company. | To re-elect Sundar Raman as a director of the Company. | To re-elect Sundar Raman as a director of the Company. |
| 14. | To re-elect Nelson Silva as a director of the Company. | To re-elect Nelson Silva as a director of the Company. | To re-elect Nelson Silva as a director of the Company. |
| 15. | To re-elect Ireena Vittal as a director of the Company.
| To re-elect Ireena Vittal as a director of the Company.
| To re-elect Ireena Vittal as a director of the Company.
|
| External auditor’s reappointment and remuneration | External auditor’s reappointment and remuneration | External auditor’s reappointment and remuneration | External auditor’s reappointment and remuneration |
| 16. | To reappoint KPMG LLP as the Company’s auditor until the conclusion of the next Annual General Meeting of the Company. | To reappoint KPMG LLP as the Company’s auditor until the conclusion of the next Annual General Meeting of the Company. | To reappoint KPMG LLP as the Company’s auditor until the conclusion of the next Annual General Meeting of the Company. |
| 17. | To authorise the Audit Committee to agree the auditor’s remuneration.
| To authorise the Audit Committee to agree the auditor’s remuneration.
| To authorise the Audit Committee to agree the auditor’s remuneration.
|
| Political donations | Political donations | Political donations | Political donations |
| 18. | To authorise the Company and any company which is, or becomes, a subsidiary of the Company during the period to which this Resolution relates, to:
| To authorise the Company and any company which is, or becomes, a subsidiary of the Company during the period to which this Resolution relates, to:
| To authorise the Company and any company which is, or becomes, a subsidiary of the Company during the period to which this Resolution relates, to:
|
| | 18.1 | make donations to political parties or independent election candidates;
| make donations to political parties or independent election candidates;
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| | 18.2 | make donations to political organisations other than political parties; and
| make donations to political organisations other than political parties; and
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| | 18.3 | incur political expenditure, during the period commencing on the date of this Resolution and ending on the date of the Company’s next Annual General Meeting, provided that any such donations and expenditure made by the Company, or by any such subsidiary, shall not exceed £100,000 per company and, together with those made by any such subsidiary and the Company, shall not exceed in aggregate £100,000.
| incur political expenditure, during the period commencing on the date of this Resolution and ending on the date of the Company’s next Annual General Meeting, provided that any such donations and expenditure made by the Company, or by any such subsidiary, shall not exceed £100,000 per company and, together with those made by any such subsidiary and the Company, shall not exceed in aggregate £100,000.
|
| | Any terms used in this Resolution 18 which are defined in Part 14 of the Companies Act 2006 shall bear the same meaning for the purposes of this Resolution.
| Any terms used in this Resolution 18 which are defined in Part 14 of the Companies Act 2006 shall bear the same meaning for the purposes of this Resolution.
| Any terms used in this Resolution 18 which are defined in Part 14 of the Companies Act 2006 shall bear the same meaning for the purposes of this Resolution.
|
| Directors’ authority to allot shares | Directors’ authority to allot shares | Directors’ authority to allot shares | Directors’ authority to allot shares |
| 19. | | | |
| | 19.1 | To renew the power conferred on the directors by article 12 of the Company’s articles of association for a period expiring at the end of the next Annual General Meeting of the Company after the date on which this Resolution is passed or, if earlier, at close of business on 8 May 2024; and for that period the section 551 amount shall be £64,719,850.
| To renew the power conferred on the directors by article 12 of the Company’s articles of association for a period expiring at the end of the next Annual General Meeting of the Company after the date on which this Resolution is passed or, if earlier, at close of business on 8 May 2024; and for that period the section 551 amount shall be £64,719,850.
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| | 19.2 | In addition, the section 551 amount shall be increased by £64,719,850 for a period expiring at the end of the next Annual General Meeting of the Company after the date on which this Resolution is passed, provided that the directors’ power in respect of such latter amount shall only be used in connection with a rights issue:
| In addition, the section 551 amount shall be increased by £64,719,850 for a period expiring at the end of the next Annual General Meeting of the Company after the date on which this Resolution is passed, provided that the directors’ power in respect of such latter amount shall only be used in connection with a rights issue:
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| | | 19.2.1 | to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and
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| | | 19.2.2 | to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary,
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| | | and that the directors may impose any limits or restrictions and make any arrangements which they consider necessary to deal with fractional entitlements, legal or practical problems under the laws of, or the requirements of, any relevant regulatory body or stock exchange, any territory, or any matter whatsoever.
| and that the directors may impose any limits or restrictions and make any arrangements which they consider necessary to deal with fractional entitlements, legal or practical problems under the laws of, or the requirements of, any relevant regulatory body or stock exchange, any territory, or any matter whatsoever.
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| SPECIAL RESOLUTIONS
| SPECIAL RESOLUTIONS
| SPECIAL RESOLUTIONS
| SPECIAL RESOLUTIONS
|
| Disapplication of pre-emption rights | Disapplication of pre-emption rights | Disapplication of pre-emption rights | Disapplication of pre-emption rights |
| 20. | To authorise the directors, subject to the passing of Resolution 19, and in accordance with the power conferred on the directors by article 13 of the Company’s articles of association, to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that Resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:
| To authorise the directors, subject to the passing of Resolution 19, and in accordance with the power conferred on the directors by article 13 of the Company’s articles of association, to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that Resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:
| To authorise the directors, subject to the passing of Resolution 19, and in accordance with the power conferred on the directors by article 13 of the Company’s articles of association, to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that Resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:
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| | 20.1 | to allotments for rights issues and other pre-emptive issues; and
| to allotments for rights issues and other pre-emptive issues; and
|
| | 20.2 | to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph 20.1 above) up to a nominal amount of £9,708,530 being not more than 5% of the issued ordinary share capital (excluding treasury shares) of the Company as at 30 November 2022, being the last practicable date prior to the publication of this Notice,
| to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph 20.1 above) up to a nominal amount of £9,708,530 being not more than 5% of the issued ordinary share capital (excluding treasury shares) of the Company as at 30 November 2022, being the last practicable date prior to the publication of this Notice,
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| | such authority to expire at the end of the next Annual General Meeting of the Company, or, if earlier, at the close of business on 8 May 2024, but in each case, prior to the expiry 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 expires and the directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
| such authority to expire at the end of the next Annual General Meeting of the Company, or, if earlier, at the close of business on 8 May 2024, but in each case, prior to the expiry 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 expires and the directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
| such authority to expire at the end of the next Annual General Meeting of the Company, or, if earlier, at the close of business on 8 May 2024, but in each case, prior to the expiry 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 expires and the directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
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| 21. | To authorise the directors subject to the passing of Resolution 19 and in accordance with the power conferred on the directors by article 13 of the Company’s articles of association and in addition to any authority granted under Resolution 20 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that Resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:
| To authorise the directors subject to the passing of Resolution 19 and in accordance with the power conferred on the directors by article 13 of the Company’s articles of association and in addition to any authority granted under Resolution 20 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that Resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:
| To authorise the directors subject to the passing of Resolution 19 and in accordance with the power conferred on the directors by article 13 of the Company’s articles of association and in addition to any authority granted under Resolution 20 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that Resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:
|
| | 21.1 | limited to the allotment of equity shares or sale of treasury shares up to a nominal amount of £9,708,530 being not more than 5% of the issued ordinary share capital (excluding treasury shares) of the Company as at 30 November 2022, being the last practicable date prior to the publication of this Notice;
| limited to the allotment of equity shares or sale of treasury shares up to a nominal amount of £9,708,530 being not more than 5% of the issued ordinary share capital (excluding treasury shares) of the Company as at 30 November 2022, being the last practicable date prior to the publication of this Notice;
|
| | 21.2 | used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights published in 2015 by the Pre-Emption Group,
| used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights published in 2015 by the Pre-Emption Group,
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| | such authority to expire at the end of the next Annual General Meeting of the Company or, if earlier, at close of business on 8 May 2024, but in each case, prior to its expiry 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 expires and the directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
| such authority to expire at the end of the next Annual General Meeting of the Company or, if earlier, at close of business on 8 May 2024, but in each case, prior to its expiry 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 expires and the directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
| such authority to expire at the end of the next Annual General Meeting of the Company or, if earlier, at close of business on 8 May 2024, but in each case, prior to its expiry 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 expires and the directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
|
| Purchase of own shares | Purchase of own shares | Purchase of own shares | Purchase of own shares |
| 22. | To generally and unconditionally authorise the Company, pursuant to and in accordance with section 701 of the Companies Act 2006, to make market purchases (within the meaning of section 693(4) of that Act) of ordinary shares of 11 1/20 pence each in the capital of the Company subject to the following conditions:
| To generally and unconditionally authorise the Company, pursuant to and in accordance with section 701 of the Companies Act 2006, to make market purchases (within the meaning of section 693(4) of that Act) of ordinary shares of 11 1/20 pence each in the capital of the Company subject to the following conditions:
| To generally and unconditionally authorise the Company, pursuant to and in accordance with section 701 of the Companies Act 2006, to make market purchases (within the meaning of section 693(4) of that Act) of ordinary shares of 11 1/20 pence each in the capital of the Company subject to the following conditions:
|
| | 22.1 | the maximum aggregate number of ordinary shares hereby authorised to be purchased is 175,720,000;
| the maximum aggregate number of ordinary shares hereby authorised to be purchased is 175,720,000;
|
| | 22.2 | the minimum price (excluding expenses) which may be paid for each ordinary share is 11 1⁄20 pence;
| the minimum price (excluding expenses) which may be paid for each ordinary share is 11 1⁄20 pence;
|
| | 22.3 | the maximum price (excluding expenses) which may be paid for each ordinary share in respect of a share contracted to be purchased on any day, does not exceed the higher of (1) an amount equal to 105% of the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the purchase is made and (2) the higher of the price of the last independent trade and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out; and
| the maximum price (excluding expenses) which may be paid for each ordinary share in respect of a share contracted to be purchased on any day, does not exceed the higher of (1) an amount equal to 105% of the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the purchase is made and (2) the higher of the price of the last independent trade and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out; and
|
| | 22.4 | this authority shall expire, unless previously renewed, varied or revoked by the Company, at the conclusion of the next Annual General Meeting of the Company or close of business on 8 August 2024, whichever is the earlier (except in relation to the purchase of ordinary shares, the contract for which was concluded prior to the expiry of this authority and which will or may be executed wholly or partly after the expiry of this authority).
| this authority shall expire, unless previously renewed, varied or revoked by the Company, at the conclusion of the next Annual General Meeting of the Company or close of business on 8 August 2024, whichever is the earlier (except in relation to the purchase of ordinary shares, the contract for which was concluded prior to the expiry of this authority and which will or may be executed wholly or partly after the expiry of this authority).
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| Notice of meetings other than Annual General Meetings | Notice of meetings other than Annual General Meetings | Notice of meetings other than Annual General Meetings | Notice of meetings other than Annual General Meetings |
| 23. | To authorise the directors to call a general meeting of the Company, other than an Annual General Meeting, on at least 14 clear days’ notice, provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the date of the passing of this Resolution. | To authorise the directors to call a general meeting of the Company, other than an Annual General Meeting, on at least 14 clear days’ notice, provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the date of the passing of this Resolution. | To authorise the directors to call a general meeting of the Company, other than an Annual General Meeting, on at least 14 clear days’ notice, provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the date of the passing of this Resolution. |
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