AGM Information • Mar 31, 2017
AGM Information
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If you are in any doubt as to what action to take, you should consult your stockbroker, solicitor, bank manager, accountant or other professional adviser, who, if you are taking advice in Ireland, is authorised or exempted under the Investment Intermediaries Act, 1995 or the European Communities (Markets in Financial Instruments) Regulations (Nos. 1 to 3) 2007 (as amended) or, if you are taking advice in the United Kingdom, is authorised under the Financial Services and Markets Act 2000 of the United Kingdom.
If you have sold or transferred all your ordinary shares in DCC plc, please forward this document and the Form of Proxy at once to the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
and
to be held on Friday 14 July 2017 at 11.00 a.m.
in the InterContinental Hotel,
Simmonscourt Road, Ballsbridge, Dublin 4.
14 June 2017
Dear Shareholder
The Notice of the Forty First Annual General Meeting of DCC plc to be held on Friday 14 July 2017 at 11.00 a.m. in the InterContinental Hotel, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland is set out on pages 3 to 6 of this document.
The resolutions to be proposed at the Annual General Meeting are set out in detail in the Notice and explanatory notes on the resolutions are set out below.
Resolution 1 deals with the consideration of the financial statements of the Company for the year ended 31 March 2017. A full copy of the 2017 Annual Report and Accounts is available on the Company's website www.dcc.ie.
Resolution 2 deals with the declaration of a final dividend of 74.63 pence per ordinary share for the year ended 31 March 2017. If approved, the final dividend will be paid on 20 July 2017 to shareholders on the register at the close of business on 26 May 2017. This will give a total dividend for the year of 111.80 pence per ordinary share, which represents a 15% increase on the prior year.
Resolution 3 deals with the consideration of the Remuneration Report (excluding the Remuneration Policy referred to in Resolution 4) as set out on pages 81 to 107 of the 2017 Annual Report and Accounts.
Resolution 4 deals with the consideration of the Remuneration Policy as set out on pages 85 to 93 of the 2017 Annual Report and Accounts.
In April 2017, we announced that our Chief Executive, Tommy Breen, will be retiring at the conclusion of the AGM on 14 July 2017, after thirty two years of service. We are pleased to have an excellent successor from within DCC and Donal Murphy (currently Managing Director of DCC Energy) will be appointed as Chief Executive from the same date.
In light of the change of Chief Executive, the Remuneration Committee took the opportunity to conduct a thorough review of the current Remuneration Policy to ensure it remains appropriate to support the business. They concluded that the current Policy remains fit for purpose, with the exception of the pension arrangements relating to legacy defined benefit promises and a minor technical change to the DCC plc Long Term Incentive Plan 2009 ('LTIP') to facilitate the operation of the LTIP, with particular reference to the impact of dealing restrictions on the normal award date. The background to and full details of the proposed changes are set out in the Introduction and Remuneration Policy Report sections of the Remuneration Report, on pages 81 to 93 of the 2017 Annual Report and Accounts.
It is the Company's practice to put the Remuneration Report to an advisory, non-binding shareholder vote at each Annual General Meeting. It is also the Company's practice to put the Remuneration Policy to an advisory, non-binding shareholder vote every three years or earlier if there are changes to the Policy.
As such, at this Annual General Meeting, both the Remuneration Report and the Remuneration Policy will be put to advisory, non-binding shareholder votes.
Resolution 5 deals with the proposed re-election of all of the Directors with the exception of Tommy Breen, who will retire from the Board with effect from the conclusion of the Annual General Meeting. Since 2008, it has been the Board's practice that all Directors will submit to re-election at each Annual General Meeting. This practice meets the requirement that all directors are subject to annual election by shareholders, as set out in the UK Corporate Governance Code.
The Board undertakes a formal annual evaluation of its Directors and is satisfied that all of the Directors proposed for re-election performed effectively in offering independent and constructive challenge to management and have committed sufficient time to discharge their responsibilities effectively.
Brief biographies of the Directors, including their key strengths and experience relevant to their role as Directors, are set out on page 65 of the 2017 Annual Report and Accounts.
The re-election of each Director will be considered separately.
Resolution 6 authorises the Directors to determine the remuneration of the Auditors.
Resolution 7 will be proposed as an Ordinary Resolution to authorise the Directors to allot shares up to an aggregate nominal amount of €7,422,700, representing approximately one third of the Company's issued share capital (excluding Treasury Shares) on 14 June 2017. As at close of business on 14 June 2017, the Company held 3,356,794 Treasury Shares, representing 3.8% of the Company's issued share capital (excluding Treasury Shares). The Directors have no present intention of making any new issue of shares and will exercise this authority only if they consider it to be in the best interests of shareholders generally at that time.
This authority will, if renewed, expire on the earlier of the date of the next Annual General Meeting of the Company or 13 October 2018.
Directors: John Moloney (Chairman), Tommy Breen (Chief Executive), Emma FitzGerald (British), David Jukes (British), Pam Kirby (British), Jane Lodge (British), Cormac McCarthy, Donal Murphy (Executive), Fergal O'Dwyer (Executive), Leslie Van de Walle (French). Registered Office: DCC House, Leopardstown Road, Foxrock, Dublin 18. Registered Number: 54858
Telephone +353 1 2799400 Facsimile + 353 1 2831017 www.dcc.ie
DCC plc, DCC House, Leopardstown Road, Foxrock, Dublin 18, Ireland.
Resolution 8 will be proposed as a Special Resolution to renew the Directors' authority to issue shares for cash other than strictly pro-rata to existing shareholdings. The proposed authority is limited to the allotment of shares in specific circumstances relating to rights issues or any other issues up to an aggregate nominal amount of €1,113,400, representing approximately 5% of the Company's issued share capital (excluding Treasury Shares) on 14 June 2017.
Resolution 9 will be proposed as a Special Resolution to authorise the Directors to issue additional shares for cash other than strictly pro-rata to existing shareholdings. The proposed authority is limited to:
The maximum nominal value of equity securities which could be allotted if both authorities were used would be €2,226,800 which represents approximately 10% of the Company's issued share capital (excluding Treasury Shares) on 14 June 2017. This limit includes any Treasury Shares reissued by the Company while this authority remains operable.
The figure of 10% reflects the Pre-Emption Group 2015 Statement of Principles for the disapplication of pre-emption rights (the 'Statement of Principles'). The Directors will have due regard to the Statement of Principles in relation to any exercise of this power and in particular:
The Directors will exercise these authorities only if they consider them to be in the best interests of shareholders generally at that time. These authorities will expire on the earlier of the date of the next Annual General Meeting of the Company or 13 October 2018.
Resolution 10 will be proposed as a Special Resolution to renew the authority of the Company, or any subsidiary, to make market purchases of up to 10% of the aggregate nominal value of the Company's issued share capital (excluding Treasury Shares) and to hold these shares as Treasury Shares or cancel them at the Directors' discretion. The resolution also sets out the minimum and maximum prices that may be paid for shares purchased in this manner.
If the Directors were to exercise the authority being renewed by this resolution up to the maximum number of shares allowed, the total number of options to subscribe for ordinary shares in the Company (which, on 14 June 2017, is 797,394, representing 0.9% of the issued share capital (excluding Treasury Shares)) would represent 1.0% of the issued share capital (excluding Treasury Shares). The Directors will exercise this authority only if they consider it to be in the best interests of shareholders generally at that time.
This authority will, if renewed, expire on the earlier of the date of the next Annual General Meeting of the Company or 13 January 2019.
Resolution 11 will be proposed as a Special Resolution to authorise the Company to re-issue Treasury Shares off-market at certain specified minimum and maximum prices.
This authority will, if renewed, expire on the earlier of the date of the next Annual General Meeting of the Company or 13 January 2019.
Resolution 12 will be proposed as an Ordinary Resolution to amend Rule 4.4 of the Rules of the DCC plc Long Term Incentive Plan 2009 ('LTIP').
A minor change is being proposed to the Rules of the LTIP to facilitate the operation of the LTIP, with particular reference to the impact of dealing restrictions on the normal award date.
This change is not to the advantage of existing or future participants and specifically will not lead to increased awards to any participant.
A copy of the LTIP Rules incorporating this change is available for inspection at the registered office of the Company during normal business hours and on the Company's website www.dcc.ie and will also be available at the Annual General Meeting.
Those shareholders unable to attend the Meeting may appoint a proxy. Your proxy may be submitted by post by completing the enclosed Form of Proxy and returning it to the Company's Registrar, Computershare Investor Services (Ireland) Limited, PO Box 954, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland. Your proxy may also be submitted through the internet; instructions on how to do this are set out on the Form of Proxy. CREST members who wish to appoint a proxy or proxies via the CREST electronic proxy appointment service should refer to Note 5 on page 6 of this document.
All proxy votes must be received by the Company's Registrar not less than 48 hours before the time appointed for the Meeting or any adjournment of the Meeting. The submission of a proxy will not prevent you attending and voting at the Meeting should you wish to do so.
The Directors are satisfied that the resolutions set out in the Notice of the Annual General Meeting are in the best interests of the Company and its shareholders. Accordingly, the Directors unanimously recommend you to vote in favour of each of the resolutions set out in the attached Notice, as they intend to do in respect of all the ordinary shares which they own or control in the capital of the Company.
Yours faithfully
John Moloney Chairman
Notice is hereby given that the Forty First Annual General Meeting of DCC plc will be held in the InterContinental Hotel, Simmonscourt Road, Ballsbridge, Dublin 4, Ireland on Friday 14 July 2017 at 11.00 a.m. for the following purposes:
"That, for the purposes of Section 1021 of the Companies Act 2014, the Directors of the Company be and they are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot relevant securities (as defined by Section 1021(12) of that Act) (including, without limitation, any Treasury Shares, as defined in Section 106 of that Act) up to an aggregate nominal amount of €7,422,700, representing approximately one third of the issued share capital of the Company (excluding Treasury Shares) at the date of the notice containing this resolution. This authority shall expire at the close of business on the earlier of the date of the next Annual General Meeting of the Company or 13 October 2018 but may be previously revoked or varied by the Company in General Meeting and may be renewed by the Company in General Meeting for a further period not to exceed 15 months from the date of such renewal. The Company may make an offer or agreement before the expiry of this authority which would or might require relevant securities to be allotted after this authority has expired and the Directors may allot relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired."
"That the Directors of the Company be and are hereby empowered pursuant to Sections 1022 and 1023 of the Companies Act 2014, with such power expiring at the close of business on the earlier of the date of the next Annual General Meeting of the Company or 13 October 2018, to allot equity securities (as defined in Section 1023(1) of that Act) (including, without limitation, any Treasury Shares (as defined in Section 106 of that Act)) of the Company for cash pursuant to the authority given by Resolution 7 as if Section 1022 of that Act did not apply to any such allotment, provided however that the power conferred on the Directors by this resolution shall be restricted to:
The Company, prior to the expiry of this power, may make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired."
"That the Directors of the Company be and are hereby empowered pursuant to Sections 1022 and 1023 of the Companies Act 2014, with such power expiring at the close of business on the earlier of the date of the next Annual General Meeting of the Company or 13 October 2018, to allot equity securities (as defined in Section 1023(1) of that Act) (including, without limitation, any Treasury Shares (as defined in Section 106 of that Act)) of the Company for cash pursuant to the authority given by Resolution 7 and in addition to any authority granted under Resolution 8 as if Section 1022 of that Act did not apply to any such allotment, provided that:
The Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry date and the Directors may allot equity securities in pursuance of such offer or agreement as if such power had not expired."
10.To propose and consider and, if thought fit, to approve the following as a Special Resolution:
"That the Company and/or any subsidiary (as defined by Section 7 of the Companies Act 2014) of the Company be hereby generally authorised to make market purchases (as defined by Section 1072 of that Act) of shares of any class in the Company ("Shares") on such terms and conditions and in such manner as the Directors may determine from time to time but subject to the provisions of the Companies Act 2014 and to the following restrictions and provisions:
If the means of providing the foregoing information as to dealings and prices by reference to which the maximum price is to be determined is altered or is replaced by some other means, then a maximum price shall be determined on the basis of the equivalent information published by the relevant authority in relation to dealings on the London Stock Exchange or its equivalent.
"That for the purposes of Section 1078 of the Companies Act 2014, the re-issue price range at which ordinary shares of €0.25 in the capital of the Company ("Shares") held as Treasury Shares (as defined by Section 106 of that Act) may be re-issued off-market shall be as follows:
(a) the maximum price at which a Treasury Share may be re-issued off-market shall be an amount equal to 120% of the Appropriate Price; and
(b) the minimum price at which a Treasury Share may be re-issued off-market shall be an amount equal to 95% of the Appropriate Price,
provided that if Treasury Shares (including Treasury Shares held by the Company at the date of passing of this Resolution) are being re-issued for the purposes of either the DCC plc 1998 Employee Share Option Scheme or the DCC plc Long Term Incentive Plan 2009, the re-issue price shall be the issue or subscription price provided for in such Scheme or Plan.
For the purposes of this Resolution the expression "Appropriate Price" shall mean an amount equal to the average of the five amounts resulting from determining whichever of the following ((i), (ii) or (iii) specified below) in relation to the Shares of the same class as the Treasury Share being re-issued shall be appropriate for each of the five business days immediately preceding the day on which the Treasury Share is re-issued as determined from the information published in The Daily Official List of the London Stock Exchange reporting the business done on each of those five business days:
If the means of providing the foregoing information as to dealings and prices by reference to which the Appropriate Price is to be determined is altered or is replaced by some other means, then the Appropriate Price shall be determined on the basis of the equivalent information published by the relevant authority in relation to dealings on the London Stock Exchange or its equivalent.
This resolution shall continue in effect until the close of business on the earlier of the date of the next Annual General Meeting of the Company or 13 January 2019 unless previously varied or renewed in accordance with the provisions of Section 1078 of the Companies Act 2014."
12.To propose and consider and, if thought fit, to approve the following as an Ordinary Resolution:
"To replace Rule 4.4 of the Rules of the DCC plc Long Term Incentive Plan 2009 with the following wording:
No Eligible Employee may be granted Awards in any Accounting Period over Shares whose aggregate Market Value (taking the Market Value of each Award on its Award Date), exceeds 200% of the annual rate of his basic salary at the time of the latest such Award.
If as a result of any legal or regulatory restriction or any principle of best practice (Dealing Restrictions), the Committee is unable to grant an Award during the Company's customary period for granting Awards or, if different, on the intended date for granting any particular Award (in either case the Normal Award Date), it may instead grant the relevant Award at a later date (the Later Award Date and the Deferred Award), provided that the Deferred Award shall be granted as soon as practicable after such Dealing Restrictions cease to apply. In these circumstances, compliance with this Rule 4.4 shall be assessed using the Market Value on the Later Award Date and the annual rate of the Eligible Employee's basic salary on the Normal Award Date. If the Later Award Date occurs in a subsequent Accounting Period to the Accounting Period in which the Normal Award Date would have occurred (the Normal Accounting Period), the Award shall be treated for the purposes of this Rule 4.4 as having been made in the Normal Accounting Period."
5
By order of the Board
Secretary DCC House Leopardstown Road Foxrock Dublin 18 Ireland
14 June 2017
Further information on CREST procedures and requirements is contained in the CREST Manual. The message appointing a proxy(ies) must be received by the Registrar (3RA50) not later than 11.00 a.m. on Wednesday 12 July 2017. For this purpose the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. The Company may treat as invalid a proxy instruction in the circumstances set out in Regulation 35(5) (a) of the Companies Act, 1990 (Uncertificated Securities) Regulations, 1996.
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