AGM Information • Apr 7, 2016
AGM Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt about the action you should take, you are recommended to immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional financial adviser who, if you are taking advice in Ireland, is authorised or exempted pursuant to the European Communities (Markets in Financial Instruments) Regulations (Nos. 1 to 3) 2007 of Ireland (as amended) or the Investment Intermediaries Act, 1995 of Ireland (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 otherwise transferred all your Grafton Units, please send this document and the accompanying Form of Proxy at once 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.
Notice of 2016 Annual General Meeting
A letter from the Chairman of Grafton Group plc is set out on pages 3 to 5 of this document.
Your attention is drawn to the Notice of the Annual General Meeting to be held at 10.30am on 10 May 2016 at the IMI Conference Centre, Sandyford Road, Dublin 16, Ireland, which is set out on pages 6 to 8 of this document.
A Form of Proxy for use at the meeting is enclosed and, if you wish to appoint a proxy, the Form of Proxy should be returned to the Company's Registrars, Capita Asset Services, Shareholder solutions (Ireland) at P.O. Box 7117, Dublin 2, Ireland (if delivered by post) or at 2 Grand Canal Square, Dublin 2 (if delivered by hand) so as to be received no later than 10.30am on 8 May 2016. Alternatively, you may appoint a proxy electronically by visiting the website of the Company's Registrars at www.capitashareportal.com and entering the Company name, Grafton Group plc. You will need to register for the Share Portal by clicking on "registration section" (if you have not registered previously) and following the instructions. You will need your Investor Code (IVC) to submit your appointment.
| Expected Timetable of Events | 2 |
|---|---|
| Agenda of Annual General Meeting | 2 |
| Letter from the Chairman | 3 |
| Notice of Annual General Meeting | 6 |
| Notes to Notice of Annual General Meeting | 9 |
Latest time for return of proxies for Annual General Meeting 10.30am on Sunday, 8 May 2016
Page
Annual General Meeting 10.30am on Tuesday, 10 May 2016
___________________________________________________________________________
(Registered in Ireland No. 8149)
Michael Chadwick (Chairman) Heron House Gavin Slark (Chief Executive Officer) Corrig Road David Arnold (Chief Financial Officer) Sandyford Industrial Estate Roderick Ryan (Senior Independent Director) Dublin 18 Charles M. Fisher (Non-Executive Director) Frank van Zanten (Non-Executive Director) Paul Hampden Smith (Non-Executive Director)
31 March 2016
I am writing to you to explain the resolutions to be proposed as special business at the forthcoming Annual General Meeting (the "AGM"), all of which the Board is recommending for your approval.
Your attention is drawn to the notice of the AGM which will be held at the IMI Conference Centre, Sandyford Road, Dublin 16, Ireland at 10.30am on 10 May 2016, which is set out on pages 6 to 8 of this document.
The Board has agreed that all Directors will retire and seek election/re-election at the forthcoming AGM. This is not required legally or by the Company's Articles of Association but is in line with best practice and the provisions of the 2014 UK Corporate Governance Code. A formal externally-facilitated evaluation of the performance of all Directors was conducted which confirmed that each of the Directors continues to perform effectively and to demonstrate a strong commitment to the role. I recommend that each of the Directors going forward be elected/re-elected at the 2016 AGM.
In Resolution 4, although not required under the Irish Companies Act, the Board is proposing to submit the Chairman's Annual Statement and the Annual Report on Remuneration of the Remuneration Committee, as set out on pages 59, 60 and 69 to 78 of the 2015 Annual Report, to a non-binding advisory vote at the 2016 AGM.
Resolution No. 5 is a special resolution. If adopted, Resolution No. 5 will maintain the existing authority in the Articles of Association which permits the Company to convene an Extraordinary General Meeting on 14 days' notice in writing where the purpose of the meeting is to consider an ordinary resolution. As a matter of policy, the 14 days' notice will only be utilised where the Directors believe that it is merited by the business of the meeting and is to the advantage of shareholders as a whole.
In addition to the ordinary business to be transacted at the AGM, there are various items of special business which are described further below.
In Resolution 6, shareholders are being asked to renew the Directors' authority to allot and issue shares. If adopted, this authority will authorise the Directors to issue shares up to the authorised but unissued share capital of the Company up to an aggregate nominal amount of €3,219,250. This is equal to approximately 27 per cent of the nominal value of the existing issued share capital of the Company as at the date of the Notice of the AGM. The authority under this resolution will expire at next year's AGM or 15 months after the forthcoming AGM, whichever is the earlier.
At the AGM held in 2015, shareholders gave the Directors power to allot shares for cash otherwise than in accordance with statutory pre-emption rights. That power will expire at the close of business on the date of the forthcoming AGM.
The Directors will, at the forthcoming AGM, seek power to allot shares for cash, otherwise than in accordance with statutory pre-emption rights, by way of rights issue up to the amount of the unissued share capital of the Company, or otherwise up to an aggregate nominal value of approximately €589,582 on the basis that this limit shall apply to all allotments for cash and any treasury shares that may be reissued for cash. This limit is equivalent to approximately 5 per cent of the nominal value of the issued share capital of the Company. The power under this Resolution will expire (under the Articles of Association of the Company) at next year's AGM or 15 months after the forthcoming AGM, whichever is the earlier. The Board has no present intention of making such an issue of shares.
At the 2015 AGM, shareholders gave the Company and/or any of its subsidiaries authority to make market purchases of up to 10 per cent of the Company's own shares. Under Resolution 8 shareholders are being asked to renew this authority.
The Directors monitor the Company's share price and may from time to time exercise this power to make market purchases of the Company's own shares, at price levels which they consider to be in the best interests of the shareholders generally, after taking account of the Company's overall financial position. The minimum price which may be paid for any market purchase of the Company's own shares will be the nominal value of the shares and the maximum price which may be paid will be 105 per cent of the then average market price of the shares.
In Resolution 9, shareholders are being asked to sanction the price range at which any treasury share (that is a share of the Company redeemed or purchased and held by the Company rather than being cancelled) may be re-issued other than on the Stock Exchange. The maximum and minimum prices at which such a share may be re-issued are 120 per cent and 95 per cent, respectively of the average market price of a share calculated over the five business days immediately preceding the date of such re-issue.
A Form of Proxy for use at the AGM is enclosed. To be valid, the Form of Proxy must be completed and returned to the Company's Registrars, Capita Asset Services, Shareholder solutions (Ireland) at P.O. Box 7117, Dublin 2, Ireland (if delivered by post) or at 2 Grand Canal Square, Dublin 2 (if delivered by hand) no later than 10.30am on 8 May 2016. Alternatively, you may appoint a proxy electronically, by visiting the website of the Company's Registrars at www.capitashareportal.com and entering the Company name, Grafton Group plc. You will need to register for the Share Portal by clicking on "registration section" (if you have not registered previously) and following the instructions. You will need your Investor Code (IVC), which can be found at the top of your proxy form. The completion and lodging of a Form of Proxy will not prevent you from attending and voting in person at the meeting should you so wish.
Your Board considers that the proposals set out above are in the best interests of shareholders as a whole and, accordingly, your Board recommends that you vote in favour of the resolutions at the AGM.
Yours sincerely,
Michael Chadwick Chairman
Notice is hereby given that the Annual General Meeting of Grafton Group plc will be held at the IMI Conference Centre, Sandyford Road, Dublin 16, Ireland on 10 May, 2016 at 10.30am for the following purposes:
(1) To receive and consider the Company's Financial Statements for the year ended 31 December 2015 together with the reports of the Directors and the auditors thereon, and to review the Company's affairs.
(2) By separate resolutions, to elect/re-elect the following Directors who retire and, being eligible, offer themselves for election/re-election:
| Michael Chadwick | (Resolution No. 2a) |
|---|---|
| Charles M. Fisher | (Resolution No. 2b) |
| Roderick Ryan | (Resolution No. 2c) |
| Frank van Zanten | (Resolution No. 2d) |
| Paul Hampden Smith | (Resolution No. 2e) |
| Michael Roney | (Resolution No. 2f) |
| David Arnold | (Resolution No. 2g) |
| Gavin Slark | (Resolution No. 2h) |
Biographical information on Michael Roney is set out in Note 12 at the foot of this Notice. Biographical information on the other Directors eligible for election/re-election is set out on pages 42 and 43 of the 2015 Annual Report.
(3) To authorise the Directors to fix the remuneration of the auditors for the year ending 31 December 2016.
(4) To receive and consider the Chairman's Annual Statement and the Annual Report on Remuneration of the Remuneration Committee for the year ended 31 December 2015 set out on pages 59, 60 and 69 to 78 of the 2015 Annual Report. (This is an advisory, non-binding resolution.)
"That it is hereby resolved that the provision in Article 58 allowing for the convening of an Extraordinary General Meeting by at least fourteen Clear Days' notice (where such meetings are not convened for the passing of a special resolution) shall continue to be effective."
"That the Directors of the Company be and are hereby generally and unconditionally authorised to exercise all the powers of the Company for the purposes of Section 1021 of the Companies Act 2014 to allot relevant securities (within the meaning of Section 1021 of the Companies Act 2014), up to an aggregate nominal amount of €3,219,250, representing approximately 27% of the nominal value of the issued share capital of the Company provided that this authority shall expire at the close of business on the date of the next Annual General Meeting of the Company after the passing of this resolution, or the date 15 months after the date of the passing of this resolution, whichever is the earlier, save that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired."
"That in accordance with the powers, provisions and limitations of Article 9 (c) of the Articles of Association of the Company, the Directors be and they are hereby empowered to allot equity securities for cash provided that the sum of the nominal value of all allotments made pursuant to this authority in accordance with sub-paragraph (ii) of Article 9 (c) and all treasury shares (as defined in Section 106 of the Companies Act 2014) re-issued pursuant to Resolution 9 in the Notice of this meeting shall not exceed an aggregate nominal value of approximately €589,582 (11,791,640 Ordinary Shares) representing 5% of the nominal value of the issued ordinary share capital, provided however that the authority hereby conferred shall expire at the close of business on the date of the next Annual General Meeting of the Company after the passing of this resolution, or the date 15 months after the date of the passing of this resolution, whichever is the earlier, save 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, and the Directors may allot equity securities in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired."
"That, the Company and/or any of its subsidiaries (as defined by section 7 of the Companies Act 2014) be and are hereby generally authorised to make market purchases (within the meaning of Section 1072 of the Companies Act 2014) from time to time of shares of any class in the Company up to a maximum number of shares equal to ten per cent of the Company's issued share capital at the date of the passing of this resolution, provided that this authority shall expire at the close of business on the date of the next Annual General Meeting of the Company after the passing of this resolution, or the date 15 months after the date of the passing of this resolution, whichever comes first, save that the Company and/or any of its subsidiaries as aforesaid may before such expiry make a contract of purchase which would or might be executed wholly or partly after the expiry of this authority, so, however, that purchases of shares will be limited to a maximum price which will not exceed the higher of:
and to a minimum price which will not be less than the par value of the shares at the time the purchase is made."
(Resolution No. 8)
"That, for the purposes of Section 1078 of the Companies Act 2014, the re-issue price range at which any treasury shares (as defined by the said Section 1078) for the time being held by the Company may be re-issued off-market shall be as follows:
For the purposes of this resolution the expression "Appropriate Price" shall mean the average of five amounts resulting from determining whichever of the following {(i), (ii) or (iii) specified below} in relation to shares of the class of which such treasury shares is to be re-issued shall be appropriate in respect of each of the five business days immediately preceding the day on which the treasury share is re-issued, as determined from information published in the Official List of the London Stock Exchange reporting the business done on each of these five business days:-
and if there shall be only a bid (but not an offer) or an offer (but not a bid) price reported, or if there shall not be any bid or offer price reported, for any particular day then that day shall not count as one of the said five business days for the purposes of determining the Appropriate Price. 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. The authority hereby conferred shall expire at the close of business on the day of the next Annual General Meeting of the Company or the date 15 months after the date of the passing of this resolution, whichever is the earlier, unless previously varied or renewed in accordance with the provisions of Section 1078 of the Companies Act 2014."
(Resolution No. 9)
Charles Rinn Company Secretary Grafton Group plc Heron House Corrig Road Sandyford Industrial Estate Dublin 18
31 March 2016
In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other registered holder(s) and, for this purpose, seniority will be determined by the order in which the names stand in the register of members.
[email protected] no later than 42 days before the AGM meeting. An item cannot be included in the AGM agenda unless it is accompanied by the written explanation and received at either of these addresses by this deadline.
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