AGM Information • Mar 22, 2022
AGM Information
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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 Union (Markets in Financial Instruments) Regulations 2017 of Ireland 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 or from another appropriately authorised independent financial adviser if you are in a territory outside Ireland or the United Kingdom.
If you have sold or otherwise transferred all of your shares in Grafton Group plc, 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.
A letter from the Chair of Grafton Group plc is set out on pages 8 to 11 of this document.
A Form of Proxy for use at the meeting is enclosed. The process for appointing a proxy and/or voting at the meeting will depend on the manner in which you hold your Ordinary Shares in the Company.
For shareholders whose names appear on the register of members of the Company (i.e. those who hold ordinary shares of the Company ("Ordinary Shares") in certificated form and who therefore do not hold their interests in Ordinary Shares as Belgian law rights through the Euroclear Bank SA/NV ("Euroclear Bank") system (the "EB System") ("EB Participants") or as CREST Depositary Interests ("CDIs") through the CREST system ("CREST")), the Form of Proxy must be completed and returned to the Company's Registrars, Link Registrars Limited at P.O. Box 1110, Maynooth, Co. Kildare, Ireland if delivered by post or to Link Registrars Limited, Block C, Maynooth Business Campus, Maynooth, Co Kildare, W23 F854, Ireland if delivered by hand during normal business hours so as to be received by no later than 10:30am (Irish Time) on 26 April 2022. Alternatively, you may appoint a proxy electronically by visiting the website of the Company's Registrars at www.signalshares.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.
Further instructions on how to appoint a proxy are set out on the Form of Proxy.
Persons who hold their interests in Ordinary Shares as Belgian law rights through the EB System or as CDIs through CREST should consult with their stockbroker or other intermediary at the earliest opportunity for further information on the processes and timelines for submitting proxy votes for the AGM through the respective systems.
For the avoidance of doubt, all resolutions at the AGM will be decided on a poll at the demand of the Chair in accordance with the provisions of the Articles of Association of the Company and in line with current market practice.
In respect of CDI Holders, Euroclear UK & International Limited ("EUI"), the operator of CREST, has arranged for voting instructions relating to the CDIs held in CREST to be received via a third party service provider, Broadridge Financial Solutions Limited ("Broadridge"). Further details on this service are set out on the "All you need to know about SRD II in Euroclear UK & Ireland" webpage of the Euroclear Bank website (www.euroclear.com) which is accessible to CREST participants (see the section entitled "CREST International Service – Proxy Voting").
If you are a CDI Holder, you will be required to make use of the EUI proxy voting service facilitated by Broadridge Global Proxy Voting service in order to receive meeting announcements and send back voting instructions, as required. To facilitate client set up, if you hold CDIs and wish to participate in the Broadridge Global Proxy Voting service, you will need to complete the following steps:
Once CDI Holders have gained access to the Broadridge platform (by following the instructions set out above), they can complete and submit proxy appointments (including voting instructions) electronically. Broadridge will process and deliver any such proxy voting instructions received from CDI Holders by the Broadridge voting deadline date to Euroclear Bank by its cut-off time and to agreed market requirements. Alternatively, a CDI Holder can send a third party proxy voting instruction through the Broadridge platform in order to appoint a third party (who may be a corporate representative or the CDI Holder themselves) to attend (subject to compliance with applicable public health guidelines relating to the ongoing COVID-19 pandemic) and vote at the meeting for the number of Ordinary Shares specified in the proxy instruction (subject to the Broadridge voting deadline). There is no facility to
1 Please note that all expected times and dates referenced in this Circular are indicative only. CDI Holders should please consult with their stockbroker or other intermediary to confirm voting instruction deadlines.
offer a letter of representation/appoint a corporate representative other than through the submission of third party proxy appointment instructions through Broadridge.
Broadridge's voting deadline is expected to be two business days prior to Euroclear Bank's voting instruction deadline, as set out below, and is expected to be close of business on Friday 22 April 2022. As stated above, CDI Holders should please consult with their stockbrokers to confirm any relevant Broadridge deadlines.
CDI Holders should play close attention to any notices specifically relating to the AGM and are strongly encouraged to familiarise themselves with Broadridge's arrangements, including the voting deadlines and procedures and to take, as soon as possible, any further actions required by Broadridge before they can avail of this voting service.
The Company understands that Broadridge will use best endeavours to accept late votes, changes and cancellations from a CDI Holder after the voting deadline but there is no guarantee that these will be processed within the requisite timeframes.
Should you have any queries in relation to completing and submitting proxy appointments (including voting instructions) electronically via Broadridge, please contact your dedicated client service representative at Broadridge.
Shareholders who hold their interests in Ordinary Shares as EB Participants can submit proxy appointments (including voting instructions) electronically in the manner described in the document issued by Euroclear Bank in February 2021 and entitled "Euroclear Bank as issuer CSD for Irish corporate securities – Service description" and available on the Euroclear Bank website (www.euroclear.com) (the "Euroclear Bank Service Description"). EB Participants can either send:
2 Please note that all expected times and dates referenced in this Circular are indicative only. EB Participants should please consult with their stockbroker or other intermediary to confirm voting instruction deadlines.
Euroclear Bank's voting instruction deadline is expected to be 9:30 am (Irish Time) on 26 April 2022. Voting instructions cannot be changed or cancelled after Euroclear Bank's voting deadline.
EB Participants are strongly encouraged to familiarise themselves with the new arrangements with Euroclear Bank, including the new voting deadlines and procedures.
While we expect the AGM to proceed as planned on 28 April 2022, the health and safety of our shareholders, colleagues and advisers is a primary concern for the Company and its Board, who are closely monitoring developments relating to the COVID-19 pandemic ("COVID-19") and guidance issued by the Government of Ireland in relation to COVID-19. We will take all recommendations and applicable law into account in the conduct of the AGM.
As the conditions and recommendations of the COVID-19 situation can change rapidly, we strongly encourage shareholders to submit a proxy voting instruction in advance of the AGM to ensure they can vote and be represented at the AGM.
Shareholder participation and engagement remains important to us and we note the ongoing risk of the COVID-19 pandemic. Therefore, we are pleased to be able to provide a facility for shareholders to view and listen to the business of the meeting and raise questions during the meeting at the invitation of the Chair through the Company's webcasting platform operated by BRR Media (the "Webcasting Platform"), as described in further detail below and in the notes to the Notice of AGM. Shareholders wishing to vote at the AGM will still need to submit proxy voting instructions by the relevant deadlines before the AGM, as it will not be possible to vote at the AGM using the Webcasting Platform.
The Board is therefore strongly encouraging all shareholders to:
Proxy forms can be submitted in advance of the AGM by availing of one of the following options:
Before the AGM, a shareholder may also submit a question in writing, to be received by no later than 8:00am on 28 April 2022, by email to [email protected] or by post to the Company Secretary, Grafton Group plc, Heron House, Corrig Road, Sandyford Business Park, Dublin 18, D18 Y2X6, Ireland. All correspondence should include the 11-digit IVC number printed on the enclosed proxy form.
The Company continues to monitor the impact of COVID-19 and any relevant updates regarding the conduct of the AGM, including any changes to the arrangements outlined in this AGM Circular, will be announced via a Regulatory Information Service and will be available on the website of the Company at https://www.graftonplc.com/investors/shareholder-services/shareholder-meetings/. Shareholders should monitor the Company's website for any update announcements regarding the AGM in the event that circumstances change. Shareholders are also encouraged to keep up to date with the advice and guidance of the Government of Ireland and the Health Service Executive in relation to COVID-19.
In order to view and listen to the AGM remotely, shareholders will need to connect to the Webcasting Platform which will be made available via the home page of the Company's website www.graftonplc.com from 24 hours before the AGM start time. If you wish to raise a question verbally at the AGM, you must dial-in to the conference call number which will be accessible once you have logged in to the Webcasting Platform.
Once shareholders have accessed the Webcasting Platform, they will be asked to enter an email address, as well as their unique "Login Code" and "PIN". Your Login Code is your 11-digit IVC, including any leading zeros. Your PIN is the last 4 digits of your IVC. This will authenticate the identity of shareholders.
Your IVC can be found on the enclosed proxy form, your attendance card or your share certificate.
Signal Shares users (www.signalshares.com), operated by the Company's Registrars, will find the IVC under "Manage your account" when logged in to the Signal Shares portal. Shareholders can also obtain the IVC by contacting Link Registrars Limited on +353 1 553 0050. Lines are open from 9:00am to 5:00pm (Irish Time) Monday to Friday, excluding Irish bank holidays.
CDI Holders or EB Participants wishing to access the Webcasting Platform should arrange to have themselves appointed as their own proxy, as explained in Notes 7 and 8 of the Notice of AGM. Any CDI Holders or EB Participants who have not had themselves appointed as their own proxy, but who nevertheless wish to access the AGM via the Webcasting Platform, should contact Link Registrars Limited by email to [email protected].
If any shareholder encounters difficulties in obtaining their IVC, please contact the Company's Registrars by email to [email protected].
Access to the Webcasting Platform for the purpose of the AGM will be available via the home page of the Company's website (www.graftonplc.com) from 24 hours before the AGM start time. During the AGM, shareholders (or their proxy) must ensure that they are connected to the internet at all times in order to view and listen to the Chair and ask questions at the meeting. Therefore, it is the shareholders' (or their proxy's (as the case may be)) responsibility to ensure connection to the internet for the duration of the AGM.
There is no requirement for shareholders to give notice of their intention to log in to the AGM via the Webcasting Platform, save that persons appointed as proxy or as a corporate representative to represent a shareholder at the AGM should contact Link Registrars Limited by 10:30am (Irish Time) on Tuesday 26 April 2022 by emailing [email protected] for unique log-in credentials in order to access the AGM.
Shareholders will still need to submit their proxy form by the relevant deadline before the AGM, as it will not be possible to vote using the Webcasting Platform.
| Page | |
|---|---|
| Expected Timetable of Events | 6 |
| Agenda of Annual General Meeting | 6 |
| Letter from the Chair | 8 |
| Notice of Annual General Meeting | 13 |
| Notes to Notice of Annual General Meeting | 17 |
| Latest time for return of proxies for Annual General Meeting |
10:30am (Irish Time) on Tuesday, 26 April 2022 |
|---|---|
| Record Date for AGM | 6:00pm (Irish Time) on Sunday, 24 April 2022 |
| Annual General Meeting | 10:30am (Irish Time) on Thursday, 28 April 2022 |
(Registered in Ireland No. 8149)
Michael Roney (Chair) Heron House Gavin Slark (Chief Executive Officer) Corrig Road David Arnold (Chief Financial Officer) Sandyford Business Park Paul Hampden Smith (Non-Executive Director) Dublin 18, D18 Y2X6 Susan Murray (Non-Executive Director) Ireland Vincent Crowley (Non-Executive Director) Rosheen McGuckian (Non-Executive Director) Avis Darzins (Non-Executive Director)
22 March 2022
Dear Shareholder,
I am writing to you to explain the resolutions to be proposed 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 to be held at 10:30am (Irish Time) on Thursday 28th April 2022 at the Radisson Blu St. Helen's Hotel, Stillorgan Road, Dublin 4, which is set out on pages 13 to 16 of this document.
The following briefly explains the business to be transacted at the AGM:
Resolution 1 deals with reviewing the Company's affairs and considering the financial statements for the year ended 31 December 2021, together with the reports of the directors and statutory auditor thereon.
Resolution 2 proposes the approval and payment of a final dividend for the year ended 31 December 2021 of 22.0 pence per Ordinary Share in the capital of the Company to be paid on 5 May 2022 to the holders of Ordinary Shares on the register of members of the Company at the close of business on 8 April 2022.
Resolution 3 proposes the election/re-election of directors. The Board has agreed that all Directors will retire and seek 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 2018 UK Corporate Governance Code. As previously announced Ms. Avis Darzins was appointed as Non-Executive Director with effect from 1 February 2022 and will retire and put herself forward for election by shareholders at this AGM.
I recommend that each of the Directors going forward be re-elected at the 2022 AGM.
Resolution 4 is an advisory, non-binding resolution regarding the continuation in office of PricewaterhouseCoopers as Auditors of the Company.
Resolution 5 authorises the Directors to fix the remuneration of the Auditors.
In Resolution 6, the Board is proposing to submit the Annual Statement of the Chair of the Remuneration Committee and the Annual Report on Remuneration of the Remuneration Committee, as set out on pages 105 to 108 and 117 to 127 respectively of the 2021 Annual Report, to a non-binding advisory vote.
Resolution 7 is a special resolution which, if adopted, will maintain the existing authority in the Articles of Association which permits the Company to convene an Extraordinary General Meeting by at least 14 clear days' notice in writing where the purpose of the meeting is to consider an ordinary resolution. As a matter of policy, the 14 clear 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 8, 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 a maximum aggregate nominal value of €3,294,424 (which represents approximately 27 per cent of the nominal value of the existing issued ordinary 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 2021, 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 €599,029 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 ordinary 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.
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 per cent of the Company's issued share capital in any rolling threeyear period.
Save for the allotment of shares in respect of the Company's employee share schemes, as at the date hereof, the Board has no current intention to exercise the authority sought pursuant to Resolutions 8 and 9 (as described above). The number of treasury shares held by the Company as at the date hereof is 500,000, which is equivalent to approximately 0.21 per cent of the issued share capital of the Company (excluding treasury shares) as at the latest practicable date before the publication of this AGM Circular.
At the 2021 AGM, shareholders gave the Company and/or any of its subsidiaries authority to make stock market purchases of up to 10 per cent of the Company's own shares. Under Resolution 10 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 stock market purchases of the Company's own shares, at price levels which they consider to be in the best interests of 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. 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.
In Resolution 11, 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.
In Resolution 12, shareholders are being asked to approve an amendment to the definition of "Eligible Employee" in the Scheme to reduce the length of service required for participation in the Scheme from 18 months to six months. The Rules of the Scheme require that any change to the definition of "Eligible Employee" be authorised by an ordinary resolution of the Company in general meeting.
A Form of Proxy for use at the meeting is enclosed. The process for appointing a proxy and/or voting at the meeting will depend on the manner in which you hold your Ordinary Shares in the Company.
Further information on the conduct of the meeting (including the ability to attend the meeting virtually via the Webcasting Platform) together with the relevant voting/proxy appointment options and deadlines for the various shareholders of the Company are set out on pages 1 to 5 of this Circular and in the notes to the Notice of AGM.
All resolutions at the AGM will be decided on a poll at the demand of the Chair in accordance with the provisions of the Articles of Association of the Company and in line current market practice. The results will be published on the company's website at https://www.graftonplc.com/investors/shareholderservices/shareholder-meetings/ as soon as possible after the conclusion of the AGM.
If you have any questions, please contact Link Registrars Limited on +353 (0) 1 553 0050. Lines are open 9:00am to 5:00pm (Irish Time) Monday to Friday, excluding Irish Bank or Public Holidays.
Yours sincerely,
_______________ Michael Roney Chair
(a) (i) An employee (including a full-time director or officer holding salaried employment or office) of the Company or of a Participating Company whose remuneration is subject to income tax under Schedule E as referred to in Section 19 of the Act and who has been in continuous service within the Company or within the Participating Company for a period of not less than 6 months ending on the first working day of January in the year immediately preceding the year in which the relevant Announcement Date falls;
Notice is hereby given that the Annual General Meeting of Grafton Group plc will be held at the Radisson Blu St. Helen's Hotel, Stillorgan Road, Dublin 4, A94 V6W3, Ireland on 28 April 2022 at 10:30am (Irish Time) for the following purposes:
(1) To receive and consider the Company's Financial Statements for the year ended 31 December 2021 together with the reports of the Directors and the Auditors thereon, and to review the Company's affairs.
(2) To declare a final dividend of 22.0 pence per Ordinary Share for the year ended 31 December 2021 to be paid on 5 May 2022 to the holders of Ordinary Shares on the register of members of the Company at the close of business on 8 April 2022.
(3) By separate resolutions to elect/re-elect the following Directors who retire and, being eligible, offer themselves for election/re-election (as appropriate):
| Paul Hampden Smith | (Resolution No. 3a) |
|---|---|
| Susan Murray | (Resolution No. 3b) |
| Vincent Crowley | (Resolution No. 3c) |
| Rosheen McGuckian | (Resolution No. 3d) |
| Avis Darzins | (Resolution No. 3e) |
| David Arnold | (Resolution No. 3f) |
| Gavin Slark | (Resolution No. 3g) |
| Michael Roney |
(Resolution No. 3h) |
Biographical information on the Directors eligible for election/re-election (as appropriate) is set out on pages 88 and 89 of the 2021 Annual Report.
(4) To consider the continuation in office of PricewaterhouseCoopers as Auditors of the Company. (This is an advisory, non-binding resolution).
(5) To authorise the Directors to fix the remuneration of the Auditors for the year ending 31 December 2022.
(6) To receive and consider the Annual Statement of the Chair of the Remuneration Committee and the Annual Report on Remuneration of the Remuneration Committee (excluding the Remuneration Policy, which was approved by way of advisory vote at the AGM of the Company held on 29 April 2020) for the year ended 31 December 2021, which is set out on pages 105 to 108 and 117 to 127 of the 2021 Annual Report. (This is an advisory, nonbinding resolution.)
"That it is hereby resolved that the provision in Article 61 of the Articles of Association of the Company allowing for the convening of an Extraordinary General Meeting on 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 allot relevant securities (within the meaning of Section 1021 of the Companies Act 2014) in accordance with the powers, provisions and limitations in Article 9(b) of the Articles of Association of the Company provided that the sum of the nominal value of all allotments made pursuant to this authority shall not exceed €3,294,424, representing approximately 27 per cent of the nominal value of the issued ordinary share capital of the Company.
To the extent provided in Article 9(b) of the Articles of Association of the Company, this authority shall expire at the close of business on the earlier of the date of the Annual General Meeting in 2023 or 28 July 2023."
"That subject to the approval of Resolution 8 in the Notice of this meeting, the Directors be and are hereby authorised to allot equity securities for cash in accordance with the powers, provisions and limitations in Article 9(c)(i) and (ii) of the Articles of Association of the Company 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 while this authority remains operable shall not exceed an aggregate nominal value of €599,029 (11,980,575 Ordinary Shares) representing approximately 5% of the nominal value of the issued ordinary share capital."
To the extent provided in Article 9(c) of the Articles of Association of the Company, this authority shall expire at the close of business on the earlier of the date of the Annual General Meeting in 2023 or 28 July 2023."
"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 purchase on a securities market (within the meaning of Section 1072 of the Companies Act 2014) from time to time shares of any class in the Company up to a maximum number of shares equal to ten per cent of the Company's issued ordinary share capital at the date of the passing of this resolution and provided further that purchases of shares will be limited to a maximum price which will not exceed the higher of:
(a) an amount equal to the higher of the last independent trade in the Company's shares and the highest current independent bid for the Company's shares on the London Stock Exchange; and
(b) 5 per cent above the average of the closing prices of the shares taken from the Official List of the London Stock Exchange for the five business days before the purchase is made,
and shall be limited to a minimum price which will not be less than the par value of the shares at the time the purchase is made.
This authority shall expire at the close of business on the earlier of the date of the Annual General Meeting in 2023 or 28 July 2023 save that the Company and/or any of its subsidiaries may before such expiry make a contract of purchase which would or might be executed wholly or partly after the expiry of this authority."
"That, for the purposes of Section 1078 of the Companies Act 2014, the re-issue price range at which any treasury shares (as contemplated 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. This authority shall expire at the close of business on the earlier of the date of the Annual General Meeting in 2023 or 28 July 2023."
"That the Trust Deed governing the operation of the Grafton Group plc Employee Share Participation Scheme be amended as set out in Appendix 1 to the Chairman's letter dated 22 March 2022 that accompanies this Notice of AGM."
(Resolution No. 12)
For and on behalf of the Board Charles Rinn Company Secretary Grafton Group plc Heron House Corrig Road Sandyford Business Park Dublin 18, D18 Y2X6 Ireland
22 March 2022
Persons who hold their interests in the Ordinary Shares as Belgian law rights through the EB System or as CDIs through CREST should consult with their stockbroker or other intermediary at the earliest opportunity for further information on the processes and timelines for submitting proxies and voting instructions for the AGM through the respective systems.
For voting services offered by custodians holding Irish corporate securities directly with Euroclear Bank, please contact your custodian.
Alternatively, a member may appoint a proxy or proxies electronically by logging on to the website of the registrars, Link Registrars Limited at www.signalshares.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. Shareholders will be asked to enter their Investor Code (IVC) as printed on the top of the Form of Proxy and agree to certain conditions.
Further instructions on how to appoint a proxy are set out on the Form of Proxy.
If you are a CDI Holder, you will be required to make use of the EUI proxy voting service facilitated by Broadridge Global Proxy Voting service in order to receive meeting announcements and send back voting instructions as required. To facilitate client set up, if you hold CDIs and wish to participate in the Broadridge Global Proxy Voting service, you will need to complete the following steps:
Once CDI Holders have gained access to the Broadridge platform (by following the instructions set out above), they can complete and submit proxy appointments (including voting instructions) electronically. Broadridge will process and deliver any such proxy voting instructions received from CDI Holders by the Broadridge voting deadline date to Euroclear Bank by its cut-off time and to agreed market requirements. Alternatively, a CDI Holder can send a third party proxy voting instruction through Broadridge in order to appoint a third party (who may be a corporate representative or the CDI Holder themselves) to attend (subject to compliance with applicable public health guidelines relating to the ongoing COVID-19 pandemic) and vote at the meeting the number of shares specified in the proxy instruction (subject to the Broadridge voting deadline). There is no facility to offer a letter of representation/appoint a corporate representative other than through the submission of third party proxy appointment instructions through Broadridge.
Broadridge's voting deadline is expected to be two business days prior to Euroclear Bank's voting instruction deadline as set out below and is expected to be close of business on Friday 22 April 2022. As stated above, CDI Holders should please consult with their stockbrokers to confirm any relevant Broadridge deadlines.
CDI Holders should pay close attention to any notices specifically relating to the AGM and are strongly encouraged to familiarise themselves with the new arrangements with Broadridge, including the new voting deadlines and procedures and to take, as soon as possible, any further actions required by Broadridge before they can avail of this voting service.
The Company understands that Broadridge will use best endeavours to accept late votes, changes and cancellations from a CDI Holder after the voting deadline but there is no guarantee that these will be processed within the requisite timeframes.
Should you have any queries in relation to completing and submitting proxy appointments (including voting instructions) electronically via Broadridge, please contact your dedicated client service representative at Broadridge.
Euroclear Bank's voting instruction deadline is expected to be 9:30 am (Irish time) on Tuesday 26 April 2022. Voting instructions cannot be changed or cancelled after Euroclear Bank's voting deadline.
EB Participants are strongly encouraged to familiarise themselves with the new arrangements with Euroclear Bank, including the new voting deadlines and procedures.
[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.
The Company is pleased to be able to offer facilities for Shareholders to view, listen and ask questions at the AGM electronically in real time should they wish to do so. The details are set out below:
In order to view and listen to the AGM remotely, shareholders will need to connect to the Webcasting Platform operated by BRR Media which will be made available via the home page of the Company website www.graftonplc.com from 24 hours before the AGM start time. If you wish to raise a question verbally at the AGM, you must dial in to the conference call number which will be accessible once you have logged in to the Webcasting Platform.
Once shareholders have accessed the Webcasting Platform, they will be asked to enter an email address, as well as their unique "Login Code" and "PIN". Your Login Code is your 11-digit IVC, including any leading zeros. Your PIN is the last 4 digits of your IVC. This will authenticate the identity of shareholders.
Your IVC can be found on the enclosed proxy form, your attendance card or your share certificate.
Signal Shares users (www.signalshares.com) will find the IVC under "Manage your account" when logged in to the Signal Shares portal. Shareholders can also obtain the IVC by contacting Link Registrars Limited on +353 1 553 0050. Lines are open from 9:00am to 5:00 pm (Irish Time) Monday to Friday, excluding Irish bank holidays.
CDI Holders or EB Participants wishing to access the Webcasting Platform should arrange to have themselves appointed as their own proxy, as explained in notes 7 and 8 above. Any CDI Holders or EB Participants who have not had themselves appointed as their own proxy, but who nevertheless wish to access the AGM via the Webcasting Platform, should contact the Company's Registrars by email to [email protected].
If any shareholder encounters difficulties in obtaining their IVC, please contact the Company's Registrars by email to [email protected].
Access to the Webcasting Platform for the purpose of the AGM will be available from 24 hours before the meeting start time. During the AGM, shareholders (or their proxy) must ensure that they are connected to the internet at all times in order to view and listen to the Chair and ask questions at the meeting. Therefore, it is the shareholders' (or their proxy's) responsibility to ensure connection to the internet for the duration of the AGM.
There is no requirement for shareholders to give notice of their intention to log in to the AGM via the Webcasting Platform, save that persons appointed as proxy or as a corporate representative to represent a shareholder at the AGM should contact Link Registrars Limited by 10:30am (Irish Time) on Tuesday 26 April 2022 by emailing [email protected] for unique log-in credentials in order to access the AGM.
Shareholders will still need to submit their proxy form by the relevant deadline before the AGM, as it will not be possible to vote using the Webcasting Platform.
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