AGM Information • Jun 16, 2023
AGM Information
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Thursday 20 July 2023 at 11.00 Mercure Norwich Hotel Boundary Road Norwich NR3 2BA and with facilities to attend and participate electronically
Annual Report and Financial Statements 2022-23 If you are in any doubt about the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant, or other independent financial adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000 or an appropriately authorised financial adviser if you are in a territory outside the United Kingdom. If you have sold or otherwise transferred all of your ordinary shares in International Distributions Services plc, please forward this document and any accompanying documents (except any personalised form of proxy, if applicable) to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
I am pleased to write to you with the details of the 2023 Annual General Meeting (the AGM) of International Distributions Services plc (the Company) which will be held at Mercure Norwich Hotel, Boundary Road, Norwich, NR3 2BA on Thursday 20 July 2023 at 11.00 with facilities to attend and participate electronically. The Notice of AGM (the Notice) is set out on pages 5 and 6 of this document and contains the proposed resolutions on which you are invited to vote. An explanation of each of the resolutions is set out on pages 7 to 9 and a number of specific matters to which to draw your attention have also been highlighted below.
This year we are once again holding our AGM as a hybrid meeting. This means that shareholders have the option to participate either by coming to the meeting in Norwich or by attending electronically online. The Board recognises the benefits of offering a hybrid meeting to maximise shareholder engagement for those shareholders unable to attend in person, as well as the environmental benefits that such a meeting offers in reducing the AGM's carbon footprint. Shareholders attending electronically will be able to see and hear the Directors, ask questions and vote in real time. Instructions on how to join the meeting electronically are set out on page 14 of this document.
Your vote is important to us. If you are unable to attend the AGM and you would like to vote, you can appoint a proxy to attend and vote on your behalf by:
Irrespective of whether or not you plan to attend the AGM, you are strongly encouraged to appoint the Chair of the AGM as your proxy. This is to ensure that your vote is counted if you are (or any person you might otherwise appoint is) unable to attend on the day, whether electronically or in person. Details of how to appoint a proxy are set out in the Notes to the Notice on pages 10 and 11. To be valid, your proxy appointment must be received by Equiniti by no later than 11.00 on Tuesday 18 July 2023.
If your shares are held in the International Distributions Services Nominee Share Service, you may exercise your voting rights in respect of those shares by completing and returning your form of instruction to Equiniti or by submitting your voting instructions via www.sharevote.co.uk, in either case so as to be received no later than 17.00 on Monday 17 July 2023. Further details can be found in the Notes to the Notice on page 11.
There have been several changes to the Board during the year.
In May, we announced the appointment of Ingrid Ebner as a Non-Executive Director. Ingrid's appointment will take effect from 1 July 2023 at which time she will also join the Nomination Committee. Ingrid will retire from office at the AGM and intends to stand for re-appointment by shareholders for the first time. In accordance with the Company's Articles of Association, all the other Directors will also retire from office at the AGM and each intends to stand for re-appointment.
As announced on 12 May 2023, Simon Thompson stepped down as Chief Executive Officer of Royal Mail and from the International Distributions Services plc Board on that date. We would like to thank Simon for his significant contribution to the business over more than five years' service and wish him well in the future.
We recognise that the AGM is a key forum for our shareholders to meet with Board members and be heard. Your participation is important to us. Shareholders attending the AGM on the day can ask questions during the course of the meeting. Details of how to ask questions if you choose to attend electronically can be found on page 14 of this document. Shareholders may also ask any questions on the business of the meeting in advance of the AGM by submitting them to [email protected]. We will endeavour to answer those questions at the AGM. Answers to common questions submitted in advance by email and a transcript of all questions asked and answers given during the course of the meeting will be published on our website at www.internationaldistributionsservices.com as soon as practicable following the AGM.
With 2023/24 being a policy review year, we have recommended minor changes to our Directors' Remuneration Policy, after first consulting with a number of our key shareholders and incorporating their relevant feedback into our final recommendation. We feel the new Policy provides us with the necessary tools to drive performance coupled with the interests of all our stakeholders for the next three years. We look forward with continued optimism, in terms of how our Policy can support our internal and external stakeholders in driving growth and transformational change. The details behind the Policy are set out in full in the Remuneration Committee Chair's letter (see pages 103 to 106 of the Annual Report and Financial Statements) and the Policy section of the Report (see pages 110 to 118).
As announced on 18 May 2023, the Board has decided not to pay a final dividend in respect of the 2022-23 financial year, due to the performance of Royal Mail in 2022-23, and increased investment in GLS.
Your Directors consider that all resolutions included in the Notice are in the best interests of the Company and its shareholders and unanimously recommend that you vote in favour of them, as they intend to do so in respect of their own beneficial holdings (save in respect of those resolutions in which they are interested).
I would like to take this opportunity to thank you on behalf of the Board for your continued support and look forward to seeing you at the AGM.
Yours sincerely,
Keith Williams Non-Executive Chair 16 June 2023
Non-Executive Chair on 22 May 2019 Interim Executive Chair on 15 May 2020 Non-Executive Chair on 1 February 2021
ƽ Chair of Halfords Group plc
ƽ Significant international and logistics experience. Martin spent 15 years with Deutsche Post DHL in a variety of senior logistics, parcel-related and strategic roles including CEO of the DACH region at DHL Supply Chain.
ƽ None
Maria da Cunha R E N Independent Non-Executive Director
Appointed to the Board
ƽ Panel Member of the Competition and Markets Authority
Appointed to the Board 22 May 2019
ƽ Chair of Morgan Sindall Group plc ƽ Chair of London Stock Exchange plc (a subsidiary of London Stock Exchange Group plc)
Lynne Peacock E A R N Independent Non-Executive Director
Appointed to the Board
Shashi Verma E N Independent Non-Executive Director
ƽ None
Jourik Hooghe A N Independent Non-Executive Director
Appointed to the Board 1 June 2022
Significant external appointments
ƽ None
Committee membership key A Audit and Risk
Committee Chair
Mark Amsden
Group General Counsel and Company Secretary
Appointed
ƽ None
Notice is hereby given that the 2023 Annual General Meeting of International Distributions Services plc (the Company) will be held at Mercure Norwich Hotel, Boundary Road, Norwich, NR3 2BA (and with facilities to attend and participate electronically as set out on page 14) on Thursday 20 July 2023 at 11.00 to consider and, if thought fit, pass the resolutions set out below. Resolutions 1 to 17 (inclusive) will be proposed as ordinary resolutions and resolutions 18 to 21 (inclusive) will be proposed as special resolutions.
provided that the aggregate amount of any such donations and expenditure shall not exceed £50,000 during the period beginning with the date of the passing of this resolution and ending at the conclusion of the Company's annual general meeting to be held in 2024 or at the close of business on 30 September 2024, whichever is sooner.
Any such amount may comprise sums paid or incurred in one or more currencies. Any sum paid or incurred in a currency other than Sterling shall be converted into Sterling at such rate as the Directors may decide is appropriate.
Words and expressions defined for the purpose of the Companies Act 2006 shall have the same meaning in this resolution.
and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with any treasury shares, fractional entitlements, record dates, legal, regulatory, or practical problems in, or under the laws of, any territory or any other matter.
The authority conferred on the Directors under this resolution will expire at the conclusion of the Company's annual general meeting to be held in 2024 or at the close of business on 30 September 2024, whichever is sooner (unless previously renewed, varied or revoked by the Company at a general meeting), save that the Company shall be entitled to make offers or enter into agreements before such expiry that would or might require shares to be allotted or rights to be granted after such expiry, and the Directors may allot shares or grant rights in pursuance of any such offer or agreement as if the authority conferred by this resolution had not expired.
(a) the allotment of equity securities and/or sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of Resolution 17 above, by way of a fully pre-emptive offer):
(ii) to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with any treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
This power will expire on the revocation or expiry (unless renewed) of the authority conferred on the Directors by Resolution 17, save that, before the expiry of this power, the Company may make offers or enter into agreements which would or might require securities to be allotted and/or treasury shares to be sold after such expiry, and the Directors may allot securities and/or sell treasury shares in pursuance of any such offer or agreement as if the power conferred by this resolution had not expired.
only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice.
This power will expire on the revocation or expiry (unless renewed) of the authority conferred on the Directors by Resolution 17, save that, before the expiry of this power, the Company may make offers or enter into agreements which would or might require securities to be allotted and/or treasury shares to be sold after such expiry, and the Directors may allot securities and/or sell treasury shares in pursuance of any such offer or agreement as if the power conferred by this resolution had not expired.
This authority will expire at the conclusion of the Company's annual general meeting to be held in 2024 or at the close of business on 30 September 2024, whichever is sooner (unless previously renewed, varied or revoked by the Company at a general meeting) but, during this period the Company may enter into a contract to purchase ordinary shares which would or might be completed or executed wholly or partly after the authority conferred by this resolution expires, and the Company may purchase ordinary shares pursuant to any such contract as if the authority had not expired.
By order of the Board
Registered Office: 185 Farringdon Road, London, EC1A 1AA Registered in England and Wales No. 08680755
Explanatory notes to the proposed resolutions
The Directors are required to present to the general meeting the Company's audited accounts for the financial year ended 26 March 2023, together with the Strategic Report, Directors' Report and Auditor's Report on those accounts. In accordance with best practice, the Company proposes an ordinary resolution to receive those documents which are available on the Company's website at www.internationaldistributionsservices.com/investors/ annual-reports.
Section 439 of the Companies Act 2006 requires that the Directors' Remuneration Report is put to a vote of shareholders at the AGM. Accordingly, shareholders are invited to approve the report which is set out on pages 103 to 136 of the Annual Report and Financial Statements 2022-23. For the purposes of Resolution 2, the Directors' Remuneration Report does not include the part of the report containing the Directors' Remuneration Policy which is, this year, the subject of a separate vote at Resolution 3. The vote on Resolution 2 is advisory and the Directors' entitlement to receive remuneration is not conditional on it being passed.
Section 439A of the Act requires the Directors' Remuneration Policy to be put to shareholders for a binding vote at least every three years unless there is a change in the approved policy within that three-year period. The current Directors' Remuneration Policy was last approved by shareholders at the annual general meeting held in 2020. Accordingly, Resolution 3 seeks shareholder approval of the Company's proposed new policy, which is set out on pages 110 to 118 of the Annual Report and Financial Statements 2022-23.
If approved, the new policy will take effect at the conclusion of the AGM and will replace the existing policy. Resolution 3 is subject to a binding shareholder vote and, if passed, will mean that the Company can only make payments to Directors in accordance with the approved policy, unless an amendment to that policy authorising the Company to make such payments has been approved by a separate shareholder resolution. If Resolution 3 is not passed, the Company will, if and to the extent permitted by the Act, continue to make payments to its Directors in accordance with the policy approved at the annual general meeting held in 2020.
The Company's Articles of Association require any Director who is in office on the date of the Company's notice of annual general meeting to retire at that meeting and such Director may offer himself or herself for re-appointment by the shareholders. Accordingly, in line with the Articles and best practice, all Directors as at the date of this Notice will retire from office at the AGM and each intends to stand for re-appointment.
As announced on 18 May 2023, the Board has appointed Ingrid Ebner as a Non-Executive Director with effect from 1 July 2023. The Board has agreed that Ingrid will also retire at the AGM and she intends stand for re-appointment by shareholders for the first time.
To enable shareholders to make an informed decision on their re-appointment, the biographical details of all persons standing for re-appointment are set out on pages 3 to 4 of this document.
The Directors believe that the Board continues to maintain an appropriate balance of knowledge and skills and that all the Non-Executive Directors are independent in character and judgement. This follows a Board evaluation process, through which the Board was satisfied that each Director makes an effective and valuable contribution to the Board and demonstrates commitment to the role (including making sufficient time available for Board and Committee meetings and other duties as required). The Nomination Committee, which considers the balance of the Board and the mix of skills, knowledge and experience of its members, has considered and recommended to the Board the re-appointment of all of the individuals standing for re-appointment.
The Company is required to appoint an auditor at each general meeting at which accounts are laid before shareholders, to hold office until the end of the next such meeting.
The Company's Audit and Risk Committee has recommended to the Board the re-appointment of KPMG LLP and has confirmed that such recommendation is free from influence from a third party and that no contractual terms have been imposed on the Company restricting its choice of auditor.
Accordingly, the Board proposes KPMG LLP's re-appointment as the Company's auditor.
This resolution seeks authority for the Company's Audit and Risk Committee to determine the remuneration of the auditor.
This resolution is to obtain the approval of the shareholders to make donations to political parties, political organisations and independent election candidates, and to incur political expenditure, up to a maximum aggregate amount of £50,000.
Part 14 of the Companies Act 2006 restricts companies from making political donations to political parties, other political organisations and independent election candidates and from incurring political expenditure, unless authorised by shareholders in advance.
The Company's policy is that it does not make donations to, or incur expenditure on behalf of, political parties, other political organisations or independent election candidates. However, the Companies Act 2006 defines those terms very broadly, and as a result it is possible that normal business activities (such as sponsorship, subscriptions, payment of expenses, paid leave for employees fulfilling certain public duties, and support for bodies representing the business community in policy review or reform) could be caught. Such activities, which are in shareholders' interests for the Company to conduct, are not designed to support or imply support for a particular political party, other political organisation or independent election candidate.
The Company believes that the authority proposed under this resolution is necessary to ensure it does not inadvertently commit any technical breach that could arise from the uncertainty generated by the wide definitions contained within the Companies Act 2006 when carrying out activities in the furtherance of its legitimate business interests.
The authority, if granted, will expire at the conclusion of the Company's annual general meeting to be held in 2024 or at the close of business on 30 September 2024, whichever is sooner.
The Company did not make any political donations nor incur any political expenditure during the financial year ended 26 March 2023.
The Directors currently have an authority to allot shares in the Company and to grant rights to subscribe for or convert any securities into shares in the Company. This authority is due to expire at the AGM. The Board is, therefore, seeking a new authority to enable them to allot shares and grant rights, within the limits prescribed by The Investment Association.
Paragraph (a) of this resolution seeks to authorise the Directors to allot ordinary shares and grant rights to subscribe for or convert other securities into shares up to a maximum aggregate nominal amount of £3,187,312 (representing 318,731,200 ordinary shares). This amount represented approximately one-third of the Company's issued ordinary share capital on 22 May 2023, the latest practicable date prior to the publication of this document.
Paragraph (b) of this resolution seeks to authorise the Directors to allot ordinary shares and grant rights to subscribe for or convert other securities into shares in connection with fully pre-emptive offers only (as now permitted by the revised Investment Association Guidelines) in favour of ordinary shareholders up to a maximum aggregate nominal amount of £6,374,623 (representing 637,462,300 shares) as reduced by the nominal amount of any ordinary shares issued under paragraph (a) of this resolution. This amount (before any reduction) represented approximately two-thirds of the Company's issued share capital on 22 May 2023, the latest practicable date prior to the publication of this document.
The Directors have no present intention to exercise the authority sought under this resolution, however, the Board wishes to ensure that the Company has maximum flexibility in managing the Group's capital resources.
As at 22 May 2023, the latest practicable date prior to the publication of this document, no shares were held by the Company in treasury.
The authority sought under this resolution will expire at the conclusion of the Company's annual general meeting to be held in 2024 or at the close of business on 30 September 2024, whichever is sooner.
Resolutions 18 and 19 – Disapplication of pre-emption rights Resolutions 18 and 19 are special resolutions which, if passed by shareholders, will enable the Directors to allot equity securities
(which means ordinary shares, or rights to subscribe for, or to convert securities into, ordinary shares) in the Company, and/or to sell any ordinary shares out of treasury, for cash, without first offering those equity securities or shares to existing shareholders in proportion to their existing holdings.
In November 2022, the Pre-Emption Group revised its Statement of Principles on the Disapplication of Pre-emption Rights. The revised Principles make a number of changes designed to improve capital raising processes for publicly traded companies by, among other matters, increasing the "routine" disapplication thresholds that the Group supports and introducing new supplemental disapplication thresholds.
The Principles now provide that a company may seek from its shareholders power to issue, on a non-pre-emptive basis, shares for cash in any one year representing: (i) no more than 10% (previously 5%) of the company's issued ordinary share capital for use in any circumstances; and (ii) no more than an additional 10% (previously 5%) of the company's issued ordinary share capital provided that such additional power is only used in connection with either an acquisition or specified capital investment which is announced contemporaneously with the issue, or which has taken place in the preceding 12 month period (previously 6 months) and is disclosed in the announcement of the issue.
The Principles also provide that, in both cases (i) and (ii) outlined above, a company may now seek a further power to issue, on a non-pre-emptive basis, shares for cash representing no more than 2% of the company's issued ordinary share capital for the purposes of making a "follow-on" offer (being an offer of a kind contemplated by the Principles) to certain retail investors and existing shareholders.
The Directors have carefully considered the increased and supplemental thresholds available under the revised Principles and have concluded that it is in the best interests of the Company and its shareholders to seek both its customary disapplication power and its additional disapplication power for use in connection with either an acquisition or specified capital investment, in both cases up to the higher 10% thresholds permitted. The Directors also intend to seek specific disapplication powers in connection with "follow-on" offers.
Explanatory notes to the proposed resolutions continued
Accordingly, Resolution 18 is proposed as a special resolution. If passed, it will permit the Directors to allot ordinary shares (and/or sell ordinary shares out of treasury) for cash on a non-pre-emptive basis both in connection with a rights issue or similar pre-emptive issue and, otherwise than in connection with any such issue, up to a maximum aggregate nominal amount of £956,193 (representing 95,619,300 ordinary shares). This amount represents approximately 10% of the Company's issued ordinary share capital. This will permit the Directors to allot ordinary shares (and/or sell ordinary shares out of treasury) for cash on a non-pre-emptive basis, up to the specified level, in any circumstances. The resolution will, this year, also permit the Directors to allot ordinary shares (and/or sell ordinary shares out of treasury) for cash on a non-pre-emptive basis up to a maximum aggregate nominal amount equal 2% of the Company's issued ordinary share capital specifically for the purposes of making "follow-on" offers as contemplated by the Principles.
Resolution 19 is proposed as a separate special resolution in line with best practice. If passed, it will this year afford the Directors an additional power to allot ordinary shares (and/or sell ordinary shares out of treasury) for cash on a non-pre-emptive basis up to a further maximum aggregate nominal amount of £956,193 (representing 95,619,300 ordinary shares). This amount also represents approximately 10% of the Company's issued ordinary share capital. The Directors shall use the power conferred by this resolution only in connection with either an acquisition or a specified capital investment which is announced contemporaneously with the issue, or which has taken place in the preceding 12-month period and is disclosed in the announcement of the issue. This resolution will also, this year, permit the Directors to allot ordinary shares (and/or sell ordinary shares out of treasury) for cash on a non-pre-emptive basis up to a maximum aggregate nominal amount equal 2% of the Company's issued ordinary share capital specifically for the purposes of making "follow-on" offers as contemplated by the Principles.
The Directors have no present intention to exercise the powers sought under these resolutions, however, the Board wishes to ensure that the Company continues to have maximum flexibility in managing the Group's capital resources. The Directors confirm that, in exercising these powers, they will follow the shareholder protections and features set out in Part 2B of the Pre-Emption Group's revised Statement of Principles.
For the purposes of this explanatory note, the reference to the Company's issued ordinary share capital is to the issued ordinary share capital as at 22 May 2023, being the latest practicable date prior to the publication of this document.
The Companies Act 2006 permits a company to purchase its own shares provided that the purchase has been authorised by the Company's shareholders at a general meeting.
This special resolution seeks to renew the Company's authority to purchase up to 95,619,300 ordinary shares, which was equivalent to approximately 10% of the Company's issued ordinary share capital as at 22 May 2023, the latest practicable date prior to the publication of this document. The Company's exercise of this authority is subject to the upper and lower limits on the price payable as set out in the resolution.
The Directors have no present intention of making own share purchases, but this authority would provide them with the flexibility to do so in the future if it would be in the best interests of the shareholders generally and could be expected to result in an increase in the earnings per share of the Company.
Shares purchased under this authority would be by means of a market purchase through the London Stock Exchange and may either be cancelled or held in treasury, depending on which course of action is considered by the Directors to be in the best interests of the shareholders at that time. Any treasury shares can in the future be cancelled, sold for cash or used to provide shares for the Company's employee share schemes. As at 22 May 2023, the last practicable date prior to the publication of this document, the Company did not hold any ordinary shares in treasury. As at the same date, the Company did not have any outstanding options to subscribe for shares.
Under the Companies Act 2006, listed companies are required to call general meetings (other than an annual general meeting) on at least 21 clear days' notice unless the company:
(a) has obtained shareholder approval for the holding of general meetings on not less than 14 clear days' notice by passing an appropriate resolution at its most recent annual general meeting; and
(b) offers the facility for all shareholders to vote by electronic means.
This special resolution seeks a renewal of the authority granted at the annual general meeting held in 2022 to be able to call general meetings (other than annual general meetings) on not less than 14 clear days' notice.
The shorter notice period would not be used as a matter of routine for general meetings, but only where the flexibility is merited by time-sensitive matters and is thought to be to the advantage to shareholders as a whole.
The authority sought under this resolution will expire at the conclusion of the Company's annual general meeting to be held in 2024, when it is intended that a similar resolution will be proposed.
To be entitled to attend and vote at the AGM (and for the purposes of determining the number of votes shareholders may cast), shareholders must be entered on the Company's Register of Members by 18.30 on Tuesday 18 July 2023 or, if the AGM is adjourned, by 18.30 on the date which is two business days prior to the adjourned meeting. Changes to entries on the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
The AGM will be held as a physical meeting at Mercure Norwich Hotel, Boundary Road, Norwich, NR3 2BA. The Board has also made arrangements to enable all shareholders to attend and participate in the AGM electronically. Instructions on how to attend and participate electronically are set out on page 14 of this document.
A shareholder entitled to attend and vote at the AGM may appoint one or more proxies to exercise all or any of his/her rights to attend, speak and vote at the AGM instead of him/her, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. Shareholders are strongly encouraged to appoint the Chair of the AGM as their proxy. This is to ensure that the shareholder's vote is counted if the shareholder (or any other proxy the shareholder might otherwise appoint) is unable for any reason to attend on the day, whether electronically or in person. The appointment of a proxy will not prevent a shareholder from subsequently attending, voting and speaking at the AGM either electronically or in person. In such a case, any votes of the proxy will be superseded. Details of how to appoint a proxy are set out below.
A shareholder may appoint a proxy and give voting instructions using the enclosed proxy form. To be valid, a completed proxy form (together with a certified copy of any power of attorney or other authority under which it is executed) must be delivered by post or by hand (during normal business hours only) so as to be received by Equiniti at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA by no later than 11.00 on Tuesday 18 July 2023.
A shareholder may appoint a proxy online by following the instructions for the electronic appointment of a proxy at www.sharevote.co.uk. Shareholders will need their Voting ID, Task ID and Shareholder Reference Number, printed on the face of the proxy form provided, to register. If shareholders have already registered with Equiniti's online portfolio service, they may appoint a proxy by logging on to their portfolio at www.shareview.co.uk and following the instructions provided.
To be a valid proxy appointment, the shareholder's electronic message confirming the details of the appointment, completed in accordance with those instructions, must be transmitted so as to be received by no later than 11.00 on Tuesday 18 July 2023.
Shareholders who hold their shares in uncertificated form may also use the "CREST voting service" to appoint a proxy electronically, as explained in notes 5 to 8 below.
Institutional shareholders may also be able to appoint a proxy electronically via the Proxymity platform. Proxymity is a process which has been agreed by the Company and approved by the Registrar.
Further information regarding Proxymity can be found online at www.proxymity.io. To be valid, the shareholder's proxy appointment must be received by no later than 11.00 on Tuesday 18 July 2023. Shareholders will need to have agreed to Proxymity's associated terms and conditions before appointing a proxy via this process. It is important that a shareholder wishing to use the Proxymity platform reads these carefully as the shareholder will be bound by them and they will govern the electronic appointment of the shareholder's proxy.
A certified copy of any power of attorney or other authority under which any electronic proxy appointment is made must be received at the relevant address specified in these notes for receipt of such electronic proxy appointment (or at such other address as the Company may specify) by the latest time indicated for receipt of such electronic proxy appointment.
If you complete and return a paper proxy form and submit a proxy appointment electronically, in respect of the same shares, the proxy appointment received last by the Registrar before 11.00 on Tuesday 18 July 2023 will take precedence. Electronic communication facilities are available to all shareholders and those that use them will not be disadvantaged.
In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's Register of Members in respect of the joint holding (the first-named being the most senior).
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment thereof by using the procedures described in the CREST manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider, should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.
For a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST proxy instruction) must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instruction, as described in the CREST manual (available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by Equiniti (ID RA19) by no later than 11.00 on Tuesday 18 July 2023. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which Equiniti is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST proxy instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular to those sections of the CREST manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST proxy instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
To change your proxy instruction simply submit a new proxy appointment using the methods set out above. Where two or more valid separate appointments of proxy are received in respect of the same share and for the same meeting, the proxy appointment received last by the Registrar before 11.00 on Tuesday 18 July 2023 will take precedence.
If your shares are held in the International Distributions Services Nominee Share Service, you may give instructions to the registered holder, Equiniti Corporate Nominees Limited, as to the exercise of voting rights by completing and returning your form of instruction to Equiniti, Aspect House, Spencer Road, Lancing, BN99 6DA, or by submitting your voting instructions via www.sharevote.co.uk, in either case so as to be received no later than 17.00 on Monday 17 July 2023. To give voting instructions via www.sharevote.co.uk, you will need your Voting ID, Task ID and Shareholder Reference Number, printed on the face of the form of instruction provided, to register. If you have already registered with Equiniti's online portfolio service, you may submit your voting instructions by logging on to your portfolio at www.shareview.co.uk and following the instructions provided.
A corporate shareholder may authorise a person to act as its representative(s) at the AGM. In accordance with the provisions of the Companies Act 2006, each such representative may exercise, on behalf of the corporation, the same powers as the corporation could exercise if it were an individual shareholder provided that he/she does not do so in relation to the same shares.
Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a Nominated Person) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
The rights relating to proxy appointments in notes 3 to 9 above do not apply directly to Nominated Persons. Nominated Persons should contact the registered holder of the shares and not the Company on matters relating to their shares.
24071_IDS_NoM_2022_2023_230531.indd 11 09/06/2023 16:18
Shareholders, their appointed proxies and authorised corporate representatives have the right to ask questions at the AGM relating to the business of the meeting which, in accordance with section 319A of the Companies Act 2006 and subject to some exceptions, the Company must cause to be answered. Shareholders in attendance can ask questions during the course of the meeting. Shareholders attending the AGM electronically may ask questions by following the instructions set out on page 14. Shareholders may also ask any questions on the business of the meeting in advance of the AGM by submitting them to [email protected]. We will endeavour to answer those questions at the AGM. If multiple questions on the same topic are received in advance of the AGM, the Chair may choose to provide a single answer to address queries on the same topic.
Under section 527 of the Companies Act 2006, shareholders meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM for the relevant financial year includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.
Copies of the following documents will be available for inspection at the AGM venue and on the Lumi platform on the day of the AGM (for 15 minutes before the commencement of the meeting until its close) and at 185 Farringdon Road, London, EC1A 1AA at an agreed time (please ring 020 7449 8001 during normal business hours on any weekday, excluding Saturdays, Sundays and public holidays in England & Wales):
(a) Copies of the Executive Directors' service contracts; and
(b) Copies of the Non-Executive Directors' letters of appointment.
As at 22 May 2023, the latest practicable date prior to the publication of this document, the Company's issued share capital consisted of 956,193,475 ordinary shares of £0.01 each, carrying one vote each. Therefore, the total voting rights in the Company as at 22 May 2023 were 956,193,475.
Shareholders may not use any electronic address in this document or any related documents (including the Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.
A copy of this Notice, and other information required by section 311A of the Companies Act 2006, can be found at www.internationaldistributionsservices/investors/annualgeneral-meetings.
All proposed resolutions will be put to a vote on a poll. On a poll, each shareholder present or represented (in person or electronically) has one vote for every share held.
The results of the voting will be announced through a Regulatory Information Service and will be published on our website www. internationaldistributionsservices.com as soon as practicable following the AGM.
Please plan to arrive by 10.30 to allow enough time for registration and security clearance. Please bring your attendance card with you, or, if you are registered for electronic communications, a form of ID. The attendance card is either attached to your proxy form or form of instruction. You may also find it helpful to bring the Notice with you so that you can refer to it at the AGM.
Behaviour or conduct that may interfere with another person's safety or security, or the good order of the AGM will not be permitted and you may be removed from the meeting.
Mercure Norwich Hotel is easily accessible by wheelchair users and has lift access inside.
Anyone accompanying a shareholder in need of assistance will be admitted to the meeting. Other guests will only be admitted at the discretion of the Company.
For further information on the facilities at the venue, please call Mercure Norwich Hotel direct on 01603 294330 or visit www.mercurenorwich.co.uk.
Security, health and safety measures will be in place to ensure your safety at the AGM venue.
Please note that bag searches will be in operation and any items deemed inappropriate will be removed and stored until the end of the event. Flash photography and recording are not allowed. We would also be grateful if you could switch off your mobile phone before the start of the meeting.
Mercure Norwich Hotel, Boundary Road, Norwich, NR3 2BA
| Timings | |
|---|---|
| Date: | Thursday 20 July 2023 |
| 10.00 | Doors open, registration begins in reception, and the question desk opens. |
| Shareholders attending electronically can access the Lumi platform. |
|
| 10.30 | Doors to the City Suite open. Hosts will direct you to your seats. |
| 11.00 | AGM begins. |
| 12.30 | (approximately) AGM closes. The results of the poll will be released to the London Stock Exchange once collated. |
The nearest airport is Norwich Airport.
By car, the airport is approximately 2 miles from the hotel. The drive is 10 minutes, depending on traffic.
Norwich Train Station is the nearest train station. It is easily accessible from other points in the UK by Greater Anglia and East Midlands Railway.
Buses run from the city centre every 20 mins from Tombland Road (Stop CM).
The hotel offers secure car parking for up to 250 cars, on a first-come, first-served basis.
Shareholders are invited to attend and participate in the AGM electronically, should they wish to do so. This can be done by following the instructions set out below.
Visit https://web.lumiagm.com/197-920-748 on your computer, tablet or smartphone using the latest version of Chrome, Safari, Edge or Firefox. You will then be required to enter the Meeting ID, which is 197-920-748, and your:
– Shareholder Reference Number (SRN), which can be found printed on your form of proxy or form of instruction – PIN (the first two and last two digits of your SRN)
Access to the AGM website will be available from 10.00 on Thursday 20 July 2023; however, please note that your ability to vote will not be enabled until the Chair formally declares the voting open.
An active internet connection is required at all times to participate in the meeting.
If you experience any difficulties, please contact Equiniti by emailing [email protected], stating your full name and postcode.
The Chair will explain the voting procedure. Voting will be enabled on all resolutions on the Chair's instruction. This means shareholders may, at any time while the poll is open, vote electronically on any or all the resolutions in the Notice; resolutions will not be put forward separately.
Once the Chair has formally opened voting, the list of resolutions will automatically appear on your screen with all voting options available. Select the option that corresponds with how you wish to vote: 'For', 'Against' or 'Withheld'. Once you have selected your vote, the option will change colour and a confirmation message will appear to indicate your vote has been cast and received; there is no submit button.
To vote on all resolutions displayed, select the 'vote all' option at the top of the screen.
To change your vote, simply reselect your choice. To cancel your vote, select the 'cancel' button. You will be able to do this at any time before the Chair announces the closure of the poll at the end of the AGM.
Once logged in, you will see the home page which contains instructions for using the platform.
At the commencement of the AGM, the live broadcast will be available on the right-hand side of your device. Click 'play' and ensure your device is unmuted and the volume is turned up.
The AGM will be broadcast with presentation slides which will progress automatically.
Written questions can be submitted by selecting the messaging icon from the navigation bar and typing your question into the 'Ask a question' box. Click the arrow icon to submit the question.
Copies of questions you have submitted can be viewed by selecting 'My Messages'.
If you would like to ask your question verbally, press the 'Request to speak' button at the bottom of the broadcast window. If you are watching the broadcast in full screen mode, this button is found at the top of the window.
Follow the on-screen instructions to join the queue.
Meeting documentation can be found within the documents table in the navigation bar. Documents can be read within the platform or downloaded to your device in PDF format.
If you plan to participate in the AGM as a proxy or corporate representative, please contact Equiniti by emailing [email protected] before 11.00 on Wednesday 19 July 2023.
Your unique SRN and PIN, which is required to access the AGM, will be provided once a valid proxy appointment or letter of representation has been received.
The mailbox is monitored 9.00 to 17.00 Monday to Friday (excluding public holidays in England & Wales).
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