AGM Information • Jun 28, 2022
AGM Information
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If you have sold or transferred all of your ordinary shares in JD Sports Fashion Plc, please send this document and any other documents that accompany it as soon as possible 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. If you have sold or otherwise transferred only part of your holding, you should retain this document and its enclosures.
(incorporated in England and Wales under company number 01888425)
Notice of the 2022 Annual General Meeting of JD Sports Fashion Plc, to be held at the offices of Addleshaw Goddard LLP, One St. Peter's Square, Manchester, M2 3DE on Friday 22 July 2022 at 9.00am, is set out on pages 4 and 5 of this document.
Whether or not you propose to attend the meeting, please complete and submit a proxy appointment in accordance with the notes to the Notice of the Annual General Meeting set out on pages 6 and 7. To be valid, your proxy appointment must be received at the address for delivery specified in the notes by no later than 9.00am on Wednesday 20 July 2022.
Letter from the Interim Non-Executive Chair of JD Sports Fashion Plc to the holders of ordinary shares in JD Sports Fashion Plc (registered in England and Wales with number 01888425)
Directors:
Neil James Greenhalgh (Chief Financial Officer) Kathryn Louise Smith (Independent Non-Executive Director and Interim CEO) Hubertus Georg Hoyt (Independent Non-Executive Director) Helen Ashton (Independent Non-Executive Director and Interim Non-Executive Chair) Mahbobeh Sabetnia (Independent Non-Executive Director) Suzi Williams (Independent Non-Executive Director) Andrew Michael Long (Non-Executive Director)
Dear Shareholder 28 June 2022
I am pleased to be writing to you with details of the 2022 Annual General Meeting (the 'AGM') of JD Sports Fashion Plc (the 'Company'), which we will be holding at the offices of Addleshaw Goddard LLP, One St. Peter's Square, Manchester, M2 3DE on Friday 22 July 2022 at 9.00am.
The formal notice of AGM (the 'Notice') is set out on pages 4 and 5 of this document and contains the proposed resolutions on which you are invited to vote. Explanatory notes to the business to be considered are set out in the Appendix to this document.
Following the removal of all remaining coronavirus restrictions earlier this year, we can now look forward to welcoming you in person to the AGM. However, as we all adapt to living with COVID-19, the board recognises the need to remain vigilant. We will, therefore, continue to take steps to protect those wishing to attend the AGM in person, and to prevent the spread of the virus. Shareholders are reminded that neither they nor their appointed proxies or representatives should attend the AGM if they have tested positive for COVID-19, or are experiencing any of its main symptoms.
The board will continue to monitor the course of the pandemic and the latest government guidance over the coming weeks to ensure that we are able to adapt our arrangements efficiently to respond to any change in circumstances should it be necessary to do so. We would, therefore, ask shareholders to monitor the Company's website and regulatory news for any AGM updates.
Please bring the attendance card that is attached to the proxy form and a form of ID (e.g. bank card, drivers licence or passport).
If you are unable to attend the AGM, you can still be represented at the meeting by appointing a proxy to act on your behalf and by giving instructions on how you wish your proxy to vote on the proposed resolutions.
Irrespective of whether or not you propose to attend the meeting, we would encourage you to appoint the Chair of the meeting as your proxy. This will ensure that your vote will be counted if ultimately you are (or any proxy you might otherwise appoint is) not able to attend on the day for any reason. If you appoint the Chair of the meeting as your proxy, the Chair will vote in accordance with your instructions. If the Chair is given discretion as to how to vote, he or she will vote in favour of each of the proposed resolutions set out in the Notice. Appointing a proxy will not prevent you from attending and voting in person if you wish to do so. All proposed resolutions will be put to a vote on a poll. This is in line with practice adopted by many UK public companies.
Details of how to appoint a proxy are set out in the notes to the Notice on pages 6 and 7. To be valid, your proxy appointment form or instruction must be received at the address specified in the notes by no later than 9.00am on Wednesday 20 July 2022.
The board recognises the importance of the AGM to shareholders and is keen to ensure that you are able to engage with the business of the meeting whether or not you are able to attend.
Shareholders or their appointed proxies or representatives who attend the AGM on the day will be able to ask questions on the business of the meeting. All shareholders (irrespective of whether or not they propose to attend the AGM) are also invited to ask their questions on the business of the meeting in advance by sending an email to [email protected]. Shareholders wishing to receive a response to a question in advance of the proxy voting deadline for the AGM should submit their questions by email by no later than 9.00am on Friday 15 July 2022.
The board of directors considers that the proposed resolutions set out in the Notice are in the best interests of the Company and its shareholders as a whole and unanimously recommends shareholders to vote in favour of them as the directors intend to do in respect of their own beneficial shareholdings (save in respect of those resolutions in which they are interested).
Yours faithfully
Helen Ashton Interim Non-Executive Chair
Notice is hereby given that the 2022 Annual General Meeting of the members of JD Sports Fashion Plc (the 'Company') will be held at the offices of Addleshaw Goddard LLP, One St. Peter's Square, Manchester, M2 3DE on Friday 22 July 2022 at 9.00am for the purposes set out below.
Resolutions 1 to 5 (inclusive) and Resolutions 11 to 14 (inclusive) will be proposed as ordinary resolutions. Resolutions 6 to 10 (inclusive) will also be proposed as ordinary resolutions, but will be conditional on separate approval by Independent Shareholders or by further ordinary resolution as specified in the explanatory notes to this Notice. Resolutions 15 and 16 will be proposed as special resolutions.
up to an aggregate total amount of £100,000 with the amount authorised for each of the heads (a) to (c) above being limited to the same total. Any such amounts 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. Terms used in this resolution have, where applicable, the meanings that they have in Part 14 of the Companies Act 2006 on "Control of political donations and expenditure".
and shall expire on the revocation or expiry (unless renewed) of the authority conferred on the directors by resolution 14 in this Notice, save that, before the expiry of this power, the Company may make any offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities under any such offer or agreement as if the power had not expired.
16 That any general meeting of the Company (other than an annual general meeting) may be called on not less than 14 clear days' notice.
Registered office:
JD Sports Fashion Plc Edinburgh House Hollinsbrook Way Pilsworth Bury Lancashire BL9 8RR
By order of the Board
Neil Greenhalgh Chief Financial Officer
28 June 2022
By completing and returning a hard copy proxy form A member may appoint a proxy by completing and returning the enclosed hard copy proxy form. To be valid, the proxy form must be completed in accordance with the instructions that accompany it and then delivered to the Company's Registrar, Equiniti at Aspect House, Spencer Road, Lancing BN99 6DA so as to be received by no later than 9.00am on Wednesday 20 July 2022.
By submitting a proxy appointment online – A member may appoint a proxy online by visiting the Company Registrar's online portfolio service portal, at www.shareview.co.uk and following the instructions. A member that has not already done so will first need to register to use the site. To register, a member will need his or her Shareholder Reference Number which can be found on the member's share certificate (or which is otherwise available from the Registrar). To be a valid proxy appointment, the member's electronic message confirming the details of the appointment completed in accordance with the relevant online instructions must be transmitted so as to be received by no later than 9.00am on Wednesday 20 July 2022.
By submitting a proxy appointment via CREST – Members who hold their shares in uncertificated form may use the "CREST electronic proxy appointment service" to appoint a proxy electronically by following the procedures set out in note 5 below.
Any power of attorney or other authority under which a proxy appointment is signed or made (or a certified copy of such power or authority) must be received at the relevant address specified in these notes for receipt of such proxy appointment (or at the Company's registered office) by the latest time indicated for receipt of such proxy appointment. Appointing a proxy will not prevent a member from attending and voting in person at the meeting should he or she so wish.
CREST members who wish to appoint one or more proxies through the CREST system may do so by using the procedures described in "the CREST voting service" section of the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed one or more voting service providers, should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or a proxy instruction made using the CREST voting service to be valid, the appropriate CREST message (a 'CREST proxy appointment instruction') must be properly authenticated in accordance with the specifications of CREST's operator, Euroclear UK & Ireland Limited ('Euroclear'), and must contain all the relevant information required by the CREST Manual. To be valid, 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 be transmitted so as to be received by Equiniti (ID RA19), as the Company's "issuer's agent", by 9.00am on Wednesday 20 July 2022. After this time any change of instruction to a proxy appointed through the CREST system should be communicated to the appointee through other means. The time of the message's receipt will be taken to be when (as determined by the timestamp applied by the CREST Applications Host) the issuer's agent is first able to retrieve it by enquiry through the CREST system in the prescribed manner. Euroclear does not make available special procedures in the CREST system for transmitting any particular message. Normal system timings and limitations apply in relation to the input of CREST proxy appointment instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or a CREST sponsored member or has appointed any voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as is necessary to ensure that a message is transmitted by means of the CREST system by any particular time. CREST members and, where applicable, their CREST sponsors or voting service providers should take into account the provisions of the CREST Manual concerning timings as well as its section on "Practical limitations of the system". In certain circumstances the Company may, in accordance with the Uncertificated Securities Regulations 2001 or the CREST Manual, treat a CREST proxy appointment instruction as invalid.
The Companies Act 2006 (the 'Act') requires the directors of a public company to lay before the company in a general meeting, copies of the directors' reports, the independent auditors' report and the audited financial statements of the company in respect of each financial year. In accordance with best practice, the Company proposes an ordinary resolution to receive its annual report and accounts for the financial year ended 29 January 2022 (the '2022 Annual Report').
In accordance with the Act, shareholders are invited to approve the directors' remuneration report for the financial year ended 29 January 2022.
The directors' remuneration report is set out on pages 114 to 130 of the 2022 Annual Report. For the purposes of this resolution, the directors' remuneration report does not include the part of the report containing the summary of the directors' remuneration policy on pages 117 to 119. The vote on the directors' remuneration report is advisory only and the directors' entitlement to remuneration is not conditional on its being passed.
The Act requires that the directors' remuneration policy must be put to shareholders for approval whenever a new policy, or an amendment to an existing approved policy, is proposed. The directors' remuneration policy must in any event be put to shareholders for approval at least every three years. The Company is not proposing any changes to the directors' remuneration policy approved at the annual general meeting in 2021.
The directors are recommending a final dividend for the financial year ended 29 January 2022 of 0.35 pence per ordinary share. If approved by ordinary resolution of the shareholders, the dividend will be paid on 5 August 2022 to shareholders on the register of members as at the close of business on 8 July 2022.
Resolutions 4 to 10 relate to the retirement and the election or re-election (as the case may be) of the Company's directors. The Company's articles of association provide that a director who has been appointed by the board of directors during the year shall hold office only until the end of the annual general meeting next following his or her appointment.
Bert Hoyt, Helen Ashton, Mahbobeh Sabetnia and Suzi Williams were each appointed as directors of the Company since the last annual general meeting. At the AGM, therefore, each intends to stand for election by the shareholders for the first time.
The Company's articles of association also require one-third of the Company's directors to retire from office at each annual general meeting. Additionally, any director who has not been elected or re-elected by the Company's shareholders at either of the two preceding annual general meetings is required to retire. Notwithstanding the provisions of the Company's articles of association, the board of directors has determined that each of the other directors shall retire from office at the AGM in line with best practice recommendations of the Financial Reporting Council's UK Corporate Governance Code. Each of the directors intends to stand for re-election by the shareholders.
Resolutions 6 to 10 (inclusive) relate specifically to the election or re-election of those directors that the board has determined to be independent for the purposes of the UK Corporate Governance Code (the 'Independent Directors'). The Independent Directors are Kath Smith, Bert Hoyt, Helen Ashton, Mahbobeh Sabetnia and Suzi Williams.
The Company is required to comply with certain provisions of the Financial Conduct Authority's Listing Rules (the 'Listing Rules') that apply to the election or re-election of independent non-executive directors of premium listed companies with a controlling shareholder, being a shareholder that exercises or controls, on their own or together with any person with whom they are acting in concert, 30 per cent. or more of the votes able to be cast on all or substantially all matters at a general meeting. For the purposes of the Listing Rules, Pentland Group Plc ('Pentland') is a controlling shareholder of the Company. As at the close of business on 21 June 2022, Pentland held 2,676,391,195 shares, representing 51.89 per cent. of the Company's issued share capital as at that date. Therefore, at the AGM, the election or re-election (as the case may be) of the Company's Independent Directors must be approved in each case by a majority vote of both: (a) the Company's shareholders as a whole; and (b) the Company's shareholders entitled to vote on the election or re-election of directors other than Pentland or any of Pentland's associates (the 'Independent Shareholders').
Resolutions 6 to 10 (inclusive) are therefore being proposed as ordinary resolutions on which all shareholders may vote, but in addition the Company will separately count the number of votes cast by Independent Shareholders in favour of each resolution (as a proportion of the total votes of Independent Shareholders cast on the resolution) to determine whether the majority approval of Independent Shareholders as referred to above has been achieved. The Company will announce the results of Resolutions 6 to 10 (inclusive) on this basis as well as announcing the results of the ordinary resolutions of all shareholders.
Under the Listing Rules, if a resolution to elect or re-elect an independent non-executive director is not approved by majority vote of both the shareholders as a whole and the independent shareholders at the annual general meeting, a further ordinary resolution may be put forward to be approved by the shareholders as a whole at a general meeting which must be held more than 90 days after the date of the first vote but within 120 days of that first vote. Accordingly, if any of Resolutions 6 to 10 (inclusive) are not approved by a majority vote of both the shareholders as a whole and the Independent Shareholders at the AGM, the relevant Independent Director will be treated as having been elected or re-elected (as the case may be) only for the period from the date of the AGM until the earlier of: (i) the close of any general meeting of the Company, convened for a date more than 90 days after the AGM but within 120 days of the AGM, to propose a further ordinary resolution to elect or re-elect him or her, (ii) the date which is 120 days after the AGM, and (iii) the date of any announcement by the board of directors that it does not intend to hold a second vote.
In the event that the Independent Director's election or re-election is approved by majority vote of all shareholders at a second meeting, the Independent Director in question will be elected or re-elected (as the case may be) until the Company's next annual general meeting.
As required by the Listing Rules, the Company confirms the following:
The Company is required to appoint or reappoint auditors at each annual general meeting at which its annual accounts and reports are presented to shareholders. On the recommendation of the audit committee, the board is proposing to shareholders the reappointment of KPMG LLP as the Company's auditors for the financial year ending 28 January 2023. Resolution 11, therefore, proposes KPMG's reappointment as auditors to hold office until the Company's next annual general meeting at which its accounts are laid before shareholders. As previously announced, the Group has concluded its tender process on the appointment of a new external auditor. It is the board's intention to recommend the appointment of Deloitte LLP to shareholders at the 2023 annual general meeting with Deloitte's first report to members being on the results to 3 February 2024.
Resolution 12 authorises the audit committee to agree KPMG's remuneration. The audit committee has confirmed to the board that its recommendation is free from third party influence and that no restrictive contractual provisions have been imposed on the Company limiting its choice of auditors.
Subject to limited exceptions, Part 14 of the Act imposes restrictions on companies making political donations to any political party or other political organisation or to any independent election candidate or incurring political expenditure unless they have been authorised to do so by shareholders at a general meeting. It has always been the Company's policy that it does not make political donations nor incur political expenditure. This remains the case. Nevertheless, the Act includes broad and ambiguous definitions of the terms "political donation" and "political expenditure" which may apply to some normal business activities which would not generally be considered to be political in nature.
As in previous years and as is common practice among many UK public companies, the board of directors considers that it would be prudent to obtain shareholder approval to make donations to political parties, political organisations and independent election candidates and to incur political expenditure up to the limit specified in the resolution. In seeking shareholder approval, the board wishes to emphasise that the proposed resolution is a precautionary measure to guard against any inadvertent breach of the statutory restrictions and that the board has no intention of making any political donations, incurring political expenditure nor entering into party political activities. The board intends to seek renewal of this approval at future annual general meetings.
The directors currently have a general authority to allot new shares in the Company and to grant rights to subscribe for, or convert any securities into, shares. This authority is, however, due to expire at the AGM and the board would like to seek a new authority to provide the directors with flexibility to allot new shares and grant rights up until the Company's next annual general meeting.
The proposed authority, if granted, will provide the directors with the flexibility to allot (and grant rights over) new shares in the Company in any circumstances up to a maximum aggregate nominal amount of £44,614. This amount represents approximately 1.73 per cent. of the Company's issued ordinary share capital as at 21 June 2022 (being the latest practicable date prior to publication of this document). The Company did not hold any shares in treasury as at that date.
The directors do not have any present intention to exercise this authority, however the board considers it prudent to have the flexibility that it provides to enable the directors to respond to any appropriate opportunities that may arise. If granted, this authority will expire at the close of business on 28 July 2023 or, if earlier, on the conclusion of the Company's next annual general meeting.
Resolution 15 is a special resolution 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, or to sell any ordinary shares out of treasury, for cash, without first offering those equity securities to existing shareholders in proportion to their existing holdings.
If passed by shareholders, this resolution will permit the board to allot ordinary shares 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 nominal amount of £44,614. This amount represents approximately 1.73 per cent. of the Company's issued ordinary share capital as at 21 June 2022 (being the latest practicable date prior to publication of this document). This resolution will permit the board to allot ordinary shares for cash, up to the specified level, in any circumstances.
The directors do not have any present intention of exercising this power but believe that it is in the best interests of shareholders to have the flexibility, in those limited circumstances, to allot shares or to sell treasury shares for cash.
Resolution 16 is a special resolution to allow the Company to call general meetings (other than annual general meetings) on not less than 14 clear days' notice.
The Company is currently able to call a general meeting (other than an annual general meeting) on at least 14 days' notice and would like to preserve this ability. In order to do so, shareholders must first approve the calling of meetings on at least 14 days' notice. This resolution seeks such approval. The approval will be effective until the Company's annual general meeting to be held in 2023. The shorter notice period would not be used as a matter of routine for such meetings, but only where it is merited by the business of the meeting and is considered to be in the interests of shareholders as a whole.
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