Pre-Annual General Meeting Information • Mar 26, 2020
Pre-Annual General Meeting Information
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JUPITER
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This year's Annual General Meeting will be held at 3.00pm on 21 May 2020 at The Zig Zag Building, 70 Victoria Street, London, SW1E 6SQ
If you are in any doubt as to any aspect of the proposals referred to in this document or as to the actions you should take, you are advised to seek advice immediately from your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your ordinary shares in Jupiter Fund Management plc (the 'Company'), please pass this document to the purchaser or transferee or to the stockbroker, bank manager or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.
Whether or not you propose to attend the Annual General Meeting, please submit a Proxy vote in accordance with the voting instructions on page 1. The Proxy must be submitted, or in the case of a paper proxy signed, completed and returned so as to reach the Company's Registrars, Link Asset Services, by no later than 3.00pm on 19 May 2020.
This communication has been sent to certain beneficial owners of shares that have been nominated by their registered holders to enjoy information rights in accordance with section 146 of the Companies Act 2006. Such persons are advised that, in order to vote at the forthcoming Annual General Meeting, they must issue an instruction to the registered holder of their shares. The Company may only accept instructions from registered holders of its shares and it would therefore be unable to act upon any instructions received from their nominated persons.
The AGM will be held at 3.00pm on 21 May 2020 at the Company's registered office which is The Zig Zag Building, 70 Victoria Street, London, SW1E 6SQ. The Notice of AGM is set out on pages 3 to 4 of this document and an explanation of the resolutions to be considered can be found on pages 5 to 7.
This will be my first AGM as Chairman, following my appointment on 2 March 2020. Liz Airey stepped down from the Board on the same date and I would like to take the opportunity to thank Liz on behalf of the Board for her outstanding contribution and commitment to the Company since her appointment to the Board in 2010.
The AGM is an important event in the Company's corporate calendar and provides an opportunity to engage with shareholders and for shareholders to pass the necessary resolutions for the conduct of the business and affairs of the Company. The Board is however, also monitoring closely the evolving Coronavirus situation and public health concerns in the United Kingdom and elsewhere and will continue to have regard to developments over the coming weeks ahead of the AGM. In particular, the UK government has advised against the gathering of large groups of people or unnecessary travel in an attempt to minimise or delay the spread of the outbreak.
The health and well-being of our colleagues, shareholders and the wider community in which we operate is of paramount importance for us. However, we are also committed to ensuring that shareholders can exercise their right to vote and ask questions at the upcoming AGM.
In particular, your attention is drawn to the proxy voting methods set out on page 10 and the ability to submit questions remotely in advance of, and/or during the AGM.
As such, due to the potential risks of aiding the spread of Coronavirus by shareholders gathering at the AGM and the possibility, should the current situation change, of restrictions being imposed on travel or on how the meeting itself is held and conducted, we are encouraging shareholders to appoint a proxy utilising one of the methods detailed below. Please appoint a proxy as early as possible, even if you would typically intend to attend the meeting in person, as the situation may change and it may not be possible or appropriate for you to attend the meeting in person. If you appoint the Chairman of the meeting as your proxy, this will ensure your votes are cast in accordance with your wishes and avoids the need for another person to attend as a proxy in your place.
In light of the potential for the Coronavirus situation in the United Kingdom to change rapidly, you should continue to monitor and act in accordance with guidance issued by the UK Government and relevant health authorities. In any event, persons who have been in contact with any person who has symptoms of Coronavirus or who have symptoms themselves are kindly requested by the Board not to attend the AGM in person, and we may need to adopt appropriate measures to exclude such persons from the meeting.
Arrangements have also been made to undertake an audio webcast for the AGM to allow you to listen to the proceedings remotely without needing to attend in person. You can access the webcast using the following link: https://secure.emincote. com/client/jupiter/jfm019 or via our website www.jupiteram.com. You will be able to submit questions to the Board in advance of the AGM via email to [email protected] and/ or during the AGM via the webcast. Any such questions will either be answered at the AGM or responses will be provided directly to shareholders by email.
You should also continue to monitor the Company's website and announcements for any updates in relation to the AGM arrangements that may need to be provided.
The declaration of a full year dividend of 9.2 pence per ordinary share for the year ended 31 December 2019 was announced on 28 February 2020 and will be paid on 9 April 2020 to all ordinary shareholders on the Register of Members of the Company at the close of business on 13 March 2020. The dividend does not require shareholder approval, as explained in previous years, so there is no resolution to approve the dividend payment being proposed at the AGM.
During the year, the Company welcomed Wayne Mepham as Chief Financial Officer. Wayne brings a wealth of industry and financial experience to Jupiter and has already made a significant contribution to the Company. Wayne and I will each stand for election for the first time at this year's AGM. Bridget Macaskill has decided to step down from the Board and will not be seeking re-election at this AGM. I would like to thank Bridget on behalf of the Board and shareholders for her significant contribution to the Company during her tenure. All other Directors will be seeking re-election.
The Nomination Committee has reviewed the performance and commitment of each director standing for re-election and the Board accordingly recommends their continued appointment. The Biographies of all the Directors seeking election or re-election at the AGM are set out on pages 8 and 9 of this Notice of AGM.
At the 2019 AGM there was a significant minority of votes cast against the authority to allot shares, disapplication of preemption rights and the re-election of Karl Sternberg. We undertook further engagement with our shareholders following the results of the AGM. As disclosed in our post AGM voting statement and Annual Report the results were primarily due to votes received from our major shareholder, who apply more stringent voting policies than is customary market practice or those applied by the proxy advisory services generally.
The Board believes that the authorities to allot shares and disapply pre-emption rights provide required flexibility in the capital management of the Company, and would only be exercised if it were considered to be in the best interests of Shareholders. It is established practice for listed companies to obtain and refresh these authorities at their annual general meetings.
The Nomination Committee carefully monitors each Directors external commitments as detailed in the Annual Report and the Board believes Karl has continually demonstrated his ability to devote sufficient time to the Company. Karl's other board appointments are to listed investment trusts which require substantially less time commitment than a listed operational company. The Nomination Committee reviewed Karl's re-appointment for a further three-year term during 2019 and this review highlighted the depth of market insight and knowledge Karl brings to the role. The Board strongly recommends Karl's re-election as a Non-Executive Director.
This Notice of AGM and the Annual Report and Accounts are published on the Company's shareholder information page at www.jupiteram.com. Reducing the number of communications sent by post not only results in cost savings for the Company, but also reduces the impact that the printing and distribution of documents has on the environment. If you have consented to receive these documents by website publication, you will continue to be notified each time the Company places a statutory communication on its website.
Your vote is important to us and we strongly encourage you to vote by proxy in advance of the meeting utilising one of the methods below. This is even more important given the current circumstances and impact of Coronavirus. As was the case last year, we are not distributing hard copies of the proxy form but are requesting that shareholders vote by:
Your vote should be returned, so as to be received by Link, as soon as possible and, in any event, no later than 3.00pm on 19 May 2020, or not less than 48 hours before the time of the holding of any adjourned meeting. Appointing a proxy will not prevent you from attending the AGM and voting in person, should you wish to do so, although please note the precautions referred to above in light of the Coronavirus outbreak.
In line with best practice, we intend to take all resolutions on a poll at the meeting. On a poll each shareholder has one vote for each share held. Following the conclusion of the meeting the results of the voting will be notified to the London Stock Exchange and posted on the Company's website as soon as practicable thereafter.
The Board considers that all the resolutions, as set out in this Notice of AGM, are in the best interests of the Company and its shareholders as a whole. The Board unanimously recommends that you vote in favour of all the resolutions, as the Directors intend to do in respect of their own beneficial holdings.
Due to the current circumstances, and as highlighted earlier, we will be undertaking an audio webcast for the AGM. Shareholders will be able to listen to the AGM and can submit questions in advance via email ([email protected]) or during the AGM via the webcast, without needing to attend in person.
Yours sincerely,
Nichola Pease, Chairman 18 March 2020
1 Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00- 17:30, Monday to Friday excluding public holidays in England and Wales. You can also contact the registrar by email at [email protected]
Notice is hereby given that the Annual General Meeting (the 'AGM') of Jupiter Fund Management plc (the 'Company') will be held at 3.00pm on 21 May 2020 at The Zig Zag Building, 70 Victoria Street, London, SW1E 6SQ.
Shareholders will be asked to consider and, if thought fit, pass the following resolutions. Resolutions 1 to 14 will be proposed as ordinary resolutions. Resolutions 15 to 17 will be proposed as special resolutions.
The authority conferred on the Directors shall expire at the conclusion of the next AGM of the Company after the date of the passing of this resolution or at the close of business on 30 June 2021, whichever is the earlier, except that under this authority the Company may, at any time before such expiry, make offers or enter into agreements which would or might require shares to be allotted or rights to subscribe for, or to convert any security into, shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for, or to convert any security into, shares (as the case may be) in pursuance of such offers or agreements as if the authority conferred hereby had not expired.
in respect of each authorisation referred to under paragraphs (a), (b) and (c), up to a maximum amount of £100,000 and in respect of all such authorisations up to an aggregate amount of £100,000 in each case during the period beginning with the date of the passing of this resolution and ending at the conclusion of the next AGM of the Company after the passing of this resolution or at the close of business on 30 June 2021, whichever is the earlier. The maximum amounts referred to in this paragraph may comprise sums in different currencies, which shall be converted at such rate as the Board may in its absolute discretion determine to be appropriate. For the purposes of this resolution, the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' shall have the meanings given to them in sections 363 to 365 of the Act.
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 or securities represented by depositary receipts, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirements of any regulatory body or stock exchange or any other matter; and
(b) to the allotment of equity securities pursuant to the authority granted by resolution 13 and/or sale of treasury shares for cash (in each case otherwise than in the circumstances set out in paragraph (a) of this resolution 15) up to an aggregate nominal value equal to £457,699;
and unless previously revoked, varied or extended, this authority shall expire at the conclusion of the next AGM of the Company after the date of the passing of this resolution or at the close of business on 30 June 2021, whichever is the earlier, except that the Company may, before the expiry of this authority, make offers or enter into agreements which would or might require equity securities to be allotted (and/or treasury shares to be sold) after such expiry and the Directors may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the authority conferred hereby had not expired.
(c) the maximum price (exclusive of expenses) that may be paid for an ordinary share is the higher of (i) an amount equal to 105 per cent. of the average of the middle market quotations for an ordinary share (as derived from the Daily Official List of the London Stock Exchange) for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share, on the trading venues where the purchase is carried out;
(d) the authority conferred hereby shall expire at the conclusion of the next AGM of the Company after the passing of this resolution or at the close of business on 30 June 2021, whichever is the earlier, unless previously revoked, varied or renewed by the Company in general meeting prior to such time; and
By order of the Board
Lisa Daniels, Company Secretary
18 March 2020
Registered Office: The Zig Zag Building, 70 Victoria Street, London, SW1E 6SQ
Each of the resolutions set out in this Notice of AGM will be voted on a poll. Resolutions 1 to 14 are proposed as ordinary resolutions and are determined by a majority of votes cast (in person or by proxy). Resolutions 15 to 17 are proposed as special resolutions and therefore require 75% or more of votes cast (in person or by proxy) to be in favour for them to be passed.
The Directors of the Company are required to present to the shareholders at the AGM the Annual Report and Accounts for the year ended 31 December 2019 together with the Directors' and auditors' reports (the 'Annual Report').
Resolution 2 seeks approval of the Annual Report on Remuneration for the year ended 31 December 2019, which is set out on pages 76 to 102 of the Company's Annual Report. The vote on the Annual Report on Remuneration is advisory and therefore does not directly affect the remuneration paid to any Director.
The auditors have audited those parts of the Directors' Remuneration Report required to be audited and their report can be found on pages 146 to 152 of the Annual Report.
The Company's Articles of Association require that any Director appointed by the Board since the Company's last AGM must seek election by shareholders at the next AGM. Accordingly, Wayne Mepham, who joined the Board on 3 September 2019, and Nichola Pease, who joined the Board on 2 March 2020, are standing for election by shareholders. Bridget Macaskill has decided to step down from the Board and will not be seeking re-election at this AGM. All other Directors are offering themselves for re-election by shareholders at the AGM.
The Board has determined that, in its judgement, all of the Non-Executive Directors being proposed for re-election meet the independence criteria prescribed in the UK Corporate Governance Code and all are found to be independent in character and judgement.
The resolutions relating to the election or re-election of the Directors are proposed as separate resolutions numbered 3 to 10. The performance of the Board as a whole, as well as the contribution made by each individual Director, has been formally evaluated during the course of 2019. After considering this evaluation, the Chairman and the Senior Independent Director, believe that each of the Directors standing for re-election is performing effectively and each demonstrates commitment to their role and that their respective skills and experience enhance the overall operation of the Board.
Biographical details of each of the Directors standing for election or re-election and the key strengths they bring to the Company are set out on pages 8 and 9 of this Notice of AGM which includes a summary of the skills, experience and contribution of each such Director, and illustrates why each Director's contribution is, and continues to be important to the Company's long term sustainable success.
PwC are currently appointed as the auditors of the Company. The Company is required to appoint the auditors at each general meeting at which accounts are presented to shareholders to hold office until the next such meeting. PwC have indicated their willingness to continue in office and the Board, on the recommendation of the Audit and Risk Committee, is proposing to shareholders the re-appointment of PwC as auditors.
Accordingly, resolution 11 proposes the re-appointment of PwC as the Company's auditors to hold office until the conclusion of the next general meeting of the Company at which accounts are laid before the meeting.
Resolution 12 seeks the authority for the Board's Audit and Risk Committee to set the auditors' remuneration for 2020. Under the Competition and Markets Authority's Statutory Audit Services Order, the Audit Committee has specific responsibility for negotiating and agreeing the statutory audit fee for and on behalf of the Board.
PwC have been the statutory auditors of Jupiter Fund Management plc and its subsidiary companies since 2007, having periodically rotated the lead audit partner. A tender for the Company's audit services was conducted during 2014 and following a comprehensive and robust process the Audit and Risk Committee recommended to the Board that PwC remained the most suitable firm to serve the Group as auditors. The Company intends to retender the external audit contract no later than 2024. The Audit and Risk Committee monitors and assesses the independence of the auditors throughout the year and has implemented policies to help safeguard their independence. The Audit and Risk Committee has confirmed the auditors continued independence and recommends their re-appointment.
The Directors are seeking authority to allot ordinary shares (including any held in treasury) or grant rights to subscribe for or to convert any securities into ordinary shares without restriction up to an aggregate nominal amount equal to £3,051,332 (representing 152,566,600 ordinary shares). This amount represents approximately one-third of the Company's current issued share capital as at 16 March 2020 (the latest practicable date before the publication of this Notice of AGM). This authority will expire at the close of business on 30 June 2021 or at the conclusion of the Company's AGM in 2021, if earlier.
The Directors intend to seek to renew such authority at each AGM. This authority is in addition to the authority being sought at the general meeting of the Company to be held in relation to the allotment of 95,360,825 ordinary shares, agreed to be issued under the Share Purchase Agreement entered into by the Company on 17 February 2020, in relation to its acquisition of Merian Global Investors Limited.
The Directors have no present intention of exercising the authority set out in resolution 13 but wish to maintain flexibility in the capital management of the Group.
As at 16 March 2020, being the latest practicable date before the publication of this Notice of AGM, the Company holds no ordinary shares in treasury.
This resolution seeks authority for the Company and its subsidiaries to make political donations up to an aggregate amount of £100,000. Part 14 of the Companies Act 2006 (the 'Act') provides that political donations made by a company to political parties, to other political organisations and to independent election candidates, or political expenditure incurred by a company, must be authorised in advance by shareholders.
It is not the policy of the Company to make political donations of the type caught by these provisions and the Directors have no intention of changing this policy. However, as a result of the wide definitions in the Act, it is possible that normal expenditure such as expenditure on organisations concerned with matters of public policy, law reform and representation of the business community and business activities (such as communicating with the Government and political parties at local, national and European level), might be construed as political expenditure or as a donation to a political party or other political organisation and fall within the restrictions of the Act.
This resolution does not purport to authorise any particular donation or expenditure but is expressed in general terms as required by the Act and is intended to authorise normal donations and expenditure. If passed, resolution 14 would ensure that the Company and its subsidiaries act within the provisions of current UK company law and best practice when carrying out activities of the type covered by the Act. If given, this authority will expire at the close of business on 30 June 2021 or at the conclusion of the AGM of the Company in 2021, if earlier.
If the Directors wish to exercise the authority under resolution 13 and offer ordinary shares (or sell any ordinary shares which the Company may purchase and elect to hold as treasury shares) for cash, the Act requires that, unless shareholders have given specific authority for the waiver of their statutory pre-emption rights, the newly issued shares must be offered first to existing shareholders in proportion to their existing shareholdings. In certain circumstances, it may be in the best interests of the Company to allot shares (or to grant rights over shares) for cash or sell any shares held in treasury for cash without first offering them to existing shareholders in proportion to their holdings.
Resolutions 13 and 15 will authorise the Directors to allot ordinary shares and/or sell any shares held in treasury, pursuant to the authority granted under resolution 13, (i) to existing shareholders on a pre-emptive basis by way of a rights issue (subject to certain exclusions), or by way of an open offer or other offer of securities (not being a rights issue) (subject to certain exclusions), in each case up to an aggregate nominal amount of £3,051,332 (representing 152,566,600 ordinary shares), which represents approximately one-third of the Company's current issued share capital as at 16 March 2020 (the latest practicable date before the publication of this Notice of AGM; and/or (ii) for cash, to persons other than existing shareholders up to an aggregate nominal value of £457,699 (corresponding to 22,884,950 ordinary shares), which represents approximately 5 per cent. of the Company's issued share capital as at 16 March 2020 (the latest practicable date before the publication of this Notice of AGM). This resolution also applies to the sale and re-issue of ordinary shares held as treasury shares by the Company. If given, this authority will expire at the conclusion of the AGM of the Company in 2021 or, at the close of business on 30 June 2021, whichever is the earlier. The Directors intend to seek to renew equivalent authorities at each AGM in accordance with current best practice.
The Directors confirm that they do not intend to issue shares representing more than 7.5 per cent. of the Company's issued share capital (excluding treasury shares) for cash on a non-pre-emptive basis in any rolling three year period without prior consultation with shareholders. As noted above, the Directors have no present intention of using the authority to allot shares under resolution 13, and to date, this authority has not been used since the Company's listing in 2010.
The Directors consider the renewal of this authority appropriate in order to retain maximum flexibility to take advantage of business opportunities as they arise. The authority granted under resolution 15 follows the Pre-Emption Group's Statement of Principles and complies with the Pre-Emption Group's guidance. The Directors believe that the approval of this resolution is in the best interests of the Company.
This resolution renews the existing authority, which will expire at the conclusion of the AGM. In certain circumstances, it may be advantageous for the Company to purchase its own ordinary shares and this resolution seeks authority to enable the Company to make market purchases of up to 45,769,950 of its own shares (i.e. £915,399 in nominal value), representing approximately 10 per cent. of its issued share capital (excluding treasury shares) as at 16 March 2020 (the latest practicable date before the publication of this Notice of AGM). The resolution specifies the maximum and minimum prices at which shares may be bought, exclusive of expenses, reflecting the requirements of the Act and the Financial Conduct Authority's Listing Rules.
The authority will expire at the conclusion of the Company's AGM in 2021 or at the close of business on 30 June 2021, whichever is the earlier. The Board, however, intends to seek renewal of this authority at subsequent AGMs in accordance with current best practice. The Act allows the Company to hold its own shares in treasury following a buyback instead of having to cancel them. This enables the Company to re-issue treasury shares quickly and cost-effectively and provides the Company with additional flexibility in the management of its capital base. Such shares may be resold for cash, but all rights attaching to them, including voting rights and any right to receive dividends, are suspended while they are held in treasury.
Any ordinary shares purchased under the renewed authority will either be cancelled or held in treasury. The Directors will use this authority to purchase shares after taking into account market conditions, other investment opportunities, appropriate gearing levels and the overall financial position of the Company. Further, the Directors will only purchase such shares after taking into account the effects on earnings per ordinary share and if such purchase is in the interests of shareholders generally. The Directors have no present intention of exercising the authority to purchase any of the Company's ordinary shares. The Company currently holds no ordinary shares in treasury.
The Act requires companies to call general meetings on at least 21 clear days' notice unless shareholders have approved the calling of a general meeting at shorter notice. The Company wishes to retain the option of calling general meetings on 14 clear days' notice, with the exception of AGMs which will continue to be held on at least 21 clear days' notice. If the resolution is passed, the Company will continue to be able to call all general meetings (other than AGMs) on 14 clear days' notice. The resolution is valid until the Company's 2021 AGM or the close of business on 30 June 2021, whichever is the earlier. It is the intention of the Board to renew the authority at each AGM. The shorter notice period would not be used as a matter of routine, but only where flexibility is merited by the business of the meeting and is thought to be in the interests of shareholders as a whole.
To provide shareholders with the ability to participate in voting as quickly and easily as possible the Company will offer the facility for shareholders to vote by electronic means.
Appointed
Non-Executive Director and Chairman in March 2020.
Nichola has over 35 years' experience in asset management, including at Chief Executive level, and the wider financial sector. With her extensive experience, Nichola brings strong leadership skills and a deep understanding of investment management to the Board.
Nichola's most recent role was as an independent Non-Executive Director of Schroders PLC from September 2012 to November 2019, where she was also Chairman of the Remuneration Committee. She was previously the Chief Executive of JO Hambro Capital Management Ltd from 1998, until her appointment as Deputy Chairman in 2008. Her previous experience includes executive roles at Kleinwort Benson, Rowe Price-Fleming, Citibank and Smith New Court where she built the European broking business and subsequently joined the Board.
Nichola is currently Chair of the I2020 Apprenticeship Scheme.
Chief Executive Officer in March 2019.
Andrew has extensive experience with over 25 years in the investment management industry. He brings strong leadership skills and a deep strategic focus which enables him to lead the Group and implement the strategy effectively.
Before joining Jupiter Andrew was CEO of Henderson Global Investors, becoming Co-Chief Executive of Janus Henderson on the merger with Janus Capital in 2017. During his time at Henderson and its predecessor businesses he held various roles including equity fund manager and head of equities.
Executive Director of Hammerson plc and of the Investment Association.
1. Nichola Pease Chairman
2. Andrew Formica Chief Executive Officer
3. Edward Bonham Carter Vice Chairman
Group Chief Executive in 2007 Vice Chairman in March 2014
Edward has extensive knowledge of the fund management business with over 25 years at Jupiter and 35 years in the investment market. He has undertaken a variety of roles at Jupiter which gives him a detailed understanding of the business. He is a leading figure in the investment management industry and his role as Vice Chairman focuses on engaging with the Company's key stakeholders including clients, prospective clients and industry bodies.
Edward joined Jupiter in 1994 as a UK fund manager, after working at Schroders (1982-1986) and Electra Investment Trust (1986-1994). He was appointed Chief Investment Officer in 1999 and Joint Chief Executive in May 2000. He became Group Chief Executive in 2007 and led Jupiter through its management buyout that year and its subsequent IPO in June 2010. Edward relinquished his role as Group Chief Executive in March 2014, when he was appointed Vice Chairman.
4. Wayne Mepham Chief Financial Officer
Chief Financial Officer in September 2019
Wayne brings a wide range of experience in the asset management and financial services sector, with particular expertise in technical accounting, regulation and commercial development. He effectively manages the Group's accounting, tax and treasury matters.
Wayne began his career at PricewaterhouseCoopers where he progressed to lead audits in the Insurance and Asset Management practice. Prior to joining Jupiter, he worked at Schroders for nine years and was responsible for the Global Finance function as well as Procurement and Investor Relations.
Current external appointments
Wayne has no external appointments.
5. Jonathon Bond Senior Independent Director
7. Karl Sternberg Independent Non-Executive Director
Non-Executive Director in July 2014 Senior Independent Director in August 2017
Jonathon spent 25 years in the private equity industry with a particular focus on raising standards of governance and performance. He has extensive international and general management experience having founded and served on the board of several significant businesses. He brings a detailed knowledge of good governance and business acumen from a variety of industries.
Jonathon was a founding Partner of Actis LLP, the emerging markets specialist alternatives fund manager, where he spent over 10 years. During that time he was a member of the Supervisory Board, Investment and Executive Committees, as well as setting up and running the in-house fund raising team. Jonathon previously worked as a founding Director of HSBC Private Equity in India (1994-2000), Electra Private Equity Partners in London and Paris (1988-1994) and Bain & Co in London (1985-1988). He was also Executive Chairman of the Skagen Group Limited (2013 - 2019), a family office and family group of companies operating in the UK, Europe and the USA.
Jonathon is Chairman of Grosvenor Britain & Ireland and a Non-Executive Director of Standard Life Private Equity Trust plc, Lloyds Bank Insurance and of Camellia Plc.
6. Polly Williams Independent Non-Executive Director
8. Roger Yates Independent Non-Executive Director
Appointed Non-Executive Director in March 2015
Polly has a wealth of relevant experience, including roles with particular responsibility for audit and risk oversight, and is a chartered accountant. Previously, Polly was a Partner at KPMG, with responsibility for the Group Audit of HSBC Group plc. Polly has significant, recent and relevant financial experience which is invaluable in her role as Chairman of the Audit and Risk Committee. She actively engages with senior management outside of the Board meeting cycle.
Polly's previous non-executive directorships include Worldspreads Group plc, APS Financial Limited, Z Group plc, National Counties Building Society (as Chairman), Scotiabank Ireland Limited and Daiwa Capital Markets Europe Limited.
Polly is a Non-Executive Director of TSB Banking Group plc, where she is Chairman of the Audit Committee, and RBC Europe Limited, both wholly owned non-listed companies. She is also a Non-Executive Director of XP Power Limited. Polly serves as a Trustee of the Guide Dogs for the Blind Association.
Director Appointed
Non-Executive Director in July 2016 Key strengths
Karl brings some 30 years' international experience in the investment industry, gained through both executive and non-executive roles. Karl brings to the Board highly-valued expertise and knowledge of the investment industry, as well as a deep understanding of investment risk.
Karl was a founding Partner of institutional asset manager Oxford Investment Partners, which was bought by Towers Watson in 2013. Prior to that, he held a number of positions at Morgan Grenfell/ Deutsche Asset Management between 1992 and 2004, including Chief Investment Officer for London, Australia, Europe and the Asia Pacific. Since 2006 he has developed his non-executive director career, with a focus on investment management and the investment trust sector in particular. From 2010 to 2015 he was a Non-Executive Director of Friends Life Group plc where he was Chairman of the Investment Oversight Committee. Karl was Chairman of JPMorgan Income & Growth Investment Trust plc until November 2016.
Karl is the Senior Independent Director of Alliance Trust plc, and a Non-Executive Director of Herald Investment Trust plc, The Monks Investment Trust plc, Clipstone Logistics Reit plc, Lowland Investment Company plc, and JPMorgan Elect plc, all of which are investment trusts.
Appointed
Non-Executive Director in October 2017
Roger has considerable knowledge of the asset management business with over 30 years' experience in the industry having served as a fund manager, senior executive, non-executive director and chairman. Having led two global asset managers, Roger brings a significant understanding of the industry, international business strategy and management to the Board.
Roger started his career at GT Management in 1981 and subsequently held positions at Morgan Grenfell and Invesco as Chief Investment Officer. He was appointed Chief Executive Officer of Henderson Group plc in 1999 and led the company for a decade. Most recently Roger was a Non-Executive Director of IG Group Ltd, Chairman of Electra Private Equity plc and Chairman of Pioneer Global Asset Management S.p.A. He was also a Non-Executive Director of JPMorgan Elect plc from 2008 - 2018.
Roger is the Senior Independent Director of St James's Place plc where he chairs the Remuneration Committee and the Senior Independent Director of Mitie Group plc.
Shareholders are able to appoint one or more proxies to exercise all or any of their rights to attend, speak and vote at the AGM. However, noting the current situation and precautions relating to the Coronavirus outbreak, we strongly encourage shareholders to appoint a proxy in accordance with the procedures set out below in order to vote in advance of the AGM. Such a proxy need not also be a shareholder of the Company, however if you appoint the Chairman of the meeting as your proxy, this will ensure your votes are cast in accordance with your wishes and avoids the need for another person to attend as a proxy in your place.. More than one proxy may be appointed, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by the shareholder. This year we are not distributing a hard copy of the proxy form unless specifically requested. We are encouraging shareholders to vote electronically. Detailed below are the methods available to appoint a proxy:
and in each case to be received by Link Asset Services no later than 3.00pm on 19 May 2020. Completion of a form of proxy will not prevent the shareholder from attending the meeting and voting in person. Amended instructions must also be received by Link Asset Services by the deadline for receipt of forms of proxy.
The Company specifies that only those shareholders registered on the Company's register at close of business on 19 May 2020 (the 'Specified Time') (or, if the meeting is adjourned to a time more than 48 hours after the Specified Time, by close of business on the day which is two working days before the time fixed for the adjourned meeting) shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at that time. If the meeting is adjourned to a time not more than 48 hours after the Specified Time, that time will also apply for the purposes of determining the entitlement of shareholders to attend and vote (and for the purposes of determining the number of votes they may cast) at the adjourned meeting. Changes to the entries on the Company's share register after that time shall be disregarded in determining the rights of any shareholder to attend and vote at the meeting, notwithstanding any provision in any enactment or the Company's Articles of Association.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual which can be viewed at euroclear.com. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), 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 made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's ('Euroclear') specifications and must contain the information required for such instructions, as described in the CREST Manual.
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 the issuer's agent (ID: RA10) by the latest time(s) for receipt of proxy appointments specified in Note 1 above.
For this purpose, the time of the receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the issuer's agent 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 does not make available special procedures in CREST for any particular messages.
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(s), to procure that his 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 service 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 (as amended).
1 Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00- 17:30, Monday to Friday excluding public holidays in England and Wales. You can also contact the registrar by email at [email protected]
Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder, provided that they do not do so in relation to the same shares.
Any person to whom this Notice of AGM is sent who is a person nominated under section 146 of the Companies Act 2006 (the "Act") 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 meeting.
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 statement of the rights of shareholders in relation to the appointment of proxies in Note 1 above does not apply to Nominated Persons.
The rights described in those paragraphs can only be exercised by shareholders of the Company. Nominated Persons should also remember that their main point of contact in terms of their investment in the Company remains the shareholder who nominated the Nominated Person to enjoy information rights (or perhaps the custodian or broker who administers the investment on their behalf). Nominated Persons should continue to contact that shareholder, custodian or broker (and not the Company) regarding any changes or queries relating to the Nominated Person's personal details and interests in the Company (including any administrative matter). The only exceptions to this are where the Company expressly requests a response from a Nominated Person.
The 'Vote Withheld' is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
As at 16 March 2020 (the latest practicable date before the publication of this Notice of AGM) the Company's issued share capital comprised 457,699,916 ordinary shares of 2 pence each. Each ordinary share carries the right to one vote at a general meeting of the Company. The total voting rights in the Company as at 16 March 2020 were 457,699,916.
A copy of this Notice of AGM and other information required by section 311A of the Act can be found at www.jupiteram.com.
Under section 527 of the Act, 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 auditors' report and the conduct of the audit) that are to be laid before the meeting; or (ii) any circumstances connected with an auditor of the Company ceasing to hold office since the previous meeting at which the annual report and accounts were laid in accordance with section 437 of the Act.
The Company may not require the shareholders requesting any such website publication to cover any costs incurred in complying with sections 527 to 528 of the Act and is required to forward any statement placed on a website to the Company's auditors not later than the time when it makes the statement on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required under section 527 of the Act to publish on a website.
All shareholders and their proxies will have the opportunity to ask questions at, or in advance of, the AGM. The Company must cause to be answered any question relating to the business being dealt with at the meeting. When invited by the Chairman, it would be useful if you could state your name before you ask your questions.
Arrangements have also been made to undertake an audio webcast for the AGM to allow you to listen to the proceedings remotely without needing to attend in person. You can access the webcast using the following link: https://secure.emincote. com/client/jupiter/jfm019 or via our website www.jupiteram.com You will be able to submit questions to the Board in advance of the AGM via email to [email protected] and/ or during the AGM via the webcast. Any such questions will either be answered at the AGM or responses will be provided directly to shareholders emails.
Shareholders should note that questions need not be answered at the meeting if, (i) it would interfere unduly with the preparation for the meeting or would involve the disclosure of confidential information, (ii) the answer has already been given on a website in the form of an answer to a question or, (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
In circumstances where an answer is not available for the Chairman to provide, they may nominate a Company representative to answer a specific question after the meeting.
Shareholders are advised that, unless otherwise stated, any telephone number, website and email address set out in this Notice of AGM, Annual Report and Accounts or in any related documents should not be used for the purpose of communicating with or serving information on the Company (including the service of documents or information relating to the proceedings at the AGM).
The following documents may be inspected at the registered office of the Company during usual business hours on any weekday (Saturdays, Sundays and Bank Holidays excluded), from the date of this Notice of AGM to the date of the AGM and will be available for inspection at the AGM from 2.45pm on 21 May 2020 until the conclusion of the meeting:
Under sections 338 and 338A of the Act, shareholders meeting the threshold requirements in those sections have the right to require the Company:
A resolution may properly be moved or a matter may properly be included in the business unless:
Such a request may be in hard copy form or in electronic form, and must identify the resolution of which notice is to be given or the matter to be included in the business of the meeting, must be authorised by the person or persons making it, must be received by the Company not later than 8 April 2020, being the date six clear weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.
This year's annual general meeting will be held at 3.00pm on 21 May 2020 at the Zig Zag Building, 70 Victoria Street, London, SW1E 6SQ.
Registered address: The Zig Zag Building 70 Victoria Street London SW1E 6SQ
www.jupiteram.com
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