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LSL PROPERTY SERVICES PLC — AGM Information 2011
Mar 23, 2011
4859_rns_2011-03-23_537994d9-4f52-4a7b-880c-885b7120e7ca.pdf
AGM Information
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This document is important and requires your immediate attention. If you have any doubts about what action you need to take, you should immediately contact your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised pursuant to the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your registered holding of Ordinary Shares in LSL you should pass this letter and the accompanying documents to the person whom the sale or transfer was effected, for transmission to the purchaser or transferee.
Electronic communications
At LSL's AGM meeting held in May 2007, shareholders passed a resolution to allow LSL to use it's website (www.lslps.co.uk) (''Website'') to publish statutory documents and communications to shareholders, such as the Annual Report and Accounts (''Shareholder Communications''), as its default method of communications.
The Annual Report and Accounts 2010 has now been published on the Website. For those who elected to receive paper copies of Shareholder Communications, a copy of the Annual Report and Accounts 2010 is enclosed with this Notice.
If you would like to revert to receiving paper copies of the Annual Report and Accounts and other Shareholder Communications, please contact Capita Registrars, on 0871 664 0387 (calls cost 10p per minute plus network extras), or online at www.capitashareportal.com.
CHAIRMAN'S LETTER & NOTICE OF ANNUAL GENERAL MEETING (Incorporated in England and Wales with registered no. 5114014)
To LSL Property Services plc ("LSL") ordinary shareholders
Dear Shareholder
2011 Annual General Meeting (AGM)
I am pleased to give you notice of the AGM of LSL. The AGM will be held at 2.30pm on Wednesday 20th April 2011 at our offices, 1 Sun Street, London EC2A 2EP.
The Notice of the AGM is set out on pages 3 and 4 of this document, with Explanatory Notes to the Resolutions set out on pages 5 and 6. There will be an opportunity for shareholders to ask questions at the meeting.
Election of Directors
I would like to take this opportunity to make particular reference to Resolutions 4 to 6 which relate to the election of Directors.
LSL's articles of association permit any Director appointed by the Board since the date of the last AGM to hold office only until the date of the next AGM following their appointment. The Director is then eligible for election by shareholders. This year, Steve Cooke, David Newnes and Alison Traversoni, who were all appointed during the year, will stand for election and their biographical details are set out on page 22 and 23 of the Annual Report and Accounts 2010 and on page 5 of the Explanatory Notes to the Resolutions.
LSL's articles also require each of the Directors to stand for re-election on the third anniversary of their election and with Simon Embley and Mark Morris standing for re-election in 2010, no Directors are eligible for re-election at the forthcoming AGM.
Recommendation
Your Board considers each of the proposed Resolutions to be in the best interests of LSL and its shareholders as a whole and are most likely to promote the success of LSL for the benefit of its members as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of all of the Resolutions, as they intend to do in respect of their beneficial holdings of Ordinary Shares (in respect of which they have the power to exercise or direct the exercise of voting rights) which, in aggregate, amount to 20,138,501 Ordinary Shares representing approximately 19.33% of the issued share capital of LSL.
Yours sincerely
Roger Matthews Chairman 23rd March 2011 LSL Property Services plc. Registered Office: Newcastle House, Albany Court, Newcastle Business Park, NE4 7YB
Voting Arrangements - Action to be taken
You are asked to either:
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- complete the enclosed Form of Proxy and return it, together with any power of attorney or other authority under which it is signed or a notarially certified or office copy thereof, to Capita Registrars 34 Beckenham Road, Beckenham, Kent BR3 4TU, so as to arrive no later than 2.30pm on 18th April 2011; or
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- if you hold your shares in uncertificated form, use the CREST electronic proxy appointment service, details of which are set out in Note 2 of the Administrative Notes to the Notice of AGM set out on pages 7 and 8.
To appoint more than one proxy, you will need to complete a separate Form of Proxy in relation to each appointment you may photocopy the enclosed Form of Proxy, indicating on each copy the name of the proxy you wish to appoint and the number of shares in respect of which the proxy is appointed. All forms must be signed and should be returned together in the same envelope.
The Form of Proxy, includes a 'Vote Withheld' option in order for shareholders to abstain on any particular Resolution. However, an abstention is not a vote in law and will not be counted in the calculation of the proportion of votes "For" or "Against" the relevant Resolution.
Completion of the Form of Proxy or appointment of a proxy through CREST does not prevent you from attending and voting in person.
Capita Registrars maintain LSL's share register. They also provide a telephone helpline service on 0871 664 0300 (calls cost 10p a minute plus network extras, lines are open 8.30am to 5.30pm, Monday-Friday). If you have any queries about voting or about your shareholding, please contact Capita Registrars.
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of LSL Property Services plc ("LSL") will be held at its offices, 1 Sun Street, London EC2A 2EP on Wednesday 20th April 2011 at 2.30pm for the transaction of the following business:
At the Annual General Meeting (AGM), shareholders will be asked to consider and vote on the Resolutions below. Resolutions 1 to 8 (inclusive) will be proposed as Ordinary Resolutions and 9 to 11 (inclusive) will be proposed as Special Resolutions.
Ordinary Business:
As ordinary business to consider and, if thought fit, to pass the following Resolutions, which will be proposed as Ordinary Resolutions:
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- To receive and adopt LSL's Annual Accounts for the year ended 31st December 2010, together with the Directors' Report and the Auditors' Report on those accounts and on the auditable part of the Directors' Remuneration Report.
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- To approve the Directors' Remuneration Report contained within the Annual Report and Accounts 2010 for the year ended 31st December 2010.
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- To declare a final dividend of 5.9p per Ordinary Share in respect of the year ended 31st December 2010 to be paid on 27th April 2011 to shareholders whose names appear on the register at close of business on 1st April 2011.
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- To elect Steve Cooke as a Director of LSL.
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- To elect David Newnes as a Director of LSL.
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- To elect Alison Traversoni as a Director of LSL.
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- To re-appoint Ernst & Young LLP as auditors of LSL to hold office from the conclusion of the AGM until the conclusion of the next general meeting at which accounts are laid before LSL and to authorise the Directors to determine the auditors' remuneration.
- 8.1 That the Directors be and it is hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to allot shares in LSL and to grant rights to subscribe for or to convert any security into shares in LSL up to an aggregate nominal amount of £74,307.03 provided that this authority shall expire on the earlier of the next AGM of LSL and the date which is 18 months from the date of the passing of this Resolution (unless previously revoked or varied by LSL in general meeting) save that LSL may before such expiry make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry and the Directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of such an offer or agreement as if the authority conferred hereby had not expired; and additionally:-
- 8.2 That the Directors be and it is hereby generally and unconditionally authorised to exercise all powers of LSL to allot equity securities (within the meaning of Section 560 of the said Act) in connection with a rights issue in favour of ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of Ordinary Shares held by them up to an aggregate nominal amount of £10,415.89, provided that this authority shall expire on the date of the next AGM of LSL after the passing of this Resolution save that LSL may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.
Special Business:
As special business to consider and, if thought fit, to pass the following Resolutions, which will be proposed as Special Resolutions:
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- That subject to the passing of Resolution 8 the Directors be and it is hereby empowered pursuant to Section 570 of the Companies Act 2006 to allot equity securities (within the meaning of Section 560 of the said Act) for cash pursuant to the authority conferred by the previous Resolution as if sub-section (1) of Section 561 of the said Act did not apply to any such allotment provided that this power shall be limited:
- (i) to the allotment of equity securities in connection with a rights issue in favour of ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of Ordinary Shares held by them; and
- (ii) to the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity securities up to an aggregate nominal value of £10,415.89;
and shall expire on the date of the next AGM of LSL after the passing of this Resolution save that LSL may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.
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- That LSL be and is hereby generally and unconditionally authorised for the purposes of section 701 of the 2006 Act to make market purchases (as defined in section 693(4) of the Act) of ordinary shares of 0.2p each in the capital of LSL ("Ordinary Shares") on such terms and in such manner as the Directors may from time to time determine provided that:
- 10.1 the maximum number of Ordinary Shares hereby authorised for to be purchased is 10,415,895;
- 10.2 the minimum price (exclusive of expenses) which may be paid for such Ordinary Shares is 0.2p per share, being the nominal amount thereof;
- 10.3 the maximum price (exclusive of expenses) which may be paid for such Ordinary Shares shall be an amount equal to the highest of:
- (a) 5% above the average of the middle market quotations for such shares taken from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the purchase is made; or
- (b) the price of the last independent trade; or
- (c) the highest current independent bid;
- 10.4 the authority hereby conferred shall (unless previously renewed or revoked) expire on the earlier of the next AGM of LSL and the date which is 18 months after the date on which this Resolution is passed; and
- 10.5 LSL may make a contract to purchase its own Ordinary Shares under the authority conferred by this Resolution prior to the expiry of such authority, and such contract will or may be executed wholly or partly after the expiry of such authority, and LSL may make a purchase of its own Ordinary Shares in pursuance of any such contract.
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- That a general meeting other than an AGM may be called on not less than 14 clear days' notice such resolution to expire at the next AGM of LSL.
BY ORDER OF THE BOARD Sapna Bedi FitzGerald Company Secretary
Date 23rd March 2011
Registered Office: Newcastle House, Albany Court, Newcastle Business Park, NE4 7YB
Explanatory Notes to the Notice of the Annual General Meeting:
Resolution 1 – To receive and adopt LSL's Annual Report and Accounts 2010
The Directors are required to present to the meeting LSL's audited Annual Accounts and related Directors' and Auditor's reports for the financial year ended 31st December 2010.
Resolution 2 – To approve the Directors' Remuneration Report
In accordance with Section 421A of the Companies Act 2006, shareholders are required to approve the Directors' Remuneration Report.
Resolution 3 – Final Dividend Proposal
Final dividends are approved by shareholders of LSL but cannot exceed the amount recommended by the Directors. The Directors are recommending a final dividend for the year ended 31st December 2010 of 5.4p per Ordinary Share due and payable on 27th April 2011 (the ex dividend date is 30th March 2011 and the record date is 1st April 2011). The Resolution seeks shareholder approval of the proposed dividend.
Resolutions 4 to 6 – To elect the Directors
In accordance with LSL's articles of association ("Articles"), Steve Cooke, David Newnes and Alison Traversoni will retire at the AGM and, being eligible (under Article 111), are intending to stand for election at the meeting. The Articles require that any Director appointed since the last AGM should stand for election at the next following AGM where they shall then be eligible for election (Article 109).
The biographical details for all Directors including Steve Cooke, David Newnes, and Alison Traversoni are set out on page 24 and 25 of the Annual Report and Accounts 2010 and below. In addition, during the 2010 Board effectiveness review, the performance of Steve Cooke, David Newnes and Alison Traversoni was specifically evaluated and the Directors confirmed that they value the experience and commitment to the business demonstrated by each of these individuals.
Steve Cooke – Group Finance Director
Steve was appointed Group Finance Director in July 2010 and is responsible for all aspects of the financial management of the Group. Previously Steve was chief operating officer of Bestinvest, the 3i backed wealth management business and before that was chief financial officer of Mapeley, the FTSE 250 property company. He was also CFO of Energis as part of the new management team which delivered a successful turnaround before selling the business to Cable and Wireless. Steve trained with Coopers and Lybrand and on qualifying as a chartered accountant worked as a strategy consultant for OC&C followed by senior finance and operational roles in the Sainsbury's and Kingfisher Groups.
David Newnes – Executive Director, Estate Agency
David has been with the Group since 1980 and was part of the management buy-out team. David joined the Board in May 2010 with overall responsibility for the performance, strategy and development of the Estate Agency Division across the Group. Prior to this he was MD of Your Move from 2005, shortly after the management buy-out, where he managed its successful turn around and development into the largest single brand estate agency business in the UK. David has extensive experience within the estate agency industry, holding memberships of both the Association of Residential Lettings Agents (ARLA) and the National Estate Agency Association (NAEA). David is also a trustee of the Estate Agency Foundation and a director of The Property Ombudsman scheme. During 2010 David was shortlisted for the Negotiator Awards – in the category of 'Agency Leader of the Year'.
Alison Traversoni – Executive Director, Surveying
Alison has been with the Group for over 20 years and was part of the management buy-out team. She is a director of the Boards of e.surv Chartered Surveyors, Barnwoods and Chancellors Associates and at e.surv Chartered Surveyors, one of the UK's largest distributors of residential valuations, Alison held various senior positions before her appointment as Chief Operating Officer in September 2008. She joined the Board as an Executive Director in May 2010 with overall responsibility for the performance and development of the Group's Surveying Division. Alison has significant experience within the surveying industry.
Resolution 7– Reappointment of auditors and determination of their remuneration
LSL is required to appoint or reappoint auditors at each AGM at which its accounts are presented to hold office until the conclusion of the next AGM. The Audit Committee has reviewed the effectiveness, independence and objectivity of the external auditors, Ernst & Young LLP ("Ernst & Young"), on behalf of the Directors, who now propose their reappointment as auditors of LSL. Ernst & Young has advised of its willingness to stand for reappointment as the auditor of LSL. This Resolution also authorises the Directors who, in accordance with standard practice, will act through the Audit Committee, to agree the auditors' remuneration.
Resolution 8 – Authority to allot shares
Resolution 8, which will be proposed as an Ordinary Resolution will, if passed, authorise the Directors to allot shares up to a maximum nominal amount of £74,307.03, which represents 35.67% of the total Ordinary Share capital in issue as at 19th March 2011 (being the latest practicable date prior to the publication of this document). This is the maximum permitted amount under best practice corporate governance guidelines being the lesser of the amount of: (i) the authorised but unissued Ordinary Share capital; and (ii) an amount equal to (a) one-third of the issued Ordinary Share capital of LSL, plus (b) the amount of share capital which has been reserved for the issue of shares upon the exercise of options granted by LSL.
This authority will expire no later than 18 months after the date of the AGM. Other than in relation to LSL's employee share schemes, the Directors have no present intention of exercising this authority.
Resolution 9 – Disapplication of pre-emption rights (Special Resolution)
Resolution 9, which will be proposed as a Special Resolution, seeks authority to issue equity securities of LSL for cash or to sell any shares which LSL holds in treasury following a purchase of its own shares pursuant to the authority in Resolution 10 below for cash without application of the pre-emption rights provided by section 570 of the Act. The authority contained in this Resolution will be limited to an aggregate nominal value of £10,415.89 which represents 5% of the issued Ordinary Share capital of LSL as at 19th March 2011 (being the latest practicable date prior to the publication of this document).
The Resolution also disapplies the statutory pre-emption provisions in connection with pre-emptive offerings, for example, rights issue and allows the Directors, in the case of a rights issue, to make appropriate arrangements in relation to fractional entitlements or other legal or practical problems which might arise. This authority will expire no later than 18 months after the date of the AGM.
Resolution 10 - To authorise LSL to purchase its own shares (Special Resolution)
Resolution 10, which will be proposed as a Special Resolution, gives LSL authority to buy back its own Ordinary Shares in the market as permitted by the Act. The authority limits the number of shares that could be purchased to a maximum of 10,415,895 representing 10% of the issued share capital of LSL as at 19th March 2011 (being the latest practicable date prior to publication of this document).
The minimum price payable by LSL for the purchase of its own Ordinary Shares will be 0.2p per share (being the amount equal to the nominal value of an ordinary share). The maximum price payable will be limited to the highest of 5% above the average of the middle market quotations of LSL's Ordinary Shares, as derived from the Daily Official List of the London Stock Exchange, for the 5 business days prior to the purchase; or the price of the last independent trade; or the highest current independent bid. This authority will expire no later than 18 months after the date of the AGM.
The Directors have no present intention of exercising the authority to purchase LSL's Ordinary Shares but will keep the matter under review. The authority will be exercised only if the Directors believe that to do so would result in an increase in earnings per share and would be in the interests of shareholders generally.
Company law allows LSL to hold in treasury any shares purchased by it using its distributable profits. Such shares will remain in issue and capable of being re-sold by LSL or used in connection with certain of its share schemes. LSL intends to take advantage of these provisions to the extent that it exercises the authority to buy back its shares, so as to hold the purchased shares in treasury.
Options to subscribe for up to 1,269,948 Ordinary Shares have been granted and are outstanding as at 19th March 2011 (being the latest practicable date prior to publication of this document) representing 1.22% of the issued Ordinary Share capital at that date. If the Directors were to exercise in full the power for which they are seeking authority under Resolution 10 the options outstanding at 19th March 2011 would represent 1.35% of the Ordinary Share capital in issue following such exercise.
Resolution 11 – Notice period for holding general meetings (special resolution)
The Companies Act 2006 was amended in August 2009 to require all listed companies, subject to any restrictions in their articles of association, to hold all general meetings, including AGMs on 21 days' notice. For general meetings other than AGMs, a company quoted on the Official List of the UK Listing Authority is allowed to hold such general meetings on 14 days' notice provided that the following three conditions are met:
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- The meeting is not an AGM;
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- The company offers facilities for shareholders to vote by electronic means. This condition is met if there is a facility offered by the company and accessible to all members to appoint a proxy by means of a website and in the event that LSL seeks to call a meeting on 14 days notice, such a facility will be put in place to ensure compliance with this condition; and
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- There is an annual resolution of shareholders approving the reduction in the minimum notice period from 21 days to 14 days.
The Board is therefore proposing this Resolution as a Special Resolution to approve 14 days as the minimum notice period for all general meetings of LSL other than AGMs. The approval will be effective until LSL's next AGM in 2012, when it is intended that the approval be renewed.
LSL will only call a general meeting on 14 days' notice in limited circumstances when, in the opinion of the Directors, it would be to the advantage of the shareholders as a whole for the meeting in question to be called on short notice. However, the Directors believe it would be advantageous to LSL to be able to take advantage of the additional flexibility permitted by the amendment to the Companies Act 2006 in these and other circumstances. Please note that AGM will always be called on 21 days' notice.
ADMINISTRATIVE NOTES
1. Form of Proxy
A shareholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on a show of hands or on a poll instead of him or her. A proxy need not be a shareholder. A Form of Proxy is enclosed and notes for completion can be found on the form and should be read carefully before it is completed. To be valid, the Form of Proxy, together with any required power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy of the same, must be deposited by 2.30pm on 18th April 2011 at the Offices of Capita Registrars at PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Completion of the Form of Proxy does not prevent you from voting at and attending the meeting in person.
To appoint more than one proxy, you will need to complete a separate Form of Proxy in relation to each appointment, in which case you may photocopy the enclosed Form of Proxy, indicating on each copy the name of the proxy you wish to appoint and the number of shares in respect of which the proxy is appointed. All forms must be signed and should be returned together in the same envelope.
LSL specifies that only those shareholders registered in the relevant Register of Members of LSL as at 6.00pm on 18th April 2011 (or if the meeting is adjourned, 6.00pm on the day two days prior to the day fixed for the adjourned meeting) shall be entitled to attend or vote at the AGM in respect of the number of shares registered in their name at that time. Changes to entries on the relevant Register of Members after the relevant time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
2. Website giving information regarding the AGM
Information regarding the AGM, including the information required by section 311A of the Act is available at http://www.lslps.co.uk/ investors_corporate_docs.html.
3. CREST Proxy Voting (uncertificated shareholders)
- (a) CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so 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 voting services 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.
- (b) In order 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 CRESTCo's 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 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 this Notice of AGM. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp 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 CREST Co 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 services 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. LSL may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.
4. Joint Holders (certificated and uncertificated shareholders)
In the case of joint holders the vote of the senior holder who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the Register of Members of LSL in respect of the joint holding.
5. Right to appoint proxy
The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communication from the Company in accordance with section 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the registered shareholder who holds shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
6. Issued Share Capital and Total Voting Rights
LSL's total shares in issue is 104,158,950 Ordinary Shares of 0.2p each and the total number of voting rights in LSL is 104,158,950.
7. Meeting arrangements
The doors will open at 2.15pm and the AGM will start promptly at 2.30pm.
8. Part 16 Companies Act 2006
Pursuant to Chapter 5 of Part 16 of the Companies Act 2006, where requested by either a member or members having a right to vote at the general meeting and holding at least 5% of total voting rights of LSL or at least 100 members having a right to vote at the meeting and holding, on average, at least £100 of paid up share capital, LSL must publish on its website a statement setting out any matter that such members propose to raise at the meeting relating to the audit of LSL's accounts that are to be laid before the meeting. Where LSL is required to publish such a statement on its website, it may not require the members making the request to pay any expenses incurred by it in complying with the request, it must forward the statement to LSL's auditors and the statement may be dealt with as part of the business of the meeting. A member wishing to request publication of such a statement on LSL's website must send the request to the Company either in hard copy form to The Company Secretary, St Trinity House, 3 - 4 Kings Square, York YO1 8ZH (and sign the request), by email to [email protected] or by fax to 01904 715 351 marked for the attention of the Company Secretary. Whichever form of communication is chosen, the request must either set out the statement in full or, if supporting a statement sent by another member, clearly identify the statement which is being supported and be received by LSL at least one week before the meeting.
9. Questions at the meeting
Any member attending the meeting has the right to ask questions. LSL must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if:
(a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;
- (b) the answer has already been given on a website in the form of an answer to a question; or
- (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
10. Documents available for inspection
There will be available for inspection at LSL's registered office during usual business hours on any weekday (Saturdays, Sundays and public holidays excluded) from the date of this Notice until the conclusion of the AGM and at the place of the AGM for at least 15 minutes prior to and during the meeting:
- (a) copies of the Executive Directors' service contracts and Non Executive Directors' appointment letters;
- (b) the Register of Directors' Interests in the share capital of LSL; and
- (c) copies of the Articles of Association.
11. General enquiries
Capita Registrars maintain LSL's share register. They also provide a telephone helpline service on 0871 664 0300 (calls cost 10p a minute plus network extras, lines are open 8.30am to 5.30pm Monday - Friday). If you have any queries about voting or about your shareholding, please contact Capita Registrars. Information regarding the AGM, including information required by Section 311A of the Companies Act 2006 is available from www.lslps.co.uk.