Pre-Annual General Meeting Information • Mar 26, 2021
Pre-Annual General Meeting Information
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If you are in any doubt as to the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial advisor authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred your entire holding of Ordinary Shares in Persimmon Plc, please forward this document 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 onward transmission to the purchaser or transferee.
(Incorporated and registered in England no: 1818486)
Notice of the Annual General Meeting of the Company to be held at Persimmon House, Fulford, York, YO19 4FE at 12 noon on 28 April 2021 is set out at the end of this circular.
This circular also invites shareholders to participate in an Engagement Event with the Board at 9.00 am on 23 April 2021 (the 'Virtual Shareholder Engagement Event') prior to submitting their proxy votes.
(Incorporated and registered in England and Wales with registered number 1818486)
Roger Devlin (Chairman) Dean Finch (Group Chief Executive) Mike Killoran (Group Finance Director) Nigel Mills (Senior Independent Director) Rachel Kentleton (Independent Non-Executive Director) Simon Litherland (Independent Non-Executive Director) Joanna Place (Independent Non-Executive Director) Annemarie Durbin (Independent Non-Executive Director) Andrew Wyllie (Independent Non-Executive Director)
26 March 2021
Dear Shareholder
You will find enclosed with this circular a notice convening the Annual General Meeting ('AGM') of the Company ('Notice') to be held at 12 noon on 28 April 2021. This letter explains the business of the meeting and also sets out the arrangements which will apply to the AGM this year in view of the continuing Covid-19 restrictions.
With Covid-19 restrictions still in place, we are not expecting to be able to allow shareholders to attend the AGM in person again this year. However, in order to provide shareholders with an opportunity to present questions to the Board and to hear their answers before casting their votes, we have arranged a separate inter-active question and answer session in which shareholders are invited to participate remotely. The arrangements for this 'Virtual Shareholder Engagement Event' are explained below.
The Board ordinarily welcomes shareholders at the AGM, but given that the Covid-19 restrictions on attendance at meetings are expected to remain in place on 28 April 2021, unfortunately we expect we will need to restrict attendance at the AGM. Three Directors who are shareholders will be present at Persimmon House to form the necessary quorum.
The health and well-being of our shareholders, as well as our Directors and employees, is of paramount importance and we shall take such further steps in relation to the AGM as are appropriate. With this in mind and given the constantly evolving nature of the situation, pending further developments and guidance, your Board:
(c) will continue to closely monitor the situation in the lead up to the AGM and will make any further updates about the AGM on the Company's website at www.persimmonhomes.com/corporate/investors/ shareholder-information/meeting-information.
Please note that shareholders will not be able to use the webcast mentioned in (b) above to actively participate in the AGM by voting on the resolutions or asking questions. Accordingly, and as noted above, shareholders are urged to submit their proxy vote on the resolutions. However, shareholders will have a separate opportunity to ask questions before submitting their proxy votes – see the section headed 'Virtual Shareholder Engagement Event' below.
The business of the AGM is set out below, the ordinary resolutions 1 to 13 relate to the routine business of the AGM, and ordinary resolution 14 and the special resolutions 15 to 18 relate to special business. The resolutions are summarised and explained below.
Resolution 1 is for shareholders to receive and adopt the Directors' and Auditor's Reports and Financial Statements for the financial year ended 31 December 2020.
Resolution 2 is to seek shareholders' approval for the Annual Report on Remuneration for the year ended 31 December 2020 which is set out on pages 110 to 127 of the Annual Report 2020. The Annual Report on Remuneration sets out how the Directors were paid in the year to 31 December 2020 and how it is proposed to implement the Remuneration Policy in 2021. The shareholder vote on the Annual Report on Remuneration resolution will be advisory and no entitlement of a Director to remuneration is conditional on it.
Resolutions 3 to 11 concern the re-election and election of Directors by shareholders. In accordance with the provisions of the UK Corporate Governance Code 2018, all of the Directors will retire at the AGM and offer themselves for re-election (or in the case of Dean Finch, Annemarie Durbin and Andrew Wyllie, who were appointed to the Board since the last AGM, election by the shareholders for the first time).
Following individual performance evaluations, the Board supports the re-election or election of each of the Directors. The Board considers the Chairman and each of the Non-Executive Directors to be independent. The Chairman and the Non-Executive Directors have individually performed well in their duties and have shown a high level of independence and commitment to their roles. Their collective experience allows them to make valuable contributions to Board discussions, providing insight, strategic guidance, a diversity of views and constructive challenge to the Executive Directors. The Board also considers that the Executive Directors have performed well. Dean Finch joined the Group on 28 September 2020 and has made a strong start in the business with his focus on build quality, customer service and sustainability. Mike Killoran has over 20 years' experience in both the housebuilding industry and the Group. His expert knowledge of our cyclical industry is important to the Group's risk management and key to the development and execution of our strategy.
Biographies setting out the experience, skills and contribution of each of the Directors may be found in Appendix 2 to this letter.
Registered Office: Persimmon House Fulford York YO19 4FE
Resolution 12 is for the re-appointment by shareholders of Ernst & Young LLP as auditor. This resolution was recommended to the Board by the Audit Committee. Ernst & Young LLP were appointed as the Group's auditor in April 2016. The Audit Committee assesses the performance of the external auditor on an ongoing basis, with a formal review conducted annually. The Committee takes into consideration the quality and depth of the auditor's reporting, their planning and strategy for undertaking the audit and the quality of the personnel undertaking the audit. The Audit Committee continues to consider that the auditor and the lead audit partner remain independent and that the performance of the auditor remains satisfactory. Further information can be found on pages 102 to 104 of the Annual Report 2020.
Resolution 13 is for shareholders to authorise the Audit Committee to determine the auditor's remuneration.
Resolution 14, which will be proposed as an ordinary resolution, is to give the Directors authority to allot shares and grant rights to subscribe for, or convert any security into, shares. This resolution will allow the Directors to allot shares up to a maximum nominal amount of £10,636,306, representing approximately one third of the Company's existing issued share capital as at 16 March 2021, being the latest practicable date prior to the publication of this document. The Directors have no present intention of using the authority given to allot further shares, but would prefer to have the flexibility to do so, should the need arise. However, if they do exercise the authority, the Directors intend to follow emerging best practice as regards its use.
The Company holds no Ordinary Shares in treasury as at 16 March 2021, being the latest practicable date prior to the publication of this document. This authority will, if granted, expire at the conclusion of the AGM to be held in 2022 or, if earlier, on 30 June 2022.
Under section 561 of the Companies Act 2006, any shares allotted (or, in the case of any shares held in treasury, sold) wholly for cash must be offered to existing shareholders in proportion to their holdings, but this requirement may be modified by the authority of a special resolution of the shareholders in a general meeting.
The authority given at the AGM held on 29 April 2020 will expire at the end of the forthcoming AGM and resolution 15 seeks to renew it. This resolution, which will be proposed as a special resolution, would give the Directors the power to allot equity securities (or sell any treasury shares) for cash without first offering them to existing shareholders in proportion to their existing shareholdings.
The power under resolution 15 would be, similar to previous years, limited to (a) allotments or sales in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those shares or as the Board otherwise considers necessary, or (b) otherwise up to a nominal amount of £1,595,445. This nominal amount represents approximately 5% of the issued ordinary share capital of the Company as at 16 March 2021, being the latest practicable date prior to the publication of this document.
The Board confirms its intention to follow the provisions of the Pre-Emption Group's Statement of Principles (the 'Principles') regarding cumulative usage of authority where the Principles provide that usage in excess of 7.5% of the issued ordinary share capital of the Company (excluding treasury shares) within a rolling three-year period should not take place without prior consultation with shareholders.
This authority will, if granted, expire at the conclusion of the AGM to be held in 2022 or, if earlier, on 30 June 2022.
The Directors consider it would be beneficial for the Company to continue to have the power to purchase its own Ordinary Shares in certain circumstances. The current authority expires at the conclusion of the 2021 AGM. If the authority were to be renewed and exercised, the Company would be able to purchase Ordinary Shares and either cancel them (so reducing the total number of Ordinary Shares in issue) or hold them as treasury shares in accordance with the Companies Act 2006, subject to certain limitations. Treasury shares themselves may be cancelled, sold or transferred for the purposes of the Company's employee share schemes. All rights attaching to Ordinary Shares, including voting rights and the right to receive dividends, are suspended while they are held in treasury.
Resolution 16, which will be proposed as a special resolution, authorises the Directors to purchase up to a maximum of 31,908,918 Ordinary Shares, being 10% of the issued share capital of the Company as at 16 March 2021, being the latest practicable date prior to the publication of this document.
The maximum and minimum prices are stated in the resolution.
The Directors will only implement purchases of Ordinary Shares if, after careful consideration, they are satisfied that such purchases are in the best interests of the Company and its shareholders generally and would result in an increase in expected earnings per share. The Company would consider either retaining any of its Ordinary Shares which it has purchased as treasury shares with a possible re-issue at a further later date, or cancelling them. If such purchases are made, to the extent the purchased Ordinary Shares are held as treasury shares, any increase in earnings per share might only be temporary, depending on whether the Ordinary Shares in question are cancelled, sold or transferred out of treasury.
As at 16 March 2021, being the latest practicable date prior to the publication of this document, options and awards to acquire Ordinary Shares granted under the Company's employee share schemes were outstanding over a total of 2,173,206 Ordinary Shares, being equivalent to 0.7% of the issued share capital of the Company at that date. If the Directors were to be granted this authority to purchase Ordinary Shares and were to use it in full and subsequently cancel such Ordinary Shares, the outstanding options and awards would be equal to 0.8% of the then issued share capital of the Company (before adjustment for any further equity issues or exercise of options).
In any ten-year period the Company may not issue more than 10% of the issued share capital of the Company to satisfy option exercises under its employee share schemes. Options granted under employee share schemes may be satisfied by the issue of new Ordinary Shares, the transfer of treasury shares (both of which count towards the number issued in any ten-year period) or by Ordinary Shares purchased in the market.
No shares have been purchased to date under the current authority and the Directors have no present intention of exercising the authority to purchase Ordinary Shares, but consider it would be beneficial for the Company to continue to have this power.
This authority will, if granted, expire at the conclusion of the AGM to be held in 2022 or, if earlier, on 30 June 2022.
It is proposed in resolution 17, which will be proposed as a special resolution, to adopt new articles of association ('New Articles') in order to update the Company's current articles of association ('Current Articles'). The New Articles primarily take account of changes to law and practice since our Current Articles were last updated.
The principal changes introduced in the New Articles are summarised in Appendix 3. Other changes, which are of a minor, technical or clarifying nature have not been noted in Appendix 3. The New Articles showing all the changes to the Current Articles are available for inspection, as noted on page 8 of this document.
Resolution 18, which will be proposed as a special resolution, allows the Company to hold general meetings, other than AGMs, on 14 clear days' notice. Under the Companies Act 2006, the minimum notice period for listed company general meetings is 21 clear days, but with an ability for companies to reduce this period to 14 clear days (other than for AGMs) provided that certain conditions are met.
One condition is that the Company offers a facility for shareholders to vote by electronic means. This condition is met if the Company offers a facility allowing shareholders to appoint a proxy by means of a website. The Company provides this facility (please refer to 'Recommendation and action to be taken' below and note 4 of the Notice). The other condition is that there is an annual resolution of shareholders approving the reduction of the minimum notice period from 21 clear days to 14 clear days.
The Directors consider it would be beneficial to the Company to continue to have the ability to call general meetings on 14 clear days' notice. The Directors do not propose to utilise this shorter notice period as a matter of routine but only for time-sensitive, non-routine business and where to do so would be in the interest of the shareholders as a whole. In those circumstances, the Directors are confident that a facility to permit electronic voting can be made available to all of the Company's shareholders. This authority, if granted, would expire at the conclusion of the AGM of the Company to be held in 2022, when it is intended that a similar resolution will be proposed. AGMs will continue to be held on at least 21 clear days' notice.
It is strongly recommended that you submit your vote on each of the resolutions in advance of the AGM by completing a Form of Proxy appointing the Chairman of the Meeting as your proxy and returning it to the Company's Registrars, Computershare Investor Services PLC, either by post to The Pavilions, Bridgwater Road, Bristol BS99 6ZY or online at www.eproxyappointment.com or by submitting a CREST Proxy Instruction, by no later than 12 noon on 26 April 2021. If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. If such attendance is permitted by legislation and UK Government guidelines, the appointment of a proxy will not prevent a shareholder from attending the AGM and voting in person. As mentioned above, please ensure you regularly check for any updates concerning the AGM on the Company's website at www.persimmonhomes.com/ corporate/investors/shareholder-information/meeting-information.
The Directors consider that the proposed resolutions are in the best interests of the Company and its shareholders as a whole and recommend shareholders vote in favour of the resolutions set out in the Notice, as they intend to do in respect of their own beneficial holdings which, as at 16 March 2021, being the latest practicable date prior to the publication of this document, amounted to 2,576,210 Ordinary Shares, being 0.8% of the issued share capital.
In normal circumstances, the AGM is a valuable opportunity for shareholders and the Board to engage with one another. As the current Covid-19 restrictions are expected to deny shareholders the opportunity to attend the AGM in person this year and to present their questions to the Board, we have arranged a separate event to provide shareholders with the opportunity to hear directly from the Board on our 2020 performance, and to ask the Directors questions, before casting their proxy votes.
This Virtual Shareholder Engagement Event will be held at 9.00 am on 23 April 2021. It is designed to enable shareholders to participate and interact with the Board remotely and, where they wish to do so, to ask live questions.
All Board members will attend the Virtual Shareholder Engagement Event, which will be addressed by the Chairman and Group Chief Executive and commence with a presentation on the performance of the Group during 2020 and its targets for the future.
After the presentation, the Directors will take shareholders' questions. To make this event as useful as possible, it would be helpful if shareholders would submit any questions that they would like to put to the Directors in advance. These should be sent, together with your name as it appears on the Company's register of members, to [email protected] by 12 noon on 22 April 2021.
However, shareholders will also have the opportunity to ask questions during the meeting even if they are not submitted in advance.
In order to make the best use of the time available, some questions may be combined when they relate to similar topics.
If you are unable to attend the event, or would like to re-watch it, we will upload the footage of the Virtual Shareholder Engagement Event on our website at www.persimmonhomes.com/corporate/investors/shareholderinformation/meeting-information, where you will also be able to find written answers to the questions asked during the Event.
Details of how to access the Virtual Shareholder Engagement Event can be found in Appendix 1.
Shareholders who are unable to attend the Virtual Shareholder Engagement Event may still submit questions. Questions submitted after the Virtual Shareholder Engagement Event will also be answered so far as is practicable.
Yours faithfully
Chairman
Shareholders can watch and participate in the Shareholder Engagement Event by accessing the Event website: https://web.lumiagm.com.
The Event can be accessed online using most well-known internet browsers such as Internet Explorer (not compatible with versions 10 and below), Chrome, Firefox and Safari on a PC, laptop or internet-enabled device such as a tablet or smartphone.
An active internet connection is required at all times in order to allow you to submit questions, watch and participate in the Event. It is your responsibility to ensure you remain connected for the duration of the event.
On accessing the Event website, you will be asked to enter the Event ID: 123-373-925.
You will then be prompted to enter your unique shareholder reference number (SRN) and PIN, which can be found on your AGM Form of Proxy.
Access to the Event will be available from 8.30 am on 23 April 2021.
We strongly recommend that you test your systems by logging into the Event page in the days leading up to the Event. If you have any technical issues during this time, or on the day of the meeting, please contact [email protected].
If you do not hold your shares in your own name and you wish to attend the Event, you should contact the person who holds the shares on your behalf. If your shares are held in a nominee account, please contact the company who holds the shares on your behalf and ask them to appoint you as their representative. You will need to send your appointment letter to Computershare Investor Services PLC, see below for contact details. If your shares are held in any other way please contact Computershare Investor Services PLC, contact details below.
Unique credentials can then be issued to allow shareholders who do not hold the shares in their own name to access the Event. Access credentials will be emailed to the appointee one working day prior to the Event. Lines are open 8.30 am to 5.30 pm Monday to Friday (excluding bank holidays).
You must have made arrangements with Computershare Investor Services PLC by 9.00 am on 21 April 2021.
If you have a query on how to attend the shareholder Event, please contact the Company's Registrars, their details are:
Email on [email protected] Call UK: 0370 703 0178 Call International: +44(0)370 703 0178,
Note:
To attend the Virtual Shareholder Engagement Event a shareholder must be entered on the relevant register of members (the 'Register') for certificated or uncertificated shares of the Company (as the case may be) by 9.00 am on 21 April 2021 (the 'Specified Time'). Changes to entries on the Register after the Specified Time shall be disregarded in determining the rights of any person to attend the Event.
Date of appointment: 1 June 2018
Committee membership: Chairman of the Nomination Committee.
Trustee of the Persimmon Charitable Foundation.
Experience and external appointments: Roger Devlin was independent on appointment and has extensive business, leadership and governance experience, having held executive and non-executive roles in a variety of sectors such as corporate finance, gaming, leisure, pubs & brewing, sport and transport. Roger is an experienced Chairman and is currently the Chairman of William Hill PLC. Roger's previous appointments include Chairman of Marston's PLC and Senior Independent Director at the Football Association.
Skills and contribution: Roger's wealth of experience gives him a strong understanding of corporate governance, shareholder and stakeholder views, banking and finance, customer propositions and leadership.
Roger's expertise and personal qualities enable him to effectively lead the Board and drive change within the business. Roger makes a valuable contribution towards the development and execution of the Group's strategy and ensures that the Board functions effectively by facilitating open and productive debate, providing constructive challenge and by demonstrating objective judgement.
Date of appointment: 28 September 2020
Committee membership: Chair of the Risk and Sustainability Committees.
Trustee of the Persimmon Charitable Foundation.
Experience and external appointments: Dean Finch is a widely experienced senior executive with a strong commercial, financial and operational track record spanning a 30 year career in Europe and North America. Dean is also a qualified chartered accountant.
Dean was the Chief Executive Officer of National Express Group plc from 2010 to 2020, and during his tenure built the business into Britain's leading transport group. Prior to that Dean was Group Chief Executive of Tube Lines and Group Finance Director and Group Chief Operating Officer at FirstGroup plc, where he also held a number of other senior roles.
Skills and contribution: Dean is a seasoned, well-respected and proven Chief Executive with an exceptional record. Whilst at National Express Dean delivered substantial strategic and operational progress over a sustained period, delivering value for all stakeholders while developing a distinct and cohesive culture, focused on customer care and service.
Dean leads the Group's programme of change in its drive to become Britain's best housebuilder; delivering for all stakeholders in the business whilst continuing to drive strong financial returns to investors.
Date of appointment: 4 January 1999
Committee membership: Chair of the Persimmon Charitable Foundation. Member of the Risk Committee.
Experience and external appointments: Mike Killoran joined the Company in 1996. A chartered accountant by profession, Mike worked in manufacturing, distribution and retail sectors before joining the Group. He took over his present role in April 1999.
Skills and contribution: Mike has extensive financial and operational skills and over 20 years' experience and knowledge of both the housebuilding industry and the Group. Mike makes a valuable contribution towards the long-term success of the Group; his expert knowledge of our cyclical industry is important to the Group's risk management and key to the development and execution of our strategy.
Date of appointment: 4 April 2016
Committee membership: Member of the Nomination and Remuneration Committees.
Experience and external appointments: Nigel Mills is the Senior Independent Director at John Wood Group Plc and was previously a Senior Advisor at Citigroup Global Markets. Nigel was Chairman of Corporate Broking at Citi between 2005 and 2015, and Chief Executive at Hoare Govett between 1995 and 2005. Nigel has extensive experience in advising some of the UK's largest companies. Nigel is also a Director of The Queen's Club.
Skills and contribution: Nigel has sound commercial judgement drawing on a 30-year career advising quoted companies. He has broad experience of financial markets, strategy, risk, shareholder attitudes and corporate governance, which enable him to provide sound advice to the Board. Between February 2018 and May 2018 Nigel served as Acting Chairman and led the process which resulted in the appointment of the current Chairman, Roger Devlin.
Date of appointment: 24 June 2015
Committee membership: Chair of the Audit Committee and member of the Risk and Nomination Committees.
Experience and external appointments: Rachel Kentleton is a qualified accountant with a breadth of business experience. Rachel was the Finance Director at PayPoint plc until June 2020 and, prior to that, was Group Director, Strategy & Implementation at easyJet plc. Rachel has also previously held finance related roles at Unilever plc, NatWest Group, Diageo plc and SABMiller plc. Rachel will be appointed as Non-Executive Director and Audit Committee Chair at Trustpilot upon its IPO.
Skills and contribution: Rachel has worked in various customer facing businesses and has significant knowledge of finance, strategy, organisational change, operations, technology and investor relations. Rachel's financial experience brings particular strength to the Company's Audit Committee and to the robustness of the Group's financial controls, risk management and the external audit. Rachel adds to the balance of skills and diversity of views on the Board.
Date of appointment: 3 April 2017
Committee membership: Member of the Audit and Nomination Committees.
Experience and external appointments: Simon Litherland is the Chief Executive of Britvic plc. He qualified as a chartered accountant with Deloitte and has over 25 years' experience in finance and leadership roles within the drinks manufacturing and distribution sector. Prior to joining Britvic in 2011, Simon worked for global drinks manufacturer Diageo plc, spending 20 years managing several of the company's international business units, ultimately becoming Managing Director of Diageo Great Britain.
Skills and contribution: Simon is an accomplished Executive with proven finance, leadership and business skills in a consumer facing industry.
As a sitting Chief Executive of a FTSE 250 company Simon is well versed in the investment, stakeholder and ESG environment in which large companies operate. Given his extensive experience in a consumer facing sector, Simon has a strong customer-focus, with expertise in brand building, marketing and strategy. As the leader of a large organisation, Simon also brings to the Board a strong practical understanding of organisational purpose, culture and employee engagement. Overall, Simon's background and skills enable him to make a valuable contribution to the Board's decision-making and the development of the Group's customer-focused strategy.
Date of appointment: 1 April 2020
Committee membership: Member of the Audit, Remuneration and Nomination Committees.
Trustee of the Persimmon Charitable Foundation.
Experience and external appointments: Since 2017 Joanna Place has been the Chief Operating Officer of the Bank of England with responsibility for the day-to-day management of the Bank including finance, technology, information and physical security, human resources, property and procurement. Before her appointment as COO Jo was the Bank's HR Director for three years.
Skills and contribution: Jo has over 30 years' experience at the Bank of England, including leading teams in banking, statistics and regulation. Jo's broad management experience and external perspective is a valuable addition to the Board. Jo adds to the diversity of skills and views on the Board and provides valuable insight into human resources matters, diversity, organisational culture, sustainability and stakeholder views.
Date of appointment: 1 July 2020
Committee membership: Chair of the Remuneration Committee and member of the Nomination Committee.
Experience and external appointments: Annemarie Durbin has 30 years broad-based retail, commercial, corporate and institutional banking experience across Asia, Africa & the Middle East and is an experienced coach and mentor. Annemarie spent the bulk of her executive career at Standard Chartered, the FTSE 100 international bank. She held a variety of global business and functional roles including being CEO of a FTSE 250 equivalent listed company in Thailand, culminating in membership of the Group Executive Committee. Annemarie has subsequently become an experienced Board Chair, Independent Non-Executive Director and Remuneration Committee Chair.
Annemarie is a Non-Executive Director and Remuneration Committee Chair of W H Smith PLC and Santander UK plc, and is Board Chair of Merryck & Co, a leading coaching and mentoring group.
Skills and contribution: Annemarie is a highly experienced international business executive, with a strong background in banking, diversity and inclusion, transformation, corporate governance and human resources. Annemarie is a qualified lawyer, coach and conflict mediator. Annemarie's experience and knowledge are valuable additions to the Board as the Group continues to implement its programme of business improvement.
Date of appointment: 4 January 2021
Committee membership: Member of the Audit and Nomination Committees.
Experience and external appointments: Andrew Wyllie is an experienced construction sector executive and was Chief Executive of Costain Group PLC for 14 years, until his retirement in 2019. Previously, Andrew was Managing Director of Taylor Woodrow Construction and a member of the Group Executive Committee at Taylor Woodrow Plc. During his career, Andrew has worked on a variety of major contracts and projects in Saudi Arabia, Ghana, the Falklands, Malaysia and the United Kingdom.
Andrew currently serves as a Non-Executive Director on the Boards of Yorkshire Water and BMT Group Ltd. He was previously a Non-Executive Director of Scottish Water and President of the Institution of Civil Engineers.
Andrew has an MBA from London Business School and is a Fellow of the Royal Academy of Engineering. For his services to Engineering and Construction, Andrew was awarded a CBE.
Skills and contribution: Andrew has a long and successful track record within the construction industry and brings highly relevant sector experience to the Board. Andrew's industry knowledge, expertise and perspective will be a valuable addition to the Board as the Group continues to build a sustainable business in every sense.
The proposed amendments to the Company's Articles of Association (the 'Articles') are designed to meet the following objectives:
A 'hybrid' shareholder meeting is a physical shareholder meeting with an electronic component whereby shareholders can choose to take part (including speaking and voting) electronically or by attending in person at a physical location (at which the Chair of the meeting will preside).
Ensuring that the Company has clear powers to hold hybrid shareholder meetings gives the Board greater flexibility to embrace new technology and facilitate wider shareholder engagement. This technological shift has been accelerated by the Covid-19 pandemic.
The Financial Reporting Council ('FRC') has urged companies to consider how to engage appropriately with shareholders (particularly retail shareholders) and is encouraging an increase in the use of technology to facilitate robust virtual interactions and supports companies facilitating electronic participation in their general meetings.
Approving the proposed amendments to the Articles will not oblige the Company to hold hybrid meetings in the future but will ensure that it has clear powers to do so.
The proposed amendments to the Articles will not entitle the Company to dispense with physical meetings but will facilitate electronic participation alongside the physical meeting which will be convened and held at a stated venue. Subject to prevailing Government regulations from time to time, the Company has no intention to hold virtual-only meetings.
The provisions in relation to 'hybrid' meetings are set out in new Articles 77 and 78. New Articles 75 and 76 are also proposed to provide clear authority for the Company to enable shareholders to participate in general meetings from 'satellite' venues at different locations from the main venue of the meeting, on a basis which is consistent with the provisions in relation to 'hybrid' meetings.
Articles 137 to 141 of the Company's current Articles set a limit on the powers of the directors to authorise borrowings by the company. With effect from January 2019, International Financial Reporting Standard 16 (IFRS 16 Leases) has been amended to require leases to be accounted for as a liability on the lessee's balance sheet. The proposed amendment to the Articles will clarify that for the purposes of determining the borrowing restrictions, such leases are excluded from the calculation of 'monies borrowed'.
The proposed amendment to exclude lease liabilities from borrowings will ensure that the ratio of borrowings to adjusted capital and reserves is not artificially impacted as a result of this accounting change.
The amendment is to be found in new Article 140(j)(G).
Article 74 of the current Articles designates certain business to be conducted at the annual general meeting as 'routine business'. There is no legal or other requirement to distinguish between 'routine business' and 'special business' at an annual general meeting in the Articles and the designation in Article 74 is not consistent with FCA practice in relation to normal business of annual general meetings for the purposes of the Listing Rules.
Accordingly, it is proposed that this Article be removed.
Articles 45 and 46 empower the Company to issue bearer warrants representing entitlements to fully paid shares. Since the enactment of the Small Business, Enterprise and Employment Act 2015 UK companies are prohibited from issuing bearer shares or bearer warrants representing shares.
Accordingly, it is proposed that this Article be removed.
The Company has no B Shares, C Shares or deferred shares in issue and has no intention of issuing any. Accordingly, it is proposed that Articles 14A, 14B and 14C be removed.
Amendments are proposed, to clarify the provisions of the Articles dealing with uncertificated shares and bring them more into line with modern practice. The principal amendment is to Article 23, with consequential amendments to Articles 18(b), 19(a), 47, 48 and 53.
Consistent with developing modern practice, it is proposed that the Articles be amended to use gender neutral terminology. References to the 'Chairman' would be replaced by references to the 'Chair' and gender neutral pronouns would be adopted throughout the Articles.
In addition to the amendments described above, a number of consequential, technical and other minor amendments and updates to the Articles are proposed. These, together with the amendments described above, are marked on the copy of the amended Articles which can be inspected at Persimmon House, Fulford, York YO19 4FE or may be viewed on the Company's website at www.persimmonhomes.com/corporate/investors/shareholderinformation/meeting-information.
These include an amendment to Article 21 which removes the exception for executors and trustees of a deceased holder to the restriction on the number of persons who may be registered as joint holders of a share to four. This is consistent with market practice.
(Incorporated and registered in England and Wales with registered number 1818486)
NOTICE IS HEREBY GIVEN that the annual general meeting ('Annual General Meeting' or 'AGM') of Persimmon Plc (the 'Company') will be held at 12 noon on 28 April 2021 at Persimmon House, Fulford, York, YO19 4FE to consider and, if thought fit, to pass the following resolutions. It is intended to propose resolutions 15 to 18 (inclusive) as special resolutions. All other resolutions will be proposed as ordinary resolutions.
That the Directors be and are generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 (the 'Act'), to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company ('Relevant Securities') up to a maximum aggregate nominal amount (within the meaning of section 551(3) and (6) of the Act) of £10,636,306 to such persons at such times and upon such conditions as the Directors may determine, such authority to expire at the conclusion of the Annual General Meeting of the Company to be held in 2022, or if earlier, on 30 June 2022. This authority shall permit and enable the Company to make offers or agreements before the expiry of this authority which would or might require shares to be allotted or Relevant Securities to be granted after such expiry and the Directors shall be entitled to allot shares and grant Relevant Securities pursuant to any such offers or agreements as if this authority had not expired.
That if resolution 14 set out in the notice of the 2021 Annual General Meeting of the Company is passed, the Directors be authorised, pursuant to sections 570(1) and 573 of the Companies Act 2006 (the 'Act'), to allot equity securities (as defined in section 560 of the Act) of the Company for cash under the authority given by that resolution and/ or to sell ordinary shares (as defined in section 560(1) of the Act) held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited:
such authority to expire at the conclusion of the Annual General Meeting of the Company to be held in 2022 or, if earlier, on 30 June 2022 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
'Rights Issue' for the purpose of this resolution means an offer or invitation to acquire equity securities open for acceptance for a period fixed by the Directors to holders of equity securities on the register on a fixed record date in proportion (as nearly as may be) to their respective holdings of such securities or in accordance with the rights attached thereto but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems under the laws of, or the requirements of any regulatory body or any stock exchange in, any territory or any other matter whatsoever.
That in accordance with section 701 of the Companies Act 2006 (the 'Act') the Company is granted general and unconditional authority to make market purchases (within the meaning of section 693(4) of the Act) of any of its ordinary shares of 10 pence each in its capital ('Ordinary Shares') on such terms and in such manner as the Directors may from time to time determine, and where such shares are held as treasury shares, the Company may use them for the purposes of its employee share schemes, provided that:
That the Articles of Association produced to the meeting and initialled by the Chairman of the meeting for the purpose of identification be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association.
By order of the Board
Company Secretary 26 March 2021
Registered Office: Persimmon House Fulford York YO19 4FE Registered in England and Wales No: 1818486
To appoint a proxy via the internet, you should log on to the Computershare website at www.eproxyappointment.com. You will be asked to agree to the terms and conditions for electronic proxy appointment. It is important that you read these terms and conditions as they set out the basis on which proxy appointment via the internet shall take place. This electronic address is provided only for the purpose of communications relating to electronic appointment of proxies.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the meeting to be held on 28 April 2021 and any adjournments of it, by utilising the procedures, and to the address, described in the CREST Manual (available via www.euroclear.com/CREST), subject to the provisions of the Company's articles of association. CREST Personal Members or other CREST Sponsored Members, and those CREST members who have appointed voting service provider(s), should refer to their CREST Sponsor or voting service provider(s), who will be able to take appropriate action on their behalf. In order for a proxy appointment or instruction 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 and Ireland Limited's ('EUI') specifications and must contain the information required for such instructions, as described in the CREST Manual. To be valid, the message must be transmitted so as to be received by the Company's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. 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 Company'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 provider(s) should note that EUI 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 voting service provider(s), to procure that the member's CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by the CREST system by any particular time. In this connection, CREST members and where applicable, their CREST sponsors or voting service provider(s) 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.
If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 12 noon on 26 April 2021 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
A shareholder entitled to attend (if physical attendance is permitted by legislation and UK Government guidelines) and vote at the AGM has the right to ask questions relating to the business being dealt with at the meeting. Shareholders are encouraged to submit any question they would like to have answered at the AGM by sending it, together with their name as it appears on the Company's register of members, to the following email address: [email protected] so as to be received by no later than 12 noon on 28 April 2021. The Company must cause to be answered any such question but no answer need be given if to do so would interfere unduly with the business of the meeting, involve the disclosure of confidential information, or if it would be undesirable in the interests of the Company or the good order of the meeting that the question be answered.
Under section 527 of the Companies Act 2006, members meeting the threshold requirement 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 the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM or any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006.
The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.
Persimmon House Fulford York YO19 4FE
Telephone 01904 642199 Email [email protected]
www.persimmonhomes.com/corporate
(Incorporated and registered in England and Wales with registered number 1818486)
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