AGM Information • Jun 15, 2012
AGM Information
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(incorporated and registered in Scotland under the Companies Act 1985 with registered number SC077438)
19 July 2012
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any matter referred to in this document or as to the action you should take, you should seek your own personal financial advice from a stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if you are not resident in the United Kingdom, from another appropriately authorised independent financial adviser.
If you have sold or otherwise transferred all of your shares in Shanks Group plc, please pass this document, but not the accompanying personalised proxy form, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.
| Chairman's Letter | Page | 1 |
|---|---|---|
| Notice of Annual General Meeting | Page | 2 |
| Directors' Biographies | Page | 5 |
| Explanatory Notes on the Resolutions | Page | 6 |
| Notes on the Notice of Meeting and How to Vote | Page | 8 |
The nearest underground is Liverpool Street station, served by the Circle, Central, Metropolitan and Hammersmith and City lines. Moorgate Station, west of Liverpool Street, is served by the Northern Line.
Liverpool Street Station is served by stations to the north and north east of London.
Leave Liverpool Street station (mainline and underground), making your way to Bishopsgate.
Turn left when you reach Bishopsgate, and walk for about 100 metres, 250 Bishopsgate is a 12 storey glass building on the right.
Dear Shareholder,
I am pleased to be writing to you with details of our AGM which we are holding at the offices of Royal Bank of Scotland, 250 Bishopsgate, London EC2M 4AA on Thursday, 19 July 2012 at 11.00am. The notice of AGM is set out on pages 2 to 4 of this document.
At the AGM all votes will be taken by way of a poll rather than on a show of hands. This means that the votes of all shareholders count, whether they attend the meeting or not. It is intended that the results of the poll votes will be announced to the London Stock Exchange and published on the Company's website by 6.00pm on 19 July 2012. Poll cards will be issued on registration to those attending the meeting.
If you would like to vote on the resolutions to be considered at the AGM but cannot attend the meeting then you can appoint a proxy to exercise all or any of your rights to attend, speak and vote at the meeting by completing the proxy form sent to you with this circular and returning it to our registrar by post at the address stated on the form. They must receive it by 11.00am on Tuesday, 17 July 2012 in order for it to be valid. Alternatively, you may vote or appoint a proxy electronically at the registrar's website, www.eproxyappointment.com, provided that they receive your voting or proxy instructions by 11.00am on Tuesday, 17 July 2012. Shareholders holding shares in CREST may appoint a proxy through the CREST system in accordance with the instructions set out in note 5 on page 8 of this document.
The Shanks Group plc Annual Report and Accounts for the year ended 31 March 2012 and a copy of this circular have been published on the Company's website at www.shanksplc.com/agm2012. To access these documents you will need to have Adobe Acrobat Reader installed. If you have elected to receive shareholder correspondence in hard copy form then you will have received a copy of the Annual Report and Accounts with this circular. Should you wish to change your election at any time, or if you wish to request a hard copy of the Annual Report and Accounts or notice of AGM, you can do so by contacting our registrar, Computershare, on Tel 0870 707 1290 or by writing to Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY.
Resolutions 1 to 14 will be proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 15 to 17 will be proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution. The notes starting on page 6 provide an explanation of the resolutions to be considered at the AGM.
The Board considers that all the resolutions to be considered at the AGM are in the best interests of the Company and its shareholders as a whole and recommend you give them your support by voting in favour of the resolutions as the directors intend to do themselves in respect of their own holdings.
Yours faithfully,
Adrian Auer Group Chairman
15 June 2012
Shanks Group plc T + 44 (0)1908 650 580 Dunedin House, Auckland Park F + 44 (0)1908 650 651 Mount Farm, Milton Keynes www.shanksplc.com Buckinghamshire MK1 1BU United Kingdom
Notice is hereby given that the Annual General Meeting of Shanks Group plc (the "Company") will be held at the offices of Royal Bank of Scotland, 250 Bishopsgate, London, EC2M 4AA on Thursday, 19 July 2012 at 11.00am to consider and, if thought fit, pass the resolutions set out below. Resolutions 1 to 14 (inclusive) will be proposed as ordinary resolutions and resolutions 15 to 17 will be proposed as special resolutions. Voting on each resolution will be by way of a poll.
To receive and adopt the Company's audited accounts for the year ended 31 March 2012 together with the Directors' and Auditors' reports thereon.
To approve the Directors' Remuneration Report for the year ended 31 March 2012.
To declare a final dividend of 2.35 pence per ordinary share for the year ended 31 March 2012.
Resolution 4 To re-elect Mr Adrian Auer as a director of the Company.
Resolution 5 To re-elect Mr Eric van Amerongen as a director of the Company.
To re-elect Mr Peter Johnson as a director of the Company.
Resolution 7
To re-elect Mr Jacques Petry as a director of the Company.
To re-elect Dr Stephen Riley as a director of the Company.
To re-elect Mr Chris Surch as a director of the Company.
To elect Mr Peter Dilnot as a director of the Company.
To re-appoint PricewaterhouseCoopers LLP as auditors of the Company to hold office from the conclusion of the meeting until the conclusion of the next general meeting at which accounts are laid.
To authorise the directors to determine the remuneration of the Company's auditors.
THAT in accordance with section 366 of the Companies Act 2006 (the "Act") the Company and its subsidiaries be and are hereby authorised:
during the period beginning on the date of the passing of this resolution and ending on the earlier of eighteen months from the date of this resolution and the conclusion of the Company's annual general meeting to be held in 2013. For the purpose of this resolution the terms 'political donation', 'political parties', 'independent election candidates', 'political organisation' and 'political expenditure' have the meanings given by sections 363 to 365 of the Act.
THAT:
THAT, subject to the passing of Resolution 14 set out in the notice of the annual general meeting of the Company convened for 19 July 2012, the Board of Directors of the Company (the "Board") be and is hereby generally empowered, pursuant to sections 570 and 573 of the Companies Act 2006 (the "Act"), to allot equity securities (within the meaning of section 560 of the Act) (including the grant of rights to subscribe for, or to convert any securities into, ordinary shares of 10p each in the capital of the Company ('Ordinary Shares')) wholly for cash pursuant to the authority conferred on the Board by such Resolution 14 or by way of a sale of treasury shares (within the meaning of section 560(3) of the Act), as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment of equity securities and the sale of treasury shares:
but so that this authority shall expire (unless previously renewed, varied or revoked by the Company in general meeting) on the earlier of 30 September 2013 or at the conclusion of the next annual general meeting of the Company after the passing of this resolution, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after the expiry of this authority and the Board may allot equity securities pursuant to such offer or agreement as if the authority conferred hereby had not expired.
THAT the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the 'Act') to make one or more market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 10 pence each in the capital of the Company ('Ordinary Shares') on such terms as the directors of the Company may determine provided that:
THAT a general meeting of the Company (other than an annual general meeting) may be called on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution.
By order of the Board
Company Secretary
15 June 2012
Registered Office:
16 Charlotte Square Edinburgh EH2 4DF
Registered in Scotland No. SC077438
Appointed: May 2005 and appointed Chairman in July 2006. Chairman of the Nomination Committee and member of the Remuneration Committee.
Skills and Experience: Adrian has held the position of Finance Director in a number of major companies, notably in the building materials and construction sectors, as well as senior finance positions with BP and ICI. He is Chairman of Addaction, Britain's largest specialist drug and alcohol treatment charity.
Adrian is considered by the Board to be independent.
External Appointments: Chairman of Readymix plc, a nonexecutive director of Electrocomponents plc and AZ Electronic Materials S.A and the Senior Independent Director of Umeco plc.
Appointed: February 2007 and as Senior Independent Director in July 2007. Chairman of the Remuneration Committee and member of the Audit and Nomination Committees.
Skills and Experience: Until January 2008 he was a nonexecutive director of Corus Group plc, a position he held for seven years. Eric has wide ranging European business experience including the telecoms, defence and publishing sectors. He holds a number of non-executive and advisory positions.
Eric is considered by the Board to be independent.
External Appointments: Chairman of the Supervisory Boards of BT Nederland BV and Thales Nederlands BV and also Supervisory Board Member of ANWB BV, HTT NV, Imtech NV, Royal Wegener NV and Essent NV.
Appointed: May 2005. Chairman of the Audit Committee and a member of the Remuneration and Nomination Committees.
Skills and Experience: Peter is a chartered accountant and was Finance Director of Taylor Wimpey plc from 2002 until October 2008. Previously he has held a number of senior positions in the Financial Services sector including those of Group Finance Director of Henderson plc, Chief Financial Officer for Pearl Assurance and Finance Director of Norwich Union Life. He was until December 2010 a non-executive director of Oriel Securities Limited.
Peter is considered by the Board to be independent.
Appointed: September 2010, a member of the Audit, Remuneration and Nomination Committees.
Skills and Experience: Jacques is currently Chairman and CEO of energy provider, Séchilienne Sidec. He was Chairman and Chief Executive of SITA and its parent company Suez Environnement. In 2005 he was appointed Chief Executive of Sodexo Continental Europe and S. America. Since 2007 he has advised corporate and financial sponsors, specialising in Infrastructure and Environmental Services investments
worldwide. He has extensive international non-executive and executive experience.
Jacques is considered by the Board to be independent.
External Appointments: In September 2011 Jacques was appointed as Shanks' nominated director on the board of Hygea SCRL.
Appointed: March 2007, a member of the Audit, Remuneration and Nomination Committees.
Skills and Experience: Stephen is currently the CEO and President, UK-Europe with International Power plc. He has responsibility for European plant operations, finance, energy trading and business development. He is a chartered engineer and joined International Power in 1985, holding senior positions in two UK power stations before being appointed Managing Director of their Australian operations in 2000. From January 2004 to February 2011 he was a director of International Power plc, resigning from that Board following the amalgamation of International Power and GDF SUEZ Energy International.
Stephen is considered by the Board to be independent.
Skills and Experience: Chris was appointed to the Board in May 2009 as Group Finance Director. Following an early career with PricewaterhouseCoopers he joined TI Group plc in 1995 holding a number of audit and finance roles. Following the merger of TI Group with Smiths Group plc in December 2000 he went on to hold further senior finance roles, most recently as Finance Director of their Specialty Engineering division. In the interregnum between Tom Drury's departure and Peter Dilnot's appointment, Chris performed the role of Acting Chief Executive in addition to the duties of Group Finance Director. Chris will be stepping down from the Board and leaving the Company with effect from 31 August 2012 to join FirstGroup plc as Group Finance Director.
Skills and Experience: Peter was appointed to the Board in February 2012. Having graduated from the Royal Military Academy at Sandhurst, Peter spent nine years as an officer in the British Armed Forces. He originally trained as an Army helicopter pilot, and subsequently saw active service with both NATO and the UN. Peter then spent seven years at the Boston Consulting Group working in London and Chicago across a range of industries where he was a leader in its global Industrial and Sales & Marketing Practices. In 2005 he joined Danaher Corporation where he was appointed Group President, Emerging Markets, of its Gilbarco Veeder-Root subsidiary and President of Danaher Middle East.
Shareholders are being asked to receive the audited accounts of the Group for the year ended 31 March 2012 together with the associated reports of the directors and auditors.
Shareholders are being asked to approve the Directors' Remuneration Report for the year ended 31 March 2012, the full contents of which are set out in the Annual Report and Accounts 2012.
Shareholders are being asked to approve a final dividend of 2.35 pence per ordinary share for the year ended 31 March 2012. If so approved, the final dividend will be paid on 1 August 2012 to all shareholders who were on the register of members on 6 July 2012.
All non-executive directors of the Company are required under the Company's Articles of Association to seek annual reelection at each AGM. Any director appointed during the year is also required to stand for election at their first AGM. As such, Mr Auer, Mr van Amerongen, Mr Johnson, Mr Petry and Dr Riley are standing for re-election at this year's AGM and as Mr Dilnot is a new director of the Company he will stand for election in accordance with Company's Articles of Association. Both of the Company's executive directors have contractual notice periods of one year and are required to stand for re-election every three years. The Board does not believe it is necessary to require executive directors to stand for annual re-election as the Chairman and non-executive directors are accountable to shareholders for ensuring the executives perform effectively and a responsibility if necessary to remove them from post if they fail to do so. However, in light of the new UK Corporate Governance Code and emerging practice, the Board will keep the matter of annual re-election under review for future years. Subsequent to the year end the Company announced Chris Surch would be stepping down from the Group Board with effect from 31 August 2012 to take up a new appointment as Group Finance Director of FirstGroup plc. Nevertheless, in accordance with the existing three year re-election requirement, Mr Surch is still required to seek re-election at this year's AGM.
Biographical information in respect of those directors seeking re-election or election at the AGM is set out in the Annual Report and Accounts and on page 5 of this document. Following performance evaluation, the Board recommends to shareholders the re-election and election of these directors, all of whom continue to demonstrate commitment to their respective roles and all of whose individual performance continues to be effective.
The Company is required to appoint auditors at each general meeting at which accounts are presented to shareholders and PricewaterhouseCoopers LLP have indicated their willingness to continue in office. Accordingly, shareholders are being asked to re-appoint PricewaterhouseCoopers LLP as auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company. Shareholders are also being asked to authorise the directors to determine the remuneration of the Company's auditors.
In accordance with the Companies Act 2006 (the "Act"), a company may not make a political donation or incur political expenditure unless it has been authorised by ordinary resolution or the political donation does not exceed £5,000 when aggregated with all group political donations in the past twelve months. Whilst it remains the Company's policy not to make political donations or to incur political expenditure, the terms 'political donation', 'political parties', 'independent election candidates', 'political organisation' and 'political expenditure' are widely defined in the Act, and it is possible that the definitions may include activities which the Company might carry on in the ordinary course of its business, such as participation in functions attended by politicians or participation in review of Governmental policy or law reform. Therefore, in common with other companies, the Company is seeking shareholder approval, on a precautionary basis and to avoid unwitting contravention of the Act, to incur a level of expenditure to cover these activities. Any donations made or expenditure incurred under the authority will be disclosed in the Company's next Annual Report and Accounts.
The directors may not allot new shares in the Company unless authorised by shareholders in a general meeting. Paragraph (a) of Resolution 14 will authorise the directors to allot up to 132,285,737 ordinary shares having an aggregate nominal value equal to £13,228,573, representing approximately 33.33% of the Company's issued ordinary share capital as at 13 June 2012 (being the latest practicable date prior to the publication of this circular).
In line with guidance issued by the Association of British Insurers, paragraph (b) of Resolution 14 will authorise the directors to allot up to a further 132,285,737 ordinary shares in connection with a rights issue having an aggregate nominal value equal to £13,228,573, representing approximately 33.33% of the Company's issued ordinary share capital as at 13 June 2012.
The authorities sought under Resolution 14 will expire on the earlier of 30 September 2013 (being the latest date by which the Company must hold its AGM in 2013) or the conclusion of the AGM held in 2013. The directors do not have any plans at present to issue new shares other than in satisfaction of the exercise of options or awards granted under the Company's employee share schemes.
If the directors wish to allot new shares for cash, the Act states that the new shares must be offered first to existing shareholders in proportion to their existing shareholdings. An offer of this type is called a 'pre-emptive offer' and a shareholder's entitlement to be offered the new shares is known as a 'pre-emption right'. For legal, regulatory and practical reasons, however, it might not be possible or desirable for new shares allotted by means of a rights issue or other pre-emptive offer to be offered to certain shareholders, particularly those resident overseas. Furthermore, it might in some circumstances be in the Company's interests for the directors to be able to allot some shares for cash without having to offer them first to existing shareholders. To enable this to be done, shareholders' statutory pre-emption rights must be disapplied. Accordingly Resolution 15 will empower the directors to allot a limited number of new equity securities without shareholders' statutory pre-emption rights applying to such allotment.
Paragraph (a) of Resolution 15 will confer authority on the directors to make any arrangements which may be necessary to deal with any legal, regulatory or practical problems arising on a rights issue, an open offer or any other pre-emptive offer in favour of ordinary shareholders, for example, by excluding certain overseas shareholders from such issue or offer.
Paragraph (b) of Resolution 15 will disapply shareholders' statutory pre-emption rights by empowering the directors to allot shares for cash on a non-pre-emptive basis but only new shares having a maximum aggregate nominal value of £1,984,286, representing approximately 5% of the Company's issued ordinary share capital as at 13 June 2012 (being the latest practicable date prior to the publication of this notice). The authority under Resolution 15 would also cover the sale of treasury shares for cash.
Resolution 15 is in line with standard practice and the guidelines issued by the Investment Committees of the Association of British Insurers and the National Association of Pension Funds and also has regard to the Pre-Emption Group's 2008 Statement of Principles on Disapplying Pre-Emption Rights.
The authorities sought under Resolution 15 will expire on the earlier of 30 September 2013 (being the latest date by which the Company must hold its AGM in 2013) or the conclusion of the AGM held in 2013.
The Act permits a company to purchase its own shares provided the purchase has been authorised by shareholders in general meeting. Resolution 16, if passed, would give the Company the authority to purchase any of its own issued ordinary shares at a price of not less than 10 pence per share and not more than 5% above the average of the middle market quotations of the Company's ordinary shares as shown on the London Stock Exchange Daily Official List for the five dealing days before any purchase is made. The authority will enable the purchase of up to a maximum of approximately 10% of the Company's ordinary share capital in issue at the date of the AGM, and will expire at the conclusion of the next AGM or on 30 September 2013, whichever is the earlier. The directors' present intentions are that in certain circumstances it may be advantageous for such purchases to be made if they believe that they are generally in the best interests of shareholders and (except in the case of purchases intended to satisfy obligations under share schemes) the expected effect of any purchase would be to increase earnings per share of the remaining ordinary shares.
The directors would only exercise this buy back authority after careful consideration, taking into account market conditions prevailing at the time, other investment opportunities, appropriate gearing levels, the expected effect on the return on embedded value and the overall financial position of the Company. Purchases would be financed out of distributable profits and shares purchased would either be cancelled (and the number of shares in issue reduced accordingly) or held as treasury shares. As at 13 June 2012 there were options and LTIP awards over 6,238,130 ordinary shares in the capital of the Company which represented approximately 1.57% of the Company's issued ordinary share capital at that date. If the authority to purchase the Company's ordinary shares were exercised in full, those options and awards would represent approximately 1.74% of the Company's issued ordinary share capital as at 13 June 2012. As at 15 June 2012, the Company did not hold any treasury shares and there were no warrants over ordinary shares in the capital of the Company.
Under the Act all general meetings of the Company must be held on 21 clear days' notice unless shareholders agree to a shorter notice period on an annual basis and certain other conditions are met. The Company is currently able to call general meetings (other than AGM's) on 14 clear days' notice. The Board is proposing Resolution 17 as a special resolution at the AGM so that the Company can continue to be able to convene general meetings other than AGM's on 14 clear days' notice. The Board intends that this shorter notice period would not be used as a matter of routine, but would only be used where the flexibility was justified by the business of the meeting and it would be to the advantage of shareholders as a whole. If Resolution 17 is passed, the authority to convene general meetings on 14 clear days' notice will remain effective until the Company's next AGM, when it is intended that a similar resolution will be proposed. The notice period for AGM's will remain 21 clear days.
If you wish to attend the AGM in person, you should arrive at the venue in good time to allow your attendance to be registered. It is advisable to have some form of identification with you as you may be asked to provide evidence of your identity to the Company's registrar, Computershare Investor Services PLC (the 'Registrar'), prior to admittance.
Members are entitled to appoint one or more proxies to exercise all or any of their rights to attend, speak and vote at the AGM. A proxy need not be a member of the Company but must attend the AGM to represent a member. To be validly appointed a proxy must be appointed using the procedures set out in these notes and in the notes to the accompanying proxy form. If members wish their proxy to speak on their behalf at the meeting, members will need to appoint their own choice of proxy (not the Chairman of the AGM) and give their instructions directly to them. Members can only appoint more than one proxy where each proxy is appointed to exercise rights attached to different shares. Members cannot appoint more than one proxy to exercise the rights attached to the same share(s). If a member wishes to appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on Tel: 0870 707 1290* or members may photocopy their proxy form. A member may instruct their proxy to abstain from voting on any of the resolutions to be considered at the meeting by marking the 'vote withheld' option when appointing their proxy. It should be noted that 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. The appointment of a proxy will not prevent a member from attending the AGM and voting in person if he or she wishes. A person who is not a member of the Company but who has been nominated by a member to enjoy information rights does not have a right to appoint any proxies under the procedures set out in these Notes and should read Note 9 below.
As an alternative to appointing a proxy using the proxy form or CREST, members can appoint a proxy online at: www.eproxyappointment.com. In order to appoint a proxy using this website, members will need their Control Number, Shareholder Reference Number (SRN) and PIN. This information is printed on the proxy form. If for any reason a member does not have this information, they should contact the Registrar on Tel: 0870 707 1290*. Members may appoint a proxy using the website no later than 48 hours (excluding non-working days) before the time of the AGM or any adjournment of that meeting.
*Calls from the UK mainland will be charged at your service provider's national rate; different charges may apply to mobile telephones. Calls may be recorded and randomly monitored for security and training purpose
A proxy form for use in connection with the AGM is enclosed. To be valid any proxy form or other instrument appointing a proxy, together with any power of attorney or other authority under which it is signed or a certified copy thereof, must be received by post or (during normal business hours only) by hand by the Registrar at The Pavilions, Bridgwater Road, Bristol BS99 6ZY by no later than 48 hours (excluding nonworking days) before the time of the AGM or any adjournment of that meeting. If you do not have a proxy form and believe that you should have one, or you require additional proxy forms, please contact the Registrar on Tel: 0870 707 1290*.
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 and by logging on to the following website: www.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 or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, 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 Registrar (ID number 3RA50) no later than 48 hours (excluding non-working days) before the time of the AGM or any adjournment of that 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 Application Host) from which the Registrar 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 Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed (a) voting service provider(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 system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.
In the case of joint holders, where more than one of the joint holders purports to appoint one or more proxies, only the purported appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first named being the most senior).
Any corporation which is a member can appoint one or more corporate representatives. Members can only appoint more than one corporate representative where each corporate representative is appointed to exercise rights attached to different shares. Members cannot appoint more than one corporate representative to exercise the rights attached to the same share(s).
To be entitled to attend and vote at the AGM (and for the purpose of determining the votes they may cast), members must be registered in the Company's register of members at 6.00 pm on Tuesday, 17 July 2012 (or, if the AGM is adjourned, at 6.00 pm on the day two days prior to the adjourned meeting). Changes to the register of members after the relevant deadline will be disregarded in determining the rights of any person to attend and vote at the AGM.
Any person to whom this notice 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 member by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights.
Members should note that it is possible that, pursuant to requests made by members of the Company under section 527 of the Act, the Company may be required to publish on a website a statement setting out any matter relating to: (a) 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 (b) 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 Act. The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, 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 Act to publish on a website.
Information regarding the AGM, including information required by section 311A of the Act, and a copy of this notice of AGM is available from www.shanksplc.com/agm2012.
As at 13 June 2012 (being the latest practicable date prior to the publication of this notice) the Company's issued share capital consisted of 396,857,212 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 13 June 2012 were 396,857,212 votes.
Any person holding 3 per cent or more of the total voting rights of the Company who appoints a person other than the Chairman of the AGM as his proxy will need to ensure that both he, and his proxy, comply with their respective disclosure obligations under the UK Disclosure and Transparency Rules.
Under section 319A of the Act, the Company must cause to be answered any question relating to the business being dealt with at the AGM put by a member attending the meeting unless answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, or the answer has already been given on a website in the form of an answer to a question, or it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. Members who have any queries about the AGM should contact the Company Secretarial Department by writing to The Company Secretary at Shanks Group plc, Dunedin House, Auckland Park, Mount Farm, Milton Keynes, Buckinghamshire MK1 1BU or by email on [email protected]. Any other electronic address provided in this notice or in any related documents (including the accompanying circular and proxy form) should only be used for the purposes expressly stated.
Copies of the service contracts of the Company's Executive Directors and the letters of appointment of the Company's Non-Executive Directors will be available for inspection at the registered office of the Company during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this notice until the conclusion of the AGM and on the date of the AGM at the offices of Royal Bank of Scotland, 250 Bishopsgate, London EC2M 4AA from 10.45am until the conclusion of the AGM.
Copies of these documents will also be available for inspection at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) from the date of this notice until the conclusion of the AGM.
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