AGM Information • Jun 13, 2016
AGM Information
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Registered Office: 16 Charlotte Square Edinburgh EH2 4DF
Registered Number: SC077438
10 June 2016
I am pleased to be writing to you for the first time as your new Chairman, to invite you to this year's Annual General Meeting ('AGM'). We will be holding the AGM at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA on Thursday, 14 July 2016 at 11:00am. Full details of the meeting and the resolutions that will be put to shareholders are set out in the enclosed Notice of Annual General Meeting (the 'Notice').
If you plan to attend the AGM, please bring your Attendance Card with you to the meeting, as this will help speed up the registration process. If you cannot attend, but would like to vote on the resolutions in the Notice, please complete the proxy form and return it to our Registrar by post at the address stated on the form. In order for your proxy form to be considered, the Registrar must receive it no later than 11:00am on Tuesday, 12 July 2016. Alternatively, you may vote or appoint a proxy electronically at the Registrar's website, www.investorcentre.co.uk/eproxy, provided that they receive your voting or proxy instructions by 11:00am on Tuesday, 12 July 2016. Shareholders holding shares in CREST may appoint a proxy through the CREST system in accordance with the instructions set out under point 5 on page 7 of this document.
The Board considers all the resolutions to be considered at the AGM are in the best interest 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.
Finally, I would like to take this opportunity to express my gratitude to my predecessor as Chairman, Adrian Auer, for his commitment and contribution to the Company over more than ten years up to his retirement from the Board at the end of March 2016. I am sure you will join me in wishing him a long and happy retirement.
Yours faithfully
Colin Matthews CBE Group Chairman
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you should consult your stockholder, bank manager, solicitor, accountant or other professional adviser authorised pursuant to the Financial Services and Markets Act 2000. If you have sold or transferred all of your shares in Shanks Group plc, please ensure that this document is passed to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Notice is hereby given that the Annual General Meeting (the 'AGM') of Shanks Group plc (the 'Company') will be held at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA on Thursday, 14 July 2016 at 11.00am to consider and, if thought fit, pass the resolutions set out below. Resolutions 1 to 14 will be proposed as ordinary resolutions and resolutions 15 and 16 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 2016 together with the Strategic, Directors' and Auditors' reports therein.
To approve the Annual Report on Directors' Remuneration for the year ended 31 March 2016, other than the part containing the Directors' Remuneration Policy.
To declare a final dividend of 2.35 pence per ordinary share for the year ended 31 March 2016.
To elect Mr Colin Matthews as a director of the Company.
To re-elect Mr Eric van Amerongen as a director of the Company.
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 Ms Marina Wyatt as a director of the Company.
To re-elect Mr Peter Dilnot as a director of the Company.
To re-elect Mr Toby Woolrych 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 Audit Committee 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:
(a) to make political donations to political parties, political organisations and/or independent election candidates, not exceeding £25,000 in total; and
(b) to incur political expenditure, not exceeding £25,000 in total, during the period beginning on the date of the passing of this resolution and ending on the earlier of 18 months from the date of this resolution or the conclusion of the Company's AGM to be held in 2017. 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 AGM convened for 14 July 2016 (the 'Notice'), the Board be and is hereby generally empowered, pursuant to sections 570(1) and 573 of the Act, to allot equity securities (within the meaning of section 560 of the Act) 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:
THAT the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of 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:
By order of the Board
Philip Griffin-Smith Company Secretary 10 June 2016
Registered Office: 16 Charlotte Square Edinburgh EH2 4DF
Registered in Scotland No. SC077438
Appointed: March 2016 and appointed as Chairman in April 2016. Chairman of the Nomination Committee and member of the Remuneration Committee.
Skills and Experience: Colin currently chairs Highways England Company Limited, formerly the Highways Agency. In his executive career he has been Chief Executive Officer of Heathrow Airport, Hays plc and Severn Trent plc. He has also been Managing Director of Transco and Engineering Director of British Airways. Earlier he worked in the motor industry in Japan and the UK, in strategy consulting and for General Electric in the UK, France and Canada. He has also served as a non-executive director for Mondi plc and Severn Trent plc. Colin is a Fellow of the Royal Academy of Engineering and was awarded the CBE in 2014 for his services to aviation. Colin is a Non-Executive Director of Johnson Matthey Plc. Colin is considered by the Board to be independent.
Appointed: February 2007 and appointed as Senior Independent Director in July 2007. Chairman of the Remuneration Committee and member of the Audit and Nomination Committees.
Skills and Experience: Eric has wide-ranging European business experience, including in the telecoms, defence and publishing sectors. He holds a number of non-executive and advisory positions. Until January 2008 Eric was a non-executive director of Corus Group plc, a position he held for seven years. Eric is Vice Chairman of the Supervisory Boards of BT Nederland BV and Thales Nederlands BV and also a Supervisory Board Member of ANWB BV, Royal Wegener NV and Essent NV. Eric is considered by the Board to be independent.
Appointed: September 2010. Member of the Audit, Remuneration and Nomination Committees.
Skills and Experience: Jacques is currently Chairman of energy provider Albioma, having held the position of both Chairman and CEO until 1 June 2016. 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 South 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.
Appointed: March 2007. Member of the Audit, Remuneration and Nomination Committees.
Skills and Experience: Stephen is a chartered engineer, having graduated with a First-Class Honours degree in Mechanical Engineering from Liverpool University before completing a PhD. He joined International Power in 1985 as a graduate, before going on to hold senior positions in two UK power stations. In 2000 he was appointed Managing Director of their Australian operations. 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, now ENGIE. Stephen remained as CEO and President of GDF SUEZ Energy UK-Turkey, following his resignation, where he was responsible for plant operations, finance, energy trading and business development until his retirement at the end of 2015. Stephen is considered by the Board to be independent.
Appointed: April 2013. Chairman of the Audit Committee and member of the Remuneration and Nomination Committees.
Skills and Experience: Marina is a Fellow of the Institute of Chartered Accountants and is currently the Chief Financial Officer at UBM Plc. Following nine years with Arthur Andersen in London and the US, she then joined Psion Plc as its Group Controller and became Group Finance Director in 1996. In 2002 she was appointed Chief Financial Officer of Colt Telecom Plc and joined TomTom as its Chief Financial Officer in September 2005, where she remained until taking up her current position at UBM Plc in September 2015. Marina is a Member of the Supervisory Board at Lucas Bols NV. Marina is considered by the Board to be independent.
Appointed: February 2012.
Skills and Experience: Prior to joining Shanks, Peter was a senior executive at Danaher Corporation, a leading global industrial business listed on the NYSE. He held a number of progressive general management roles including President Danaher Middle East, Group President Emerging Markets, and President EMEA and Asia of its Gilbarco Veeder-Root subsidiary. Before Danaher, Peter spent seven years at the Boston Consulting Group (BCG) in London and Chicago, working with industrial and pharmaceutical clients and was a leader in BCG's global Sales & Marketing Practice. Peter's earlier career after graduating from RMA Sandhurst was spent as an officer in the British Armed Forces. He originally trained as an Army helicopter pilot and saw active service with both NATO and the UN.
Appointed: August 2012.
Skills and Experience: Toby began his career at Arthur Andersen where he qualified as a Chartered Accountant before becoming Finance Director of Medicom International Ltd, a medical publishing company, in 1992. He joined Johnson Matthey plc as Corporate Development Manager in 1997, going on to become Divisional Finance Director and then Managing Director of one of Johnson Matthey's global specialty chemicals business units. From 2005 to 2008 he was the Chief Financial Officer and Chief Operating Officer at Acta SpA, a renewable energy company, before joining Consort Medical plc as Finance Director.
Shareholders are being asked to receive and adopt the audited accounts of the Group for the year ended 31 March 2016 together with the associated Strategic, Directors' and Auditors' Reports.
This resolution seeks shareholder approval for the Annual Statement by the Chairman of the Remuneration Committee and the Annual Report on Remuneration, which can be found on pages 77 to 92 of the Annual Report and Accounts 2016. The Annual Report on Remuneration on page 85 gives details of the implementation of the Company's current Remuneration Policy in terms of payments and share awards made to directors in connection with their performance and that of the Company during the year ended 31 March 2016. This vote is advisory and directors' entitlement to receive remuneration for the period to 31 March 2016 is not conditional upon it. The Company's Remuneration Policy was approved by shareholders at the AGM in 2014 and will next be submitted for approval at the AGM to be held in 2017, at the latest. The Company's auditors during the year, PricewaterhouseCoopers LLP, have audited those parts of the Directors' Remuneration Report that are required to be audited and their report may be found on pages 97 to 103 of the Annual Report and Accounts 2016.
Shareholders are being asked to approve a final dividend of 2.35 pence per ordinary share for the year ended 31 March 2016. If so approved, the final dividend will be paid on 29 July 2016 to all shareholders who are on the register of members on 1 July 2016.
All non-executive directors of the Company are required under the Company's Articles of Association to seek annual re-election at each AGM. Any director appointed during the year is also required to stand for election at their first AGM. However, in accordance with best corporate governance practice, the full Board, including the executive directors, will retire at the AGM and offer themselves for re-election. Biographical details of each director are set out in the Annual Report and Accounts 2016 and on page 4 of this document. Following performance evaluation, the Board recommends to shareholders the election and re-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 Board also considers each of the non-executive directors to be independent.
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 Audit Committee to determine the remuneration of the Company's auditors.
In accordance with 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 12 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 that 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 132,735,079 ordinary shares having an aggregate nominal value equal to £13,273,507 representing approximately 33.33% of the Company's issued ordinary share capital as at 8 June 2016 (being the latest practicable date prior to the publication of this circular).
In line with guidance issued by the Investment Association, paragraph (b) of Resolution 14 will authorise the directors to allot up to a further 132,735,079 ordinary shares in connection with a rights issue having an aggregate nominal value equal to £13,273,507 representing approximately 33.33% of the Company's issued ordinary share capital as at 8 June 2016 (being the latest practicable date prior to the publication of this circular).
The authorities sought under Resolution 14 will expire on the earlier of 30 September 2017 (being the latest date by which the Company must hold its AGM in 2017) or the conclusion of the AGM held in 2017. 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 that 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 £3,982,052, representing approximately 10% of the Company's issued ordinary share capital as at 8 June 2016 (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 institutional shareholder guidance. The figure of 10% (increased from 5% last year) reflects the Pre-Emption Group 2015 Statement of Principles for the disapplication of pre-emption rights (the 'Statement of Principles'). The directors will have due regard to the Statement of Principles in relation to any exercise of this power, in particular they do not intend to allot shares for cash on a non pre-emptive basis pursuant to this power, in excess of an amount equal to 5% of the total issued ordinary share capital of the Company excluding treasury shares; other than in connection with an acquisition or specified capital investment (within the meaning of the Statement of Principles from time to time) which is announced contemporaneously with the allotment, or which has taken place in the preceding six month period and is disclosed in the announcement of the allotment.
The authorities sought under Resolution 15 will expire on the earlier of 30 September 2017 (being the latest date by which the Company must hold its AGM in 2017) or the conclusion of the AGM held in 2017.
The Act permits a company to purchase its own shares provided the purchase has been authorised by shareholders in a 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 2017, 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 8 June 2016 there were options and LTIP awards over 7,770,859 ordinary shares in the capital of the Company which represented approximately 1.95% 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 2.17% of the Company's issued ordinary share capital as at 8 June 2016. As at 10 June 2016, the Company did not hold any treasury shares and there were no warrants over ordinary shares in the capital of the Company.
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, additional proxy forms may be obtained by contacting the Registrar's helpline on Tel: 0370 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.investorcentre.co.uk/eproxy. 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: 0370 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.
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: 0370 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 nonworking 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 that 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 6.00pm on Tuesday, 12 July 2016 (or, if the AGM is adjourned, at 6.00pm 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 Act to enjoy information rights (a 'Nominated Person') may, under an agreement between them and the member by whom they were 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, they 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 Auditors' 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 Report and Accounts 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 that 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 is available from www.shanksplc.com/agm2016.
As at 8 June 2016 (being the latest practicable date prior to the publication of this Notice) the Company's issued share capital consisted of 398,205,237 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 8 June 2016 was 398,205,237 votes.
Any person holding 3% or more of the total voting rights of the Company who appoints a person other than the Chairman of the AGM as their proxy will need to ensure that both they, and their 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 to [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.
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.
*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 purposes.
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