Pre-Annual General Meeting Information • Oct 13, 2023
Pre-Annual General Meeting Information
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If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser immediately. If you have already sold or otherwise transferred all of your shares in Ricardo plc, please forward this document, together with the accompanying annual report, to the purchaser or transferee, or to the agent who arranged the sale or transfer so that they may be passed on to the purchaser or transferee.
(Incorporated and registered in England and Wales under company number 222915)
Notice of the Annual General Meeting of Ricardo plc (the "Company") to be held at the offices of Liberum Capital Limited, Ropemaker Place, Level 12, Ropemaker Street, London, EC2Y 9LY on Thursday, 16 November 2023 at 10.00 am, is set out on pages 2 to 11 of this circular. Whether or not you propose to attend the Annual General Meeting, please submit your voting instruction online at www.ricardo-shares.com by following the instructions provided. Your proxy vote must be received not less than 48 hours before the time of the holding of the Annual General Meeting.
Notice is hereby given that the Annual General Meeting ("AGM") of Ricardo plc ("the Company") will be held will be held at the offices of Liberum Capital Limited, Ropemaker Place, Level 12, 25 Ropemaker Street, London, EC2Y 9LY on Thursday 16 November 2023 at 10.00 am to consider and, if thought fit, pass the following resolutions, of which resolutions 1 to 16 will be proposed as ordinary resolutions and resolutions 17 to 19 will be proposed as special resolutions.
To receive the reports of the Directors and Auditor and the audited accounts of the Company for the year ended 30 June 2023.
That a final dividend of 8.61 pence per ordinary share recommended by the Directors be declared in respect of the year ended 30 June 2023.
That KPMG LLP be re-appointed as Auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.
To authorise the Audit Committee of the Board to determine the remuneration of the Auditor.
That Judith Cottrell be re-elected as an executive director of the Company.
That Graham Ritchie be re-elected as an executive director of the Company.
That Mark Clare be re-elected as a director of the Company.
That Laurie Bowen be re-elected as a director of the Company.
That Jack Boyer be re-elected as a director of the Company.
That Russell King be re-elected as a director of the Company.
That Malin Persson be re-elected as a director of the Company.
That William Spencer be re-elected as a director of the Company.
That the directors' remuneration report (excluding the directors' remuneration policy referred to in Resolution 14 below) contained within the report and accounts for the year ended 30 June 2023 be approved.
That the directors' remuneration policy, set out on pages 143 to 154 of the report and accounts for the year ended 30 June 2023 be approved.
That the amendments to the rules of the Ricardo plc 2020 Long Term Incentive Plan (the "2020 LTIP") set out in the marked-up version of the 2020 LTIP rules produced to the Meeting and initialled by the Chair for the purposes of identification (as summarised in the Explanatory Notes below) (the "2020 LTIP Amendments") be and are approved and the Board or any duly authorised committee thereof be authorised to amend the rules of the 2020 LTIP to implement the 2020 LTIP Amendments and to do all acts and things necessary or expedient to give effect to the 2020 LTIP Amendments.
That the authority conferred on the directors by Article 4(B) of the Company's Articles of Association to allot relevant securities be renewed for the period expiring 15 months after the date of passing of this resolution or at the conclusion of the next annual general meeting of the Company held after the passing of this resolution (whichever first occurs) and for such period the "section 551 amount" shall be £5,133,008.
That subject to the passing of resolution 16, the power conferred on the Directors by Article 4(C) of the Company's Articles of Association be renewed for the period expiring 15 months after the date of the passing of this resolution or at the conclusion of the next annual general meeting of the Company held after the passing of this resolution (whichever first occurs) and for that period the "section 561 amount" is £777,728. This power shall extend to a sale of treasury shares which is an allotment of equity securities by virtue of section 560(2) of the Companies Act 2006 (the "2006 Act").
That the Company be generally and unconditionally authorised for the purposes of section 701 of 2006 Act to make market purchases (within the meaning of section 693(4) of the 2006 Act) of ordinary shares of 25p in the capital of the Company on such terms and in such manner as the directors of the Company may decide provided that:
That a general meeting other than an annual general meeting may be called by notice of not less than 14 clear days provided that the Company offers the facility to members to vote by electronic means.
By Order of the Board
HARPREET SAGOO GENERAL COUNSEL AND COMPANY SECRETARY Dated 25 September 2023
Registered office: Shoreham Technical Centre Shoreham By Sea West Sussex BN43 5FG
The Directors are required by the Companies Act 2006 (the "2006 Act") to present to the Annual General Meeting the accounts and the reports of the Directors and Auditors for the year ended 30 June 2023.
Final dividends must be approved by shareholders but must not exceed the amount recommended by the Directors. If the Annual General Meeting approves Resolution 2, a final dividend in respect of the financial year ended 30 June 2023 of 8.61 pence will be paid on 24 November 2023 to the ordinary shareholders on the Company's register of members at the close of business on 3 November 2023 in respect of each ordinary share.
The Company is required to appoint an auditor at each general meeting at which the accounts are laid, to hold office until the end of the next such meeting. Resolution 3, which is recommended by the Audit Committee, proposes the re- appointment of KPMG LLP as Auditor of the Company and Resolution 4 follows best practice in giving authority to the Audit Committee to determine their remuneration.
In accordance with the Company's Articles of Association, and in line with the provisions of the UK Corporate Governance Code, each new director appointed to the Board is subject to re-election by the shareholders at the first annual general meeting following their appointment and each previously elected Director is required to stand for re-election at the following annual general meeting.
Biographical details for each Director can be found on pages 114 to 117 of the Annual Report and on the Company's website (www.ricardo.com).
On 1 July 2023, Judith Cottrell joined the Board as an executive director and as Chief Financial Officer designate, and took over the role of Chief Financial Officer when Ian Gibson retired from the Board on 13 September 2023. Judith, a former KPMG accountant, has more than 20 years' experience working in senior financial and operational roles. She was previously the Group Finance Director for RPS plc, and prior to that, she held various senior roles within RPS, including Chief Executive of RPS's UK & Ireland consulting business, and also as RPS Group Strategy Director. Judith previously worked at Ricardo as a Finance Director within its Automotive and Industrial business unit, having originally joined AEA Technology which Ricardo acquired in 2012.
Having served on the Board for more than ten years, Ian Gibson retired from the Board on 13 September 2023 and will not, therefore offer himself for re-election.
Details of Board activity during the year and the 2023 Board evaluation process can be found on page 125 of the Annual Report. Having considered the skills and experience and the performance of, and contribution made by, each Director, and the independence of each Non-executive Director (particularly in respect of those who have served in excess of six years), the Board is satisfied that all Directors continue to be effective and continue to demonstrate a great deal of commitment to their roles and that their respective skills complement each other to enhance the overall operation of the Board of Directors. Through their ongoing consideration of strategic, operational, financial and risk matters, and by providing appropriate challenge to management, the Board considers that all Directors continue to make an important contribution to the long-term sustainable success of the Company. As such, the Board unanimously recommends their re-election.
Listed companies are required to prepare a directors' remuneration report and put a resolution to approve the report (other than the directors' remuneration policy) to shareholders at an annual general meeting. A copy of the Directors' Remuneration Report is set out on pages 137 to 172 (inclusive) of the 2023 Annual Report and Accounts and Resolution 13 seeks approval of the report. In accordance with the Companies Act 2006, the vote on this resolution is advisory and no director's remuneration is conditional upon the passing of this resolution.
This resolution seeks shareholder approval of a revised Directors' Remuneration Policy (the "Policy"), which, if approved, will take effect from the completion of the AGM. The current Directors' Remuneration Policy (the "2020 Policy") was approved by shareholders at the 2020 AGM and has been in operation for almost three years. Current regulations require the Company to keep the 2020 Policy under review and to obtain shareholder approval of its Directors' Remuneration Policy at least every three years. The Policy has been developed to align the Group's remuneration structure with our strategy. The proposed revised Policy will broadly retain the structure of the 2020 Policy but has been updated to reflect changes in best practice and corporate governance, and the outcome of discussions held with the Company's major shareholders. The full Policy is set out on pages 143 to 154 of the report and accounts for the year ended 30 June 2023.
One of the updates to the 2020 Policy is to include a one-off long term incentive plan ("LTIP") 'accelerator' award in 2023 that would vest in 2026 (and for Directors, be released in 2028 following the expiry of a post-vesting holding period). Vesting of this 2020 LTIP accelerator award will be subject to the achievement of ambitious earnings per share targets as more particularly described on page 172 of the report and accounts for the year ended 30 June 2023. Resolution 15 seeks the approval of shareholders to amend the rules of the 2020 LTIP to permit the grant of the LTIP accelerator awards on or after the date of the AGM. Specifically, this removes the 150% of salary individual award limit detailed on page 4 of the Chair's letter to shareholders dated 28 September 2020 that can be found at www. ricardo.com. Instead, this will be replaced, for Directors, by a cross reference to the limit set out in the Policy. The effect of this change is to increase the limit temporarily to allow the 2023 LTIP accelerator awards to be granted before the limit reverts to its previous level as explained on page 149 of the report and accounts for the year ended 30 June 2023.
The full text of the 2020 LTIP rules marked-up to show the proposed amendments will be available for inspection at the place of the AGM for at least 15 minutes before and during the meeting and on the national storage mechanism from the date of this Notice.
The purpose of Resolution 16 is to renew the Directors' authority to allot shares. At the annual general meeting of the Company held on 17 November 2022, the Directors were given authority to allot ordinary shares in the capital of the Company up to a maximum nominal amount of £5,133,008 representing approximately 33% of the Company's issued ordinary share capital as at 19 August 2022. This authority expires on the date of this year's Annual General Meeting and Resolution 16 will, if passed, renew this authority to allot.
The Investment Association ("IA") guidelines state that IA members will permit, and treat as routine, resolutions seeking authority to allot shares representing up to one-third of the Company's issued share capital. Accordingly, in line with these guidelines, this Resolution proposes that the Directors be granted authority to allot shares in the capital of the Company up to a maximum nominal amount of £5,133,008 representing 33% of the Company's issued ordinary share capital as at 12 September 2023. This authority will expire 15 months following the date of passing of the resolution or, if earlier, at the conclusion of the 2024 Annual General Meeting.
The Directors have no present intention to exercise this authority.
As at the date of this Notice, the Company does not hold any ordinary shares in the capital of the Company in treasury.
Resolution 17 will give the Directors authority to allot shares in the capital of the Company, pursuant to the authority granted under Resolution 16, to allot equity securities (as defined by section 560 of the 2006 Act) or to sell treasury shares for cash without first offering them to existing shareholders in proportion to their existing holdings:
This authority will expire 15 months following the date of passing of the resolution or, if earlier, at the conclusion of the 2024 Annual General Meeting.
The Directors have no present intention to exercise this authority.
In certain circumstances, it may be advantageous for the Company to purchase its own shares and Resolution 18 seeks authority for the Company to do so (as permitted by the 2006 Act) up to a maximum of 6,221,828 ordinary shares until the conclusion of the 2024 AGM.
This represents approximately 10% of the ordinary shares in issue as at 12 September 2023 and the Company's exercise of this authority is subject to the maximum and minimum prices specified in Resolution 18.
The Directors have no present intention to exercise this authority. The authority will be exercised only if the Directors believe that it will be in the best interests of the Company to purchase ordinary shares, including to satisfy awards or the exercise of options under employee share schemes, or if the Directors otherwise believe that this will improve earnings per share. The current expectation is that any shares purchased under this authority would either be used to satisfy awards or the exercise of options under employee share schemes or would be held as treasury shares, but the Company would retain the flexibility to cancel any such shares or sell them for cash if it considers this to be in its best interests.
As at 12 September 2023 there were outstanding options and other rights to acquire shares which may be satisfied by the issue of 1,017,588 new ordinary shares representing 1.64 per cent of the Company's issued share capital. If this authority were exercised in full, outstanding options would represent 1.82 per cent of the Company's issued share capital (excluding treasury shares).
Resolution 19 is a resolution to allow the Company to hold general meetings (other than annual general meetings) on 14 days' notice. Before the introduction of the Companies (Shareholders' Rights) Regulations 2009, the minimum notice period permitted by the 2006 Act for general meetings (other than annual general meetings) was 14 days. One of the amendments the Companies (Shareholders' Rights) Regulations 2009 made to the 2006 Act was to increase the minimum notice period for listed company general meetings to 21 days, but with an ability for companies to reduce this period back to 14 days (other than for annual general meetings) provided that:
The Board is therefore proposing this Resolution as a Special Resolution to approve 14 days as the minimum period of notice for all general meetings of the Company other than annual general meetings. This approval will be effective until the 2024 AGM when it is intended that the approval will be renewed. The Company will use this notice period when permitted to do so in accordance with the 2006 Act and when the Directors consider that it is appropriate to do so.
The following notes explain your general rights as a shareholder and your right to attend and vote as this Meeting or to appoint someone else to vote on your behalf.
In each case, instructions must be received not less than 48 hours before the time for holding the Meeting or in the event that the Meeting is adjourned, not less than 48 hours prior to the adjourned Meeting. Appointment of a proxy does not preclude members from attending the Meeting and voting in person, if they should so wish.
If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged 48 hours prior to the time appointed for the Meeting 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.
You may not use any electronic address provided in either (a) this Notice, or (b) any related documents, to communicate with the Company for any purposes other than those expressly stated.
The Annual General Meeting will be held at the offices of Liberum Capital Limited, Ropemaker Place, Level 12, 25 Ropemaker Street, London, EC2Y 9LY on Thursday 16 November 2023 at 10.00 am.
OUR VISION IS TO CREATE A SAFE AND SUSTAINABLE WORLD

A SAFE AND SUSTAINABLE WORLD
WWW.RICARDO.COM
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