AGM Information • May 6, 2020
AGM Information
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If you are in any doubt as to any aspects of the proposals referred to in this document or about the action you should take, you should seek your own personal financial advice from your stockbroker, accountant, solicitor, fund manager or other independent financial adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred your shares in S&U plc, please forward this document, together with the accompanying documents, 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 transmission to the purchaser or transferee. However such documents should not be distributed, forwarded or transmitted into any jurisdiction in which to do so would constitute a breach of the relevant laws of such jurisdiction. If you sell or have sold or otherwise transferred only part of your holding, you should retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.
(incorporated and registered in England and Wales under registration number 342025)
In light of the COVID-19 pandemic and HM Government's 'Stay at Home' measures, Shareholders are not allowed to attend the meeting in person. You are kindly requested to submit your votes by proxy.
You can be assured that no business will be considered other than the resolutions dealt with in this notice of Annual General Meeting 2020.
The form of proxy is enclosed with this Notice. You can also appoint a proxy electronically: please see notes 2 and 3 for further details. Again, you are requested to submit your votes by proxy.
The Q&A which would have taken place at the 2020 AGM will be held as a separate event by conference call at 2.00pm on Tuesday 9 June 2020. All Shareholders are welcome to take part. Details on how to access the conference call are set out in note 9.
Notice convening the Annual General Meeting of S&U plc ("the Company") to be held at 2 Stratford Court, Cranmore Boulevard, Solihull, Birmingham B90 4QT on Tuesday 9 June 2020 at 12.30pm is set out at the end of this document. Shareholders will find enclosed a form of proxy for use in connection with the Annual General Meeting. Shareholders are requested to complete the form of proxy in accordance with the instructions printed on it and return it to the Company's registrars, Link Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and, in any event, so as to arrive no later than 12.30pm on Friday 5 June 2020. As an alternative to completing your hardcopy proxy form, you can appoint a proxy electronically at www.signalshares.com. For an electronic proxy appointment to be valid, your appointment must be received by no later than 12.30pm on Friday 5 June 2020.
Your attention is drawn to the letter from the Chairman of the Company which is set out on pages 2 to 4 of this document which recommends you to vote in favour of the resolutions to be proposed at the Annual General Meeting.
2 Stratford Court Cranmore Boulevard Solihull Birmingham B90 4QT
7 May 2020
To ordinary and preference shareholders
Dear Shareholder
The 2020 Annual General Meeting of the Company will be held at 2 Stratford Court, Cranmore Boulevard, Solihull, Birmingham B90 4QT on Tuesday 9 June 2020 at 12.30pm. The formal notice of the meeting is set out at the end of this document.
I am writing to give you details of the items of business that will be put before the meeting.
This year, shareholders will be asked to approve 16 resolutions. Resolutions 1 to 14 (inclusive) will be proposed as ordinary resolutions. This means that more than 50 per cent of the votes cast must support these resolutions. Resolutions 15 and 16 will be proposed as special resolutions. At least 75 per cent of the votes cast must support these resolutions if they are to be passed.
Each year the directors of the Company are required to lay before the annual general meeting the annual report and accounts of the Company together with the directors' report and auditors' report on those accounts. The annual report and accounts for the year ended 31 January 2020 are available on the Company's website at www.suplc.co.uk. In order to reduce our impact on the environment we encourage shareholders to receive electronic communications wherever possible. If you have elected to receive correspondence in hard copy, the copy of the annual report and accounts for the year ended 31 January 2020 will accompany this document.
As we are a listed company, it is a statutory requirement that the directors' remuneration report (other than the directors' remuneration policy) be subject to an advisory vote by shareholders at the annual general meeting. The directors' remuneration report describes how the Company's directors' remuneration policy has been implemented during the previous financial year and will be implemented in the current financial year. This vote is advisory and not binding, and, therefore, no entitlement of a director to remuneration is conditional on it. The directors' remuneration policy itself was approved by Shareholders at the 2018 AGM and, unless amended, is only required to be approved once every three years.
The directors' remuneration report for the year ended 31 January 2020 is set out in full on pages 26 to 36 of this year's annual report and accounts.
The directors are recommending a final dividend of 50 pence per ordinary share to holders of ordinary shares whose names appear on the register at the close of business on 19 June 2020. If approved, the final dividend will be paid on 10 July 2020.
Resolutions 4 to 10 propose the reappointment of Anthony Coombs, Fiann Coombs, Graham Coombs, Tarek Khlat, Demetrios Markou, Graham Pedersen and Chris Redford as directors of the Company. In accordance with provision 18 of the UK Corporate Governance Code, at each annual general meeting, all directors wishing to continue in office will submit themselves for election or re-election. All of the directors who were reappointed at the 2019 AGM will stand for re-election at the 2020 AGM, with the exception of Guy Thompson who stepped down as director of the Company on 10 February 2020 as part of his planned transition to retirement.
Biographical details of each of these directors are set out on pages 24 and 25 of this year's annual report and accounts and in the case of any non-executive directors proposed to be reappointed further explanation is given on page 39 of this year's annual report and accounts.
The Company is required to appoint auditors at each annual general meeting at which its annual accounts are laid, to hold office until the next such meeting. Therefore, resolution 11 proposes the reappointment of Deloitte LLP as auditors and, in accordance with normal practice, resolution 12 authorises the directors to determine the auditors' remuneration.
The Company's policy is not to make donations to political parties and there is no intention to change that policy. However the Companies Act 2006 ("2006 Act") defines political expenditure, political donations and political organisations very widely such that normal business activities which might not be thought to be political expenditure or a political donation to a political organisation in the usual sense may be included and thus require prior shareholder approval. For example, sponsorship of industry forums, funding of seminars and other functions to which politicians are invited, matching employees' donations to certain charities, expenditure on organisations concerned with matters of public policy, law reform and representation of the business community and communicating with the Government and political parties at local, national and European level may fall under the terms of the 2006 Act.
Accordingly, the Company, in common with many other public companies, proposes to seek authority to incur a level of political donations and political expenditure to cover these kinds of activities on a precautionary basis, in order to avoid possible inadvertent contravention of the 2006 Act. The authority does not purport to authorise any particular donation or expenditure but is expressed in general terms, as required by the 2006 Act. Furthermore, as permitted under the 2006 Act, the authority covers any political donations made or political expenditure incurred, by any subsidiaries of the Company and covers three categories: (i) donations to political parties or independent election candidates; (ii) donations to political organisations; and (iii) political expenditure. Therefore, as a precautionary measure, you will be asked to give the Company authority to make political donations to political parties or independent election candidates not exceeding £20,000 in total, to make political donations to political organisations (other than political parties) not exceeding £20,000 in total and to incur political expenditure not exceeding £50,000 in total.
If given, this authority will expire at the conclusion of the Company's next annual general meeting. It is the directors' intention to renew this authority each year.
Generally, the directors may only allot shares in the Company (or grant rights to subscribe for, or to convert any security into, shares in the Company) if they have been authorised to do so by shareholders.
Resolution 14 is in two parts.
If passed, part (a) of resolution 14 will authorise the directors to allot ordinary shares in the Company (and to grant rights to subscribe for, or to convert any security into, ordinary shares in the Company) in connection with a rights issue only up to an aggregate nominal amount of £151,444 (as reduced by the aggregate nominal amount of any shares allotted or rights granted under part (b) of resolution 14). This amount (before any reduction) represents approximately 10% of the issued ordinary share capital of the Company as at 5 May 2020, being the last practicable date before the publication of this document.
If passed, part (b) of resolution 14 will authorise the directors to allot shares in the Company (and to grant rights to subscribe for, or to convert any security into, shares in the Company) up to an aggregate nominal amount of £151,444 (as reduced by the aggregate nominal amount of any shares allotted or rights granted under part (a) of resolution 14). This amount (before any reduction) represents approximately 10% of the issued ordinary share capital of the Company as at 5 May 2020, being the last practicable date before the publication of this document.
If given, these authorities will expire at the conclusion of the Company's next AGM or on 9 September 2021 (whichever is the earlier). It is the directors' intention to renew the allotment authority each year.
As at the date of this document, no ordinary shares are held by the Company in treasury.
The directors have no current intention to exercise either of the authorities sought under resolution 14. However, the directors consider that it is in the best interests of the Company to have the authorities available so that they have the maximum flexibility permitted by institutional shareholder guidelines to allot shares or grant rights without the need for a general meeting should they determine that it is appropriate to do so to respond to market developments or to take advantage of business opportunities as they arise.
Resolutions 15 and 16, which will be proposed as special resolutions, seek to renew a similar authority granted at the Company's last annual general meeting. If passed, resolution 15 will allow the Company to buy back up to 200,000 4.2 per cent cumulative preference shares. Resolution 16 will, if passed, allow the Company to buy back up to 3,598,506 31.5 per cent cumulative preference shares. The directors have no current intention of exercising either authority and would only do so if they were satisfied that the purchases would be likely to result in an increase in expected earnings per share, and would be in the best interests of shareholders generally.
Any shares purchased under this authority would be cancelled. The board does not intend that any shares will be held as treasury shares.
If given, these powers will expire at the conclusion of the Company's next AGM or on 9 September 2021 (whichever is the earlier). It is the directors' intention to renew these powers each year.
The directors consider that the resolutions set out in the notice of annual general meeting at the end of this document are in the best interests of the Company and its shareholders as a whole and, accordingly, recommend that you vote in favour of them, as the directors intend to do in respect of their own beneficial shareholdings.
You will find enclosed a proxy form appointing the chairman as proxy for use in respect of the annual general meeting. As a member you are entitled to appoint the chairman as proxy to exercise all or any of your rights to attend, speak and vote at the annual general meeting. Please complete and return the form of proxy indicating how you wish your votes to be cast on each of the resolutions.
To be effective, the proxy form must be completed in accordance with the instructions printed on it and returned as soon as possible but, in any event, so as to reach the Company's registrar, Link Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, by no later than 12.30pm on Friday 5 June 2020 (or, in the event that the meeting is adjourned, no later than 48 hours (excluding any part of a day that is not a working day) before the time of any adjourned meeting).
As an alternative to completing your hard-copy proxy form, you can appoint a proxy electronically at www.signalshares.com. For an electronic proxy appointment to be valid, your appointment must be received by no later than 12.30pm on Friday 5 June 2020 (or, if the meeting is adjourned, no later than 48 hours (excluding any part of a day that is not a working day) before the time of any adjourned meeting).
Yours sincerely
Anthony Coombs Chairman
Notice is hereby given that the 2020 Annual General Meeting of S&U plc will be held at 2 Stratford Court, Cranmore Boulevard, Solihull, Birmingham B90 4QT on Tuesday 9 June at 12.30pm for the following purposes:
To consider and, if thought fit, pass the following resolutions. Resolutions 1 to 14 (inclusive) will be proposed as ordinary resolutions and resolutions 15 to 16 will be proposed as special resolutions.
in each case, during the period beginning with the date of the passing of this resolution and ending on the conclusion of the next AGM of the Company after the passing of this resolution or on 9 September 2021 (whichever is the earlier). In any event: (i) the aggregate amount of Political Donations and Political Expenditure to be made or incurred by the Company and its subsidiaries pursuant to this resolution shall not exceed £90,000; and (ii) each of the amounts referred to in this resolution may comprise one or more sums in different currencies which, for the purposes of calculating any such amount, shall be converted at such rate as the directors may, in their absolute discretion, determine to be appropriate.
(a) comprising equity securities (as defined in section 560(1) of the 2006 Act) up to an aggregate nominal amount of £151,444 (such amount to be reduced by the aggregate nominal amount of Relevant Securities allotted pursuant to paragraph (b) of this resolution) in connection with a rights issue:
(i) to holders of ordinary shares in the capital of the Company in proportion (as nearly as practicable) to the respective numbers of ordinary shares held by them; and
but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or any legal or practical problems under the laws of any territory or the requirements of any regulatory body or stock exchange; and
(b) otherwise than pursuant to paragraph (a) of this resolution, up to an aggregate nominal amount of £151,444 (such amount to be reduced by the aggregate nominal amount of Relevant Securities allotted pursuant to paragraph (a)),
provided that (unless previously revoked, varied or renewed) these authorities shall expire at the conclusion of the next AGM of the Company after the passing of this resolution or on 9 September 2021 (whichever is the earlier), save that, in each case, the Company may make an offer or agreement before the authority expires which would or might require Relevant Securities to be allotted after the authority expires and the directors may allot Relevant Securities pursuant to any such offer or agreement as if the authority had not expired.
In this resolution, "Relevant Securities" means shares in the Company or rights to subscribe for or to convert any security into shares in the Company; a reference to the allotment of Relevant Securities includes the grant of such a right; and a reference to the nominal amount of a Relevant Security which is a right to subscribe for or to convert any security into shares in the Company is to the nominal amount of the shares which may be allotted pursuant to that right.
These authorities are in substitution for all existing authorities under section 551 of the 2006 Act (which, to the extent unused at the date of this resolution, are revoked with immediate effect).
Secretary 7 May 2020 Registered office: 2 Stratford Court, Cranmore Boulevard, Shirley, Solihull, West Midlands, B90 4QT.
Any person to whom this Notice is sent who is a person nominated under section 146 of the 2006 Act to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder 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 shareholder as to the exercise of voting rights.
A shareholder which is a corporation may authorise one or more persons to act as its representative(s) at the meeting. Each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual shareholder, provided that (where there is more than one representative and the vote is otherwise than on a show of hands) they do not do so in relation to the same shares.
A proxy may only be appointed in accordance with the procedures set out in this note 2 and note 3 below and the notes to the proxy form.
A form of proxy is enclosed. To be valid, it must be completed, signed and sent to the offices of the Company's registrars, Link Asset Services, PXS , 34 Beckenham Road, Beckenham, Kent BR3 4TU, so as to arrive no later than 12.30pm on Friday 5 June 2020 (or, in the event that the meeting is adjourned, no later than 48 hours before the time of any adjourned meeting).
As an alternative to completing your hard-copy proxy form, you can appoint a proxy electronically at www.signalshares.com. You will need your Investor Code (IVC) to register and use this service. For an electronic proxy appointment to be valid, your appointment must be received by no later than 12.30pm on Friday 5 June 2020 (or, if the meeting is adjourned, no later than 48 hours (excluding any part of a day that is not a working day) before the time of any adjourned meeting).
Any such request must:
Where the Company is required to publish such a statement on its website:
As mentioned on the front of this notice and in the letter from the Chairman, you are requested not to attend this AGM in person but to submit your votes by proxy.
Except as provided above, shareholders who wish to communicate with the Company in relation to the meeting should do so using the email address [email protected]. No other methods of communication will be accepted.
Any electronic communication sent by a Shareholder to the Company which is found to contain a virus will not be accepted by the Company.
United Kingdom 0800 640 6441 United Kingdom (Local) 020 3936 2999 All other locations +44 20 3936 2999
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