AGM Information • May 3, 2024
AGM Information
Open in ViewerOpens in native device viewer
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)
Notice convening the Annual General Meeting of S&U plc ("the Company") to be held at Nuthurst Grange, Hockley Heath, Notice convening the Annual General Meeting of S&U plc ("the Company") to be held at Nuthurst Grange, Hockley Heath, Warwickshire B94 5NL on Thursday 6 June 2024 at 12.00 noon is set out at the end of this document. In order to reduce the Company's environmental impact, you will not receive a hard copy form of proxy for the 2024 Annual General Meeting in the post automatically (unless you have previously elected to receive hard copy materials). Instead, you will be able to appoint a proxy electronically using the link https://www.signalshares.com or via the LinkVote+ app. Details of how to appoint a proxy in this way are set out on pages 6-8 of this document. For an electronic proxy appointment to be valid, your appointment must be received by no later than 12.00 noon on Tuesday 4 June 2024. Shareholders are requested to submit a hard copy form of proxy in accordance with the instructions in this document and return it as soon as possible and, in any event, so as to arrive no later than 12.00 noon on Tuesday 4 June 2024. CREST members can cast their votes using CREST electronic voting (further details of which are set out on page 7 of this document). If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io.
Your attention is drawn to the letter from the Chairman of the Company which is set out on pages 2 to 3 of this document which recommends you to vote in favour of the resolutions to be proposed at the Annual General Meeting.
3 May 2024
To ordinary and preference shareholders
Dear Shareholder
The 2024 Annual General Meeting of the Company will be held at Nuthurst Grange, Hockley Heath, Warwickshire B94 5NL on Thursday 6 June 2024 at 12.00 noon. 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 19 resolutions, which are summarised below. Resolutions 1 to 17 (inclusive) will be proposed as ordinary resolutions. This means that more than 50 per cent of the votes cast must support these resolutions. Resolutions 18 and 19 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 2024 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 2024 will accompany this document.
As we are a listed company, it is a statutory requirement that the directors' remuneration report (excluding the current 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 report for the year ended 31 January 2024 is set out in full on pages 32 to 34 and pages 44 to 53 of this year's annual report and accounts.
The Company is seeking shareholder approval for its new directors' remuneration policy ("Policy"), as set out on pages 35 to 43 of this year's annual report and accounts. If approved by shareholders, the Policy will take binding effect from the close of the 2024 Annual General Meeting on 6 June 2024. This is a binding vote and, after it takes effect, no payments may be made by the Company to a prospective or current director and no payments for loss of office may be made to current or former directors unless such remuneration is in accordance with the Policy or shareholders otherwise approve the remuneration.
If approved, the Policy will be valid for up to three financial years without further shareholder approval. If the Company wishes to change the Policy within this period, it will need to put the revised policy to a shareholder vote. The directors expect that the Company will next propose a Resolution to approve a new directors' remuneration policy at the Annual General Meeting to be held in 2027. If, for any reason, the Policy is not approved by shareholders at the 2024 Annual General Meeting, the Company will continue to operate under the policy approved at the 2021 Annual General Meeting, and will subsequently seek shareholder approval for a new policy as soon as practicable.
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 21 June 2024. If approved, the final dividend will be paid on 12 July 2024.
Resolutions 5 to 13 (inclusive) propose the reappointment of Ed Ahrens, Anthony Coombs, Graham Coombs, Jack Coombs, Tarek Khlat, Jeremy Maxwell, Graham Pedersen, Chris Redford and Thomas Graham Wheeler in each case, 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 appointed or re-appointed at the 2023 annual general meeting will stand for re-election at this annual general meeting with the exception of Demetrios Markou who retired as a non-executive director on 2 October 2023.
Having considered the performance of, and contribution made by each of the directors, the Board remains satisfied that the performance of each director continues to be effective and that each director continues to demonstrate commitment to the role and, as such, recommends their re-election. Biographical details of each of these directors are set out on pages 30 and 31 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 56 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 presented to shareholders, to hold office until the next such meeting. Therefore, Resolution 14 proposes the reappointment of Mazars LLP as auditors and, in accordance with normal practice, Resolution 15 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 17 is in two parts.
If passed, part (a) of resolution 17 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 £151,884 (as reduced by the aggregate nominal amount of any shares allotted or rights granted under part (b) of resolution 17). This amount (before any reduction) represents approximately 10% of the issued ordinary share capital of the Company as at 2 May 2024, being the last practicable date before the publication of this document.
If passed, part (b) of resolution 17 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 £151,884 (as reduced by the aggregate nominal amount of any shares allotted or rights granted under part (a) of resolution 17). This amount (before any reduction) represents approximately 10% of the issued ordinary share capital of the Company as at 2 May 2024, 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 6 September 2025 (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 17. 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 18 and 19, 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 18 will allow the Company to buy back up to 200,000 4.2 per cent cumulative preference shares. Resolution 19 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 6 September 2025 (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 the 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.
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 AGM. Please submit a form of proxy indicating how you wish your votes to be cast on each of the resolutions.
In order to reduce the Company's environmental impact, you will not receive a hard copy form of proxy for the 2024 Annual General Meeting in the post automatically. Instead, you will be able to appoint a proxy electronically using the link https://www.signalshares.com or via the LinkVote+ app. Details of how to appoint a proxy in this way are set out on pages 6-8 of this document. For an electronic proxy appointment to be valid, your appointment must be received by no later than 12.00 noon on Tuesday 4 June 2024 (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).
Alternatively, you may request a hard copy form of proxy directly from our Registrar, Link Group. Details of how to request, and complete, a hard copy form of proxy are set out on page 6 of this document. To be effective, a hard copy form of proxy must be submitted in accordance with the instructions set out in this document and returned as soon as possible but, in any event, so as to reach the Company's registrars, Link Group, by no later than 12.00 noon on Tuesday 4 June 2024 (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).
CREST members can cast their votes using CREST electronic voting (further details of which are set out on page 7 of this document). If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io.
Yours sincerely
Anthony Coombs Chairman
Notice is hereby given that the 2024 Annual General Meeting of S&U plc will be held at Nuthurst Grange, Hockley Heath, Warwickshire B94 5NL on Thursday 6 June 2024 at 12.00 noon for the following purposes:
To consider and, if thought fit, pass the following resolutions. Resolutions 1 to 17 (inclusive) will be proposed as ordinary resolutions and resolutions 18 and 19 will be proposed as special resolutions.
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).
By Order of the Board
Secretary 3 May 2024
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 4 to note 7 below and the notes to the proxy form.
Members may appoint a proxy online at www.signalshares.com (the "Website") by following the on-screen instructions, in particular at the "Proxy Voting" link. To be effective, your online proxy appointment and instructions must be received by no later than 12:00 noon on Tuesday 4 June 2024 (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). In order to appoint a proxy using the Website, members will need to log into their Signal Shares account, or register if they have not previously done so. To register members will need to identify themselves with their Investor Code which is detailed on their share certificate or available from our Registrar, Link Group, via email at [email protected] or on Tel: 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 – 17:30, Monday to Friday excluding public holidays in England and Wales.
LinkVote+ is a free app for smartphone and tablet provided by Link Group (the company's registrar). It offers shareholders the option to submit a proxy appointment quickly and easily online, as well as real-time access to their shareholding records. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below.
| Apple App Store | GooglePlay |
|---|---|
You may request a hard copy form of proxy directly from our Registrar, Link Group, on Tel: 0371 664 0300 or by emailing [email protected]. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 – 17:30, Monday to Friday excluding public holidays in England and Wales. If you have elected to receive hard copy materials previously, a Form of Proxy is enclosed.
To be effective, your completed and signed form of proxy must be lodged at the office to Link Group at PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL (together with any power of attorney or other authority under which it is signed or a notarially certified copy of such power or authority) by no later than 12:00 noon on Tuesday 4 June 2024 (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).
To appoint more than one proxy using a hard copy form of proxy you may photocopy the form of proxy. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. If possible, all forms should be returned together in the same envelope.
If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. To be effective, your proxy appointment and instructions must be received by no later than 12:00 noon on Tuesday 4 June 2024 (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). 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. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.
CREST members who wish to appoint and/or give instructions to a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) thereof 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 your proxy appointment and instructions made using the CREST service to be effective, the appropriate CREST message (the "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's ("Euroclear") specifications and must contain the information required for such instructions, 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 effective, be transmitted so as to be received by our Registrar, Link Group (CREST ID: RA10), by no later than 12:00 noon on Tuesday 4 June 2024 (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). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Link Group 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 providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s) to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as is necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this regard, CREST members and, where applicable, their CREST sponsors or voting service 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) or the Uncertificated Securities Regulations 2001.
Unless otherwise indicated on the Form of Proxy, CREST, Proxymity or any other electronic voting instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting.
The appointment of a proxy will not preclude a shareholder from attending, speaking and voting in person at the meeting if he or she so wishes. A shareholder or shareholders having a right to vote at the meeting and holding at least five per cent of the total voting rights of the Company, or at least 100 shareholders having a right to vote at the meeting and holding, on average, at least £100 of paid up share capital, may require the Company to publish on its website a statement setting out any matter that such shareholders propose to raise at the meeting relating to either the audit of the Company's accounts (including the auditors' report and the conduct of the audit) that are to be laid before the meeting or any circumstances connected with an auditor of the Company ceasing to hold office since the last annual general meeting of the Company in accordance with section 527 of the 2006 Act.
Any such request must:
Where the Company is required to publish such a statement on its website:
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.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.