AGM Information • Apr 28, 2023
AGM Information
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(Incorporated and registered in England and Wales under number 10476913)
This document should be read as a whole. Your attention is drawn to the letter from the Executive Chairman of S4Capital plc (the 'Company') set out on page 2 of this document which contains the recommendation by the Directors of the Company to shareowners to vote in favour of the resolutions to be proposed at the Annual General Meeting.
Notice of the Annual General Meeting of the Company to be held at The Hewett Building, 14 Hewett Street, London EC2A 3NP and electronically (in accordance with the instructions set out on pages 22-23) at 1.00 pm on Friday 9 June 2023 is set out at the end of this document. Shareowners will also find enclosed with this document a form of proxy for use in connection with the Annual General Meeting.
Whether or not you propose to attend the Annual General Meeting in person or electronically, please complete and submit the form of proxy in accordance with the instructions printed on the enclosed form. The form of proxy must be received by Share Registrars Limited no later than 1.00 pm on Wednesday 7 June 2023. Alternatively, a proxy may be appointed online at www.shareregistrars.uk.com, click on the 'Proxy Vote' button and then follow the on-screen instructions, or if you hold shares in CREST, by using the CREST electronic proxy appointment service.
If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker, solicitor, accountant or other professional adviser or other independent adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your ordinary shares in the Company, please pass this document, together with the accompanying documents, as soon as possible to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.
(incorporated and registered in England and Wales under number 10476913)
Sir Martin Sorrell (Executive Chairman) Christopher S. Martin Colin Day (Independent Non-Executive) Daniel Pinto (Independent Non-Executive) Elizabeth Buchanan (Independent Non-Executive) Margaret Ma Connolly (Independent Non-Executive) Mary Basterfield Naoko Okumoto (Independent Non-Executive) Paul Roy (Non-Executive) Peter Miles Young (Independent Non-Executive) Rupert Faure Walker (Senior Independent Director) Scott Spirit Sue Prevezer (Independent Non-Executive) Victor Knaap Wesley ter Haar
Registered Office:
12 St James's Place London SW1A 1NX
13 April 2023
I am pleased to invite you to the Company's Annual General Meeting which will be held at The Hewett Building, 14 Hewett Street, London EC2A 3NP and electronically in accordance with information provided on pages 22-23 at 1.00 pm on 9 June 2023.
The Annual Report and Accounts for the year ended 31 December 2022 (the '2022 Annual Report') has been made available on the Company's website at www.s4capital.com.
The purpose of the Annual General Meeting is to seek shareowners' approval for the resolutions. It is also an opportunity for shareowners to express their views and to ask questions of the Directors of the Company (the 'Board'), and shareowners will be able to ask questions either in person or electronically at the meeting. We, as your Board, are committed to open dialogue with our shareowners and we value the Annual General Meeting as an excellent means to engage with you directly. Shareowners can also submit questions to the Board in advance of the AGM by emailing [email protected] by no later than 1.00 pm on 7 June 2023. Please include your full name and shareholder reference number.
Whether or not you intend to attend the meeting (either personally or electronically), we would urge you to complete, sign and return the accompanying Form of Proxy, and send it to our registrar, Share Registrars Limited. Alternatively, a proxy may be appointed online at www.shareregistrars.uk.com click on the 'Proxy Vote' button and then follow the on-screen instructions, or if you hold shares in CREST, by using the CREST electronic proxy appointment service.
Proxy appointments must be received by Share Registrars Limited by no later than 1.00 pm on Wednesday 7 June 2023.
In the opinion of the Directors, each of the resolutions to be proposed at the Annual General Meeting is in the best interests of the Company and shareowners as a whole. Accordingly, the Directors recommend that shareowners vote in favour of the resolutions at the Annual General Meeting, as the Directors intend to do in respect of their own beneficial holdings of Ordinary Shares, which amount to approximately 20.01% of the issued Ordinary Shares of the Company.
Yours faithfully
Sir Martin Sorrell Executive Chairman
(Incorporated and registered in England and Wales under number 10476913)
Notice is hereby given that the Annual General Meeting ('AGM') of S4Capital plc (the 'Company') will be held at The Hewett Building, 14 Hewett Street, London EC2A 3NP and virtually on Friday 9 June 2023 at 1.00 pm to transact the following business:
To consider, and if thought fit to pass, the following resolutions, of which resolutions 1-20 (inclusive) are ordinary resolutions and require a simple majority of the votes cast to be in favour in order to be passed. Resolutions 21-25 (inclusive) are special resolutions which require a 75% majority of the votes cast to be in favour in order to be passed. Further details are set out in the explanatory notes in this document.
and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.
The authorities conferred on the Directors to allot securities under paragraphs (a) and (b) will expire at the conclusion of the Annual General Meeting of the Company to be held in 2024 or at the close of business on 8 September 2024), whichever is sooner (unless previously renewed, varied or revoked by the Company at a General Meeting). The Company may, before these authorities expire, make an offer or enter into an agreement which would or might require such securities to be allotted after such expiry and the Directors may allot such securities in pursuance of that offer or agreement as if the power conferred by this resolution had not expired.
and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
(b) the allotment of equity securities for cash (otherwise than pursuant to paragraph (a) above) up to an aggregate nominal amount of £14,358,192, representing 10% of the total issued share capital as at 12 April 2023, such authorities to expire at the conclusion of the Annual General Meeting of the Company to be held in 2024 or at the close of business on 8 September 2024, whichever is sooner (unless previously renewed, varied or revoked by the Company at a General Meeting). The Company may, before these authorities expire, make an offer or enter into an agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of that offer or agreement as if the power conferred by this resolution had not expired.
such authority to expire at the conclusion of the Annual General Meeting of the Company to be held in 2024 or at the close of business on 8 September 2024, whichever is sooner (unless previously renewed, varied or revoked by the Company at a General Meeting). The Company may, before this authority expires, make an offer or enter into an agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of that offer or agreement as if the power conferred by this resolution had not expired.
such authority to expire at the conclusion of the Annual General Meeting of the Company to be held in 2024 or at the close of business on 8 September 2024, whichever is sooner (unless previously renewed, varied or revoked by the Company at a General Meeting). The Company may before this authority expires, make an offer or enter into an agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of that offer or agreement as if the power conferred by this resolution had not expired.
*Special resolution
By order of the Board
Caroline Kowall General Counsel and Company Secretary 13 April 2023 Registered Office: 12 St James's Place, London SW1A 1NX Registered in England and Wales with registered number 10476913
Resolutions 1 – 20 (inclusive), are proposed as ordinary resolutions. For each of these to be passed, more than half of the votes cast must be in favour of the relevant resolution. Resolutions 21 to 25 inclusive are proposed as special resolutions. For each of these to be passed, at least three quarters of the votes cast must be in favour of the resolution.
An explanation of each of the resolutions is set out below:
The Directors are required to present to the Annual General Meeting the audited accounts and the Directors' and Auditors' Reports for the financial year ended 31 December 2022 (the '2022 Annual Report'). The 2022 Annual Report can be found on our website www.s4capital.com
In accordance with section 439 of the Companies Act 2006 (the 'Act'), shareowners are requested to approve the Directors' Remuneration Report. The Directors' Remuneration Report is set out on pages 94-116 of the 2022 Annual Report. The vote on Resolution 2 is advisory and will not directly affect the way in which the pay policy has been implemented or the future remuneration that is paid to any Director.
The Directors' Remuneration Policy was approved by shareowners at the Annual General Meeting of the Company held on 16 June 2022 for a period of up to three years and is, therefore, not required to be put to shareowners for approval at this year's AGM. It will be put to shareowners for approval again by no later than the Annual General Meeting in 2025. A summary of the Directors' Remuneration Policy can be found on pages 71-79 of the 2021 Annual Report.
In accordance to the UK Corporate Governance Code and the Company's articles of association, which provide for all directors to subject to annual election or re-election by shareowners, al directors are standing for election or re-election at this year's AGM.
The Directors believe that the Board offers an appropriate balance of knowledge and skills and that all of the Non- Executive Directors are independent in character and judgement. The Nomination and Remuneration Committee, which considers the balance of the Board and the mix of skills, knowledge and experience of its members, has considered and recommends to the Board the appointment of all of the Directors of the Company standing for election or re-election. The Senior Independent Director confirms that the Non-Executive Directors continue to demonstrate effective performance and commitment to the role and have sufficient time to meet their responsibilities.
Biographical details of each of the Directors standing for election or re-election are set out pages 11-16.
The Company is required at each general meeting at which the Company's Annual Report and Accounts for the previous financial year are presented to appoint auditors to hold office until the next such meeting. The Board, on the recommendation of the Audit and Risk Committee, recommends the re-appointment of PricewaterhouseCoopers LLP ('PwC') as auditors to the Company and, accordingly, Resolution 18 proposes such re-appointment.
Resolution 19 authorises the Audit and Risk Committee, for and on behalf of the Board, to fix the remuneration of the auditors.
Resolution 20 is proposed to renew the Directors' power to allot shares. Resolution 20(a) seeks to grant the Directors authority to allot, pursuant to section 551 of the Act, shares and grant rights to subscribe for or to convert any security into shares in the Company up to a maximum nominal amount of £47,860,640. This amount represents one third of the Company's issued Ordinary Share capital as at 12 April 2023 (being the latest practicable date prior to the publication of this Notice).
In accordance with latest The Investment Association's Share Capital Management Guidelines, Resolution 20(b) seeks to grant the Directors authority to allot Ordinary Shares in connection with a fully pre-emptive offer in favour of ordinary shareowners up to an aggregate nominal value of £47,860,640 (representing 191,442,563 Ordinary Shares).
This amount represents one third of the Company's issued Ordinary Share capital as at 12 April 2023 (being the latest practicable date prior to the publication of this Notice).
The authorities sought under paragraphs (a) and (b) of this resolution will expire at the conclusion of the Annual General Meeting of the Company to be held in 2024, or at 6.00 pm on 8 September 2024, whichever is sooner. The Directors do not have any present intention to exercise this authority, however they consider it appropriate to maintain the flexibility that this authority provides and therefore the Directors are again seeking to renew this authority.
The Company does not currently hold any of its shares in treasury. If the Company were to create treasury shares, for example through the market purchase of its own shares, the subsequent sale of any treasury shares would be counted as equivalent to the issue of new shares for the purpose of the limitations on the issue of new shares included in Resolution 20.
Resolutions 21, 22 and 23 seek to approve the disapplication of pre-emption rights. The passing of these resolutions would allow the Directors to allot shares for cash and/or sell treasury shares without first having to offer such shares to existing shareowners in proportion to their existing holdings.
The authority under Resolution 21 would be limited to:
Resolution 22 would give the Directors authority to allot a further 10% of the issued Ordinary Share capital of the Company as at 12 April 2023 (being the latest practicable date prior to the publication of this Notice) for the purposes of financing a transaction which the Directors determine to be an acquisition or other capital investment contemplated by the Pre-Emption Group's Statement of Principles most recently published by the Pre-Emption Group prior to the date of this Notice (the 'Statement of Principles').
The disapplication authorities under Resolutions 21 and 22 are in line with guidance set out in the Statement of Principles. The Statement of Principles allow a board to allot shares for cash otherwise than in connection with a pre- emptive offer (i) up to 10% of a company's issued share capital for use on an unrestricted basis and (ii) up to a further 10% of a company's issued share capital for use in connection with an acquisition or specified capital investment announced either contemporaneously with the issue, or which has taken place in the preceding twelve month period and is disclosed in the announcement of the issue.
Resolution 23 would give the Directors authority to allot up to 15% of the issued Ordinary Share capital of the Company as at 12 April 2023 (being the latest practicable date prior to the publication of this Notice) to ordinary shareowners whose jurisdiction of residence may make them ineligible to participate in a general pre-emptive offer to shareowners. As the Company already seeks this additional authority annually, the Board has chosen not to seek authority under Resolutions 21 and 22 in relation to 'follow-on' offers, as permitted by the Statement of Principles.
The Directors have undertaken to use this authority only in order to make private placement offerings of the Company's Ordinary Shares to existing ordinary shareowners who have been excluded from a general preemptive offer of Ordinary Shares because of their jurisdiction of residence.
The Company has a broad global shareowner base and, as such, the Directors consider that the authority being sought under Resolution 23 will enable the Company to treat shareowners equitably in future issues of Ordinary Shares that are intended to take place on an entirely or partly pre-emptive basis.
The authorities contained in Resolutions 21, 22 and 23 will expire at the conclusion of the Annual General Meeting of the Company to be held in 2024 or at the close of business on 8 September 2024, whichever is sooner.
Resolution 24 seeks to approve the purchase by the Company of its own Ordinary Shares in the market, as permitted by the Act. The authority limits the number of shares that could be purchased to a maximum of 57,432,769 Ordinary Shares (equivalent to 10% of the Company's issued Ordinary Share capital as at 12 April 2023 (being the latest practicable date prior to the publication of this Notice)) and sets a minimum and maximum price. The authority will expire at the conclusion of the Annual General Meeting of the Company to be held in 2024 or at the close of business on 8 September 2024, whichever is sooner.
The Directors have no present intention of exercising the authority to purchase the Company's Ordinary Shares but will keep the matter under review, taking into account the financial resources of the Company, the Company's share price and future funding opportunities. The Directors will exercise this authority only when to do so would be in the best interests of the Company and of its shareowners generally, and could be expected to result in an increase in earnings per share of the Company. Any purchases of Ordinary Shares would be by means of market purchase through the London Stock Exchange.
Any shares the Company buys under this authority may either be cancelled or held in treasury. Treasury shares can be re-sold for cash, cancelled or used for the purposes of employee share schemes. No dividends are paid on shares whilst held in treasury and no voting rights attach to treasury shares. The Directors believe that it is desirable for the Company to have this choice as holding the purchased shares as treasury shares would give the Company the ability to re-sell or transfer them in the future and so provide the Company with additional flexibility in the management of its capital base.
Resolution 25 seeks to approve the calling of General Meetings of the Company (other than an Annual General Meeting) on 14 clear days' notice. The minimum notice period required by the Act for General Meetings of the Company is 21 clear days unless (i) shareowners agree to a shorter notice period and (ii) the Company has met the requirements for electronic voting under the Companies (Shareholders' Rights) Regulations 2009. Annual General Meetings must always be held on at least 21 clear days' notice.
The Directors confirm that the shorter notice period would not be used as a matter of routine, but only where flexibility is merited by the business of the meeting, the proposals are time-sensitive and it is thought to be to the advantage of shareowners as a whole. The approval will be effective until the Company's next Annual General Meeting, when it is intended that a similar resolution will be proposed.
Date of appointment to the Board: 28 September 2018
Sir Martin was Founder and CEO of WPP for 33 years, building it from a £1 million 'shell' company in 1985 into the world's largest advertising and marketing services company. When Sir Martin left in April 2018, WPP had a market capitalisation of over £16 billion and revenues of over £15 billion.
Sir Martin supports a number of leading business schools and universities, including his alma maters, Harvard Business School and Cambridge University, and a number of charities, including his family foundation. He has been nominated as one of the TIME 100: The Most Influential People and received the Harvard Business School Alumni Achievement Award.
Date of appointment to the Board: 4 December 2018
Nationality: Dutch
Wesley is Co-Founder of Media.Monks, and former Chief Operating Officer of the legacy MediaMonks brand.
Wesley co-founded MediaMonks in 2001 to focus on craft and creativity in digital, working tirelessly to grow that company into a creative production powerhouse with global reach and recognition that merged with S4Capital in 2018.
Date of appointment to the Board: 4 December 2018
Victor joined Media.Monks in 2003 and led its intercontinental expansion to the 1,100-person powerhouse that merged with S4Capital in 2018.
Today, Victor is responsible for Media.Monks' integrated Content, Data&Digital Media and Technology Services practices in EMEA and leads the development and implementation of Media.Monks' ESG strategy.
Chief Operating Officer
Date of appointment to the Board: 24 December 2018
As Co-Founder and former COO of MightyHive, Christopher has built a career leading successful operations teams and client services organisations in technology industries. Christopher holds a Bachelor of Science degree in Computer Engineering and MBA from The Wharton School.
Prior to co-founding MightyHive, Christopher spent a decade at Yahoo! in multiple leadership positions within Mergers & Acquisitions, Post Merger Integration, Global Controllership and the Advanced Ad Targeting Products business unit.
Date of appointment to the Board: 9 January 2022
Prior to S4Capital, Mary was Group Finance Director at Just Eat PLC, where she led the Finance team through the class 1 merger with Takeaway.com. Her experience spans e-commerce, media, strategy and financial management of businesses undergoing rapid growth and change. Her previous roles include CFO at UKTV and CFO for Hotels.com at Expedia Group Inc.
Date of appointment to the Board: 18 July 2019
Scott joined S4Capital from artificial intelligence company Eureka, where he continues to serve as a board member and adviser. Previously, Scott spent almost 15 years at WPP in various roles in London, Shanghai and Singapore and was ultimately the Global Chief Strategy and Digital Officer.
In 2006 Scott moved to China and oversaw a period of rapid growth and multiple acquisitions, responsible for WPP´s corporate strategy and growth agenda. Scott was also a director of Nairobi-listed WPP-Scangroup PLC. Prior to WPP, Scott worked at Deloitte and Associated Newspapers.
• Board Member, Eureka AI
Date of appointment to the Board: 12 July 2019
Elizabeth is Chief Commercial Officer of Rokt, the leading global ecommerce technology company.
A proven tech and business executive with passion for transformation, Elizabeth has spent 25 years in technology, marketing and advertising.
Senior Independent Non-Executive Director
Date of appointment to the Board: 28 September 2018
Rupert qualified as a Chartered Accountant with Peat Marwick Mitchell in 1972. He joined Samuel Montagu in 1977 to pursue a career in corporate finance. Over a period of 34 years Rupert advised major corporate clients on mergers, acquisitions, IPOs and capital raisings, including advising WPP on its acquisitions of JWT, Ogilvy & Mather and Cordiant, together with related funding. He was appointed a director of Samuel Montagu in 1982 and was Head of Corporate Finance between 1993 and 1998.
He was a Managing Director of HSBC Investment Banking until his retirement in 2011.
Date of appointment to the Board: 10 December 2019
Nationality: American and Chinese
Margaret is President and CEO of Asia, Informa Markets, overseeing its businesses in mainland China, Japan, India, Korea, Hong Kong and ASEAN, a portfolio of more than 250 brands, which include industry-leading exhibitions and digital services across 13 countries. Margaret joined UBM in 2008, before its combination with Informa in 2018.
In the last 12 years, she has spearheaded multiple milestones in key market sectors and successfully grown the business through organic development and strategic partnerships. Prior to this, she held senior positions at TNT and Global Sources, and is the co-founder of the leading online expat community ShanghaiExpat.com. Margaret is a member of the Common Purpose Dao Xiang advisory board and received an MBA degree from Oxford Brookes Business School.
• President & CEO of Asia, Informa Markets
Naoko is the Managing Partner and Founder of Niremia Collective, a wellbeing technology fund and leads the investment strategy along with the global community building. She is also the CEO of Amber Bridge Partners, an advisory firm specializing in cross-border business development, investment and operations.
Prior to founding Niremia Collective, she drove US investment and collective impact community building for Mistletoe, a social impact fund founded by Mr. Taizo Son, and was an Executive Advisor at Z Corporation, a blockchain focused fund created by Softbank/Yahoo Japan. She was also a founding partner at World Innovation Lab (WiL), a Silicon Valley/Tokyo based venture capital. Naoko was the Vice President of Strategic Partnership Management at Yahoo Inc. where she managed Yahoo's joint ventures and grew annual revenues from \$16m to \$520m.
Daniel Pinto is the Founder, Chairman and CEO of Stanhope Capital, the global investment management and advisory group overseeing approximately US\$30 billion of client assets. He has considerable experience in asset management and merchant banking having advised prominent families, entrepreneurs, corporations and governments for over 25 years.
Formerly Senior Banker at UBS Warburg in London and Paris concentrating on mergers and acquisitions, he was a member of the firm's Executive Committee in France. He was also Chief Executive of a private equity fund backed by CVC Capital Partners. Daniel founded the New City Initiative, a think tank comprised of the leading independent UK and European investment management firms. He is the author of Capital Wars (Bloomsbury 2014), a book which won the prestigious Prix Turgot (Prix du Jury) and the HEC/Manpower Foundation prize.
Independent Non-Executive Director
Member of the Audit and Risk Committee
Date of appointment to the Board: 14 November 2018
Sue is a qualified solicitor and barrister at Brick Court Chambers, where she practices as an arbitrator and mediator. She has over 30 years of experience of arguing and managing large complex commercial cases at every level of the UK judicial system and in arbitration.
From 2008-2020, Sue was Co-Managing Partner of law firm Quinn Emanuel Urquhart & Sullivan (UK) LLP where her clients included major corporates, funds, investors, trustees, office holders and high net worth individuals, for whom she managed complex, high value, domestic and international litigation. Sue has particular expertise in company, insolvency related, securitisation and restructuring litigation.
Independent Non-Executive Director
Date of appointment to the Board: 28 September 2018
Paul has over 40 years' experience in the banking, brokerage and asset management industries. In 2003, he co-founded NewSmith Capital Partners LLP, an independent investment management company, which was acquired by Man Group in 2015.
Prior to that, he was Co-President of Global Markets and Investment Banking at Merrill Lynch & Co and had responsibility for worldwide Investment Banking, Debt and Equity Markets. He was previously CEO of Smith New Court Plc, a leading market making and brokerage firm on the London Stock Exchange. Between 2007 and 2013, Paul served as Chairman of the British Horseracing Authority, responsible for governance and regulation of the sport.
Independent Non-Executive Director
Date of appointment to the Board: 1 July 2020
Nationality: British
Miles spent almost 35 years at Ogilvy, ultimately as its global Chairman and CEO. He is currently the Warden of New College at Oxford University.
Miles joined what was then the 'advertising' business from Oxford in 1973, eventually moving to Ogilvy & Mather. After a period in the Asia-Pacific region based in Hong Kong, and working especially in China, he moved to New York in 2008 as Chief Executive, then Chairman of Ogilvy & Mather Worldwide. From then until 2016 Miles led a period of strong client growth and creative success.
In 2016, Miles returned to his Alma Mater of New College in Oxford, where he is Warden. He is President of the Oxford Literary Festival and Chair of the Oxford Bach Soloists, amongst other voluntary activities.
Miles is actively engaged in ESG efforts, maintaining oversight of S4Capital's ESG performance and instrumental in the development of disruptive and innovative ESG initiatives.
• Warden of New College, Oxford University
Independent Non-Executive Director
Date of appointment to the Board: 3 August 2022
Colin brings decades of experience in both management and governance roles including Non-Executive Chairman of Premier Foods plc, Chief Executive of Essentra plc and 15 years of experience as Chief Financial Officer of both Reckitt Benckiser plc and Aegis plc.
He has served as a Non-Executive Director on the boards of major UK listed businesses including Amec Foster Wheeler, WPP, Cadbury, Imperial Brands and easyJet.
Shareowners may terminate a proxy instruction but to do so you will need to inform the Company in writing by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Share Registrars Limited at 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX.
Once the Chairman has formally opened the meeting, they will explain the voting procedure. Voting will be enabled on all resolutions at the start of the formal meeting on the Chairman's instruction. This means shareowners may, at any time while the poll is open, vote electronically on any or all of the resolutions in the Notice of Meeting. Resolutions will not be put forward separately.
Once the resolutions have been proposed, the list of resolutions will appear along with the voting options available. Select the option that corresponds with how you wish to vote, 'FOR', 'AGAINST' or 'WITHHELD'. Once you have selected your choice, the option will change colour and a confirmation message will appear to indicate your vote has been cast and received – there is no submit button. If you make a mistake or wish to change your vote, simple select the correct choice, if you wish to 'cancel' your vote, select the 'Cancel' button. You will be able to do this at any time whilst the poll remains open and before the Chairman announces its closure at the end of the meeting.
Shareowners can participate in the AGM electronically, should they wish to do so. This can be done by accessing the meeting website:https://web.lumiagm.com
This can be accessed online using most well-known internet browsers such as Edge, Chrome, Firefox and Safari on a PC, laptop or internet-enabled device such as a tablet or smartphone.
On accessing the meeting website, you will be asked to enter the Meeting ID above.
You will then be prompted to enter your username and access code. These can be found printed on your proxy form.
Access to the meeting will be available from 12.30 pm on 9 June 2023; however, please note that your ability to vote will not be enabled until the Chairman formally declares the poll open.
The meeting will be broadcast in video format. Once logged in, and the at the commencement of the meeting, you will be able to listen and watch the proceedings of the meeting on your device.

Once the Chairman has formally opened the meeting, the voting procedure will be explained. Once voting has opened, the polling icon will appear on the navigation bar. From here, the resolutions and voting choices will be displayed.
Select the option that corresponds with how you wish to vote. Once you have selected your choice, the option will change colour and a confirmation message will appear to indicate your vote has been cast and received. There is no submit button.
If you make a mistake or wish to change your vote, simply select the correct choice. If you wish to 'cancel' your vote, select the 'cancel' button. You will be able to do this at any time whilst the poll remains open and before the Chairman announces its closure.

Shareowners attending electronically may ask questions by typing and submitting their question in writing. Select the messaging icon from within the navigation bar and type your question at the top of the screen. To submit your question, click on the arrow icon to the right of the text box.
An active internet connection is required at all times in order to allow you to cast your vote when the poll opens, submit questions and listen to the audiocast. It is the user's responsibility to ensure you remain connected for the duration of the meeting.

Following receipt of a valid appointment, please contact the Company's registrar before 1.00 pm on 7 June 2023 on 01252 821390 or +44 1252 821390 if you are calling from outside the UK for your username and access code. Lines are open 9.00 am to 5.30 pm Monday to Friday (excluding public holidays in England & Wales).


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