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Segro PLC Proxy Solicitation & Information Statement 2018
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Proxy Solicitation & Information Statement
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SEGRO
Notice of the
97th Annual General Meeting
of SEGRO plc
11.00 a.m. on 19 April 2018
RSA House
8 John Adam Street
London WC2N 6EZ
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt about the action you should take, you should seek advice from an independent financial advisor authorised under the Financial Services and Markets Act 2000.
If you have sold or transferred all your shares in SEGRO plc, please hand this document and the accompanying Form of Proxy to the purchaser or transferee, or to your stockbroker or agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.
SEGRO plc
Company Number 167591
Registered in England and Wales
Registered Office: Cunard House, 15 Regent Street, London SW1Y 4LR
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What happens at the AGM?
The 97th Annual General Meeting (AGM or Meeting) of SEGRO plc (the Company) for 2018 will be held at 11.00 a.m. on Thursday, 19 April 2018 at RSA House, 8 John Adam Street, London WC2N 6EZ. The information on this page is a summary of the full Notice of Meeting (Notice) which begins on page 3. An explanation of each of the resolutions to be proposed at the AGM is set out on pages 5, 6 and 7.
AGM Schedule
10.30 a.m. Registration desks open
Refreshments
11.00 a.m. The AGM starts
- Chairman's introduction
- Chief Executive's business update and results for the 2017 financial year
- Questions and answers
- Poll vote on the resolutions
12.00 p.m. AGM closes and light refreshments available
Attending the Meeting
If you are able to attend the Meeting, please bring your Attendance Card with you. It authenticates your right to attend, speak and vote at the Meeting and will speed your admission.
All joint holders can attend and speak at the Meeting, however, only the first shareholder listed on the Register of Members can vote.
The Directors believe that, in the interest of shareholder democracy, it is critical that the voting intentions of all members are taken into account, not just those who are able to attend the Meeting. We therefore propose to put all resolutions at the AGM to shareholders by way of poll rather than a show of hands. The Directors consider that a poll is more democratic since it allows the votes of all shareholders to be counted. Shareholders attending the Meeting will still have the opportunity to ask questions, form a view on the points raised and vote on each resolution.
The map and directions to the AGM venue can be found at the back of this document.
Questions
If you have any questions about the Meeting or your shareholding, please contact our Registrar, Equiniti Limited, by post at: Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA; by telephone on 0371 384 2186 (overseas +44 (0)121 415 0141) (Lines are open from 8.30 a.m. to 5.30 p.m. Monday to Friday, excluding public holidays in England and Wales); or, for shareholders who have already registered with Equiniti's online portfolio service, Shareview, on the internet at www.shareview.co.uk.
Further information
Copies of SEGRO's 2017 Annual Report and Accounts and other shareholder information are available on the Company's website at www.SEGRO.com.
Further information for shareholders and information on how to vote on the resolutions is set out on pages 8 and 9.
Notice of the
97th Annual General Meeting
of SEGRO plc
Notice is hereby given that the 97th Annual General Meeting (AGM or Meeting) of SEGRO plc (the Company) will be held at 11.00 a.m. on Thursday, 19 April 2018 at RSA House, 8 John Adam Street, London WC2N 6EZ.
Ordinary business
To consider and, if thought fit, pass the following resolutions which will be proposed as ordinary resolutions of the Company:
2017 Annual Report and Accounts
- To receive the financial statements and the reports of the Directors and auditor for the year ended 31 December 2017.
Final Dividend
- To declare a final dividend of 11.35 pence per ordinary share to be paid as a Property Income Distribution as recommended by the Directors in respect of the year ended 31 December 2017, payable on 3 May 2018 to holders of ordinary shares registered in the Register of Members at the close of business on 23 March 2018.
Directors' Remuneration Report
- To approve the Directors' Remuneration Report, as set out on pages 84 to 98 of the 2017 Annual Report and Accounts.
Re-election of Directors
- To re-elect Gerald Corbett as a Director.
- To re-elect Soumen Das as a Director.
- To re-elect Christopher Fisher as a Director.
- To re-elect Andy Gulliford as a Director.
- To re-elect Martin Moore as a Director.
- To re-elect Phil Redding as a Director.
- To re-elect Mark Robertshaw as a Director.
- To re-elect David Sleath as a Director.
- To re-elect Doug Webb as a Director.
Election of Directors
- To elect Carol Fairweather as a Director.
Re-appointment of Auditor
- To re-appoint PricewaterhouseCoopers LLP as the Company's auditor to hold office until the conclusion of the next general meeting at which financial statements are laid before the Company.
Auditor's Remuneration
- To authorise the Audit Committee to determine the remuneration of the auditor.
Special business
To consider and, if thought fit, pass resolutions 16, 17, 22 and 23 as ordinary resolutions, and resolutions 18, 19, 20 and 21 as special resolutions.
Political donations and expenditure
- That, in accordance with section 366 of the Companies Act 2006 (2006 Act), the Company at the time at which this resolution is passed, or at any time during the period for which this resolution has effect, is authorised to:
(a) make political donations (as defined in section 364 of the 2006 Act) to political parties (as defined in section 363 of the 2006 Act) or independent election candidates (as defined in section 363 of the 2006 Act), not exceeding £25,000 in total;
(b) make political donations (as defined in section 364 of the 2006 Act) to political organisations other than political parties (as defined in section 363 of the 2006 Act), not exceeding £25,000 in total; and
(c) incur political expenditure (as defined in section 365 of the 2006 Act), not exceeding £25,000 in total,
during the period beginning with the date of the passing of this resolution and ending on the date of the Company's next AGM (or, if earlier, at the close of business on 18 July 2019). In any event, the aggregate amount of political donations and political expenditure made or incurred by the Company and its subsidiaries pursuant to this resolution shall not exceed £50,000.
General authority to allot shares
- That, the Directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the 2006 Act to exercise all the Company's power to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company (Flights) up to an aggregate nominal amount of £33,430,889, on the following terms:
(a) this authority expires (unless previously renewed, varied or revoked) at the end of the Company's next AGM (or, if earlier, at the close of business on 18 July 2019);
(b) the Directors may make offers, and enter into agreements, before the expiry of this authority, which would, or might, require shares to be allotted or Rights to be granted after the authority expires and the Directors may allot shares and grant Rights pursuant to any such offer or agreements as if the authority had not expired; and
(c) the authority is in substitution for all existing unexpired authorities.
General power to disapply pre-emption rights
- That, if resolution 17 is passed, the Directors be and are hereby empowered pursuant to section 570 and section 573 of the 2006 Act to allot equity securities (within the meaning of section 560 of the 2006 Act) for cash pursuant to the authority given by resolution 17 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the 2006 Act did not apply to any such allotment or sale, such power to be limited:
(a) to the allotment of equity securities or sale of treasury shares in connection with an offer or issue of, or invitation to apply for, equity securities in favour of:
(i) ordinary shareholders where the equity securities respectively attributable to the interests of the ordinary shareholders (other than the Company) are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them; and
(ii) holders of other equity securities, as required by the rights of those securities, or as the Directors otherwise consider necessary, and so that the Directors may impose any limits, exclusions or restrictions and make any arrangements which they deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in, or under the laws of, or the requirements of, any relevant regulatory body or stock exchange in, any territory, or any other matter; and
(b) to the allotment (otherwise than pursuant to paragraph (a) above) of equity securities or sale of treasury shares up to a total aggregate nominal amount of £5,014,633,
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such power to apply until the end of the Company's next AGM (or, if earlier, until the close of business on 18 July 2019) but, in each case, prior to its expiry the Directors may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not expired.
Specific power to disapply pre-emption rights in connection with an acquisition or specified capital investment
- That, if resolution 17 is passed, the Directors be and are hereby empowered pursuant to section 570 and section 573 of the 2006 Act, in addition to any power granted under resolution 18, to allot equity securities (within the meaning of section 560 of the 2006 Act) for cash pursuant to the authority given by resolution 17 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the 2006 Act did not apply to any such allotment or sale, such power to be:
(a) limited to the allotment of equity securities or sale of treasury shares up to a total aggregate nominal amount £5,014,633; and
(b) used only for the purposes of financing (or refinancing, if the power is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of the Notice and including development expenditure, such power to expire at the end of the Company's next AGM (or, if earlier, at the close of business on 18 July 2019) but, in each case, prior to its expiry the Directors may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power expires and the Directors may allot equity securities (and sell treasury shares) pursuant to any such offer or agreement as if the power had not expired.
Company's authority to purchase its own shares
- That, the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the 2006 Act to make market purchases (within the meaning of section 693(4) of the 2006 Act) of ordinary shares of 10 pence each in the capital of the Company provided that:
(a) the maximum aggregate number of ordinary shares hereby authorised to be purchased is 100,292,669;
(b) the minimum price which may be paid for each ordinary share (exclusive of expenses) is 10 pence;
(c) the maximum price which may be paid for each ordinary share (exclusive of expenses) shall be the higher of:
(i) an amount equal to 105 per cent of the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange's Daily Official List for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased; and
(ii) an amount that is the higher of the price of the last independent trade and the highest current independent purchase bid on the London Stock Exchange at the time the purchase is carried out;
(d) this authority shall expire (unless previously renewed, varied or revoked) at the end of the Company's next AGM (or, if earlier, at the close of business on 18 July 2019); and
(e) before this authority expires, the Company may make a contract to purchase its ordinary shares under this authority which would or might involve the Company purchasing its own shares after this authority expires and the Company may purchase its ordinary shares pursuant to such contract as if this authority had not expired.
Notice of General Meeting
- That, a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice.
Approval of new SEGRO plc 2018 Long Term Incentive Plan
- That, the establishment of the new SEGRO plc 2018 Long Term Incentive Plan (LTIP), the principal features of which are set out in the summary in Appendix 2 to this Notice, be and is hereby approved and the Directors be and are authorised to do all acts and things necessary to establish and carry the LTIP into effect.
Scrip Dividend
- That, if resolution 17 is passed, the Directors be and are hereby generally and unconditionally authorised to offer holders of ordinary shares, the right to elect to receive ordinary shares in the capital of the Company, credited as fully paid instead of cash, in respect of the whole (or some part, to be determined by the Directors) of dividends declared or paid during the period starting on the date of this resolution and ending on the earlier of 18 April 2021 and the beginning of the third AGM of the Company following the date of this resolution and shall be permitted to do all acts and things required or permitted to be done in Article 154 of the Articles of Association of the Company in connection therewith, including to capitalise, out of such of the sums standing to the credit of reserves (including any share premium account and capital redemption reserve) or profit and loss account as the Directors may determine, a sum equal to the aggregate nominal amount of the additional ordinary shares for allotment and distribution to and amongst the holders of elected ordinary shares on such basis.
The Board confirms that, in its opinion, all of the resolutions are in the best interests of the shareholders of the Company as a whole and unanimously recommends that shareholders vote in favour of them. The Directors intend to vote in favour of the resolutions in respect of their own beneficial shareholdings.
By order of the Board.
Elizabeth Blease
Company Secretary
Cunard House
15 Regent Street
London
SW1Y 4LR
2 March 2018
AGM Resolutions – an explanation
The following pages provide an explanation of the resolutions which are to be proposed at this year's AGM. The Notice can be found on pages 3 and 4.
Ordinary business
Resolution 1 – To receive the financial statements and the reports of the Directors and auditor for the financial year ended 31 December 2017.
For each financial year, the Directors must present the Company's financial statements, the Directors' Report and the Auditor's Report to the shareholders at a general meeting. The 2017 Annual Report and Accounts were made available to shareholders in February 2018.
Resolution 2 – To declare a final dividend of 11.35 pence per ordinary share.
The Company paid an interim dividend of 5.25 pence per ordinary share on 29 September 2017 (with the entire amount being an ordinary cash dividend). The Directors recommend a final dividend of 11.35 pence per ordinary share to be paid as a Property Income Distribution in respect of the year ended 31 December 2017, bringing the total for the year to 16.6 pence per ordinary share. Subject to approval by shareholders, the final dividend will be paid on 3 May 2018 to shareholders on the Register of Members as at the close of business on 23 March 2018.
Resolution 3 – To approve the Directors' Remuneration Report for the financial year ended 31 December 2017.
The Directors are required to prepare an annual report detailing the remuneration of the Directors and a statement by the Chairman of the Remuneration Committee (together, the Directors' Remuneration Report). The Company is required to seek shareholders' approval in respect of the contents of this report on an annual basis. This is an advisory vote.
The Directors' Remuneration Report is set out on pages 84 to 98 of the 2017 Annual Report and Accounts.
Resolutions 4 to 12 – Re-election of Gerald Corbett, Soumen Das, Christopher Fisher, Andy Gulliford, Martin Moore, Phil Redding, Mark Robertshaw, David Sleath and Doug Webb.
The Company's Articles of Association (Articles) require one third of the Directors to retire by rotation at each AGM. However, the UK Corporate Governance Code (the Code) recommends that all Directors stand for annual re-election or election by shareholders.
On 15 February 2018, the Company announced that Baroness Ford intended to retire as an independent Non-Executive Director at the Company's AGM on 19 April 2018. SEGRO remains mindful of the benefits of a diverse Board as it searches for a suitably experienced Non-Executive Director to replace Baroness Ford, see page 76 of the 2017 Annual Report and Accounts for information on the Board Diversity Policy.
Accordingly, in compliance with the Code, all Directors save for Baroness Ford will submit themselves for re-election by the shareholders.
The Board has confirmed that all Directors continue to perform effectively and have demonstrated commitment to their respective roles.
The Company's Nomination Committee has continued to follow the debate around the 2015 ISS Proxy Voting Guidelines in respect of overboarding. The Nomination Committee has considered the commitments of all of the Company's Non-Executive Directors and concluded that each of them has sufficient time to commit to the Company.
The Board is satisfied that each of the Non-Executive Directors continues to be independent in accordance with the Code.
Biographies of all the Directors seeking re-election are set out in Appendix 1
Resolution 13 – Election of Carol Fairweather as Director.
Carol Fairweather was appointed by the Board as a Non-Executive Director with effect from 1 January 2018.
The Articles require any Director who has been appointed by the Board since the last AGM to stand for election as a Director by the shareholders at the following AGM. Accordingly, Carol Fairweather is seeking election as a Non-Executive Director at this year's AGM. The Board is satisfied that Carol Fairweather is independent in accordance with the Code.
The Nomination Committee has considered the commitments of Carol Fairweather and has concluded that she has sufficient time to commit to the Company.
A biography of Carol Fairweather is set out in Appendix 1.
Resolution 14 – To re-appoint PricewaterhouseCoopers LLP as the Company's auditor to hold office from the conclusion of this AGM until the conclusion of the next general meeting at which financial statements are laid before the Company.
The Company is required to appoint an auditor to serve for each financial year. Following the Audit Committee's evaluation of the independence and effectiveness of the auditor it recommended to the Board that PricewaterhouseCoopers LLP be re-appointed as auditor of the Company, to which the Board agreed. PricewaterhouseCoopers LLP has confirmed its willingness to continue to act as the Company's auditor.
Resolution 15 – To authorise the Audit Committee to determine the remuneration of the auditor.
The shareholders of the Company are requested to authorise the Audit Committee to agree the level of the auditor's remuneration.
Special business
Resolution 16 – To authorise political donations under the 2006 Act.
The Company's policy is not to make any donations to political parties. However, the 2006 Act contains restrictions on companies making political donations and incurring political expenditure and it defines these terms very widely. Although the Company does not intend to make political donations or incur political expenditure as the term is currently understood, this authority will ensure that the Company and its subsidiaries do not commit any technical breach that could arise from the wide definitions contained within the 2006 Act when carrying out their normal business activities. As required by the 2006 Act, this resolution is in general terms and does not purport to authorise particular donations or EU political expenditure.
Resolution 17 – Authority to allot shares.
Resolution 17 gives the Directors the authority to allot ordinary shares up to a maximum amount of £33,430,889. Such amount represents approximately one third of the Company's issued ordinary share capital as at 2 March 2018 (being the latest practicable date prior to the publication of the Notice).
Accordingly, under the authorities granted in resolution 17, the Directors would have the authority to allot shares up to a maximum nominal amount of £33,430,889 representing the Investment Association (IA) guidance limit of one third of the Company's issued ordinary share capital as at 2 March 2018 (being the last practicable date prior to the publication of this Notice).
The Company does not currently hold treasury shares.
The Directors have no present intention to exercise the authority sought under resolution 17, except in relation to the Company's scrip dividend scheme and certain remuneration arrangements in relation to the Company's exclusive partnership with the Roxhill Development Group announced on 18 February 2016.
The authorities granted under resolutions 18 and 19 below will allow the Company to allot ordinary shares for cash under resolution 17 without first offering them to existing shareholders in proportion to their existing shareholding for up to a maximum of 10 per cent of the Company's issued share capital only.
Resolution 18 – General power to disapply pre-emption rights.
Resolution 18 will give the Directors authority, in certain circumstances, to allot ordinary shares pursuant to the authority granted under resolution 17, or sell treasury shares, for cash without first offering them to existing shareholders in proportion to their existing shareholding.
The authority would be limited to allotment or sales:
(a) in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of such securities or as the Directors otherwise consider necessary; and
(b) otherwise up to a maximum nominal value of £5,014,633 (representing 50,146,334 ordinary shares). This aggregate nominal amount represents approximately 5 per cent of the Company's issued ordinary share capital as at 2 March 2018 (the last practicable date prior to the publication of this Notice).
In respect of this aggregate nominal amount, the Directors confirm their intention to follow the provisions of the Pre-Emption Group's Statement of Principles (which were last amended on 12 March 2015) (Principles) regarding cumulative usage of authorities within a rolling 3-year period where the Principles provide that usage in excess of 7.5% should not take place without prior consultation with shareholders. This approach is endorsed by the IA.
The authority will expire (unless previously renewed, varied or revoked) at the earlier of close of business on 18 July 2019 and the conclusion of Company's next AGM in 2019.
Resolution 19 – Specific power to disapply pre-emption rights in connection with an acquisition or specified capital investment.
The authority set out in resolution 19 is in addition to that proposed by resolution 18 and would be limited to allotments or sales up to a maximum nominal value of £5,014,633 (representing 50,146,334 ordinary shares) as at 2 March 2018 (being the last practicable date prior to the publication of this Notice) and representing approximately 5 per cent of the Company's issued share capital.
This additional authority is to be used only for the purpose of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment
of a kind contemplated by the Principles, and for the purpose of funding the Company's development pipeline as described in the 2017 Annual Report and Accounts.
The Principles state that, in addition to the standard annual disapplication of pre-emption rights which permits companies to issue for cash on a non-pre-emptive basis equity securities representing no more than 5 per cent of the company's issued ordinary share capital, the Pre-Emption Group is supportive of extending the general disapplication power by an amount equal to 5 per cent of a company's issued ordinary share capital for certain purposes. In accordance with the provisions of the Principles, the Company confirms its intention that the additional power sought by the Company pursuant to this resolution (equal to 5 per cent of the issued ordinary share capital of the Company) can be used in connection with one or more acquisitions or specified capital investments, which are announced contemporaneously with the relevant issue. In May 2016, the Pre-Emption Group recommended that this additional 5 per cent authority be sought in a separate resolution, which is the approach the Company has again taken this year, as in the 2017 AGM.
The Company also seeks authority to use this additional power for the purposes of funding its development pipeline. As a Real Estate Investment Trust, the Company is obliged to distribute 90 per cent of its UK rental profits to shareholders and accordingly cannot retain sufficient earnings to fund its development pipeline. The Company would use this authority to fund the development of specific projects for the purpose of expanding its portfolio and creating assets to hold in line with its strategy as a long-term property investor.
The authority will expire (unless previously renewed, varied or revoked) at the earlier of the close of business on 18 July 2019 and the conclusion of Company's next AGM in 2019.
Resolution 20 – To authorise the Company to make market purchases of its ordinary shares.
Resolution 20 gives the Company authority to buy back its own ordinary shares in the market as permitted by the 2006 Act.
With the authority of shareholders, the Company is empowered by the Articles to buy back its own ordinary shares in the market as permitted by the 2006 Act. This authority sets minimum and maximum prices and limits the number of shares that could be purchased to a maximum of 100,292,669 shares, representing approximately 10 per cent of the Company's issued share capital as at 2 March 2018 (the latest practicable date prior to the publication of the Notice).
The Company renewed its authority to purchase its own shares at the AGM in 2017 and no shares have been purchased pursuant to this authority. The Directors now seek to renew this general authority, which will be exercised only if, in the opinion of Directors, this will result in an increase in earnings per share and would be in the best interests of the Company and its shareholders generally, given the market conditions and the price prevailing at the time. The Board has no present intention to exercise this authority. This general authority will be renewable annually.
The 2006 Act permits companies to hold any shares acquired by way of market purchases in treasury rather than having to cancel them. The Company would consider holding any of its own shares purchased under the authority granted by resolution 20 as treasury shares. This would give the Company the ability to re-issue the treasury shares as and when required quickly and cost effectively
and would provide additional flexibility in the management of the Company's capital base. No dividends would be paid on shares while held in treasury and no voting rights would attach to those shares. However, prevailing circumstances may mean that the shares are cancelled immediately on repurchase.
As at 2 March 2018 (the latest practicable date prior to the publication of the Notice) the total number of options to subscribe for equity shares outstanding was 303,103, which represents 0.03 per cent of the issued ordinary share capital of the Company.
The Company does not currently hold treasury shares.
Resolution 21 – To enable a general meeting other than an AGM to be held on not less than 14 clear days’ notice.
Changes made to the 2006 Act by the Companies Shareholders’ Rights) Regulations 2009 (Regulations) increased the notice period required for general meetings of the Company to 21 days unless shareholders approve a shorter notice period which cannot, however, be less than 14 clear days. AGMs will continue to be held on at least 21 clear days’ notice.
Before the Regulations came into force in August 2009, the Company was able to call general meetings other than an AGM on 14 clear days’ notice without obtaining shareholder approval. In order to preserve this ability, approval is sought for resolution 21.
The shorter notice period would not be used as a matter of routine for such meetings, but only where flexibility is merited by the business of the meeting and is thought to be in the interests of shareholders as a whole. The Company will also need to meet the requirements for electronic voting under the Regulations before it can call a general meeting on 14 days’ notice. The approval will be effective until the next AGM when it is intended that a similar resolution will be proposed.
Resolution 22 – To approve the new SEGRO plc 2018 Long Term Incentive Plan.
The Company is seeking approval for the introduction of a new 2018 Long Term Incentive Plan (the New LTIP). The existing SEGRO plc 2008 Long Term Incentive Plan (the Existing LTIP) was adopted on 30 June 2008 and will expire when it reaches its 10-year anniversary in 2018. The Remuneration Committee considers that the Existing LTIP has been highly effective in motivating Executive Directors and senior employees and rewarding their commitment to the Group, while strengthening their alignment with shareholders. It therefore proposes to introduce the New LTIP as a replacement to the Existing LTIP. The main features of the New LTIP are summarised in Appendix 2. The New LTIP provides for participants to be granted nil-cost options or conditional awards over shares in the Company, and has been designed taking account of best practice, which has evolved since the Existing LTIP was adopted. Malus and clawback provisions under the Existing LTIP have been preserved and shall apply to each Award made under the New LTIP (see section 9 of Appendix 2 for further details).
Resolution 23 – Scrip Dividend
The Board has decided to recommend the renewal of the Directors’ authority to offer a scrip dividend alternative, providing shareholders with an opportunity to receive new fully paid ordinary shares instead of cash in respect of the 2017 final dividend and for all future dividends (including Property Income Distributions) for which the Directors decide to offer a scrip dividend alternative. Subject to the scrip dividend scheme receiving the approval of shareholders,
it will run for three years (in line with investor protection guidelines) ending on the earlier of 18 April 2021 and the beginning of the third annual general meeting of the Company following 19 April 2018. Shareholders who join the scheme will be able to increase their shareholding in the Company without incurring dealing costs or stamp duty. The scheme also gives the Company greater flexibility in managing its capital resources by retaining cash within the business.
The full terms and conditions of the scrip dividend scheme are set out in the Scrip Dividend Scheme Booklet, which can be found on the Company's website at www.SEGRO.com/investors/dividend-information/scrip-dividend-scheme, and should be reviewed alongside this Notice.
Shareholder Information
Appointment of proxies
Any member of the Company entitled to attend, speak and vote at the Meeting may appoint one or more proxies to attend, speak and vote instead of him or her. A member may appoint more than one proxy in relation to the Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by the member. If more than one proxy is appointed, the appointment of each proxy must specify the shares held by the shareholder in respect of which each proxy is to vote.
In the case of most joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's Register of Members in respect of the joint holding (the first-named being the most senior).
A proxy does not need to be a member of the Company but must attend the Meeting to represent the shareholder. Details of how to appoint the Chairman of the AGM or another person as your proxy using the proxy form are set out in the notes to the Form of Proxy. If a member wishes a proxy to speak on his or her behalf at the AGM, a proxy of his or her own choice (not the Chairman) must be appointed and given direct instruction.
Appointment of a proxy will not subsequently preclude a member from attending and voting at the Meeting in person if he or she so wishes.
A proxy form which may be used to make such an appointment and give proxy instructions accompanies the Notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact our Registrar, Equiniti Limited.
The Form of Proxy, any instrument appointing a proxy, together with any power of attorney or other authority under which it was signed (or a notarially certified copy or duly certified copy thereof), to be valid, must be received by post or (during normal business hours) by hand at the Company's transfer office at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA no later than 11.00 a.m. on 17 April 2018, or in the event of an adjournment, not less than 48 hours before the stated time of the adjourned meeting (excluding any part of a day that is not a working day).
Shareholders can vote online by logging onto www.sharevote.co.uk. To use this service shareholders will need their Voting ID, Task ID and Shareholder Reference Number printed on the accompanying Form of Proxy. Full details of the procedure are given on the website. Alternatively, shareholders who have already registered with Equiniti's online portfolio service, Shareview, can vote by logging on to their portfolio at www.shareview.co.uk using your usual user ID and password. Once logged in simply click "view" on the "My Investments" page, click on the link to vote, then follow the on screen instructions. Such votes to be cast by no later than 11.00 a.m. on 17 April 2018.
The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the 2006 Act (nominated persons).
Nominated persons may have a right under an agreement with the registered shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such agreement to give instructions to the person holding the shares as to the exercise of voting rights.
Corporate representatives
Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided they do not do so in relation to the same shares.
Electronic proxy appointment through CREST
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the AGM to be held on 19 April 2018 and any adjournment(s) thereof by utilising the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's 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 as an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in the Notice. 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 the issuer's agent 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 appointees by other means.
CREST members and, where applicable, their CREST sponsor(s) or voting service provider(s) should note that Euroclear UK & Ireland Limited 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(s) or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsor(s) or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertified Securities Regulations 2001.
Share Incentive Plan Form of Direction
Share Incentive Plan participants are requested to complete and sign the Form of Direction sent directly to participants following the posting of the Notice and return it in accordance with the instructions printed thereon as soon as possible, but in any event, so as to be received at Equiniti Share Plan Trustees Limited, c/o
Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by 5.00 p.m. on 13 April 2018. By completing and returning a Form of Direction, the participants will direct the Trustees of the SEGRO plc Share Incentive Plan to vote on their behalf at the AGM of the Company.
Rights
The Annual Report and Accounts is made available to all members of the Company and registered holders of debenture and loan stocks but only holders of ordinary shares are entitled to attend and vote at the Meeting.
To be entitled to attend and vote at the AGM (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company at 6.00 p.m. on 17 April 2018 (or, in the event of any adjournment, on the date which is two days before the time of the adjourned meeting (excluding any part of a day that is not a working day)). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the Meeting.
As an alternative to receiving documentation through the post, the Company offers shareholders the option to receive communications (including annual reports and proxy forms etc.) and documents electronically. If you wish to make such an election you can register on Equiniti's online portfolio service, Shareview at www.shareview.co.uk. It should be noted that you will need to input your unique Shareholder Reference Number which can be found on your Form of Proxy. If you have already made such an election you need take no further action. Registration is entirely voluntary and you can change your election at any time.
Total voting rights
As at 2 March 2018 (being the latest practicable date prior to the publication of the Notice) the Company's issued share capital consisted of 1,002,926,698 ordinary shares of 10 pence each, carrying one vote each. Therefore the total voting rights in the Company as at 2 March 2018 was 1,002,926,698. The Company has no treasury shares.
Members' power to requisition website publication of audit concerns
Under section 527 of the 2006 Act, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid out before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous Meeting at which annual reports and accounts were laid in accordance with section 437 of the 2006 Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying the sections 527 or 528 of the 2006 Act. Where the Company is required to place a statement on a website under section 527 of the 2006 Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the 2006 Act to publish on a website.
Members' right to ask questions and vote
Any member attending the Meeting has a right to ask questions. The Company must answer any such questions relating to the business being dealt with at the Meeting but no such answer need be given if: (i) to do so would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.
Members may vote at the Meeting by completing and returning the Form of Proxy (i) either by post to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, no later than 11.00 a.m. on Tuesday 17 April 2018 (or in the event of an adjournment, not less than 48 hours before the stated time of the adjourned meeting (excluding any part of a day that is not a working day)); or (ii) by submitting a direction via the Internet. Shareholders can vote online by logging onto www.sharevote.co.uk. To use this service shareholders will need their Voting ID, Task ID and Shareholder Reference Number printed on the accompanying Form of Proxy. Full details of the procedure are given on the website. Alternatively, shareholders who have already registered with Equiniti's online portfolio service, Shareview, can vote by logging on to their portfolio at www.shareview.co.uk using your usual user ID and password. Once logged in simply click "view" on the "My Investments" page, click on the link to vote, then follow the on screen instructions.
Documents for inspection
A copy of the Notice, and other information required by section 311A of the 2006 Act, can be found on the Company's website at www.SEGRO.com.
The Register of Directors' Interests in the Company kept under section 809 of the 2006 Act and copies of the Directors' service agreements (or, where appropriate, letters of appointment and a copy of the Rules of the SEGRO plc 2018 Long Term Incentive Plan referred to in Resolution 22) are available for inspection during usual business hours on any weekday (public holidays excepted) at the Company's registered office, Cunard House, 15 Regent Street, London SW1Y 4LR and will be available for inspection at RSA House, 8 John Adam Street, London WC2N 6EZ on Thursday 19 April 2018 from 10.30 a.m. until the conclusion of the Meeting.
Dividend
Subject to the approval of the final dividend at the AGM, the dividend will be paid to all shareholders on the Register of Members at the close of business on 23 March 2018 for payment on 3 May 2018.
Communication
Members who wish to communicate with the Company in relation to the AGM should do so using the following means: (i) by writing to the Company Secretary at the registered office address; or (ii) by writing to the Registrar at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. Shareholders are advised that no other methods of communication will be accepted. In particular, you may not use any electronic address provided either in the Notice or in any related documents to communicate with the Company for any purposes other than those expressly stated.
Voting results
The voting results from the AGM will be released to the London Stock Exchange following the conclusion of the AGM, and will also be made available on the Company's website at www.SEGRO.com.
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Appendix 1
Directors' biographies
Gerald Corbett
Chairman
Chairman of the Nomination Committee
Current Appointments
Gerald joined the Board on 1 March 2016, and was appointed Chairman on 22 April 2016. He is currently Chairman of the Marylebone Cricket Club.
Previous Appointments
Previously he was Chairman of Betfair, Britvic plc, Moneysupermarket.com, Numis Corporation plc and SSL International plc. He has served as a Non-Executive Director of MEPC, Greencore Group and Burmah Castrol.
Experience
Gerald has been a director of 13 public companies, seven of which he has chaired. His executive career included periods as Finance Director of Redland and Grand Metropolitan and he was Chief Executive of Railtrack. His experience as a director and a chairman across various sectors is helpful for bringing strategic insight to the boardroom and the business.
Relevant Skills
- International Corporate
- Finance
Carol Fairweather
Independent Non-Executive Director
Member of the Audit Committee
Current Appointments
Carol was appointed as Non-Executive Director on 1 January 2018. She is currently a Non-Executive Director of Smurfit Kappa Group plc and a trustee of Somerset House.
Previous Appointments
Carol was Chief Financial Officer of Burberry Group plc from 2013 to 2017, having worked in senior financial roles within the company since 2006. Prior to that, Carol was Director of Finance at News International Ltd and UK Regional Controller at Shandwick plc. She began her career at Ernst & Young.
Experience
Carol has finance experience and brings commercial knowledge to the Board. Her experience in her former role as Chief Financial Officer of the retailer Burberry Group will be valuable to the Company as it seeks to help customers adapt to the e-commerce revolution.
Relevant Skills
- International Corporate
- Finance
- Retail
Soumen Das
Chief Financial Officer
Current Appointments
Soumen was appointed as Chief Financial Officer on 16 January 2017.
Previous Appointments
Soumen was previously Managing Director and Chief Financial Officer at Capital & Counties Properties plc (Capco) which he joined from Liberty International plc, having coordinated the demerger of the companies in 2010. Prior to this, he spent two years as a partner in Mountgrange Investment Management LLP (now Clearbell Capital) and nine years at UBS, where he was an Executive Director within the investment bank, specialising in real estate.
Experience
Soumen leads the Company's finance function and has been Chief Financial Officer at Board level of listed companies for eight years. His background as an experienced corporate financier and track record of negotiating complex corporate transactions is an asset to the Board and the business.
Relevant Skills
- Real Estate
- Banking
- Finance
Christopher Fisher
Independent Non-Executive Director
Chairman of the Remuneration Committee
Member of the Audit Committee
Member of the Nomination Committee
Current Appointments
Christopher joined the Board on 1 October 2012. He is currently a Non-Executive Director of National Savings and chairs the Marshall Scholarship Programme. He is also a Senior Advisor at Penfida Limited.
Previous Appointments
Christopher spent most of his career at Lazard, latterly as a Managing Director. He subsequently worked at KPMG as Vice Chairman, Corporate Finance, and at Penfida Limited, the corporate finance adviser to pension fund trustees, as a Senior Partner. On corporate Boards, he has held appointments as Chairman of Bank of Ireland UK, as Chairman of Southern Cross Healthcare and as a Non-Executive Director of Kelda, the FTSE 100 water group. He has also chaired the governing body of the University of Reading.
Experience
Christopher has a financial background, having spent his career in corporate finance and has some 15 years' of listed Board experience. His knowledge of large scale, international business, coupled with his financial expertise, brings a range of insights to the Board.
Relevant Skills
- Banking
- Finance
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Andy Gulliford
Chief Operating Officer
Current Appointments
Andy was appointed Chief Operating Officer at SEGRO in November 2011, having joined the Company in 2004. He was appointed as an Executive Director on 1 May 2013.
Previous Appointments
Andy was previously Managing Director for Continental Europe. Prior to this, he was the Director of Corporate Acquisitions and Business Development Director. Before joining SEGRO, Andy spent 19 years at Jones Lang LaSalle, latterly as European Director for the company's industrial and logistics business.
Experience
Andy has worked in a variety of real estate roles and brings extensive knowledge of the Company and the real estate sector in both the UK and Continental Europe. He has been influential in implementing the operational strategy of the Company.
Andy is a member of the Royal Institution of Chartered Surveyors (MRICS).
Relevant Skills
- Real Estate
Martin Moore
Independent Non-Executive Director
Member of the Audit Committee
Member of the Remuneration Committee
Current Appointments
Martin was appointed as Non-Executive Director on 1 July 2014. He is currently Chairman of Secure Income REIT plc, Senior Independent Director of F&C Commercial Property Trust Ltd and Senior Adviser at Kohlberg Kravis Roberts and Co. LLP.
Previous Appointments
Martin was Chief Executive at M&G Real Estate from 1996 and Chairman from 2012 until his retirement in 2013. He has been an Adviser and Commissioner of The Crown Estate, a Board member and President of the British Property Federation, and a Board member and Chairman of the Investment Property Forum. He was also a Commissioner of Historic England and Non-Executive Chairman of the M&G Asia Property Fund, retiring from both in 2017.
Experience
Martin has over 40 years' of real estate experience and knowledge of the property sector. He brings both industry knowledge and breadth of practice, having spent his career at Prudential plc.
Martin is a member of the Royal Institution of Chartered Surveyors (MRICS).
Relevant Skills
- Real Estate
- International Corporate
Phil Redding
Chief Investment Officer
Current Appointments
Phil was appointed Chief Investment Officer in November 2011, having joined the Company in 1995. He was appointed as an Executive Director on 1 May 2013.
Previous Appointments
Phil started his career in 1990, holding a number of positions in the Industrial Agency and Development team of King Sturge. Since joining SEGRO, he has undertaken a variety of roles including Head of Leasing and Marketing, Head of New Business, and prior to becoming an Executive Director, Business Unit Director for London Markets.
Experience
Phil has over 25 years' experience in the real estate sector and extensive knowledge of the Company and its portfolio. Phil had led the implementation of the Group's investment strategy and has been instrumental in reshaping the portfolio since 2011
Phil is a member of the Royal Institution of Chartered Surveyors (MRICS).
Relevant Skills
- Real Estate
Mark Robertshaw
Independent Non-Executive Director
Member of the Remuneration Committee
Current Appointments
Mark was appointed as a Non-Executive Director on 1 June 2010. He is currently Chairman of Integer/InPost.
Previous Appointments
He was previously Group Chief Executive Officer of Innovia Group and Chief Executive Officer of Morgan Advanced Materials plc, a post he held for eight years, having previously been Chief Operating Officer and Chief Financial Officer. Prior to this he was Chief Financial Officer of Gartmore Investment Management plc, and spent nine years with Marakon Associates, a leading management consultancy headquartered in the US.
Experience
Mark has knowledge and experience of working across the engineering, finance and consultancy sectors. His position as Chairman of Integer/InPost brings useful e-commerce and parcel delivery experience, whilst his former role as the Chief Executive Officer of a large multi-national industrial business brings additional insight to SEGRO as an industrial landlord.
Relevant Skills
- International Corporate
- Manufacturing, Engineering and Logistics
- Finance
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David Sleath
Chief Executive
Member of the Nomination Committee
Current Appointments
David was appointed Chief Executive on 28 April 2011, having served as Finance Director since 1 January 2006. He is a Board member of the British Property Federation.
Previous Appointments
He was previously Senior Independent Director and Audit Committee Chairman of Bunzl plc. He has held a number of senior finance roles, including Finance Director of Wagon plc and partner at Arthur Anderson, where he worked for 17 years. He was a Board member of the European Public Real Estate Association from 2011 until 2017, and President of the British Property Federation 2016-17.
Experience
David has considerable knowledge of the Company and the real estate sector and has experience of financial and general management, the automotive engineering sector and of the professional services industry. This experience had helped lead to the successful implementation of the Company's strategy during his tenure as Chief Executive.
David is a Fellow of the Institute of Chartered Accountants in England and Wales.
Relevant Skills
- Real Estate
- Finance
- Automotive and Manufacturing
Doug Webb
Independent Non-Executive Director
Chairman of the Audit Committee
Member of the Nomination Committee
Current Appointments
Doug was appointed as a Non-Executive Director on 1 May 2010. He is currently the Chief Financial Officer of Meggitt plc, a member of the Hundred Group of Finance Directors and a member of the Investment Advisory Committee of Fitzwilliam College, Cambridge.
Previous Appointments
Between 2008 and 2012 he was Chief Financial Officer of London Stock Exchange Group plc. He was previously Chief Financial Officer of QinetiQ Group plc and Financial Director Continental Europe and Chief Financial Officer North America at Logica plc. Prior to these appointments he spent 12 years at Price Waterhouse.
Experience
Doug comes from a corporate financial management background and has over 10 years' Board level experience as a Chief Financial Officer of listed companies. That strong listed company and finance background, coupled with his current financial experience allows him to bring substantial insight to the Board, particularly with regards to the Group's financial management.
He is a Fellow of the Institute of Chartered Accountants in England and Wales.
Relevant Skills
- International Corporate
- Finance
- Aerospace Engineering and Manufacturing
- Technology
Appendix 2
Summary of the main provisions of the SEGRO plc 2018 Long Term Incentive Plan (the LTIP).
- Administration
The Remuneration Committee of the Board of Directors of the Company, or an authorised sub-committee of the Board (the Committee) will be responsible for the operation and administration of the LTIP.
- Eligibility
Participants in the LTIP will be selected by the Committee. The Committee may grant an Award to any current employee (including an Executive Director) of the Company or any subsidiary.
- Awards
Awards may take one of two forms. An award may be a conditional right to acquire shares granted under the LTIP or an option to acquire shares granted under the LTIP. Awards, in each case, are normally subject to continued employment and the achievement of the relevant performance targets. Awards will be personal to the participant and may not be transferred. No payment will be required for the grant of an award.
- Timing
Awards may only be granted within 42 days after: the announcement of the Company's results; or any day on which the Committee resolves that exceptional circumstances exist which justify the grant of Awards. Awards may not be granted after 19 April 2028.
- Exercise price
Options must be granted with an exercise price which is zero.
- Individual limits
The maximum number of Shares over which an employee may be granted an Award on any date, when added to those he may acquire pursuant to any other Award granted under the LTIP within the same financial year, will be limited so that the aggregate market value does not exceed 300 per cent of his base salary in exceptional circumstances, or 200 per cent in normal circumstances.
- Plan limits
The LTIP will be subject to the following limits:
(ii) on any date, the aggregate nominal amount of new Shares in respect of which Awards may be granted may not, when added to the nominal amount of new Shares allocated in the previous 10 years under all employee share schemes of the group, exceed 10 per cent of the equity share capital of the Company; and
(iii) on any date, the aggregate nominal amount of new Shares in respect of which Awards may be granted under the LTIP may not, when added to the nominal amount of new Shares allocated in the previous 10 years under the LTIP and any other employee share scheme of the group established for the benefit of selected employees, exceed 5 per cent of the equity share capital of the Company.
For these purposes, Shares are allocated when rights to acquire or obtain them are granted and otherwise when they are issued. Rights which lapse, by reason of non-exercise or otherwise, cease to count. No account is taken of Shares which are acquired by purchase rather than by subscription except where such Shares were first issued to an employee trust for the purpose of satisfying a participant's rights. No account is taken of Shares which an employee purchases at market value using his own funds.
- Performance targets
When granting an Award, the Committee may make its vesting conditional on the satisfaction of one or more conditions determined by the Committee. Any performance conditions will be specified at the Award Date and must provide that an Award will lapse if the performance conditions are not satisfied. The Committee may vary the performance conditions from time to time if events happen which cause it reasonably to consider it appropriate to do so, provided that the Committee considers that any changed performance condition is fair and reasonable and not materially less or more difficult to satisfy than the condition would have been but for such event occurring.
- Vesting of Award Shares
Awards will vest, if at all, on the last of (i) the date on which the Committee makes its determination of the extent to which the performance conditions (if any) are satisfied; (ii) the vesting date, which will normally be the third anniversary of the Award; and (iii) the date on which any dealing restriction which would prevent dealing by the awardholder on the dates specified in (i) or (ii) cease to apply. Options will normally cease to be exercisable 10 years after grant.
Before vesting, Awards may be subject to malus provisions and, after vesting, Awards may be subject to clawback. Malus or clawback may apply if the Committee determines that the Company's results recorded for the purpose of applying the performance conditions did not represent a fair reflection of underlying performance, there has been fraud or gross misconduct by the awardholder prior to vesting which caused financial loss to the Group, the Company's performance was achieved as a result of excessive risk-taking or, in the case of an Award made to an Executive Director of the Company or a member of its Leadership Team, the Company is obliged to make a material re-statement of its financial statements or there was an error in assessing the extent to which any performance condition was satisfied.
Awards may be granted subject to a holding period, during which the awardholder may not transfer or otherwise dispose of all or part of the shares to which he becomes entitled on vesting.
- Termination of employment
If a participant ceases to be employed within the Group before vesting, his Award will lapse (and, if the participant is dismissed in circumstances where his employer would be entitled to dismiss him summarily, any vested option will lapse), unless he ceases to be employed within the Group for a permitted reason. A permitted reason is ill-health, injury or disability, redundancy, retirement with the agreement of the Company, the sale outside the Group of the company or business in which the participant works or such other reasons as the Committee may decide. In such cases, the Award will vest on the normal vesting date subject to the achievement of performance conditions and on a time pro-rated basis having regard to the period of employment from the date of grant (unless the Committee decides that the Award will vest on the date of cessation of employment and/or that time pro-rating will be disapplied). Unless the Committee decides otherwise, any award which vests will remain subject to any holding period following vesting.
If a participant dies, his Award will vest on the date of death and the performance conditions will be applied on the basis that the performance period ends on the date of death. Alternatively, the Committee may decide that the Award will vest subject to achievement of performance conditions on the normal vesting date. The Award in each case will be reduced pro rata to reflect the period from the date of death until the end of the performance period
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(unless the Committee decides otherwise). Unless the Committee decides otherwise, any award which vests will not be subject to a holding period following vesting.
11. Change of control
In the event of a takeover, scheme of arrangement or winding-up of the Company, Awards will only vest if and to the extent that the Committee decides that any performance conditions have been satisfied. In such cases, unless the Committee decides otherwise, the Awards will only vest on a time pro-rated basis. The Committee may decide that any holding period will cease to apply on the completion of such a transaction. In the event of a takeover or scheme of arrangement, participants may surrender their Awards in return for substitute awards over shares in the acquiring company.
In the event of a demerger or other corporate event, the Committee may adjust the number or class of shares subject to the Award. If such an adjustment is not practicable or appropriate, the Committee may allow an Award to vest subject to achievement of performance conditions. In such cases, unless the Committee decides otherwise, the Awards will only vest on a time pro-rated basis.
12. Listing
Application will be made for admission to the Official List of new shares issued under the LTIP and for permission to trade in those shares. Shares issued or transferred on the exercise of options or the vesting of conditional awards will rank equally in all respects with existing shares except for rights attaching to shares by reference to a record date prior to the date of allotment.
13. Variation of capital
In the event of a variation in the share capital of the Company or any other transaction which will materially affect the value of Shares, the Company may adjust the number or class of Shares or securities comprised in an Award as it considers appropriate.
14. Benefits non-pensionable
Benefits under the LTIP will not form part of a participant's remuneration for pension purposes.
15. Amendments
The rules of the LTIP may be amended in any respect by the Committee, except no amendment which is to the advantage of present or future participants may be made to those provisions dealing with eligibility, limitations on the number of shares that may be issued, the basis for determining a participant's entitlement to, and the terms of, shares or cash provided under the LTIP or the rights of a participant in the event of a variation of capital in the Company, without the prior approval of the Company in general meeting.
The Committee may make minor changes to the LTIP without the approval of the Company in general meeting: to benefit the administration of the LTIP; to comply with or take account of the provisions on any proposed or existing legislation; to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for any company in the Group; or to make any permitted alteration to the performance conditions.
16. Dividend equivalent
Unless the Committee determines otherwise, Awards will include the right to receive a dividend equivalent on vesting. This equivalent will be paid in cash, unless the Committee decides it will be paid (in full or in part) in Shares.
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Getting to the AGM
The AGM will be held at RSA House, 8 John Adam Street, London WC2N 6EZ.
Main entrance in John Adam Street
Adelphi Parking via tunnel in lower Robert Street off York Buildings
RSA House
8 John Adam Street
London, WC2N 6EZ
Transport
By Tube
The RSA's main building is located just behind the Strand in central London, within easy walking distance of underground and railway stations. The nearest underground stations are Charing Cross (6 minutes), Embankment (5 minutes), Covent Garden (5 minutes) and Leicester Square (8 minutes).
By Rail
Charing Cross is the nearest mainline train station, just a two minute walk away, and Victoria and Euston are easily accessible with direct links to Embankment.
By Car
There is a public car park in the immediate vicinity, located on Adelphi Terrance, as well as limited metered, on street parking.
Disabled access
RSA House is accessible to wheelchair users, however there are some uneven floors, awkward corners and narrow doorways which may restrict movement. A small, narrow gauge wheelchair is available at Reception should it be required. Facilities include a Blue Badge parking bay on John Adam Street, opposite the entrance to RSA House, and a 'Deaf Alert' paging system, attached to the main fire alarm, and induction loops for the hard of hearing.
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