AI assistant
Segro PLC Proxy Solicitation & Information Statement 2020
4612_agm-r_2020-03-17_3ec7346c-c7bd-4169-9562-b58d879a63e2.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
SEGRO
100 YEARS OF THE EXTRAORDINARY
Notice of the 99th Annual General Meeting of SEGRO plc
11.00 a.m. on 21 April 2020
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.
We are closely monitoring the ongoing impact of the CORONAVIRUS (COVID-19) outbreak in the United Kingdom. If it is necessary to provide you with further information about the Annual General Meeting, or notify you about any alternative arrangements, we will do so on our website (www.SEGRO.com) by 20 April 2020. You are reminded that you can vote on the relevant resolutions online or by appointing a proxy in advance of the meeting. Further details of how to do this are on page 7. If shareholders have any questions they would like to raise, they can be sent to [email protected].
SEGRO plc
Company Number 167591
Registered in England and Wales
Registered Office: 1 New Burlington Place, London, W1S 2HR
“哈，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，
1
What happens at the AGM?
The 99th Annual General Meeting (AGM or Meeting) of SEGRO plc (the Company) for 2020 will be held at 11.00 a.m. on Tuesday, 21 April 2020 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 2. An explanation of each of the resolutions to be proposed at the AGM is set out on pages 4 to 6.
AGM Schedule
10.30 a.m. Registration desks open
Refreshments
11.00 a.m. The AGM starts
- Chair's introduction
- Chief Executive's business update and results for the 2019 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 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 2019 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 resolutions is set out on pages 7 and 8.
Notice of the
99th Annual General Meeting
of SEGRO plc
Notice is hereby given that the 99th Annual General Meeting (AGM or Meeting) of SEGRO plc (the Company) will be held at 11.00 a.m. on Tuesday, 21 April 2020 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:
2019 Annual Report and Accounts
- To receive the financial statements and the reports of the Directors and auditor for the year ended 31 December 2019.
Final Dividend
- To declare a final dividend of 14.4 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 2019, payable on 1 May 2020 to holders of ordinary shares registered in the Register of Members at the close of business on 20 March 2020.
Directors' Remuneration Report
- To approve the Directors' Remuneration Report, other than the part containing the Directors' Remuneration Policy (which was approved by shareholders at the 2019 AGM), as set out on pages 97 to 117 of the 2019 Annual Report and Accounts.
Re-election of Directors
- To re-elect Gerald Corbett as a Director.
- To re-elect Mary Barnard as a Director.
- To re-elect Sue Clayton as a Director.
- To re-elect Soumen Das as a Director.
- To re-elect Carol Fairweather 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 David Sleath 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 (on behalf of the Board) to determine the remuneration of the auditor.
Special business
To consider and, if thought fit, pass resolutions 15 and 16 as ordinary resolutions, and resolutions 17 to 21 (inclusive) 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 21 July 2021). 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 (Rights) up to an aggregate nominal amount of £36,554,848, 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 21 July 2021);
(b) the Directors may make offers, and enter into arrangements, 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 the authority is in substitution for all existing unexpired authorities.
General power to disapply pre-emption rights
- That, if resolution 16 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 16 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 number 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 £5,483,227, such power to apply until the end of the Company's next AGM (or, if earlier, until the close of business on 21 July 2021) 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 16 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 17 to allot equity securities (within the meaning of section 560 of the 2006 Act) for cash pursuant to the authority given by resolution 16 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 be:
(a) limited to the allotment of equity securities or sale of treasury shares up to a total aggregate nominal amount of £5,483,227; 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 this 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 21 July 2021) 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 £10,966,454;
(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 21 July 2021); 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 the adoption of the new Articles of Association
- That, with effect from the conclusion of the meeting, the Articles of Association produced to the meeting and initialled by the Chair (for the purpose of identification) be adopted as the Articles of Association of the Company in substitution for, and to the exclusion of, the existing Articles of Association of the Company.
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
1 New Burlington Place
London
W1S 2HR
12 March 2020
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 2 and 3.
Ordinary business
Resolution 1 – To receive the financial statements and the reports of the Directors and the auditor for the financial year ended 31 December 2019.
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 2019 Annual Report and Accounts were made available to shareholders in February 2020.
Resolution 2 – To declare a final dividend of 14.4 pence per ordinary share.
The Company paid an interim dividend of 6.3 pence per ordinary share on 23 September 2019 (with the entire amount being an ordinary cash dividend). The Directors recommend a final dividend of 14.4 pence per ordinary share to be paid as a Property Income Distribution in respect of the year ended 31 December 2019, bringing the total for the year to 20.7 pence per ordinary share. Subject to approval by shareholders, the final dividend will be paid on 1 May 2020 to shareholders on the Register of Members as at the close of business on 20 March 2020.
Resolution 3 – To approve the Directors' Remuneration Report for the financial year ended 31 December 2019.
The Directors are required to prepare an annual report detailing the remuneration of the Directors and a statement by the Chair 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 97 to 117 of the 2019 Annual Report and Accounts.
Resolutions 4 to 12 – Re-election of Gerald Corbett, Mary Barnard, Sue Clayton, Soumen Das, Carol Fairweather, Christopher Fisher, Andy Gulliford, Martin Moore and David Sleath.
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.
Accordingly, in compliance with the Code, all Directors will submit themselves for re-election by shareholders.
The Board has confirmed that all Directors continue to perform effectively, are appropriately skilled and experienced 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, and are not overboarded.
The Board is satisfied that each of the Non-Executive Directors continues to be independent in accordance with the Code, and that their individual contributions are, and continue to be, important to the Company's long-term sustainable success.
Biographies of all the Directors seeking re-election are set out in Appendix 1.
Resolution 13 – 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 14 – To authorise the Audit Committee to determine (on behalf of the Board) the remuneration of the auditor.
The shareholders of the Company are requested to authorise the Audit Committee (on behalf of the Board) to agree the level of the auditor's remuneration.
Special business
Resolution 15 – 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 on 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 16 – Authority to allot shares.
Resolution 16 gives the Directors the authority to allot ordinary shares (or grant rights to subscribe for or to convert any security into ordinary shares) up to a maximum nominal amount of £36,554,848 (representing 365,548,475 ordinary shares). Such amount represents approximately one third of the Company's issued ordinary share capital as at 12 March 2020 (being the last practicable date prior to the publication of the Notice), which is consistent with the Investment Association (IA) guidance limit.
The authority will expire at the earlier of 21 July 2021 and the end of the Company's next AGM in 2021.
The Company does not currently hold treasury shares.
The Directors have no present intention to exercise the authority sought under resolution 16, except in relation to the Company's scrip dividend scheme.
The authorities granted under resolutions 17 and 18 below will allow the Company to allot ordinary shares for cash under resolution 16 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.
5
Resolution 17 – General power to disapply pre-emption rights.
Resolution 17 will give the Directors authority, in certain circumstances, to allot ordinary shares pursuant to the authority granted under resolution 16, 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 £5,483,227 (representing 54,832,271 ordinary shares). This aggregate nominal amount represents approximately 5 per cent of the Company's issued ordinary share capital as at 12 March 2020 (the last practicable date prior to the publication of this Notice).
In respect of this maximum 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 21 July 2021 and the conclusion of the Company's next AGM in 2021.
Resolution 18 – Specific power to disapply pre-emption rights in connection with an acquisition or specified capital investment.
The authority set out in resolution 18 is in addition to that proposed by resolution 17 and would be limited to allotments or sales up to a maximum nominal value of £5,483,227 as at 12 March 2020 (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 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 2019 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 2019 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 21 July 2021 and the conclusion of the Company's next AGM in 2021.
Resolution 19 – To authorise the Company to make market purchases of its ordinary shares.
Resolution 19 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 109,664,542 shares, representing approximately 10 per cent of the Company's issued share capital as at 12 March 2020 (the last practicable day prior to the publication of the Notice).
The Company renewed its authority to purchase its own shares at the AGM in 2019 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 the 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 purchase 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 19 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 12 March 2020 (the last practicable date prior to the publication of the Notice) the total number of options to subscribe for equity shares outstanding was 308,837, which represents 0.03 per cent of the issued ordinary share capital of the Company.
The Company does not currently hold treasury shares.
Resolution 20 – 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 20.
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 new 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 21 – Adoption of New Articles of Association
It is proposed that the Company adopt new Articles of Association (the New Articles) to update the Company's current Articles, which were adopted on 29 April 2010 (the Current Articles), primarily to reflect developments in best market practice and changes in law, as well as to provide additional clarification and flexibility.
Given the extent of the changes, the Company proposes to adopt entirely New Articles (rather than make amendments to the Current Articles). Set out in Appendix 2 is a summary of the principal changes to the Current Articles (all references are to the New Articles). Other changes, which are of a minor, technical or clarifying nature have not been noted in Appendix 2. The New Articles are available for inspection, as noted on page 8, during usual business hours on any weekday (public holidays excepted) at the Company's registered office, at www.SEGRO.com, and will also be made available for inspection at the AGM.
6
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 Chair 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 Chair) 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 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 2020, 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 their 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 2020.
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 21 April 2020 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 to the Plan Administrator, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA to be received no later than 5.00 p.m. on 16 April 2020. By completing and returning a Form of Direction, the participants will direct Equiniti Share Plan Trustees Limited, the Trustee of the SEGRO plc Share Incentive Plan, to vote on their behalf at the AGM of the Company.
8
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 6.30 p.m. on 17 April 2020 (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 12 March 2020 (being the latest practicable date prior to the publication of the Notice) the Company's issued share capital consisted of 1,096,645,425 ordinary shares of 10 pence each, carrying one vote each. Therefore the total voting rights in the Company as at 12 March 2020 was 1,096,645,425. 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 with 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 17 April 2020 (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, copies of the Directors' service agreements (or, where appropriate, letters of appointment) and the New Articles are available for inspection during usual business hours on any weekday (public holidays excepted) at the Company's registered office, 1 New Burlington Place, London, W1S 2HR and will be available for inspection at RSA House, 8 John Adam Street, London WC2N 6EZ on Tuesday, 21 April 2020 from 10.30 a.m. until the conclusion of the Meeting.
Data protection
The Company may process personal data of attendees at the AGM. This may include webcasts, photos, recordings and audio and video links, as well as other forms of personal data. SEGRO shall process such personal data in accordance with its privacy policy, which can be found at www.SEGRO.com/site-services/privacy-and-cookies.
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 20 March 2020 for payment on 1 May 2020.
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.
9
Appendix 1
Directors' biographies
Gerald Corbett
Chair
Chair of the Nomination Committee
Appointed
1 March 2016
(Chair from 22 April 2016)
Skills, experience and contribution
Gerald's extensive experience as a director and a Chair across various sectors brings indispensable strategic insight to the boardroom. Throughout his career he has been a director of 13 public companies, seven of which he has chaired.
Current appointments
Chair of the Marylebone Cricket Club
Previous appointments
Chair, Bettiar | Chair, Britvic plc | Chair, Moneysupermarket.com | Chair, Numis Corporation plc | Chair, SSL International plc | Chair, Woolworths Group plc | Non-Executive Director, MEPC | Non-Executive Director, Greencore Group | Non-Executive Director, Burmah Castrol | Finance Director, Redland and Grand Metropolitan | Chief Executive, Railtrack
David Sleath
Chief Executive
Appointed
1 January 2006
(Chief Executive from 28 April 2011)
Skills, experience and contribution
David has considerable board level experience of listed companies and has extensive knowledge of the real estate, manufacturing and distribution sectors and the Company. His financial and general management experience has helped lead the successful design and 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.
Current appointments
Senior Independent Non-Executive Director, Electrocomponents plc
Previous appointments
Finance Director, Wagon plc | Partner, Arthur Andersen | Board member of the European Public Real Estate Association | President and board member of the British Property Federation | Non-Executive Director, Bunzl plc
Soumen Das
Chief Financial Officer
Appointed
16 January 2017
Skills, experience and contribution
Soumen has been Chief Financial Officer at board level of listed companies for ten years. His background as an experienced corporate financier and track record of negotiating complex corporate transactions provide valuable to the Board and business.
Previous appointments
Managing Director and Chief Financial Officer, Capital & Counties Properties plc (CapCo) | Partner, Mountgrange Investment Management LLP | Executive Director, UBC
Andy Gulliford
Chief Operating Officer
Appointed
1 May 2013
Skills, experience and contribution
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 joined SEGRO in 2004 and has been influential in the successful delivery of a record number of development completions for the Company as well as for its strong operational performance.
Andy is a member of the Royal Institution of Chartered Surveyors (MRICS)
Previous appointments
European Director, Jones Lang LaSalle | Director of Corporate Acquisitions; Business Development Director; Managing Director for Continental Europe, SEGRO
Mary Barnard
Independent Non-Executive Director
Member of the Nomination and Remuneration Committees
Appointed
1 March 2019
Skills, experience and contribution
Mary has extensive commercial and general management experience and a deep understanding of customer needs and trends through her various international roles in sales and marketing. She has a strong knowledge of the operation of the retail market and supply chain.
Current appointments
President US Sales, Mondelez International Inc | President, CAOBISCO
Previous appointments
Senior Vice President and General Manager, Pepsi-Lipton Partnership | Non-Executive Director, Poundland Group plc | Chair, Cadbury Foundation | EXCO member, Food & Drink Federation and Institute of Grocery Distribution
10
Sue Clayton
Independent Non-Executive Director
Member of the Nomination Committee
Appointed
1 June 2018
Skills, experience and contribution
Sue brings a wealth of property market knowledge to the Board, with over 25 years of experience in UK investment markets, having worked in the UK commercial property market for her whole career. She is also active in promoting diversity including through her roles as the Chair of Women's Network at CBRE and as a Founding Member of Real Estate Balance.
Current appointments
Part-time Executive Director, CBRE | Non-Executive Director, Helical plc | Member of the Committee of Management, Hermes Property Unit Trust | Chair, Barwood 2017 Property Fund | Trustee, Reading Real Estate Foundation
Previous appointments
Head of National Investment; Managing Director of Capital Markets, CBRE | Board member on the CBRE UK Management and Executive Boards | Board member on the CBRE Group Inc Board
Carol Fairweather
Independent Non-Executive Director
Chair of the Audit Committee
Member of the Nomination and Renumeration Committees
Appointed
1 January 2018
Skills, experience & contribution
Carol has recent and relevant financial experience and brings commercial knowledge to the Board. Her experience as Chief Financial Officer of the retailer Burberry Group is valuable to the Company, as it seeks to help customers adapt to the e-commerce revolution.
Current appointments
Non-Executive Directors, Smurfit Kappa Group plc | Trustee, Somerset House Trust
Previous appointments
Chief Financial Officer, Burberry Group | Director of Finance, News International Ltd | UK Regional Controller, Shandwick plc
Christopher Fisher
Independent Non-Executive Director
Chair of the Remuneration Committee
Member of the Audit and Nomination Committees
Appointed
1 October 2012
Skills, experience and contribution
Christopher has spent his career in corporate finance and has some 16 years of listed Board experience. His knowledge of large scale, international business, coupled with his financial expertise, brings a range of valued insights to the Board.
Current appointments
Non-Executive Director, National Savings & Investments | Chair, Marshall Scholarship Programme | Senior Adviser, Penfida
Previous appointments
Managing Director, Lazard | Vice Chair, KPMG, Corporate Finance | Senior Partner, Penfida | Chair, Bank of Ireland UK | Chair, Southern Cross Healthcare | Non-Executive Director, Kelda | Chair, Council of the University of Reading | Trustee, Imperial War Museum |
Martin Moore
Senior Independent Non-Executive Director
Member of the Audit, Nomination and Remuneration Committees
Appointed
1 July 2014
Skills, experience & contribution
With over 40 years' experience of real estate and the property sector, Martin brings industry knowledge and breadth of practice to the Board.
His is a member of the Royal Institution of Chartered Surveyors (MRICS)
Current appointments
Chairman, BMO Commercial Property Trust | Non-Executive Director, Secure Income REIT plc | Senior Adviser Kohlberg Kravis Roberts & Co LLP
Previous appointments
Chief Executive and Chair, M&G Real Estate | Adviser and Commissioner, The Crown Estate | Board member and President, British Property Federation | Board member and Chair, Investment Property Forum | Commissioner, Historic England | Non-Executive Director, M&G Asia Property Fund
Further information on the skills and experience, independence and tenure of the Directors, as well as the diversity of the Board as a whole, are available on pages 88 to 90 of the 2019 Annual Report and Accounts.
11
Appendix 2
The Adoption of New Articles
A summary of the principal changes introduced by the New Articles is set out below:
-
General
The opportunity has been taken generally to use clearer language in the New Articles, to remove any provisions which are redundant or which duplicate provisions of the 2006 Act and to update provisions according to the 2006 Act and other relevant legislation. -
Forfeiture shares to become property of the Company (Article 33)
The New Articles provide greater flexibility to the Company by removing the three year period under which any forfeited shares must be sold, re-allotted or cancelled by the Company. In accordance with the New Articles, there is no time limit imposed on the Company to deal with forfeited shares. -
Untraced shareholders (Article 42)
The Company is entitled to sell shares held by untraceable shareholders provided a number of conditions are met. Under the Current Articles, one of these conditions requires the Company to, after the expiration of a 12 year period in which the shareholder has not cashed any dividend or had any communication with the Company, place an advert in both a national and local newspaper (based on the shareholder's last known address) indicating its intention to sell the shares they hold. The New Articles update this provision in line with market practice by replacing it with an obligation to send a notice to the shareholder's last known address and use reasonable efforts to trace the shareholder. -
Notice of Adjournment (Article 60)
The Current Articles provide that the business of any adjourned meeting must be the same as the initial meeting and that, if the adjourned meeting takes place more than 14 days after the initial meeting, then the Company must provide notice of the adjourned meeting to shareholders seven clear days prior to the adjourned meeting. The New Articles provide greater flexibility by: (i) enabling the business of the adjourned meeting to be amended, provided the Company sends an amended notice of meeting to shareholders; and (ii) if the business of the meeting is to stay the same, only requiring that the Company give further notice of the adjourned meeting when it is to take place more than three months after the initial meeting. -
Cap on Non-Executive Directors' Remuneration (Article 89)
The Current Articles specify the maximum aggregate remuneration of non-executive directors as £500,000 per annum, subject to the shareholders authorising a higher amount by ordinary resolution. The New Articles increase this maximum to £1,000,000 in line with market practice. -
Method of Service (Article 127)
The New Articles provide greater flexibility by allowing the Company to cease sending notices and documentation to shareholders when such documentation is returned undelivered on three consecutive occasions.
As mentioned above, the New Articles are available for inspection at www.SEGRO.com, the Company's registered office and will also be made available at the AGM.
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 Terrace, as well as limited metered, on street parking.
Disabled access
RSA House has a dedicated accessible entrance for wheelchair users adjacent to the main entrance for ease of access. However, there are some uneven floors, awkward corners and narrow doorways which may restrict movement once inside. A standard size wheelchair is available at Reception should it be required. External facilities include a Blue Badge parking bay on John Adam Street, opposite the entrance to RSA House. Kindly note this is not bookable by the RSA. There is a 'Deaf Alerter' paging system linked to the main fire alarm with two pagers available on request if required. Induction Loops are fixed inside the main auditoriums and portable induction loops are available for smaller rooms for the hard of hearing.
“哈，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，
Printed by CPI Colour