AGM Information • Apr 11, 2013
AGM Information
Open in ViewerOpens in native device viewer
If you are in any doubt about the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000. If you have recently sold or transferred all of your shares in Serco Group plc, you should forward this document and the accompanying form of proxy to your bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you are in any doubt about the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000. If you have recently sold or transferred all of your shares in Serco Group plc, you should forward this document and the accompanying form of proxy to your bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
11 April 2013
Dear Shareholder
I am pleased to invite you to join us at Serco Group plc's Annual General Meeting to be held at 11.00am on Wednesday 15 May 2013 at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ. The formal notice of Annual General Meeting is set out on page 4 of this document.
If you would like to vote on the resolutions but cannot attend the AGM, please fill in the proxy form sent to you with this notice and return it to our registrars as soon as possible. They must receive it by 11.00am on 13 May 2013. For those of you that can join us at the AGM, I would like to advise you that all resolutions proposed at the meeting will be voted by means of a poll, rather than on a show of hands. A poll reflects the number of voting rights exercisable by each member and so your Directors consider it a more democratic method of voting.
Explanatory notes on all the business to be considered at this year's AGM appear on pages 8 to 10 of this document. In accordance with the UK Corporate Governance Code all Directors are standing for re-election with the exception of David Richardson who will be retiring from both the Board and the Company at the conclusion of the meeting.
The Annual General Meeting is an important occasion for us as we reflect on the Group's business performance in 2012 and the opportunities for the future. As in previous years, Christopher Hyman, Chief Executive, will give a presentation on these areas at the meeting. There will be the chance for you to ask questions on either Chris' presentation or the items as set out in the Notice. To that end, as Chairman, I will try to keep discussions relevant and focused.
If you have any questions or issues which you wish to be addressed at the Annual General Meeting, you may email these to me in advance at [email protected].
To ensure everyone's safety and security at the meeting, I draw your attention to the information on page 13 and 14 of this document.
Your Directors believe that all the proposals to be considered at the Annual General Meeting are in the best interests of the Company and its shareholders as a whole and unanimously recommend shareholders to vote in favour of the resolutions as they themselves intend to do in respect of their own shareholdings in the Company.
On behalf of the Board, I would like to thank you for your continued support.
Yours sincerely
Alastair Lyons CBE Chairman
Serco Group plc is a company registered in England and Wales No. 2048608 Registered Office: Serco House, 16 Bartley Wood Business Park, Bartley Way, Hook, Hampshire, RG27 9UY, United Kingdom
Notice is hereby given that the Annual General Meeting of Serco Group plc ("Serco" or the "Company") will be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ on Wednesday 15 May 2013 at 11.00am for the following business:
last independent trade and the highest current bid as stipulated by Article 5(1) of Commission Regulation (EC) 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buy-back programmes and stabilisation of financial instruments (No 2273/2003);
See note on pages 8 and 9
such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the Companies Act 2006 and to expire at the conclusion of the next Annual General Meeting or on 30 June 2014, whichever is the earlier but, in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority ends.
For the purposes of this resolution, "rights issue" means an offer to:
to subscribe further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory. See note on pages 9 and 10
or might, require equity securities to be allotted after the power ends.
For the purposes of this Resolution, "rights issue" has the same meaning as that set out in Resolution 13 above. See note on pages 9 and 10
provided that the total aggregate amount of political donations and political expenditure pursuant to this authority shall not exceed £130,000 for the Group as a whole, and the amount authorised under each of the paragraphs (a) to (c) shall be limited to such amount.
All existing authorisations and approvals relating to political donations or political expenditure under Part 14 of the Companies Act 2006 are hereby revoked without prejudice to any donation made or expenditure incurred prior to the date hereof pursuant to such authorisation or approval.
For the purposes of this resolution, the terms 'political donation', 'political parties', 'political organisation' and 'political expenditure' have the meanings given by sections 363 to 365 of the Companies Act 2006. See note on page 10
Note:
Resolutions 1 to 11 inclusive and resolutions 13 and 15 will be proposed as ordinary resolutions. Resolutions 12, 14, and 16 will be proposed as special resolutions.
John Hickey Company Secretary 11 April 2013
Serco Group plc Serco House 16 Bartley Wood Business Park Bartley Way Hook Hampshire RG27 9UY
The Board of Directors will present the Annual Report and Accounts for the year ended 31 December 2012.
The Directors' Remuneration Report is included on pages 98 to 114 in the Annual Report and Accounts.
It complies with the requirements of the Companies Act 2006 for a report on the remuneration of all Directors, both Executive and Non-Executive.
The Report has been approved by the Board and signed on its behalf by the Company Secretary.
Shareholders will be asked to declare a final dividend of 7.45 pence per ordinary share for the year ended 31 December 2012. If approved, the dividend will be paid on 22 May 2013 to shareholders on the register of members at the close of business on 15 March 2013.
The Company's Articles of Association require that all Directors retire at least every three years and that all newly appointed Directors retire at the first AGM following their appointment. However, in accordance with the recommendations of the UK Corporate Governance Code, the Directors have resolved that they will all retire and submit themselves for re-election by the shareholders. This is with the exception of David Richardson who will be retiring from both the Board and the Company at the conclusion of the meeting.
Biographical details of all Directors can be found on pages 96 and 97 of the Company's Annual Report and on the Company's website (www.serco.com/about/ataglance/profiles).
A rigorous evaluation of the Board has been undertaken which included an evaluation questionnaire and one-to-one meetings between all Directors and the Chairman. After considering this evaluation, the Board believes that all Directors continue to demonstrate a great deal of commitment to their roles and that their respective skills complement each other to enhance the overall operation of the Board.
With reference to Malcolm Wyman, who is standing for election as a Non-Executive Director following his appointment to the Board on 1 January 2013, having undergone a process of careful review and selection prior to his appointment, the Board considers that Mr Wyman will make an effective contribution to both the Board and the Company and fully supports his election.
The appointment of Deloitte LLP as auditor of the Company terminates at the conclusion of the Annual General Meeting. They have advised of their willingness to stand for re-election as auditor of the Company until the conclusion of the Annual General Meeting in 2014. The Directors recommend their reappointment and seek authority to set their remuneration.
Authority is sought to purchase up to 49,860,941 shares which is equivalent to approximately 10% of the ordinary issued share capital of the Company as at 25 March 2013, until the earlier of the conclusion of the Annual General Meeting in 2014 or on 30 June 2014, continuing the authority granted by the shareholders at previous Annual General Meetings.
Resolution 12 specifies the maximum number of shares that may be purchased and the minimum and maximum prices at which they may be bought. The Directors would use the share purchase authority with discretion and purchases would only be made from funds not required for other purposes and in light of the market conditions prevailing at the time. The Directors will exercise this authority only when they consider to do so would be in the best interests of shareholders generally.
Pursuant to the Companies Act 2006, a Company may hold any of their own shares that they have purchased as treasury shares with a view to possible resale at a future date, rather than cancelling them, or to use them for the purposes of their employee share schemes. The Directors would be entitled to hold those shares in treasury provided that the number of shares held in treasury at any one time does not exceed 10% of the nominal value of Serco's issued share capital. No dividends would be paid on, and no voting rights would be exercised in respect of, treasury shares.
While the Company does not currently hold any treasury shares, the Board believes that the authority will provide the Company with additional flexibility in the management of its capital base, enabling it to re-sell treasury shares in the future or use them to satisfy awards under the various Serco share and incentive schemes.
For information, as of 25 March 2013, the latest practicable date prior to posting of this document, there were options outstanding to subscribe for 20,365,748 ordinary shares, representing 4.08% of the Company's issued ordinary share capital. If the authority given by resolution 12 were to be fully used, that percentage would increase to 4.54% of the Company's ordinary issued share capital. The Company has no warrants in issue in relation to its shares.
At this Annual General Meeting, the Directors are seeking authority under paragraph (i) of resolution 13 to allot new shares and grant rights to subscribe for, or convert other securities into, shares up to a maximum nominal value of £3,290,823, which is equivalent to approximately 33% of the Company's issued ordinary share capital as at 25 March 2013.
Further, the Directors are seeking an additional authority under paragraph (ii) of resolution 13 to allot new shares and grant rights to subscribe for, or convert other securities into, shares only in connection with a rights issue up to a further nominal value of £3,290,823, which is equivalent to approximately 33% of the Company's issued ordinary share capital in accordance with the ABI Investment Committee's guidance.
The Directors are also seeking authority under paragraph (i) of resolution 14 to allot new shares pursuant to the authority given by paragraph (ii) of resolution 13, or sell treasury shares, for cash (I) in connection with a pre-emptive offer or rights issue or (II) otherwise up to a nominal value of £498,610 equivalent to 5% of the Company's total issued equity share capital as at 25 March 2013, in each case without first being required to offer such shares to existing shareholders in proportion to their existing holdings.
Further, the Directors are seeking an additional authority under paragraph (ii) of resolution 14 to allot new shares pursuant to the authority given by paragraph (ii) of resolution 13, or sell treasury shares, for cash in connection with a rights issue without the shares first being offered to existing shareholders in proportion to their existing holdings. This is in line with corporate governance guidelines.
At 25 March 2013, the Company did not hold any shares in treasury.
Apart from issues of ordinary shares pursuant to the terms of the Company's employee share and incentive schemes, the Directors have no present intention of utilising these authorities to undertake a rights issue or to allot new shares. The Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines and these limited authorities will enable the Directors to respond in the interests of the Company to any appropriate opportunities which may arise. If the resolutions are passed, the authorities will expire on the earlier of 30 June 2014 or the conclusion of the Annual General Meeting in 2014.
Further, the Board intends to adhere to the provisions in the Pre-emption Group's Statement of Principles not to allot shares on a non pre-emptive basis (other than pursuant to a rights issue or pre-emptive offer) in excess of an amount equal to 7.5% of the total issued ordinary share capital of the Company within a rolling 3-year period without prior consultation with shareholders.
The Company's policy of not giving any cash contributions to any political party will continue. However, the Directors consider that it is in the best interests of shareholders to participate in public debate and opinion-forming on matters which affect the business.
This resolution enables the Directors to incur expenditure of up to a maximum aggregate amount of £130,000, for the Group as a whole, in respect of each of the heads identified (including any such expenditure by a subsidiary company) without unintentionally breaching the provisions of the Companies Act 2006, which defines political organisations and political donations in a broad manner. The authority sought will, if granted, last until the conclusion of the 2014 Annual General Meeting of the Company when the Directors intend to seek renewal of this authority.
This resolution is required to reflect the changes made to the Companies Act 2006 by the Shareholders' Rights Regulations, which increased the notice period 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.) Shareholders approved this at last year's annual general meeting and in order to preserve this ability, Resolution 16 seeks such approval again. The approval will again be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed. The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole.
The same documents will also be available for inspection at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ 15 minutes before the commencement of the Annual General Meeting on 15 May 2013 until it ends.
The Annual General Meeting of Serco Group plc will be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ.
One Silk Street is fully accessible by all major transport links in the capital.
One Silk Street is situated less than five minutes walk from Moorgate station on the Northern, Circle, Metropolitan and Hammersmith and City lines, Barbican station on the Circle, Metropolitan and Hammersmith and City lines and less than a ten minute walk from Liverpool Street station on the Circle, Metropolitan, Hammersmith and City and Central lines. It can also be accessed from Old St Station on the Northern line.
The main bus service for the Barbican (for One Silk Street) is the 153, although there are many other available bus routes which will bring you within short walking distance of Linklaters.
One Silk Street is within easy reach of principal arterial routes into London. There is no parking outside One Silk Street. There are car parks just two minutes drive from the venue in the Barbican Centre and on Aldersgate Street.
One Silk Street features disabled access at the Shire House entrance located on Silk Street. Outside the building, to the left of the entrance area, there is a ramp to the entrance doors. There is a platform lift inside the building from the entrance lobby to the upper ground floor level where the meeting will take place. All rooms have disabled access.
Limited parking facilities are available on site subject to advance booking through the Linklaters Client Space team on 0207 456 3110.
There is an integrated Audio Induction Loop in the Auditorium where the meeting will be held.
Please remember to bring your Attendance Card with you. Please bring some form of identification with you to the Annual General Meeting in case we need to verify that your name appears on our register of shareholders or proxies.
We thank you in advance for your co-operation with our security staff.
We would advise you that we reserve the right to check bags or briefcases. We do not permit behaviour that may interfere with anyone's security, safety or the good order of the meeting.
We do not permit cameras (including mobile phone cameras) or recording equipment at the meeting and we would be grateful if you could ensure that you have switched off all electronic communication devices before entering the meeting.
Please let us know at Registration if you wish to ask a question during the meeting. Alternatively, you can email your question to [email protected] prior to the meeting.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.