AGM Information • Jul 23, 2013
AGM Information
Open in ViewerOpens in native device viewer
at Holborn Bars, 138-142 Holborn, London EC1N 2NQ on Tuesday 3 September 2013 at 11.00am
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if you reside elsewhere, another appropriately authorised financial adviser.
If you have sold or otherwise transferred all of your shares in DS Smith Plc ('DS Smith' or the 'Company'), please pass this document together with the accompanying proxy form as soon as possible to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.
You are invited to attend the Company's AGM at Holborn Bars, 138-142 Holborn, London EC1N 2NQ on Tuesday 3 September 2013 at 11.00am. The AGM is an important day in our calendar and is the Board's opportunity to present the Company's performance and strategy to shareholders and to listen and respond to your questions.
This year, we will be hosting the AGM at Holborn Bars, 138-142 Holborn, London EC1N 2NQ. This new venue is accessible by bus and tube. More details about the day and how to get there, including a map, can be found on page 7 of this Notice.
The formal Notice of Meeting is attached to this letter. The meeting will start at 11.00am, with refreshments available before the meeting and following its conclusion.
Your vote is important to us – you can:
The proxy form invites you to vote in one of three ways for each of the resolutions: 'for', 'against' or 'vote withheld'. The 'vote withheld' option enables you to abstain on any particular resolution, but it should be noted that a 'vote withheld' is not a vote in law and will not be counted in the calculation of the proportion of votes 'for' and 'against' a resolution. Please note that all proxy appointments must be received by our Registrars no later than 48 hours before the start of the meeting.
At the meeting itself, the votes will be taken by poll rather than on a show of hands. The final result is more democratic as the proxy results are added to the votes of shareholders present and shareholders have one vote for every share held. The results will be published on our website, www.dssmith.uk.com/about-us and will be released to the London Stock Exchange.
In 2012 all resolutions were passed at the meeting with votes ranging from 68.47% to 100% in favour.
Our corporate website, www.dssmith.uk.com, is the principal means we use to communicate with our shareholders. There is a wealth of information online including:
– a copy of our full Annual Report;
If you cannot attend the meeting, we would still like to understand the themes and issues of concern to you, as shareholders. You may send your comments by e-mail to [email protected], with the heading AGM 2013 or by post to the Company's registered office address.
An explanation of each of the resolutions is set out below. Resolutions 1 to 12 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 13 to 15 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.
The Directors present to shareholders at the AGM the Reports of the Directors and Auditor and the financial statements of the Company for the year ended 30 April 2013. These are contained in the Annual Report.
Final dividends declared by shareholders must not exceed the amount recommended by the Directors. By passing Resolution 2, shareholders will declare a final dividend. The amount of the final dividend recommended by the Directors is 5.5 pence net per ordinary share.
As required by section 439 of the Companies Act 2006, shareholder approval is sought for the Remuneration Report set out on pages 58 to 70.
The Articles of Association of the Company require that a Director shall retire from office if he has been appointed by the Board since the previous AGM or if it is the third AGM following that at which he was elected or last re-elected. However, in accordance with the UK Corporate Governance Code, the Directors have resolved that all Directors other than Mr Bunker will retire and stand for election or re-election at the forthcoming AGM. As announced on 4 July 2012, Mr Bunker will be stepping down from the Board at this year's AGM and so will not be offering himself for re-election.
Ms O'Donovan and Mr Britton were both appointed as Directors since the previous AGM, and are offering themselves for election by shareholders for the first time at the AGM. The Board is
recommending Ms O'Donovan for election because her skills and considerable Board level experience will be valuable to the Board. The Board is recommending Mr Britton for election because his experience in the international consumer brand sector is an asset to the Board.
Having considered the performance of and contribution made by each of the Directors and following formal performance evaluation, the Board remains satisfied that, and the Chairman confirms that, the performance of each Director continues to be effective and to demonstrate commitment to the role and as such the Board recommends their re-election. A biography of each Director appears on pages 48 to 49 of the Annual Report and appears on the Company's website at www.dssmith.uk.com.
The auditor of a company must be re-appointed at each general meeting at which accounts are presented. Resolution 10 proposes the re-appointment of the Company's existing auditor, Deloitte LLP, until the next AGM and Resolution 11 gives authority to the Directors to determine the auditor's remuneration.
The Audit Committee has reviewed the external audit provision and considers it an appropriate time to undertake a full tender process for external audit services. The Audit Committee has therefore approved a tender process which will be carried out during 2013.
At the AGM held on 4 September 2012, shareholders authorised the Directors, under section 551 of the Companies Act 2006, to allot shares without the prior consent of shareholders for a period expiring at the conclusion of the AGM to be held in 2013 or, if earlier, on 1 November 2013. It is proposed to renew this authority and to authorise the Directors under section 551 of the Companies Act 2006 to allot ordinary shares or grant rights to subscribe for or convert any security into shares in the Company for a period expiring no later than 1 November 2014.
Paragraph (a)(i) of Resolution 12 will allow the Directors to allot ordinary shares up to a maximum nominal amount of £30,967,297.10 representing approximately one third (33.33%) of the Company's existing issued share capital and calculated as at 9 July 2013 (being the latest practicable date prior to publication of this circular). In accordance with the latest institutional guidelines issued by the Association of British Insurers, paragraph (a)(ii) of Resolution 12 will allow Directors to allot, including the ordinary shares referred to in paragraph (a)(i) of Resolution 12, further of the Company's ordinary shares in connection with a pre-emptive offer by way of a rights issue to ordinary shareholders up to a maximum nominal amount of £61,934,594.20, representing approximately two thirds (66.67%) of the Company's existing issued share capital and calculated as at 9 July 2013 (being the latest practicable date prior to publication of this circular). The Directors have no present intention of exercising this authority. However, if they do exercise the authority, the Directors intend to follow emerging best practice as regards its use as recommended by the Association of British Insurers. Resolution 12 will be proposed as an ordinary resolution to renew this authority until the conclusion of the next AGM or, if earlier, the close of business on 1 November 2014.
Also at last year's meeting, a special resolution was passed, under sections 570 and 573 of the Companies Act 2006, empowering the Directors to allot equity securities for cash without first being required to offer such shares to existing shareholders. It is proposed that this authority also be renewed. If approved, the Resolution will authorise the Directors to issue shares in connection with a rights issue and otherwise to issue shares for cash up to a maximum nominal amount of £4,645,094.57 which includes the sale on a non pre-emptive basis of any shares the Company may hold in treasury for cash. The maximum nominal amount of equity securities to which this authority relates represents approximately 5% of the issued share capital of the Company as at 9 July 2013 (being the latest practicable date prior to publication of this document).
The Directors do not intend to issue more than 7.5% of the issued share capital of the Company for cash on a non pre-emptive basis in any rolling three-year period without prior consultation with the shareholders and the Investment Committees of the Association of British Insurers and the National Association of Pension Funds. Resolution 13 will be proposed as a special resolution to renew this authority until the conclusion of the next AGM or, if earlier, the close of business on 1 November 2014.
This Resolution, which will be proposed as a special resolution, seeks to renew the existing authority for the Company to purchase its own shares in the market. This authority gives the Company greater flexibility in managing its capital resources. The Directors have no specific intention of using this authority and would do so only when, in the light of market conditions, they believed that the effect of such purchases would be to increase earnings per share, and that the purchases were in the interests of shareholders generally. The Directors would also give careful consideration to gearing levels of the Company and its general financial position. The purchase price would be paid out of distributable profits. Resolution 14 specifies the maximum number of shares which may be purchased (representing approximately 10% of the Company's issued share capital at 9 July 2013, being the latest practicable date prior to publication of this document), the minimum and maximum prices at which they may be bought and when the authority will expire, reflecting the requirements of the Companies Act 2006 and the Listing Rules of the FCA. The minimum price at which the shares may be purchased is their nominal value and the maximum price is the higher of 5% above the average of the middle market values of those shares for the five business days before the purchase is made and the amount stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 2003. The Companies Act 2006 enables certain listed companies to hold shares in treasury, as an alternative to cancelling them, following a purchase of own shares by the Company. Shares held in treasury may subsequently be cancelled, sold for cash or used to satisfy share options and share
awards under the Company's share schemes. Once held in treasury, the Company is not entitled to exercise any rights, including the right to attend and vote at meetings, in respect of those shares. Further, no dividend or distribution of the Company's assets may be made to the Company in respect of those shares whilst held in treasury. Accordingly, if the Directors exercise the authority conferred by Resolution 14, the Company will have the option of holding those shares in treasury rather than cancelling them. The total number of ordinary shares that are under option through the Company's share option schemes at 9 July 2013 (being the latest practicable date prior to publication of this document) is 18,444,864 of which 5,853,539 are options over unissued ordinary shares. The proportion of issued ordinary share capital that the options over unissued ordinary shares represented on this date was 0.64% and the proportion of issued ordinary share capital that they will represent if the full authority to purchase shares (existing and being sought) is used is 0.58%. The authority will expire at close of business on 1 November 2014 or at the conclusion of the next AGM (whichever is the earlier). It is the present intention of the Directors to seek a similar authority annually.
The notice period required by the Companies Act 2006 for general meetings of the Company is 21 days unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days (AGMs must always be held on at least 21 clear days' notice).
At last year's AGM, shareholders authorised the calling of general meetings other than an AGM on not less than 14 clear days' notice and it is proposed that this authority be renewed. The authority granted by this resolution, if passed, will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.
Note that if a general meeting is called on less than 21 clear days' notice, the Company will make a means of electronic voting available to all shareholders for that meeting. The flexibility offered by this resolution will be used where, taking into account the circumstances, the Directors consider this appropriate in relation to the business of the meeting and in the interests of the Company and shareholders as a whole.
Your Directors believe that all the proposals in the resolutions to be considered at the AGM are in the best interests of the Company and its shareholders and recommend shareholders to vote in favour of the resolutions. The Directors will be voting in favour of the resolutions in respect of their own shareholdings.
Group General Counsel and Company Secretary
Notice is hereby given that the Annual General Meeting of DS Smith Plc will be held at Holborn Bars, 138-142 Holborn, London EC1N 2NQ, on Tuesday 3 September 2013 at 11.00am to consider and, if thought fit, pass the following resolutions, of which resolutions 1 to 12 will be proposed as ordinary resolutions and resolutions 13 to 15 will be proposed as special resolutions.
(c) all previous unutilised authorities under section 551 of the Companies Act 2006 shall cease to have effect (save to the extent that the same are exercisable pursuant to section 551(7) of the Companies Act 2006 by reason of any offer or agreement made prior to the date of this resolution which would or might require shares to be allotted or rights to be granted on or after that date).
(d) the authority hereby conferred shall, unless previously varied, revoked or renewed, expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 1 November 2014, save that the Company shall be entitled under such authority to make at any time before the expiry thereof any contract or contracts to purchase its ordinary shares which will or might be concluded wholly or partly after the expiry of such authority and may make a purchase of ordinary shares in pursuance of any such contract; and
(e) all existing authorities for the Company to make market purchases of ordinary shares are revoked, except in relation to the purchase of shares under a contract or contracts concluded before the date of this resolution and which has or have not yet been executed.
By Order of the Board
Group General Counsel and Company Secretary
Beech House Whitebrook Park 68 Lower Cookham Road Maidenhead Berkshire SL6 8XY
22 July 2013
If two or more valid but differing appointments of a proxy are received in respect of the same share for use at the same meeting, the one which is last received (regardless of its date or the date of its signature) shall be treated as replacing and revoking the others as regards that share; if the Company is unable to determine which was received last, none of them shall be treated as valid in respect of that share. To be effective, Forms of Proxy and power of attorney or other authority, if any, under which they are signed or a notarially certified or office copy of such power or authority must reach the Registrars at the address shown on the Form and the Registrars must receive any electronic appointment of proxy not later than 48 hours before the time of the Meeting. Completion and return of the Form or appointing a proxy electronically will not, however, prevent a Member from attending and voting at the Meeting. A Member must inform the Registrars in writing of any termination of the authority of a proxy.
(v) The statement of rights of shareholders in relation to the appointment of proxies in Notes (ii) and (iii) above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.
(vi) Nominated persons are reminded that they should contact the registered holder of their shares (and not the Company) on matters relating to their investments in the Company.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear'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 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 for receipt of proxy appointments specified in (iii) above. 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 appointee through other means.
CREST Members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST Member concerned to take (or, if the CREST Member is a CREST personal Member or sponsored Member or has appointed a voting service provider(s), to procure that his CREST sponsor 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 sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. The CREST Manual can be reviewed at www.euroclear.com/CREST.
(viii) As at 9 July 2013 (being the latest practicable date prior to publication of this document), the Company's issued share capital consists of 929,018,913 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 9 July 2013 are 929,018,913.
Tuesday 3 September 2013.
Holborn Bars, 138-142 Holborn, London EC1N 2NQ
The Meeting will start promptly at 11.00am and shareholders wishing to attend are advised to be in the venue no later than 10.50am. The reception area will be open from 10.30am, from which time refreshments will be served.
A map on the reverse of the Admittance Card shows the location of Holborn Bars and the nearest underground and railway stations. There are no car-parking facilities at the venue.
Please bring the Admittance Card (which is the tear-off section to the right of the Form of Proxy) with you to the Meeting. You may be asked to show the Card before being admitted to the venue. Shareholders and proxy holders may also be required to provide proof of identity. The registration process may take longer without these documents. Shareholders are politely requested to bring no more than one guest to the Meeting except by prior arrangement with the Company Secretary.
The facilities at Holborn Bars have wheelchair access. If you are planning to come to the Meeting and are a wheelchair user, please call +44 (0) 20 7842 3500 when nearing the building.
Shareholders who intend to ask a question related to the business of the Meeting are asked to provide their name, address and question at the Registration desk. Staff from Equiniti will be on hand to provide advice and assistance.
DS Smith Plc Beech House Whitebrook Park 68 Lower Cookham Road Maidenhead Berkshire SL6 8XY
Registered in England No 1377658
The Group Head Office is relocating to central London later in the calendar year, at which time the registered office will change to the new address.
Telephone +44 (0) 1628 583 400 Fax +44 (0) 1628 583 401 E-mail [email protected] www.dssmith.uk.com
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.