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Spectris PLC — Proxy Solicitation & Information Statement 2021
Apr 7, 2021
4698_agm-r_2021-04-07_eb53080f-769d-42d5-b2e9-4de1e5a8a67c.pdf
Proxy Solicitation & Information Statement
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spectris
Spectris plc Notice of Annual General Meeting
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about the contents of this document or the action you should take, it is recommended that you seek your own independent financial advice immediately from your stockbroker, bank manager, fund manager, solicitor, accountant or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
If you sell or have sold or otherwise transferred all of your shares in Spectris plc, please forward this document, together with the accompanying documents, as soon as possible to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for delivery to the purchaser or the transferee. If you sell or have sold or otherwise transferred only part of your holding of shares in Spectris plc, you should retain this document and the accompanying documents and consult with the bank, stockbroker or other agent through whom the sale or transfer was effected as to the action you should take. However, neither this document nor any accompanying documents should be released, published, distributed, forwarded or transmitted, in whole or in part, into or from any jurisdiction in which to do so would constitute a breach of the relevant laws of such jurisdiction.
Spectris plc Incorporated and registered in England with registered number 2025003.
Please read the whole of this document. Your attention is drawn to the letter from the Chairman of Spectris plc which is set out in Part I (Letter from the Chairman) of this document and which contains the unanimous recommendation from the Board that you vote in favour of the resolutions to be proposed at the Annual General Meeting referred to below.
Notice of the Annual General Meeting of the Company to be held at Heritage House, Church Road, Egham, TW20 9QD at 12:00 p.m. on Friday 14 May 2021 is set out in Part II of this document. In addition, we are also enabling shareholders to view the meeting electronically given that under current UK Government guidelines, it is unlikely that different households will be permitted to meet until after the 2021 AGM. Further information on how to listen to the meeting electronically can be found on page 12. The Board is closely monitoring developments in relation to COVID-19 and will provide an update on our website (www.spectris.com) if any changes are required to the AGM arrangements.
A Form of Proxy for use at the Annual General Meeting accompanies this document. To be valid, the enclosed Form of Proxy should be completed, signed and returned in accordance with the instructions printed thereon, as soon as possible and, in any event, so as to reach the Company's registrars, Equiniti, by no later than 12:00 p.m. on Wednesday 12 May 2021. All Forms of Proxy must be submitted at the address provided in the 'Investors' section of www.spectris.com by post or by hand.
In the case of Shareholders holding their shares through CREST, instructions for the appointment of a proxy can be delivered by using the CREST electronic proxy appointment service in accordance with the procedures set out in this document. Completion of a Form of Proxy will not preclude a member attending and voting in person at the meeting (provided such attendance is permitted by applicable guidance and restrictions related to COVID-19). Further instructions relating to the Form of Proxy are set out in Part II of this document.
The contents of this document have not been reviewed by any regulatory authority in the United Kingdom or any other jurisdiction. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.
This document is dated 19 March 2021
Contents
Part I – Letter from the Chairman 1
Part II – Notice of Annual General Meeting 2
Part III – Definitions 10
Appendix I – Expected Timetable for the Final Dividend 11
Appendix II – Proposed changes to Articles of Association 11
Appendix III – Joining the AGM electronically 12
Notice of Annual General Meeting
Part I – Letter from the Chairman
Dear Shareholder
Annual General Meeting
I am pleased to confirm that the annual general meeting of Spectris plc (the "Company") will be held at Heritage House, Church Road, Egham, TW20 9QD on Friday 14 May 2021 at 12:00 p.m. (the "AGM" or "Annual General Meeting").
COVID-19
Due to the ongoing impact of COVID-19, the disease caused by the novel coronavirus, UK Government legislation and guidance currently prohibits public gatherings and it is uncertain whether such restrictions will be in place at the time of the 2021 AGM. At the time that this document is published, the Company will be required to restrict physical attendance at the AGM and therefore Shareholders will not be permitted to attend in person and all votes at the AGM will be taken by poll. This is to ensure we meet the requirements of the latest UK Government guidance put in place in response to the COVID-19 pandemic. The arrangements for the AGM are being kept under careful consideration and, if the Company considers that any changes are necessary or appropriate, shareholders will be updated through the Company website (www.spectris.com).
To enable shareholders to continue to play an active role in the AGM and encourage engagement with the Board, the Company will provide facilities for its shareholders to follow proceedings and ask questions remotely. Details of these arrangements are provided on page 12. Shareholders are encouraged to make full use of such facilities but note that use of these arrangements will not be sufficient for shareholders to count towards the quorum for, or vote on resolutions put to, the meeting.
To cast your vote, please complete, sign and return the enclosed Form of Proxy in accordance with the instructions printed thereon and as explained further on pages 7 to 9. It is recommended that shareholders appoint the Chairman as their proxy. If a shareholder appoints someone other than the Chairman as their proxy, under current UK Government guidelines, that person would not be able to attend the Annual General Meeting in person or cast that shareholder's vote(s).
The purpose of this document is to explain certain elements of the business which will be considered at the AGM. The formal notice of AGM (the "AGM Notice") is set out on pages 2 to 3 of this document and explanatory notes on the business to be considered are set out on pages 4 to 6.
Action to be taken
As a Shareholder, you are entitled to vote on various Company matters being considered at the AGM. At the 2021 AGM, we have put in place arrangements to allow shareholders to follow proceedings remotely. Questions on the business of the AGM can be asked in advance, more details on this are set out on page 8. Details for appointing a proxy are contained in the Notes for Shareholders section on pages 7 to 9.
Each Shareholder registered on the register of members of the Company at 6:30 p.m. on Wednesday 12 May 2021 is entitled to vote on all resolutions contained in the AGM Notice (the "Resolutions"). In light of current UK Government guidelines, we recommend that Shareholders ensure that they are able to vote by completing the Form of Proxy sent to you with this document and return it to Equiniti, the Company's registrar, as soon as possible and in any event not later than 12:00 p.m. on Wednesday 12 May 2021.
Recommendation to Shareholders
In addition to the usual items of business, your Board of Directors is seeking shareholder approval to adopt revised Articles of Association, which have been updated to allow the Company to offer shareholders the option to attend the AGM electronically and participate in live voting and count towards the quorum. In line with best practice, this amendment to the Articles of Association does not permit the Company to hold solely virtual general meetings.
Your Board of Directors believe that the proposals described in this document are in the best interests of the Company and its Shareholders as a whole and recommend that you vote in favour of all of the Resolutions. The Directors intend to do so in respect of their own shareholdings.
On behalf of the Board of Directors, I would like to thank you for your continued support.
Yours faithfully
Mark Williamson
Chairman
19 March 2021
Spectris plc Notice of Annual General Meeting 2020
Part II – Notice of Annual General Meeting
Notice is hereby given that the 2021 Annual General Meeting of the Company will be held at Heritage House, Church Road, Egham, TW20 9QD on Friday 14 May 2021 at 12:00 p.m. to consider and, if thought fit, pass the Resolutions detailed below. Shareholders who wish to, will be able to access the meeting electronically, with further details set out on page 12.
Resolutions 1 to 14 (inclusive) are proposed as ordinary resolutions, requiring more than half of the votes cast to be in favour for each of those Resolutions to be passed. Resolutions 15 to 19 (inclusive) are proposed as special resolutions, requiring three-quarters of the votes cast to be in favour for each of those Resolutions to be passed.
Annual Report and Accounts
- To receive the annual report and accounts of the Company for the financial year ended 31 December 2020 (the "Annual Report").
Directors' Remuneration Report
- To approve the Directors' Remuneration Report set out on pages 78 to 97 of the Annual Report.
Final dividend
- To declare a final dividend of 46.5p per Ordinary Share for the financial year ended 31 December 2020 to be paid on 30 June 2021 to those Shareholders on the register at the close of business on 14 May 2021.
Re-election of directors
- To re-elect Karim Bitar as a Non-executive Director of the Company.
- To re-elect Derek Harding as an Executive Director of the Company.
- To re-elect Andrew Heath as an Executive Director of the Company.
- To re-elect Ulf Quellmann as a Non-executive Director of the Company.
- To re-elect William (Bill) Seeger as a Non-executive Director of the Company.
- To re-elect Cathy Turner as a Non-executive Director of the Company.
- To re-elect Kjersti Wiklund as a Non-executive Director of the Company.
- To re-elect Mark Williamson as a Non-executive Director of the Company.
Re-appointment and remuneration of auditor
- To re-appoint Deloitte LLP as auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting of the Company at which accounts are laid.
- To authorise the Directors, acting through the Audit and Risk Committee, to agree the remuneration of Deloitte LLP as auditor of the Company.
Directors' authority to allot shares
- That, in substitution for all existing authorities, the Directors be and are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company up to a maximum aggregate nominal amount of £1,938,097 for a period expiring (unless previously revoked, varied or renewed) at the end of the Company's 2022 annual general meeting or, if sooner, 14 August 2022, save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert any security into shares to be granted after this authority expires and the Directors may allot shares or grant rights to subscribe for or convert any security into shares in pursuance of such offer or agreement as if this authority had not expired.
Disapplication of pre-emption rights
- That, subject to the passing of Resolution 14, and in substitution for all subsisting authorities, the Directors be and are hereby authorised pursuant to sections 570 and 573 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash, pursuant to the authority conferred by Resolution 14 and/or to sell ordinary shares held by the Company as treasury shares for cash, in each case free of restriction in section 561(1) of the Act, provided that such power shall be limited:
(i) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer or issue of or invitation to apply for equity securities (including, without limitation, under a rights issue, open offer or similar arrangement) to holders of equity securities in proportion (or as nearly as practicable) to the respective numbers of ordinary shares held by them or, in the case of other equity securities, in proportion to the number of ordinary shares into which they would convert, or such other basis of allocation as the Directors consider fair and reasonable, but subject to such exclusions or other arrangements as the Directors may deem necessary or desirable to deal with fractional entitlements, treasury shares, record dates or any legal, regulatory or practical problems in, or under the laws of, any territory or the requirements of any regulatory authority or stock exchange in any territory or otherwise; and
Spectris plc Notice of Annual General Meeting 2020
Notice of Annual General Meeting
(ii) to the allotment of equity securities and sale of treasury shares otherwise than pursuant to paragraph (i) of this Resolution, up to an aggregate nominal amount of £290,714, and any such authority shall expire at the end of the Company's 2022 annual general meeting or, if sooner, 14 August 2022 (save that the Company may, before the expiry of the power hereby conferred, make any offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry and the Directors may allot equity securities pursuant to any such offer or agreement as if the power hereby conferred had not expired). This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Act as if in the first paragraph of this Resolution the words "pursuant to the authority conferred by Resolution 14" were omitted.
- That, subject to the passing of Resolution 14, and in place of all existing and unused powers, the Directors be and are hereby authorised, in addition to any authority granted under Resolution 15 and pursuant to sections 570 and 573 of the Act, to allot equity securities (within the meaning of section 560 of the Act) for cash, pursuant to the authority conferred by Resolution 14, and/or to sell ordinary shares held by the Company as treasury shares for cash, as if section 561(1) of the Act did not apply to any such allotment or sale, provided that such power shall be:
(i) limited to the allotment of equity securities and sale of treasury shares up to an aggregate nominal amount of £290,714 (being just less than 5 per cent of the issued share capital of the Company (excluding treasury shares) on 18 March 2021, the last practicable date prior to the publication of this AGM Notice); and
(ii) used only for the purposes 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 Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this AGM Notice,
and any such authority shall expire at the end of the Company's 2022 annual general meeting or, if sooner, 14 August 2022 (save that the Company may, before the expiry of the power hereby conferred, make any offer or agreement which would or might require equity securities to be allotted or treasury shares to be sold after such expiry and the Directors may allot equity securities pursuant to any such offer or agreement as if the power hereby conferred had not expired). This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Act as if in the first paragraph of this Resolution the words "pursuant to the authority conferred by Resolution 14" were omitted.
Share buybacks
- That the Company is hereby generally and unconditionally authorised for the purposes of section 701 of the Act to make one or more market purchases (within the meaning of section 693(4) of the Act) of its ordinary shares on such terms and in such manner as the Directors may from time to time determine, and where such shares are held as treasury shares the Company may use them for the purposes of its employee share schemes, provided that:
(i) the maximum number of ordinary shares which may be purchased is 11,628,582 Ordinary Shares;
(ii) the minimum price (exclusive of all expenses) which may be paid for each ordinary share is 5 pence (being the nominal value of an Ordinary Share);
(iii) the maximum price (exclusive of all expenses) which may be paid for each ordinary share shall not be more than the higher of:
(a) 105 per cent. of the average of the middle market quotations for an ordinary share of the Company (as derived from the London Stock Exchange's Daily Official List) for the five business days immediately preceding the day on which the purchase is made; and
(b) the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out;
(iv) unless previously renewed, revoked or varied, this authority shall expire at the end of the Company's 2022 annual general meeting or, if earlier, 14 August 2022; and
(v) under this authority, the Company may make a contract to purchase ordinary shares which would or might be completed or executed wholly or partly after the expiry of this authority and may make purchases of ordinary shares pursuant to that contract as if this authority had not expired.
Notice of general meetings
- That the period of notice required for general meetings of the Company (other than annual general meetings) shall be not less than 14 clear days' notice.
Articles of Association
- That with effect from the conclusion of this meeting, the proposed new Articles of Association of the Company, as submitted to the meeting and initialled by the Chairman for the purposes 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.
By order of the Board
Mark Serfözö
General Counsel and Company Secretary
19 March 2021
Registered office: Heritage House, Church Road, Egham, Surrey TW20 9QD
Registered in England and Wales
Registered number: 2025003
Spectris plc Notice of Annual General Meeting 2020
Notes on Resolutions
Resolution 1
Annual Report and Accounts
The Board of Directors will present the audited accounts for the financial year ended 31 December 2020, together with the Strategic Report, Directors' Report, Directors' Remuneration Report and Auditors' Reports on those accounts.
Resolution 2
Directors' Remuneration Report
The Directors' Remuneration Report is set out on pages 78 to 97 of the Annual Report and provides details of both Executive Directors' and Non-executive Directors' remuneration for the year ended 31 December 2020 in accordance with the Directors' Remuneration Policy, which was approved for a three-year period at a general meeting held in December 2019. This is an advisory vote by Shareholders and the Directors' entitlement to remuneration received or receivable for the year ended 31 December 2020 is not conditional on it.
The Company's external auditor, Deloitte LLP, has audited those parts of the Annual Report on remuneration that are required to be audited and their report can be found on pages 103 to 110 of the Annual Report.
Resolution 3
Final Dividend
A final dividend can only be paid following shareholder approval at a general meeting. A final dividend of 46.5p per ordinary share for the year ended 31 December 2020 is recommended by the Directors. If approved, the recommended final dividend will be paid on 30 June 2021 to shareholders on the register at 6:00 p.m. on 14 May 2021.
The DRIP is available in respect of the final dividend. A DRIP booklet and application form are available from Equiniti, the Company's registrar, at the address provided in the investors section of the Company's website (www.spectris.com).
Resolutions 4 to 11 (inclusive)
Re-election of Directors
In accordance with the Company's Articles of Association and in line with the provisions of the UK Corporate Governance Code, each new Director appointed to the Board is subject to election by Shareholders at the first annual general meeting following their appointment and each previously elected Director is required to stand for re-election at the following annual general meeting.
Biographical details for each Director can be found on pages 60 and 61 of the Annual Report and on the Company's website (www.spectris.com).
Having served on the Board for nine years in May 2021, Martha Wyrsch will retire from the Board at the AGM and will not, therefore, offer herself for re-election.
Details of the activities of the Board during the year and the 2020 externally conducted Board evaluation process can be found on page 69 of the Annual Report.
Having considered the skills and experience and the performance of, and contribution made by, each Director, and the independence of each Non-executive Director (particularly in respect of those who have served in excess of six years), the Board is satisfied that all Directors continue to be effective and 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 of Directors.
Through the evaluation process, the effectiveness of the Board as a whole is monitored and individual Directors provide ongoing consideration of strategic, operational, financial and risk matters, and appropriately challenge management. Each individual Director has a variety of experience and skills that are relevant to the roles that they hold within the Spectris Group. The Directors' biographies contained within the Annual Report (pages 60 to 61) set out in further detail the skills of each of the directors. It is the Board's view that these contributions, combined with the individual skills and experience of each director are the reasons why their contribution is and continues to be important to the Company's long-term sustainable success.
As such, the Board unanimously recommends the re-election of each of the Directors.
Resolutions 12 and 13
Re-appointment and remuneration of auditor
The Company is required to appoint an external auditor at each general meeting at which accounts are laid before the Company, to hold office from the conclusion of that general meeting until the conclusion of the next general meeting. The Board recommends the re-appointment of the current auditor, Deloitte LLP, who was appointed for the first time at the 2017 annual general meeting following a competitive tender process.
Further, it is recommended that the Directors, acting through the Audit and Risk Committee, be authorised to determine the auditor's remuneration.
Resolution 14
Directors' authority to allot shares
Under the Act, the Directors of the Company may generally only allot shares or grant rights over shares if authorised to do so by the shareholders. In accordance with the current guidelines issued by the Investment Association (the "IA"), the Directors confirm their intention to seek renewal of the authority granted at the 2020 annual general meeting which expires at the end of the forthcoming AGM or, if sooner, 22 August 2021.
Spectris plc Notice of Annual General Meeting 2020
Notice of Annual General Meeting
The renewed authority is to be limited to shares up to an aggregate nominal amount of £1,938,097 (being just less than one-third of the issued share capital of the Company (excluding treasury shares) as at 18 March 2021 (the last practicable date prior to the publication of this AGM Notice)). The Company held 4,893,499 shares in treasury at 18 March 2021, (being 4.21 per cent of the ordinary issued share capital of the Company (excluding treasury shares) on the latest practicable date).
The authority conferred by this Resolution shall (unless previously revoked, varied or renewed) expire at the end of the Company's 2022 annual general meeting or, if sooner, 14 August 2022. However, the Company may make an offer or agreement prior to the expiry of this authority which would or might require relevant securities to be allotted after the expiry of this authority and in such a case the Directors will be permitted to allot securities pursuant to such offer or agreement as if this authority had not expired.
Other than in respect of the Company's obligations under its employee share schemes, the Directors have no present intention of issuing any shares under this authority, but they believe it to be in the best interests of the Company that they should continue to have this authority so that such allotments can take place to finance appropriate opportunities that may arise.
Resolutions 15 and 16
Disapplication of pre-emption rights
Your Directors also require additional authority from Shareholders to allot shares, grant rights over shares or sell treasury shares where they propose to do so for cash otherwise than to existing Shareholders pro rata to their holdings. Circumstances may arise in which it would be in the best interests of the Company for the Directors to have the power to issue a limited number of shares or sell treasury shares for cash otherwise than to existing shareholders, to take advantage of business opportunities as these arise or to manage the Company's capital base more effectively.
Your Board proposes that the authority granted at the 2020 annual general meeting be renewed, in accordance with IA guidelines, to expire at the end of the Company's 2022 annual general meeting or, if sooner, 14 August 2022, thereby enabling the Directors to allot ordinary shares and sell treasury shares for cash free of statutory pre-emption rights:
(i) in the case of Resolution 15, up to an aggregate nominal amount of £290,714 (being just less than 5 per cent of the issued share capital of the Company (excluding treasury shares) as at 18 March 2021 (the last practicable date prior to the publication of this AGM Notice)), and (ii) in the case of Resolution 16 (in relation to an acquisition or other capital investment, as defined by the Pre-Emption Group's Statement of Principles), up to an additional aggregate nominal amount of £290,714 (being just less than 5 per cent of the issued share capital of the Company (excluding treasury shares) as at 18 March 2021 (the last practicable date prior to the publication of this AGM Notice)).
The Directors intend to adhere to the provisions of the Pre-Emption Group's Statement of Principles, as updated in March 2015, and not allot shares for cash on a non-pre-emptive basis pursuant to the authority in Resolution 14:
(i) in excess of an amount equal to 5 per cent. of the total issued share capital of the Company excluding treasury shares; or
(ii) in excess of an amount equal to 7.5 per cent. of the total issued ordinary share capital of the Company (excluding treasury shares) within a rolling three-year period, without prior consultation with Shareholders,
in each case other than in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.
Resolution 17
Share buybacks
The authority given to the Company at the 2020 annual general meeting to purchase its own shares expires on the date of the forthcoming annual general meeting or, if sooner, 22 August 2021.
On 25 February 2021, in light of the net cash position of the business and leverage being outside the target range of the long-term policy, the Directors announced their intention to undertake a £200 million on-market share buyback programme. The first tranche of such buyback, which is for an amount up to £50 million, is being carried out through an irrevocable agreement which has been entered into with Jefferies International Limited. The first tranche is being carried out under the authority given to the Company in the 2020 annual general meeting. Shares purchased in the first tranche will be cancelled.
The Directors intend to use the authority granted by this resolution to make market purchases of the Company's ordinary shares up to £200 million in line with the announcement on 25 February 2021. The Directors have no present intention of exercising the authority granted by this resolution to make market purchases beyond the £200 million, however the authority provides the flexibility to allow them to do so in the future.
Your Directors continue to believe that it is in the best interests of Shareholders that the Company should be able to purchase its own shares in accordance with the Company's capital allocation policy. Your Directors consider that it would be prudent to be able to act at short notice in making such purchases if it will be likely to promote the success of the Company for the benefit of Shareholders
Spectris plc Notice of Annual General Meeting 2020
5
Notes on Resolutions continued
as a whole, having regard to other investment opportunities open to the Company. In reaching any decision to purchase ordinary shares, the Directors will take into account the Company's cash resources and capital requirements and the effect of any purchase on gearing levels and on earnings per share. The Act permits the Company to cancel any shares purchased under this authority or to hold them as treasury shares with a view to reselling them at a future date or to use them for the purpose of employee share schemes. This would give the Company the ability to re-issue treasury shares quickly and cost effectively and provide the Company with additional flexibility in the management of its capital base. Any transfers of treasury shares for the purposes of the Company's employee share schemes will be made within the recommended 10 per cent. anti-dilution limit set by the IA and no dividends would be paid on, and no voting rights would be exercised in respect of, treasury shares.
Your Directors are seeking the authority to make market purchases of up to a maximum of 11,628,582 Ordinary Shares, representing just under 10 per cent of the issued share capital of the Company (excluding treasury shares) as at 18 March 2021 (the last practicable date prior to the publication of this AGM Notice). The maximum price to be paid for an ordinary share of the Company on any occasion will be the higher of (i) 105 per cent of the average of the middle market quotations for an ordinary share of the Company (as derived from the London Stock Exchange's Daily Official List) for the five business days immediately preceding the day on which the purchase is made and (ii) the higher of the price of the last independent trade and the highest independent bid on the trading venue where the purchase is carried out (in each case exclusive of all expenses). The minimum price to be paid for an ordinary share of the Company will be: 5 pence (being the nominal value of an Ordinary Share).
The authority conferred shall (unless previously revoked, varied or renewed) expire at the end of the Company's 2022 annual general meeting or, if sooner, 14 August 2022.
However, if a contract for the purchase of ordinary shares is concluded before the expiry of this authority but the relevant purchase will or may be executed in whole or in part after the expiry of this authority, the Company is authorised to execute such purchase as if this authority had not expired. The Directors intend to seek renewal of this authority at subsequent annual general meetings.
For information, the Company has no warrants outstanding and the total number of options to subscribe for equity shares outstanding on 18 March 2021 was 1,366,941, representing 1.18 per cent of the issued share capital of the Company (excluding treasury shares) on that date. If the full authority to buy back were to be used, the total number of outstanding options on 18 March 2021 would, assuming no further ordinary shares are issued, represent 1.31 per cent of the issued share capital of the Company (excluding treasury shares) on that date.
Resolution 18
Notice of general meetings
The notice period required by the Act for general meetings of the Company is 21 clear days unless shareholders approve a shorter notice period, which cannot, however, be less than 14 clear days. Annual general meetings must always be held on at least 21 clear days' notice. If prior shareholder approval has been obtained, companies may hold general meetings (other than annual general meetings) on 14 clear days' notice, provided electronic voting is made available to all shareholders. Your Directors, therefore, request authority to hold general meetings in the forthcoming year on 14 clear days' notice ("Short Notice"), as they believe this gives greater flexibility and the ability for a faster response if an unexpected meeting is required. Such authority will be effective until the Company's 2022 annual general meeting when it is intended that a similar resolution will be proposed. It is intended that general meetings will not be called on Short Notice as a matter of routine, but that Short Notice will only be used, in accordance with the UK Corporate Governance Code, when the flexibility of using it is merited by the business of the meeting and the circumstances surrounding that business and where calling a general meeting on Short Notice is in the interests of Shareholders as a whole.
Resolution 19
Articles of Association
This Special Resolution is proposed to adopt new Articles of Association (the "New Articles") in order to allow the Company to hold "hybrid" general meetings to provide the Board greater flexibility to align with technological advances, changes in investor sentiment and evolving best practice, particularly in light of the ongoing impact of COVID-19. The principal changes being proposed in the New Articles are summarised in the Appendix II on page 11 of this document.
A copy of the New Articles, together with a copy of the current Articles of Association marked to show the changes proposed by this resolution, will be available for inspection during normal business hours up to the date of the AGM at the registered office of the Company, on the Company's website at www.spectris.com, and at the offices of Slaughter and May, One Bunhill Row, London, EC1Y 8YY. Copies will be made available at the place specified for the AGM for 15 minutes prior to and during the AGM. In each case, the availability for such copies for inspection will be subject to applicable guidance and restrictions related to COVID-19.
Spectris plc Notice of Annual General Meeting 2020
Notice of Annual General Meeting
Notes for Shareholders
1. Voting at the Annual General Meeting
This year, each of the Resolutions to be put to the meeting will be voted on by way of a poll. This is a more transparent method of voting as member votes are counted according to the number of shares held. Approval of an ordinary resolution requires that a simple majority of votes cast be in favour of the resolution. Approval of a special resolution requires three-quarters of votes cast be in favour of the resolution. The results of the voting at the meeting and proxy votes cast will be published on the Company's website www.spectris.com and announced via the Regulatory Information Service as soon as practicable following the conclusion of the AGM.
Shareholders are reminded of their right under section 360BA of the Act to request, within thirty days of the general meeting, information which enables them to determine that their vote on a poll at the general meeting was validly recorded and counted by the Company.
2. Entitlement to attend and vote
The Company hereby gives notice that, in order to have the right (subject to applicable guidance and restrictions related to COVID-19) to attend and vote at the meeting, (and also for the purpose of calculating how many votes a person entitled to attend and vote may cast), a shareholder must be entered on the Company's register of members no later than 6:30 p.m. on Wednesday 12 May 2021 or, if the meeting is adjourned, Shareholders must be entered on the Company's register of members not later than 6:30 p.m. on the day two days prior to the adjourned meeting. Changes to entries on the register after this time shall be disregarded in determining the rights of any person to attend and vote at the meeting or adjourned meeting.
3. Accessing the meeting electronically
To facilitate electronic access to the meeting, Shareholders are requested to use their unique SRN and PIN shown on their Proxy form to log into the AGM website https://lumiagm.com. For further information, please refer to page 12. Shareholders who choose to access the meeting electronically will not count towards the quorum for the meeting, nor will they be able to vote on resolutions put to the meeting. Shareholders are therefore strongly advised to cast their votes via proxy.
4. Appointment of proxies
A member is entitled to appoint another person (who need not be a member of the Company) as his proxy to exercise all or any of his rights to attend, to speak and to vote at the meeting (the exercise of which shall be subject to applicable guidance and restrictions related to COVID-19). 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 him. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder 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 Form of Proxy is enclosed with this AGM Notice. All proxies must be submitted at the office of the registrars by post or by hand not later than 48 hours (excluding non-working days) before the time of the meeting (or, in the case of a poll taken subsequently to the date of the meeting or adjourned meeting, not less than 24 hours before the time appointed for the taking of the poll). Completion of the Form of Proxy will not preclude a member attending and voting in person at the meeting (provided such attendance is permitted by applicable guidance and restrictions related to COVID-19). If you require additional Forms of Proxy, please contact the registrars of the Company, Equiniti, on 0371 384 2586. Telephony provider costs may vary. An overseas helpline number is also available on +44 121 415 7047. Lines are open 8:30 a.m. to 5:30 p.m., Monday to Friday (excluding public holidays in England and Wales).
5. Appointment of proxies using the CREST system
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Annual General Meeting to be held on 14 May 2021 and any adjournment(s) thereof by using the procedures described in the CREST Manual. 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 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 the specifications of Euroclear UK and Ireland Limited ("Euroclear") 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(s) for receipt of proxy appointments specified in this AGM 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 appointee through other means. Completion of a CREST Proxy Instruction will not preclude a member attending and voting in person at the meeting (provided such attendance is permitted by applicable guidance and restrictions related to COVID-19).
Spectris plc Notice of Annual General Meeting 2020
Notes for Shareholders continued
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 CREST Manual can be reviewed at www.euroclear.com.
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.
6. Appointment of Corporate Representatives
A corporate Shareholder is entitled to appoint one or more corporate representatives who may exercise on its behalf all of the same powers the relevant corporate Shareholder could exercise if it were an individual provided they do not do so in relation to the same shares.
7. Rights of Nominated Persons
Any person to whom this AGM Notice is sent who is a person nominated under section 146 of the Act to enjoy information rights (a "Nominated Person") may have a right under an agreement between him/her and the member by whom he/she was nominated, to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such right or does not wish to exercise it, he/she may have a right under such an agreement to give instructions to the member as to the exercise of voting rights.
The statement of the rights of members in relation to the appointment of proxies in notes 4 and 5 above does not apply to Nominated Persons. The rights described in notes 4 and 5 can only be exercised by members of the Company.
8. Right to ask questions
In accordance with section 319A of the Act, all members of the Company and their proxies have the right to ask questions on the matters being discussed at the AGM. If physical attendance is permitted to take place, the usual process will be followed.
Shareholders will also be able to ask questions on the business of the meeting in advance of the AGM by emailing: [email protected]. Any questions that are submitted before Friday 7 May 2021, will have responses written and posted on the Company's website (www.spectris.com) by Monday 10 May 2021.
Shareholders who wish to access the meeting electronically will not be able to submit questions in relation to the business of the meeting, during the AGM.
It would be helpful if you could state your name before you ask a question. The Company must cause to be answered any question 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 the Company's website (www.spectris.com) 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.
9. Publication of statements relating to the audit
Under section 527 of the 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 before the annual general meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Act. The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the 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 Annual General Meeting includes any statement that the Company has been required under section 527 of the Act to publish on a website.
Spectris plc Notice of Annual General Meeting 2020
Notice of Annual General Meeting
10. Documents available for inspection
Copies of the Executive Directors' service contracts, the Directors' deeds of indemnity, the letters of appointment and the terms and conditions of appointment of Non-executive Directors will be available for inspection at the registered office of the Company during normal business hours on any weekday (Saturdays, Sundays and English public holidays excepted) up to and including the date of the AGM and at the place of the AGM for at least 15 minutes prior to and during the AGM. In each case, the availability of such copies for inspection will be subject to applicable guidance and restrictions related to COVID-19.
11. Issued shares and total voting rights
As at 18 March 2021 (being the last practicable date prior to the publication of this AGM Notice), the Company's issued share capital comprised 121,179,321 Ordinary Shares (excluding treasury shares). Each Ordinary Share (other than a treasury share) carries the right to one vote on a poll at a general meeting of the Company and, therefore, the total voting rights in the Company as at that date are 116,285,822. As at 18 March 2021, the Company held 4,893,499 Ordinary Shares as treasury shares.
12. Information available on the Company's website
A copy of this AGM Notice and other information required by section 311A of the Act can be found on the Company's website: www.spectris.com.
13. Use of electronic addresses
Shareholders are advised that they may not use any electronic address (within the meaning of section 333(4) of the Act) provided in this AGM Notice (or in any related documents including the proxy form) to communicate with the Company for any purposes other than those expressly stated.
14. Personal data
Personal data provided by or on behalf of Shareholders in connection with the AGM may be processed by the Company and any third party to whom it discloses such data in connection with the holding of the annual general meeting (including the Company's registrar) for the purposes of compiling and updating the Company's records in connection with the AGM, fulfilling its legal obligations and handling the rights exercised by shareholders.
Spectris plc Notice of Annual General Meeting 2020
9
Part III – Definitions
| “Act” | means the Companies Act 2006 |
|---|---|
| “AGM” or “Annual General Meeting” | means the annual general meeting of Spectris plc to be held at Heritage House, Church Road, Egham, TW20 9QD on Friday 14 May 2021 at 12:00 p.m. |
| “AGM Notice” | means formal notice of the AGM, which is set out on pages 2 to 3 of this document |
| “Annual Report” | means the annual report and accounts of the Company for the financial year ended 31 December 2020 |
| “Company” | means Spectris plc |
| “CREST Proxy Instruction” | means the appropriate CREST message required in order for a proxy appointment or instruction made using the CREST service to be valid |
| “DRIP” | means the Dividend Re-Investment Plan |
| “Euroclear” | means Euroclear UK and Ireland Limited |
| “Final Dividend” | means the proposed divided of 46.5 pence per Ordinary Share for the financial year ended 31 December 2020, as set out in Resolution 3 |
| “Ordinary Shares” | means the ordinary shares with nominal value of 5 pence each in the capital of the Company |
| “Form of Proxy” | means the form of proxy relating to the AGM which has been enclosed with this document |
| “IA” | means the Investment Association |
| “New Articles” | means the proposed new Articles of Association of the Company, as submitted to the meeting |
| “Nominated Person” | means any person to whom the AGM Notice is sent who is a person nominated under section 146 of the Act to enjoy information rights |
| “Resolutions” | means the resolutions contained in the AGM Notice and “Resolution” shall be construed accordingly |
| “Shareholders” | means holders of the Ordinary Shares |
| “Short Notice” | means 14 clear days’ notice |
10 Spectris plc Notice of Annual General Meeting 2020
Notice of Annual General Meeting
Appendix I
Expected Timetable for the Final Dividend
| Latest time and date for receipt of Forms of Proxy, CREST Proxy Instructions and electronic registration of a proxy appointment | 12:00 p.m. on 12 May 2021 |
|---|---|
| Record time for entitlement to vote at the AGM | 6:30 p.m. on 12 May 2021 |
| Ex-Dividend date | 13 May 2021 |
| AGM | 12:00 p.m. on 14 May 2021 |
| Record Date for the Final Dividend | 6:00 p.m. on 14 May 2021 |
| Last Dividend Reinvestment Plan election date | 9 June 2021 |
| Payment of the Final Dividend to Shareholders | 30 June 2021 |
Notes:
1. References to times are to London times unless otherwise stated.
2. Each of the times and dates in the table is indicative only. If any of the times or dates above change, the revised times and/or dates will be announced via a Regulatory Information service.
Appendix II
The New Articles are intended to allow (but do not require) the Company to hold "hybrid" general meetings (including annual general meetings) and to set out how such meetings are to be conducted. Under the New Articles, the Company may hold "hybrid" general meetings in such a way that enables members to attend and participate in the business of the meeting by attending a physical location or by attending by means of an electronic facility. Voting at hybrid meetings will, by default, be decided on a poll. Hybrid meetings may be adjourned in the event of a technological failure.
The New Articles allow the Company, where appropriate, to make changes to the arrangements for general meetings (including the introduction, change or cancellation of electronic facilities) after notice of the meeting has been issued. The Company may give notice of any such changes in any manner considered appropriate (rather than via an advertisement in two national newspapers).
These changes were introduced to provide the Board greater flexibility to align with technological advances, changes in investor sentiment and evolving best practice, particularly in light of the ongoing impact of COVID-19 and the uncertain duration of social distancing measures and restrictions on gatherings. The Board believes that hybrid meetings will allow for greater shareholder and stakeholder engagement over the coming years in a way that is more convenient for all parties. Absent exceptional circumstances, members of the Board intend to continue the practice of attending general meetings of the Company in person. In line with the views expressed by the Investment Association and Institutional Shareholder Services, the changes will not permit meetings to be held exclusively on an electronic basis, so a physical meeting will still be required. In deciding whether and how to hold a hybrid general meeting in future, the Company will have regard to the views of shareholders and institutional governance bodies at the relevant time as well as to relevant guidance or codes of best practice.
These changes are primarily contained in articles 57 to 75 in the New Articles. A number of other consequential amendments have been made to the New Articles.
Spectris plc Notice of Annual General Meeting 2020
12
Spectris plc Notice of Annual General Meeting 2020
Appendix III – Accessing the meeting electronically
Accessing the meeting electronically
In order to access the AGM electronically, you will need to join using the details below.
Lumi AGM can be accessed online using most well-known internet browsers such as Internet Explorer (Not compatible with versions 10 and below), Edge, Chrome, Firefox and Safari on a PC, laptop or internet-enabled device such as a tablet or smartphone. If you wish to access the AGM using this method, please go to https://web.lumiagm.com on the day.
Logging in
Once you have accessed https://web.lumiagm.com from your web browser, you will be asked to enter a Meeting ID which is:
112-295-868.
You will then be prompted to enter your unique SRN and PIN (which is the first two and last two digits of your SRN). These can be found printed on your Form of Proxy. Access to the meeting will be available from 11.00 a.m. on 14 May 2021, although the functionality will not be enabled until the meeting commences.
Broadcast
The meeting will be broadcast with presentation slides. Once logged in, and at the commencement of the meeting, you will be able to listen to the proceeding of the meeting on your device, as well as being able to see the slides of the meeting.
Attendance and voting
Accessing or broadcasting the AGM through the Lumiagm website will not constitute attendance at the AGM and will not allow you to be counted in the quorum or vote on the resolutions put to the meeting. If you are planning to listen to or broadcast the business of the AGM, please ensure that you have submitted your Form of Proxy. It is recommended that you appoint the Chairman as your proxy, as in-person attendance by other individuals may not be permitted due to COVID-19 restrictions.
Questions at the meeting
If you wish to ask a question on the business of the meeting in advance of the AGM, you are encouraged to submit these to [email protected] before Friday 7 May 2021. Any questions received before this date will have responses published on the Company's website (www.spectris.com) by Monday 10 May 2021.
It will not be possible to ask questions on the business of the AGM live at the meeting.
Requirements
An active internet connection is always required in order to allow you to submit questions and listen to the audiocast. It is the user's responsibility to ensure you remain connected for the duration of the meeting.
Process
The process of accessing the AGM presentation will be further explained by the Chairman and the Operator during the meeting.
Duly appointed proxies and corporate representatives
Please contact the Company's registrar before 12:00pm on 13 May 2021 on 0371 384 2586 or +44(0) 121 415 7047 if you are calling from outside the UK for your SRN and PIN.
Lines are open 8.30am to 5.30pm Monday to Friday (excluding public holidays in England & Wales).
Notice of Annual General Meeting
Spectris plc Notice of Annual General Meeting 2020 13
spectris
Spectris plc
Heritage House,
Church Road, Egham,
Surrey TW20 9QD
England
www.spectris.com