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SSP Group PLC Proxy Solicitation & Information Statement 2018
4918_agm-r_2018-01-25_83dd058d-20b0-4600-91b2-7475f5de5969.pdf
Proxy Solicitation & Information Statement
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SSP The Food Travel Experts
Attendance Card
Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.
The Chairman of SSP Group plc invites you to attend the Annual General Meeting of the Company (the "Meeting") to be held at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL on 27 February 2018 at 11.00 am.
Shareholder Reference Number
Please detach this portion before posting this proxy form.
Form of Proxy - Annual General Meeting to be held on 27 February 2018
Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy
You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.
Control Number: 914718
SRN:
PIN:
View the Annual Report and Notice of Meeting online: http://investors.foodtravelexperts.com/investors.aspx
Register at www.investorcentre.co.uk - elect for direct dividend payments, electronic communications & manage your shareholding online!
To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 23 February 2018 at 11.00 am.
Explanatory Notes:
- Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his or her proxy to exercise all or any of his or her rights, to attend, speak and vote on their behalf at the Meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his or her discretion as to whether, and if so how, he or she votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his or her discretion as to whether, and if so how, he or she votes).
- To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 1042 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
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The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, 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 the votes 'For' and 'Against' a resolution.
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Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the Meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on 23 February 2018 or in the event of any adjournment, at close of business on the day which is two days prior to the adjourned meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the Meeting.
- To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 11.00 am on 23 February 2018. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
- The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 707 1042 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
- Any alterations made to this form should be initialled.
- The completion and return of this form will not preclude a member from attending the meeting and voting in person.
Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.
All Named Holders
50155
145407_144280_RUN_ONS/000001/000001/SG150/8
Poll Card To be completed at the AGM.
| Ordinary Resolutions | For | Against | Vote Withheld |
|---|---|---|---|
| 1. To receive the reports of the Directors and the Auditor and the audited accounts for the financial year ended 30 September 2017. | ☐ | ☐ | ☐ |
| 2. To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) set out on pages 37 to 44 of the Annual Report and Accounts for the financial year ended 30 September 2017. | ☐ | ☐ | ☐ |
| 3. To approve the Directors' Remuneration Policy set out on pages 45 to 51 of the Annual Report and Accounts for the financial year ended 30 September 2017. | ☐ | ☐ | ☐ |
| 4. That the final dividend recommended by the Directors of 4.9 pence per share for the financial year ended 30 September 2017 be declared payable on 29 March 2018. | ☐ | ☐ | ☐ |
| 5. To re-elect Vagn Sørensen as a Director of the Company. | ☐ | ☐ | ☐ |
| 6. To re-elect John Barton as a Director of the Company. | ☐ | ☐ | ☐ |
| 7. To re-elect Kate Swann as a Director of the Company. | ☐ | ☐ | ☐ |
| 8. To re-elect Jonathan Davies as a Director of the Company. | ☐ | ☐ | ☐ |
| 9. To re-elect Ian Dyson as a Director of the Company. | ☐ | ☐ | ☐ |
| 10. To re-elect Denis Hennequin as a Director of the Company. | ☐ | ☐ | ☐ |
| 11. To re-elect Per Ulregaard as a Director of the Company. | For | Against | Vote Withheld |
| --- | --- | --- | --- |
| 12. To re-appoint KPMG LLP as Auditor of the Company. | ☐ | ☐ | ☐ |
| 13. To authorise the Directors to determine the remuneration of the Auditor. | ☐ | ☐ | ☐ |
| 14. To authorise the Company and its subsidiaries to make political donations and/or to incur political expenditure. | ☐ | ☐ | ☐ |
| 15. To give the Directors authority to allot shares pursuant to section 551 of the Companies Act 2006. | ☐ | ☐ | ☐ |
| Special Resolutions | |||
| 16. To declare the special dividend, to approve the share consolidation and to amend the Company's articles of association in connection with the share consolidation. | ☐ | ☐ | ☐ |
| 17. To give the Directors authority to disapply pre-emption rights up to 5 per cent pursuant to sections 570 and 573 of the Companies Act 2006. | ☐ | ☐ | ☐ |
| 18. To give the Directors authority to disapply pre-emption rights up to a further 5 per cent for acquisitions or specified capital investments pursuant to sections 570 and 573 of the Companies Act 2006. | ☐ | ☐ | ☐ |
| 19. To generally and unconditionally authorise the Company to make market purchases in accordance with section 701 of the Companies Act 2006. | ☐ | ☐ | ☐ |
| 20. That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice. | ☐ | ☐ | ☐ |
Signature
In the case of a corporation, a letter of representation will be required (in accordance with section 323 of the Companies Act 2006) unless this has already been lodged at registration.
Form of Proxy
Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).
| * | |
|---|---|
I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of SSP Group plc to be held at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL on 27 February 2018 at 11.00 am, and at any adjourned meeting.
- For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
☐ Please mark here to indicate that this proxy appointment is one of multiple appointments being made.
| Ordinary Resolutions | For | Against | Vote Withheld |
|---|---|---|---|
| 1. To receive the reports of the Directors and the Auditor and the audited accounts for the financial year ended 30 September 2017. | ☐ | ☐ | ☐ |
| 2. To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) set out on pages 37 to 44 of the Annual Report and Accounts for the financial year ended 30 September 2017. | ☐ | ☐ | ☐ |
| 3. To approve the Directors' Remuneration Policy set out on pages 45 to 51 of the Annual Report and Accounts for the financial year ended 30 September 2017. | ☐ | ☐ | ☐ |
| 4. That the final dividend recommended by the Directors of 4.9 pence per share for the financial year ended 30 September 2017 be declared payable on 29 March 2018. | ☐ | ☐ | ☐ |
| 5. To re-elect Vagn Sørensen as a Director of the Company. | ☐ | ☐ | ☐ |
| 6. To re-elect John Barton as a Director of the Company. | ☐ | ☐ | ☐ |
| 7. To re-elect Kate Swann as a Director of the Company. | ☐ | ☐ | ☐ |
| 8. To re-elect Jonathan Davies as a Director of the Company. | ☐ | ☐ | ☐ |
| 9. To re-elect Ian Dyson as a Director of the Company. | ☐ | ☐ | ☐ |
| 10. To re-elect Denis Hennequin as a Director of the Company. | ☐ | ☐ | ☐ |
Please use a black pen. Mark with an X inside the box as shown in this example.
| 11. To re-elect Per Ulregaard as a Director of the Company. | For | Against | Vote Withheld |
|---|---|---|---|
| ☐ | ☐ | ☐ | ☐ |
| 12. To re-appoint KPMG LLP as Auditor of the Company. | ☐ | ☐ | ☐ |
| 13. To authorise the Directors to determine the remuneration of the Auditor. | ☐ | ☐ | ☐ |
| 14. To authorise the Company and its subsidiaries to make political donations and/or to incur political expenditure. | ☐ | ☐ | ☐ |
| 15. To give the Directors authority to allot shares pursuant to section 551 of the Companies Act 2006. | ☐ | ☐ | ☐ |
| Special Resolutions | |||
| 16. To declare the special dividend, to approve the share consolidation and to amend the Company's articles of association in connection with the share consolidation. | ☐ | ☐ | ☐ |
| 17. To give the Directors authority to disapply pre-emption rights up to 5 per cent pursuant to sections 570 and 573 of the Companies Act 2006. | ☐ | ☐ | ☐ |
| 18. To give the Directors authority to disapply pre-emption rights up to a further 5 per cent for acquisitions or specified capital investments pursuant to sections 570 and 573 of the Companies Act 2006. | ☐ | ☐ | ☐ |
| 19. To generally and unconditionally authorise the Company to make market purchases in accordance with section 701 of the Companies Act 2006. | ☐ | ☐ | ☐ |
| 20. That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice. | ☐ | ☐ | ☐ |
I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the Meeting.
Signature
Date
DD/MM/YY
In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by a duly authorised person, stating their capacity (e.g. director, secretary) or so signed in any other manner authorised by its constitution.
H1048
07
SSS