Pre-Annual General Meeting Information • Jul 6, 2023
Pre-Annual General Meeting Information
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If you have sold or otherwise transferred all of your Ordinary Shares please forward this document, together with the accompanying documents, as soon as possible to the purchaser or transferee or to the agent through whom the sale was effected, for transmission to the purchaser or transferee.
(incorporated and registered in England and Wales with registered number 03263464)
Notice of the Annual General Meeting of the Company to be held at Network HQ, 508 Edgware Road, The Hyde, London NW9 5AB on Friday 4 August 2023 at 12.00 noon is set out at the end of this document.
A Form of Proxy for use at the Annual General Meeting accompanies this document and, to be valid, must be completed and returned to the Company's registrars, Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, as soon as possible but in any event to be received not later than 12.00 noon on Wednesday 2 August 2023. Completion of a Form of Proxy will not preclude a shareholder from attending and voting at the AGM.
The following definitions apply throughout this document unless the context requires otherwise:
| "Companies Act" | the Companies Act 2006, as amended, consolidated or re enacted from time to time |
|---|---|
| "2023 AGM" | the annual general meeting of the Company to take place as contemplated by the Notice of AGM |
| "2024 AGM" | the annual general meeting of the Company to take place in 2024 |
| "Annual General Meeting" or "AGM" |
the annual general meeting of the Company convened for 4 August 2023 pursuant to the Notice of AGM |
| "Annual Report and Accounts" | the Company's Annual Report and Accounts document for the year ended 31 March 2023 |
| "Articles" | the Company's articles of association |
| "Board" or "Directors" | the directors of the Company as at the date of this document |
| "Company" | Telecom Plus PLC |
| "Form of Proxy" | the form of proxy accompanying this document for use in connection with the Annual General Meeting |
| "Group" | the Company and its subsidiaries |
| "Notice of AGM" | the notice of Annual General Meeting which is set out at the end of this document |
| "Ordinary Shares" | ordinary shares of 5p each in the capital of the Company |
| "Resolutions" | the resolutions set out in the Notice of AGM |
| "RIS" | Regulatory Information Service |
| "Shareholders" | holders of Ordinary Shares |
| "Statement of Principles" | the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this AGM document |
| "Telecom Plus Incentive Plan" or "TPIP" |
the proposed new Telecom Plus discretionary executive incentive plan |
| "Telecom Plus Omnibus Plan" or "Omnibus Plan" |
the proposed new Telecom Plus employee share incentive scheme |
(incorporated and registered in England and Wales with registered number 03263464)
Network HQ 508 Edgware Road, The Hyde London NW9 5AB
Charles Wigoder (Non-Executive Chairman) Andrew Lindsay MBE (Co-Chief Executive Officer) Stuart Burnett (Co-Chief Executive Officer) Nicholas Schoenfeld (Chief Financial Officer) Beatrice Hollond (Senior Independent Director) Andrew Blowers OBE (Non-Executive Director) Suzanne Williams (Non-Executive Director) Carla Stent (Non-Executive Director)
6 July 2023
To all Shareholders
Dear Shareholder
I am writing to you to explain the proposals which Shareholders will be asked to approve at the AGM to be held on Friday 4 August 2023 starting at 12.00 noon at Network HQ, 508 Edgware Road, The Hyde, London, NW9 5AB and electronically on a virtual platform. The Notice of AGM is set out at the end of this document.
The AGM is an important event in the Company's corporate calendar. This year, we are again holding the AGM as a hybrid meeting, where Shareholders (or their duly appointed representatives and/or proxies) have an option to attend either remotely or, in person at our registered office. Shareholders attending virtually will have the opportunity to submit questions to the directors.
All resolutions will be subject to a poll and the results of the votes on the proposed resolutions will be announced in the normal way, as soon as practicable after the conclusion of the AGM. A poll vote accurately reflects the number of voting rights exercisable by each member and is in line with corporate governance recommendations and best practice.
The Company may be required to change the arrangements for the AGM at short notice if there are any unforeseen circumstances, such as health and safety requirements. Any changes to the AGM arrangements will be published on our website www.telecomplus.co.uk. Please note that if you are unable to attend the AGM to vote in person or electronically, we strongly encourage you to lodge a vote by proxy in advance of the AGM instead.
You will need to visit www.telecomplus.co.uk using your smartphone, tablet or computer where you will find a link to the meeting. You will then be prompted to enter your unique 11-digit Investor Code (IVC) including any leading zeros and 'PIN'. Your PIN is the last 4 digits of your IVC. This will authenticate you as a Shareholder.
Your IVC can be found on your share certificate, or Signal Shares users (www.signalshares.com) will find this under 'Manage your account' when logged in to the Signal Shares portal. You can also obtain this by contacting Link Group, our Registrar, by calling 0371 277 10201.
Access to the AGM will be available from 30 minutes before the start of the event although you will not be able to submit questions through the platform until the meeting is declared open.
If you wish to appoint someone to attend the virtual meeting on your behalf, please contact Link Group on +44 (0) 371 277 10201 in order to obtain their IVC and PIN. It is suggested that you do this as soon as possible and at least 48 hours (excluding non-business days) before the meeting.
If your shares are held within a nominee and you wish to attend the electronic meeting, you will need to contact your nominee as soon as possible. Your nominee will need to present a corporate letter of representation to Link Group, our registrar, as soon as possible and at least 72 hours (excluding nonbusiness days) before the meeting, in order that they can obtain for you your unique IVC and PIN to enable you to attend the electronic meeting.
The electronic meeting will be broadcast in audio format with presentation slides. Once logged in, and at the commencement of the meeting, you will be able to listen to the proceedings of the meeting on your device, as well as being able to see the slides of the meeting (which will include the resolutions to be put forward to the meeting), these slides will progress automatically as the meeting progresses.
Questions will be invited during the meeting by the Chairman. Shareholders attending electronically may ask questions via the website by typing and submitting their question in writing via the Q&A box which is found underneath the speaker details on the left-hand side of the player. Once you have typed your question, please click the 'Submit' button.
An active internet connection is required at all times in order to allow you to join the meeting and submit questions and listen to the audiocast. It is the user's responsibility to ensure you remain connected for the duration of the meeting.
The following pages give an explanation of the proposed resolutions. Resolutions 1 to 16, 18 and 21 will be 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 17, 19, 20 and 22 will
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be proposed as special resolutions. This means that for each of these resolutions to be passed, at least three-quarters of the votes cast must be in favour of it.
The Chairman will present the Annual Report and Accounts for the year ended 31 March 2023, sent to Shareholders with this document.
The Companies Act requires UK incorporated listed companies to ask Shareholders to vote on the Directors' Annual Report on Remuneration. As the vote is advisory, it does not affect the actual remuneration paid to any individual director. A copy of the Directors' Annual Report on Remuneration is set out on pages 66 to 87 of the Annual Report and Accounts 2023. Resolution 2 is an ordinary resolution to approve the Directors' Annual Report on Remuneration for the year ended 31 March 2023.
The Companies Act requires a UK incorporated listed company to obtain shareholder approval for its Remuneration Policy every three years, or where significant changes to the policy are being proposed. The current Remuneration Policy was previously approved by Shareholders at the 2022 AGM, however as detailed below, the Company is proposing to introduce a new executive incentive plan and is therefore updating its Remuneration Policy accordingly. The revised Remuneration Policy, which is set out on pages 69 to 79 of the Company's Annual Report and Accounts 2023 will, if approved, take effect immediately after the conclusion of the AGM and is binding.
These resolutions seek to approve the introduction of the new executive Telecom Plus Incentive Plan (the "TPIP") and the new employee Telecom Plus Omnibus Plan (the "Omnibus Plan").
A summary of the background to the TPIP and the key terms of initial awards which are intended to be made under the scheme shortly following the AGM (subject to approval by shareholders), are described in the Directors' Remuneration Report in the Annual Report and Accounts.
The Company is also proposing to introduce the Omnibus Plan which will be open to all employees in order to increase the flexibility over the type of share incentive awards available to the wider workforce as the business grows larger. It is intended that the Omnibus Plan will replace the Company's existing CSOP scheme currently in place for employees.
A summary of the key features of the schemes is set out below:
The principal features of the TPIP and Omnibus Plan are summarised in Appendix 1 to this Notice of Annual General Meeting.
Resolution 6 is to approve the payment of a final dividend of 46.0 pence per ordinary share for the year ended 31 March 2023 to Shareholders on the register of members at close of business on 21 July 2023.
The UK Corporate Governance Code (the "Code") requires FTSE 350 companies to offer all their directors for re-election annually. Resolutions 7 to 14 deal with the re-election of each of the Directors.
The biographical details of the Directors standing for re-election are set out below:
Charles Wigoder is the Non-Executive Chairman. Charles qualified as a Chartered Accountant with KPMG in 1984 and was subsequently employed by Kleinwort Securities as an investment analyst in the media and communication sectors. Between 1985 and 1988, he was Head of Corporate Finance and Development at Carlton Communications PLC and then Quadrant Group PLC. In March 1988, he left Quadrant Group to set up The Peoples Phone Company PLC, where he served as CEO; it was subsequently purchased by Vodafone in December 1996. He joined the Company as CEO in February 1998, becoming Executive Chairman in 2010, and Non-Executive Chairman in 2022.
Andrew Lindsay MBE is Co-Chief Executive Officer. Before joining the Company, Andrew was Managing Director of Ryness, an electrical retail chain based in London in which he previously held a significant equity stake after performing a Management Buyout in 2006. Prior to buying Ryness, he spent three years as an analyst in the UK Mergers & Acquisitions team at Goldman Sachs. Andrew rowed for Great Britain at the Sydney Olympic Games in 2000 where he won a Gold medal. He joined the Company in April 2007, was appointed to the Board in November 2008 and became Chief Executive Officer in July 2010.
Stuart Burnett is Co-Chief Executive Officer. Stuart was promoted to Co-Chief Executive Officer in 2021, after two years as Chief Operating Officer, and is responsible for all operational activity across the Company including day to day management of the Company's Energy, Telecoms and Financial Services businesses. He joined the Company in 2016 as Legal & Compliance Director and then moved on to become Commercial Director, managing all commercial activity, including our key commercial relationships and customer proposition, before becoming Chief Operating Officer in 2019. Stuart began his career as a corporate lawyer at Slaughter & May after reading law at Oxford University. He then worked in senior roles at RSA Insurance Group PLC and TSB Banking Group PLC, prior to joining the Company.
Nicholas Schoenfeld joined the Company in January 2015 as Chief Financial Officer. Since 2006, Nicholas was Group Finance Director of Hanover Acceptances, a substantial diversified private company with holdings in the food manufacturing, real estate, and agribusiness sectors. He was previously employed at Kingfisher plc, where he was responsible for the group's financial planning and analysis functions. Prior to this, he held senior strategic and development roles within Castorama and the Walt Disney Company, having started his career as a management consultant at the Boston Consulting Group. Nicholas also has an MBA from the Harvard Business School.
Beatrice Hollond is a Non-Executive Director and the Senior Independent Director. Beatrice is a main board Director and Chair of Remco (US) and Chair of the International Advisory Board (UK) of Brown Advisory; Chair at Millbank Financial Services Limited, Chair of F&C Investment Trust PLC, and adviser to a private family office where Beatrice is also Chair of the Investment Advisory Committee and a member of Remuneration & Governance Committees. Beatrice is also a main board director and Chair of Oldfield & Co and a director of Smedvig AS. She spent 16 years at Credit Suisse Asset Management in Global Fixed Income and began her career as an equity analyst at Morgan Grenfell Asset Management. Beatrice joined the Company in September 2016 as an independent non-executive director.
Andrew Blowers OBE is a Non-Executive Director. Andrew's career spans over 30 years in the UK financial services industry. He was the founder and CEO of Swiftcover.com and Chairman of IIC NV from 2004 to 2009 and an executive director of Churchill Insurance before this. He was also the senior independent non-executive director of AA PLC, the UK's leading provider of roadside assistance, and the Chairman of ATEC Group Limited, a specialist digital insurance group. Andrew joined the Company in November 2016 as an independent non-executive director.
Suzanne Williams is a Non-Executive Director. As Chief Brand & Marketing officer at BT, Suzanne was part of the team who transformed the business, prior to which she held senior leadership roles at Capital Radio Group, Orange, the BBC, KPMG Consulting and Procter & Gamble Europe. She was an independent non-executive director at AA PLC until its successful sale to private equity in March 2021. Suzanne is a senior board advisor on brand and marketing. She is an independent non-executive at Zegona Communications where she is Chair of the Remuneration and Nomination Committee, and is also an independent non-executive director at JD Sports Fashion PLC. Suzanne joined the Company in July 2020 as an independent non-executive director.
Carla Stent is a Non-Executive Director. Carla is a former Chief Operating Officer and Partner at Virgin group and was previously Deputy Chief Financial Officer and Chief Administrative Officer of the Global Retail and Commercial Bank arm of Barclays Bank. Carla currently has non-executive board roles as Chair of Marex Group plc and Chair of the Audit and Risk Committee for Evelyn Partners. She joined the Company in July 2022 as an independent non-executive director.
The Board has confirmed that, following a performance review, all Directors standing for re-election continue to perform effectively and demonstrate commitment to their role.
Under Resolution 15, it is proposed that KPMG LLP ("KPMG") be reappointed as the Company's auditor to hold office until the conclusion of the 2024 AGM.
Resolution 16 authorises the Directors to agree KPMG's remuneration.
The Company cannot purchase its own shares unless the purchase has first been authorised by Shareholders in general meeting. The Directors are therefore proposing Resolution 17 to seek such authority under section 701 of the Companies Act in respect of a maximum of 7,947,344 Ordinary Shares (representing not more than 10 per cent of the Company's issued ordinary share capital (excluding treasury shares) as at 30 June 2023 (the last practicable date before publication of this document)) and to set minimum and maximum prices. This authority will expire at the conclusion of the 2024 AGM or if earlier, at the close of business on 4 November 2024.
The Directors have no present intention of exercising the authority under this Resolution 17 to purchase Ordinary Shares. However, the Directors will keep the matter under review, taking into account the financial resources of the Company, the Company's share price and future funding requirements. This authority will only be exercised by the Directors if and when, in the light of market conditions prevailing at that time, the Directors believe that such purchases would increase earnings per share and/or would be for the benefit of Shareholders generally. The effect of any such purchase will clearly depend on the price at which it is made. Any purchases of Ordinary Shares would be by means of market purchases through the London Stock Exchange or by way of a tender offer to all Shareholders.
In accordance with the Companies Act, the Company may purchase and hold shares as treasury shares, rather than cancelling them. The Directors will decide at the time of purchase whether to hold shares in treasury or to cancel them immediately. No dividends are paid on shares while held in treasury and no voting rights attach to treasury shares. Resolution 17, proposed as a special resolution, complies with the current guidelines issued by investor protection committees and the Directors will have regard to any guidelines issued by investor protection committees which may be published at the time of any such purchase, holding or resale of treasury shares.
As at 30 June 2023 (the last practicable date before publication of this document), there were outstanding options to subscribe for shares, both currently exercisable and yet to be exercisable, granted under all share option schemes operated by the Company, in respect of a total of 3,274,5552 Ordinary Shares which, if all were eventually exercised, would represent approximately 4.0 per cent of the issued share capital of the Company (excluding treasury shares). In the unlikely event that the authority under Resolution 17 now being sought, together with the existing authority to purchase shares granted at last year's AGM were exercised in full, such options, if exercised, would represent
2 Excluding awards of growth shares made to employees under the LTIP 2016 which are convertible into Ordinary Shares only when the price per Ordinary Share is above £20. The maximum number of Ordinary Shares that could be issued as a result of awards currently made under the LTIP 2016 is 1.9 million (based on the price per Ordinary Share being £50 or above) which would represent 2.3 per cent of the issued share capital of the Company (excluding treasury shares) as at 30 June 2023 (the last practicable date before publication of this document). In the unlikely event that the authority under Resolution 17 now being sought, together with the existing authority to purchase shares granted at last year's AGM, were exercised in full, such awards, if converted in full into 1.9 million Ordinary Shares, would represent approximately 2.9 per cent of the issued share capital of the Company (excluding treasury shares) as at 30 June 2023 (the last practicable date before publication of this document).
approximately 4.9 per cent of the issued share capital of the Company (excluding treasury shares) as at 30 June 2023 (the last practicable date before publication of this document).
In accordance with the provisions of section 549 of the Companies Act, the Directors are prevented from exercising the Company's powers to allot shares unless authorised to do so either in the Articles or in a resolution of the Shareholders. Such authority was given by Shareholders at the AGM of the Company held on 26 July 2022, for a period expiring on the conclusion of this AGM.
Resolution 18 therefore proposes to renew this general authority for the period expiring at the conclusion of the 2024 AGM or, if earlier, at the close of business on 4 November 2024. The authority being sought is to allot Ordinary Shares up to a maximum nominal amount of £1,324,557, representing approximately one-third of the issued share capital (excluding treasury shares) as at 30 June 2023 (the last practicable date before publication of this document). The Directors have no current intention of using this authority, if granted, save in respect of the issue of shares pursuant to the exercise of options granted under the Networkers and Consultants Share Option Plans. Shares issued pursuant to employee share plans and LTIP 2016 are exempt from this authority.
In addition, the Investment Association has said that it will consider as routine a resolution to authorise the allotment of a further one-third of share capital for use in connection with a rights issue. Your Board considers it appropriate to seek this additional allotment authority at this year's AGM in order to take advantage of the flexibility it offers. However, the Board has no present intention of exercising this authority. If the additional authority is actually used, the Directors intend to follow best practice regarding its use, as recommended by the Investment Association.
Passing this resolution will provide the Directors with additional flexibility acting in the best interests of the Company and Shareholders, so that when opportunities that benefit the Company arise, the Directors can issue new shares without the need to incur the cost and delay of a general meeting of the Company to seek specific authority for each allotment.
As at 30 June 2023 (the last practicable date before publication of this document), there were 482,276 shares held in treasury by the Company (representing approximately 0.61 per cent of the issued share capital of the Company (excluding treasury shares)).
The Companies Act requires that an allotment of shares for cash may only be made if the shares are first offered to existing Shareholders on a pre-emptive basis. In accordance with general practice and in particular, the Pre-Emption Group's Statement of Principles as revised in November 2022, the Directors propose that advantage be taken of the provisions of section 570 of the Companies Act to disapply the Companies Act's pre-emption requirements in relation to certain share issues.
Resolution 19 will empower the Directors to allot Ordinary Shares for cash on a non-pre-emptive basis:
Resolution 20 will empower the Directors to allot additional Ordinary Shares for cash on a non-preemptive basis (otherwise than in connection with a rights issue) up to a maximum nominal value of £397,367 representing not more than an additional ten per cent of the issued ordinary share capital of the Company (excluding treasury shares) as at 30 June 2023 (the last practicable date before publication of this document) for the purposes of financing a transaction which the Directors determine to be an acquisition or other capital investment (within the meaning of the Statement of Principles).
The Directors have no present intention to exercise the powers sought by resolutions 19 or 20. If the powers sought by resolutions 19 or 20 are used in relation to a non-pre-emptive offer, the Directors confirm their intention to follow the shareholder protections in paragraph 1 of Part 2B of the Pre-emption Group's Statement of Principles published in November 2022 and, where relevant, follow the expected features of a follow-on offer as set out in paragraph 3 of Part 2B of the Pre-emption Group's Statement of Principles published in November 2022.
The Directors consider that it is in the best interests of the Company and Shareholders that the Directors retain their flexibility to allot some shares without having to offer them to Shareholders first. These authorities will expire at the conclusion of the next AGM.
Resolution 21 is designed to deal with the rules on political donations contained in the Companies Act. Political donations to any political parties, independent election candidates or political organisations or the incurring of political expenditure are (subject to certain limited exceptions) prohibited unless authorised by Shareholders in advance. What constitutes a political donation, a political party, a political organisation, or political expenditure is not always easy to decide, as the legislation is capable of wide interpretation. Sponsorship, advertising, marketing activities, subscriptions, payment of expenses, paid leave for employees fulfilling public duties, and support for bodies representing the business community in policy review or reform, may fall within this.
Therefore, notwithstanding that the Company has not made a political donation in the past, and has no current intention of making any political donation or incurring any political expenditure in respect of any political party, political organisation or independent election candidate, the Board has decided to put forward Resolution 21. This will allow the Company to support the community and put forward its views to wider business and Government interests without running the risk of being in breach of the law. As permitted under the Companies Act, Resolution 21 has also been extended to cover any political donations made, or political expenditure incurred, by any subsidiaries of the Company. The authority which the Board is requesting is similar to the authority given by Shareholders at the AGM in 2022.
It is proposed in Resolution 22 that Shareholders should approve the continued ability of the Company to hold general meetings other than the annual general meeting on 14 clear days' notice.
This resolution relates to section 307A of the Companies Act. Under that section, a listed company which wishes to be able to call general meetings (other than an AGM) on 14 days' clear notice must obtain Shareholders' approval. Resolution 22 seeks such approval.
This resolution is valid up to the 2024 AGM and so will need to be renewed annually. The Company will also need to meet the requirements for voting by electronic means under section 307A of the Companies Act before it can call a general meeting on 14 days' notice.
In accordance with the guidance issued by the National Association of Pension Funds, the shorter notice period will not be used as a matter of routine for general meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of the Shareholders as a whole.
Shareholders will find a Form of Proxy enclosed for use at the AGM. Whether you propose to attend the AGM or not, the Form of Proxy should be completed and returned to the Company's registrars in the prepaid envelope provided, as soon as possible, and in any event, so as to be received by the Company's registrar, Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, by not later than 48 hours before the time of the AGM and no account shall be taken of a day that is not a working day. Going forward, we intend to stop providing a hard-copy Form of Proxy with the Notice of AGM and instead, will advise Shareholders to download the Form of Proxy from the Company's website and return the completed form to the address shown on the form.
Alternatively, Shareholders can submit their proxy vote electronically by accessing the shareholder portal at www.signalshares.com, logging in and selecting the 'Vote Online Now' link. Shareholders will require their username and password in order to login and vote. If Shareholders have forgotten their username and/or password, they can request a reminder via the shareholder portal. If Shareholders have not previously registered to use the portal they will require their investor code ('IVC') which can be found on their share certificate or dividend notification. Electronic proxy votes should be submitted as early as possible, and in any event, by not later than 48 hours before the time of the AGM and no account shall be taken of a day that is not a working day.
As a further alternative, Link Group, the company's registrar, has launched a shareholder app: LinkVote+. It's free to download and use and gives shareholders the ability to access their shareholding record at any time and allows users to submit a proxy appointment quickly and easily online rather than through the post. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below.
Locate the Telecom Plus PLC tile within the app, select the orange "Proxy Vote" button at the bottom of the screen and then follow the instructions for Signal Shares above.
| Apple App Store | GooglePlay |
|---|---|
If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 12.00 noon on Wednesday, 2 August 2023 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them, and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.
The Board considers the Resolutions are likely to promote the success of the Company and are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions as they intend to do so in respect of their own shareholdings which amount in aggregate to 8,799,574 Ordinary Shares (representing approximately 11.1% per cent of the issued Ordinary Shares, excluding treasury shares) as at 30 June 2023 (the last practicable date before publication of this document).
Yours faithfully
Charles Wigoder Non-Executive Chairman
NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of the Company will be held at Network HQ, 508 Edgware Road, The Hyde, London NW9 5AB on Friday, 4 August 2023 at 12.00 noon for the purpose of considering, and if thought fit, passing the following resolutions. Resolutions 1 to 16, 18 and 21 will be proposed as ordinary resolutions and resolutions 17, 19, 20 and 22 will be proposed as special resolutions.
any number of Ordinary Shares on the trading venue where the market purchase by the Company will be carried out; and
shares in the Company (together "Relevant Securities") up to an aggregate nominal amount of £1,324,557; and
b) to exercise all the powers of the Company to allot equity securities (as defined in section 560(1) of the Companies Act) up to an additional aggregate nominal amount of £1,324,557 provided that this authority may only be used in connection with a rights issue in favour of holders of Ordinary Shares and other persons entitled to participate therein where the equity securities respectively attributable to the interests of all those persons at such record dates as the Directors may determine are proportionate (as nearly as may be) to the respective numbers of equity securities held or deemed to be held by them or are otherwise allotted in accordance with the rights attaching to such equity securities subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal difficulties under the laws of any territory or the requirements of a regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter whatsoever,
provided that the authorities in paragraphs (a) and (b) above shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, at the close of business on 4 November 2024, except that the Company may before such expiry make an offer or agreement which would or might require Relevant Securities or equity securities as the case may be to be allotted after such expiry and the Directors may allot Relevant Securities or equity securities in pursuance of any such offer or agreement as if the authority in question had not expired.
such authority to expire at the conclusion of the next AGM of the Company (or, if earlier, at the close of business on 4 November 2024) but, in each case, the Company may before such expiry make offers or enter agreements which would or might require equity securities to be allotted or shares held by the Company in treasury to be sold or transferred, after the authority expires and the Directors may allot equity securities and/or sell or transfer shares held by the Company in treasury under any such offer or agreement as if the power conferred by this resolution had not expired.
such authority to expire at the conclusion of the next AGM of the Company (or, if earlier, at the close of business on 4 November 2024) but, in each case, the Company may before such expiry make offers or enter agreements which would or might require equity securities to be allotted or shares held by the Company in treasury to be sold or transferred, after the authority expires and the Directors may allot equity securities and/or sell or transfer shares held by the Company in treasury under any such offer or agreement as if the power conferred by this resolution had not expired.
during that period beginning with the date of the passing of this resolution and ending on the conclusion of the next annual general meeting of the Company, provided that the authorised sums referred to in paragraphs (a), (b) and (c) above may be comprised of one or more amounts in different currencies which, for the purposes of calculating the said sums, shall be converted into pounds sterling at the exchange rate published in the London edition of the Financial Times on the date on which the relevant donation is made or expenditure incurred (or the first business day thereafter), or, if earlier, on the day on which the Company enters into any contract or undertaking in relation to the same.
By Order of the Board Registered Office: David Baxter Network HQ Company Secretary 508 Edgware Road
The Hyde Dated 6 July 2023 London NW9 5AB
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.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal systems 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 cannot require the members requesting the publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Any statement placed on the website must also be sent to the Company's auditors no later than the time it makes its statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required to publish on its website.
A copy of this Notice, and other information required by section 311A of the Companies Act, can be found at the Company's website (www.telecomplus.co.uk).
The TPIP comprises a discretionary annual incentive scheme together with provisions for the mandatory deferral of a proportion of the cash amounts payable into shares, under which awards may be made to selected employees or executive directors ("Participants") of the Company or any of its subsidiaries (the "Group").
The Remuneration Committee of the board (the "Committee") will be responsible for the operation of the TPIP. Awards ("Cash Awards") comprising a conditional right to receive a cash amount, subject to the achievement of a performance target (which may comprise a combination of separate targets) measured over a financial year will be made to Participants. Following the determination of the extent to which the performance target has been met, a proportion of the cash amount due under a Cash Award is deferred into shares (a "Deferred Share Award") which will vest at the end of a deferral period (which will typically be two years), subject to the Participant's continued employment.
The TPIP may also be used to provide awards to new employees in order to compensate them for any forfeited awards from their previous employer ("Buy-Out Awards").
Deferred Share Awards made under the TPIP will normally be nil-cost options to acquire shares in the Company at no cost to the Participant. Deferred Share Awards may also be made as conditional share awards or awards of restricted shares.
An Award may not be made more than 10 years after the date of shareholder approval of the TPIP.
Deferred Share Awards may be satisfied by the issue of new shares or by the transfer of shares held in treasury or by the trustee of an employee benefit trust.
Awards under the TPIP are not pensionable.
A Participant must be an employee or executive director of the Group at the time an award is made. Participation in the TPIP will be at the discretion of the Committee.
As stated in the Directors' remuneration policy report which is being put to shareholders as Resolution 3, the maximum annual amount which may be paid out under a Cash Award (including under any related Deferred Share Award) may not exceed 350% of the Participant's annual rate of basic salary at the date of grant. The Committee may specify another limit from time to time, subject (in the case of a higher limit) to the approval of a revised Directors' remuneration policy by the Company's shareholders.
The aforementioned limits do not apply to Buy-Out Awards.
A Cash Award will be subject to a performance target which will be set by the Committee at the time the Cash Award is made.
The Committee may vary or waive the performance target applying to a Cash Award if an event occurs which causes the Committee to consider that the performance target is no longer appropriate, provided that such variation or waiver is reasonable in the circumstances and, except in the case of a waiver, produces a fairer measure of performance and is not materially less difficult to satisfy.
If a Participant ceases to be employed within the Group for any reason before a Cash Award made to them vests, then that Cash Award will normally lapse.
If the reason for cessation of the Participant's employment is death, injury or disability, redundancy, retirement, the sale of their employing business or company, or if the Committee in its discretion determines in any other particular case, the Committee may determine that the Cash Award will continue as normal. In this case, any value which becomes payable under the Cash Award will be time pro-rated (relative to the portion of the relevant financial year which has elapsed as at the time of leaving).
The Committee may vary the time pro-rating applied to allow a greater proportion of the Cash Award to vest.
The Committee will determine the extent to which the performance target applicable to a Cash Award has been met following the end of the relevant financial year, and accordingly the cash amount payable under that Cash Award. Subject to any applicable minimum cash payment under the Cash Award, a proportion of the cash amount shall be deferred into a Deferred Share Award.
Deferred Share Awards will be granted as soon as practicable following the determination of the extent to which the performance target applicable to the relevant award has been met, subject to the Company not being prevented from granting awards over shares by restrictions on dealings in shares by Directors or employees of the Group imposed by statute, order, regulation, Government directive or the Company's own code on dealings in its securities by Directors and employees. No payment will be required for the grant of a Deferred Share Award and Deferred Share Awards are not transferable (except on death).
An award certificate shall be issued to each Participant as soon as reasonably practicable following the grant of the Deferred Share Award, setting out the details of the award.
Deferred Share Awards cannot be made in accordance with the TPIP if it would cause the number of shares issued or issuable under any employee share scheme operated by the Company (excluding the Telecom Plus PLC Long Term Incentive Plan 2016) in the preceding 10 years to exceed 12% of the Company's issued ordinary share capital at that time.
The above limit excludes any share awards which lapse, as well as any share awards which are satisfied by the transfer of existing shares. However, for as long as is required by guidelines issued by the Investment Association, the transfer of treasury shares will be treated as an issue of new shares.
Deferred Share Awards will normally vest 2 years after they are granted. A Deferred Share Award which is an option will lapse 10 years after the date on which it is granted.
Shares acquired under Deferred Share Awards will be subject to a holding period for two years after vesting during which the Participant may not sell or transfer the shares, except to cover any tax payable in relation to the vesting or exercise of the Deferred Share Award.
At any time before a cash payment is made or Deferred Share Award has vested the Committee may reduce the cash amount or number of shares subject to the relevant award if any of the following events occur:
Where a cash payment has been made or a Deferred Share Award has vested (or, in the case of a Deferred Share Award which is an option, been exercised), the Committee may require the Participant to transfer all or a proportion of the value received under the cash payment or Deferred Share Award in substantially the same circumstances as apply to malus (as described above) for a period of two years after the cash payment and two years following the vesting date of a Deferred Share Award. Clawback may be effected, among other means, by requiring the transfer of shares back to the Company or as it directs, or by a cash payment.
If a Participant ceases to be employed within the Group during the vesting period, a Deferred Share Award granted to them will normally lapse.
If the reason for cessation of the Participant's employment is death, injury or disability, redundancy, retirement, the sale of their employing business or company, or if the Committee in its discretion determines in any other particular case, the Participant may retain the Deferred Share Award and it shall continue to vest in accordance with its original terms.
Alternatively, the Committee may determine that the Deferred Share Award will vest immediately upon the cessation of employment. A Deferred Share Award which is an option will ordinarily lapse if it has not been exercised within 6 months of cessation of employment or, if later, when it becomes exercisable. Normally, in either case, the proportion of the Deferred Share Award which vests will be pro rated by reference to the period beginning from the start of the financial year to which the relevant Cash Award related, until the normal vesting date.
The Committee may vary the time pro-rating applied to allow a greater proportion of the Deferred Share Award to vest.
In the event of a takeover, reconstruction, amalgamation or winding up of the Company or, if the Committee determines, where the Company is affected by a demerger or similar other event, a Deferred Share Award will vest immediately. The Deferred Share Award may be exchanged for an award over shares in an acquiring company if an offer to exchange is made and accepted by the Participant or if the Committee, with consent of the acquiring company, determines that Deferred Share Awards should automatically be exchanged.
If the Committee is aware that an event described above is likely to occur and will result in Deferred Share Awards vesting in circumstances where the Company's entitlement to a corporation tax deduction may be lost, the Committee may determine that the time that Deferred Share Awards vest shall be immediately before such event takes place.
In the event of a variation of the share capital of the Company, including by way of a capitalisation issue, rights issue, demerger or other distribution, a special dividend or distribution, rights offer or bonus issue or any sub-division, consolidation, or reduction in the Company's share capital, either or both of the number of shares and the description of the shares subject to a Deferred Share Award may be adjusted in such manner as the Committee determines.
A Deferred Share Award will not confer any shareholder rights, such as the right to vote or to receive any dividend, where the record date is prior to the allotment or transfer of shares to the Participant following the vesting of the Deferred Share Award.
A Participant will be entitled to receive a payment in cash or shares upon their acquisition of the shares subject to their Deferred Share Award in respect of dividends on those shares. The payment will be of an amount equal to any dividends paid on the number of shares acquired pursuant to the Deferred Share Award during the period from the date that the Deferred Share Award was made to the date that the Participant acquires the shares.
A further payment may also be made in respect of interest on any such dividends from the date the dividend was paid to the date that the Participant acquires the shares, at a rate determined by the Committee.
The Committee may amend the rules of the TPIP at any time. However, the provisions relating to eligibility requirements, individual participation limits, dilution limits, the basis for determining a Participant's entitlement to benefits under the TPIP, the adjustments that may be made in the event of a variation of share capital and the amendment provisions themselves may not be made to the advantage of existing or future Participants without the prior approval of shareholders of the Company in general meeting.
There are exceptions for minor amendments to benefit the administration of the TPIP or to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants, the Company or another member of the Group. Additionally, no amendment can be made which would adversely affect the rights of existing Participants without their consent.
The Omnibus Plan is a discretionary incentive plan allowing for the grant of a variety of awards over shares in the Company ("Awards") to be made to employees ("Participants") of the Company or any of its subsidiaries (the "Group"). It is intended that the Omnibus Plan will replace the Company's existing CSOP scheme currently in place for employees.
The Committee will be responsible for the operation of the Omnibus Plan.
Awards made under the Omnibus Plan may take the form of options to acquire shares in the Company, conditional share awards or awards of restricted shares. The Omnibus Plan also allows for the grant of tax-advantaged Company Share Option Plan ("CSOP") options over the Company's shares.
The Omnibus Plan may be used for the grant of Awards which are subject to performance conditions and continued employment ("PSP Awards"), Awards which are normally subject to continued employment only ("RSP Awards") and Awards which defer part of the Participant's annual bonus into Awards over shares in the Company ("DSP Awards"). The Omnibus Plan may also be used to provide Awards to new employees in order to compensate them for any forfeited awards from their previous employer ("Buy-Out Awards"). The vesting of some Awards will be subject to the achievement of a performance target (which may comprise a combination of separate targets) measured over a specified period. Awards may be satisfied by the issue of new shares or by the transfer of shares held in treasury or by the trustee of an employee benefit trust.
A Participant must be an employee of the Group at the time an Award is made. Participation in the Omnibus Plan will be at the discretion of the Committee.
An Award may not be made under the Omnibus Plan if it would cause the number of shares issued or issuable under any employee share scheme operated by the Company (excluding the Telecom Plus PLC Long Term Incentive Plan 2016) in the preceding 10 years to exceed 12% of the Company's issued ordinary share capital at that time.
The above limit excludes any share awards which lapse, as well as any share awards which are satisfied by the transfer of existing shares. However, for as long as is required by guidelines issued by the Investment Association, the transfer of treasury shares will be treated as an issue of new shares.
An Award may not be granted when prevented by restrictions on dealings in shares by directors or employees of the Group imposed by statute, order, regulation, Government directive or the Company's own code on dealings in its securities by directors and employees.
An Award may not be made more than 10 years after the date of shareholder approval of the Omnibus Plan.
Otherwise, an Award may be made at any time.
No payment will be required for the grant of an Award and Awards are not transferable (except on death). Awards are not pensionable.
PSP Awards will normally vest 3 years after they are made, subject to the satisfaction of the applicable performance target. DSP Awards will normally vest 3 years after they are made. RSP Awards will normally vest on a date specified when they are made.
An Award which is an option will lapse 10 years after the date on which it is granted.
A PSP Award will be subject to a performance target which will be set by the Committee at the time the award is made, and which must be satisfied before the award can vest.
The vesting of any Award other than a PSP Award will be subject to the satisfaction of any applicable conditions set by the Committee on or before the date that the Award was granted.
The Committee may vary or waive the performance target applying to an Award if an event occurs which causes the Committee to consider that the performance target is no longer appropriate, provided that such variation or waiver is reasonable in the circumstances and, except in the case of a waiver, produces a fairer measure of performance and is not materially less difficult to satisfy.
At any time before an Award under the Omnibus Plan has vested the Committee may reduce the number of shares subject to the relevant award if any of the following events occur:
Where an Award has vested (or, in the case of an Award which is an option, been exercised), the Committee may require the Participant to transfer all or a proportion of the value received on vesting or exercise in substantially the same circumstances as apply to malus (as described above) for a period of two years following the vesting date of an Award. Clawback may be effected, among other means, by requiring the transfer of shares back to the Company or as it directs, or by a cash payment.
Shares acquired under an Award may be subject to a holding period during which the Participant may not transfer or sell the shares, except to cover any tax arising in relation to the vesting or exercise of the Award.
If a Participant ceases to be employed within the Group during the vesting period, then their award will normally lapse.
If the reason for cessation of the Participant's employment is death, injury or disability, redundancy, retirement, the sale of their employing business or company, or if the Committee in its discretion determines in any other particular case, the Award will continue as normal.
Alternatively, the Committee may determine that the Award will vest immediately upon the cessation of employment, subject to the Committee's assessment of the extent to which any applicable performance target or other conditions applicable to the Award shall be deemed to be met at that time.
In either case, normally the vesting of the Award will be time pro-rated (according to the proportion of the vesting period which has then elapsed).
The Committee may vary the time pro-rating applied to allow a greater proportion of the Award to vest.
An Award which is an option will ordinarily lapse if it has not been exercised within 6 months of cessation of employment or, if later, when it becomes exercisable.
In the event of a takeover, reconstruction, amalgamation or winding up of the Company or if the Committee determines where the Company is affected by a demerger or similar other event, a time prorated proportion of an Award (according to the part of the performance period which has then elapsed) will vest immediately, subject to the Committee's assessment of the extent to which the applicable performance target shall be deemed to be met at that time. The Committee may vary the time pro-rating applied to allow a greater proportion of the Award to vest.
The Award may be exchanged for an award over shares in an acquiring company if an offer to exchange is made and accepted by the Participant or if the Committee, with consent of the acquiring company, determines that Awards should automatically be exchanged.
If the Committee is aware that an event described above is likely to occur and will result in Awards vesting in circumstances where the Company's entitlement to a corporation tax deduction may be lost, the Committee may determine that the time that Awards vest shall be immediately before such event takes place.
In the event of a variation of the share capital of the Company, including by way of a capitalisation issue, rights issue, demerger or other distribution, a special dividend or distribution, rights offer or bonus issue or any sub-division, consolidation, or reduction in the Company's share capital, either or both of the number of shares and the description of the shares subject to an Award may be adjusted in such manner as the Committee determines.
An Award will not confer any shareholder rights, such as the right to vote or to receive any dividend, where the record date is prior to the allotment or transfer of shares to the participant following the vesting of the Award. A Participant may be entitled to receive a payment in cash or shares upon their acquisition of the shares subject to their Award in respect of dividends on those shares. The payment will be of an amount equal to any dividends paid on the number of shares acquired pursuant to the Award during the period from the date that the Award was made to the date that the participant acquires the shares.
A further payment may also be made in respect of interest on any such dividends from the date the dividend was paid to the date that the Participant acquires the shares, at a rate determined by the Committee.
The Committee may amend the rules of the Omnibus Plan at any time. However, the provisions relating to eligibility requirements, individual participation limits, dilution limits, the basis for determining a Participant's entitlement to benefits under the Omnibus Plan, the adjustments that may be made in the event of a variation of share capital and the amendment provisions themselves may not be made to the advantage of existing or future Participants without the prior approval of shareholders of the Company in general meeting.
There are exceptions for minor amendments to benefit the administration of the Omnibus Plan or to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for Participants, the Company or another member of the Group. Additionally, no amendment can be made which would adversely affect the rights of existing Participants without their consent.
The Omnibus Plan rules include a schedule which allows for the grant of tax advantaged CSOP options over the Company's shares.
The draft rules of the Telecom Plus Incentive Plan and the Telecom Plus Omnibus Plan (the "Plans") will be available for inspection on the National Storage Mechanism at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism from the date of sending this Notice of AGM. The draft rules of the Plans will also be on display at the place of the AGM for 15 minutes prior to and during the AGM.
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