AGM Information • Jun 28, 2021
AGM Information
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This document is important. If you are in any doubt about what action you should take, you are recommended to consult your financial adviser. If you have sold or transferred all your shares, you should send this document and the Form of Proxy to the purchaser or to the stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.
LEI 213800WFIVE6RUK3CR22 Registered number: 01919797 Registered office: Trifast House Bellbrook Park Uckfield East Sussex TN22 1QW
28 June 2021
Dear Shareholder
This letter explains the business to be conducted at this year's Annual General Meeting ("AGM"), which is to be held at the East Sussex National Hotel, Uckfield, TN22 5ES on 28 July 2021 at 12 noon.
COVID-19 Notice: The AGM will be held subject to the provisions of Annexure B of this Notice if applicable. This means that depending on the prevailing restrictions at the time of the meeting, you may not be able to attend the meeting in person and may only vote via proxy or via the virtual platform. Annexure B of this Notice contains more details on the arrangements which may apply in such a scenario.
With COVID-19 continuing to have some impact and disruption on our lives, we must put the safety and wellbeing of our shareholders at the forefront. We would therefore strongly encourage shareholders to join the virtual platform for the 2021 AGM rather than attend in person (where that is permitted in accordance with Annexure B).
For the 2021 AGM, Trifast plc will be enabling shareholders to attend and participate in the Meeting electronically, should they wish to do so. This can be done by accessing the AGM website, https://web.lumiagm.com. Further details of how this will work, together with an online shareholders' guide, can be found at Annexure A to this letter.
Notwithstanding the paragraph above, we encourage shareholders to consider voting on the resolutions by completing the form of proxy which is attached to this Notice of Meeting. The appointment of a proxy will not prevent a shareholder from subsequently attending and voting at the Meeting electronically (or, where permitted by Annexure B, in person), in which case any votes cast by the proxy will be excluded.
Should shareholders wish to put questions to the plc Board, these can be submitted via the investor website in advance of the AGM or via email to [email protected], or through the AGM website. Any questions raised will be published on the website after the AGM together with results of voting.
Explanatory notes to the business of the AGM
The Directors must present their Annual Report and Financial Statements to the Meeting. This gives shareholders the opportunity to ask questions on the content before voting on the resolution.
Shareholders have an opportunity to cast an advisory vote on the Directors' Remuneration Report for the financial year ended 31 March 2021.
The Board is recommending a final dividend of 1.60 pence per ordinary share to be paid on 15 October 2021 to shareholders on the Register of Members at the close of business on 17 September 2021.
In accordance with the Corporate Governance Code, all Directors are subject to annual re-election. Accordingly, Jonathan Shearman, Mark Belton, Clare Foster, Clive Watson, Scott Mac Meekin and Claire Balmforth are offering themselves for re-election.
Biographical details for all Directors can be found in the Annual Report on page 86 and 87, or online at www.trifast.com.
The Company is required to appoint Auditors at each General Meeting at which its Annual Report and Accounts are presented to Shareholders. Therefore, resolution 10 proposes the reappointment of BDO as Auditors (to hold office until the next such meeting), and, in accordance with normal practice, resolution 11 authorises the Directors to determine the Auditors' remuneration.
At the Company's last AGM, shareholders authorised the Directors, under section 551 of the Companies Act 2006 and the Company's Articles of Association, to allot ordinary shares and grant other share rights without the prior consent of shareholders. It is proposed by ordinary resolution to seek renewal of this authority and to so authorise the Directors for the period until the AGM in 2022 or, if sooner, 28 October 2022. The £2,244,700 nominal amount of the ordinary shares to which this authority relates (referred to as the Section 551 Amount) represents approximately 33% of the nominal amount of issued share capital of the Company as at the date hereof. The Directors have no present intention of exercising this authority.
At the Company's last AGM, the Directors were empowered to allot ordinary shares for cash without first being required to offer such shares to existing shareholders pursuant to section 561 of the Companies Act 2006 and the Company's Articles of Association. It is proposed by special resolution that this authority also be renewed for the same period as the authority under Resolution 12. The £340,106 nominal amount of ordinary shares to which limb (b) of this authority relates represents approximately 5% of the issued share capital of the Company as at the date hereof.
In addition to the authority for disapplication of pre-emption rights set out at Resolution 13 above, in accordance with the guidance of the Pre-Emption Group, the Directors seek renewal of an additional authority to allot ordinary shares for cash without first being required to offer such shares to existing shareholders pursuant to section 561 of the Companies Act 2006 and the Company's Articles of Association for a further £340,106 nominal amount of ordinary shares representing approximately 5% of the issued share capital of the Company as at the date hereof. This allotment authority is only to be used for an acquisition or other capital investment of a kind contemplated by the Pre-Emption Group. It is proposed by special resolution that this authority be given for the same period as the authority under Resolution 12.
This special resolution seeks renewal of the authority for the Company to make market purchases of its own shares. If passed, the resolution gives authority for the Company to purchase up to 13,604,243 ordinary shares, representing approximately 10% of the Company's issued share capital (excluding treasury shares) as at the date hereof.
The resolution specifies the minimum and maximum prices which may be paid for any shares purchased under this authority. The authority will expire at the AGM in 2022 or, if sooner, 28 October 2022.
The Directors only intend to exercise the authority to purchase shares where they consider that such purchases will be in the best interests of shareholders generally and will result in an increase in earnings per share.
The Company may either cancel any shares it purchases under this authority or transfer them into treasury (and subsequently sell or transfer them out of treasury or cancel them).
The Companies Act 2006 allows shareholders to approve by special resolution a shorter notice period than 21 clear days to apply to general meetings, which cannot however be less than 14 clear days. Annual General Meetings will continue to be held on at least 21 clear days' notice.
In order to enable Directors to be able to utilise this ability, Resolution 16 seeks the renewal of such approval. The approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.
It is necessary for the existing Employee Share Plan previously approved by shareholders to be amended slightly to align with the provisions of the new Directors' Remuneration Policy approved at last year's AGM. Details of the proposed amendments are set out in Annexure C.
You will find enclosed the Form of Proxy for use at the AGM. You are asked to complete and return it to the Company's Registrar as soon as possible, and in any event, not later than 12 noon on the day that is two working days prior to the Meeting.
Please note that it is as yet uncertain whether, due to restrictions on social gatherings, it will be possible for you to attend and vote in person (for further information please see Annexure B of this Notice), but please see details above and at Annexure A regarding participation on the electronic AGM platform.
The Directors believe that the proposals set out in the Notice of Meeting are in the best interests of the shareholders as a whole. Accordingly, they unanimously recommend that you vote in favour of these resolutions, as they intend to do in respect of their own beneficial shareholdings.
Yours sincerely
Chair
Notice of Meeting
Notice is hereby given that the Annual General Meeting of Trifast plc will be held at the East Sussex National Hotel, Uckfield, TN22 5ES on 28 July 2021 at 12 noon. for the following purposes:
As special business, to consider and, if thought fit, pass the following resolutions (Resolution 12 is proposed as an ordinary resolution, Resolutions 13, 14, 15, 16 as special resolutions and Resolution 17 as an ordinary resolution):
Subject to Annexure B, a member entitled to attend and vote is entitled to appoint a proxy or proxies to attend, speak and vote on his/her behalf at the Meeting. If more than one proxy is appointed each proxy must be appointed in respect of different shares held by that member. A proxy need not be a member of the Company.
By order of the Board,
Company Secretary
28 June 2021
Registered office: Trifast House Bellbrook Park Uckfield East Sussex TN22 1QW
Notes
A Form of Proxy is enclosed. Note that this year, with COVID-19 continuing to have some impact and disruption on our lives (see Annexure B for more details), we must put the safety and wellbeing of our shareholders at the forefront. We would therefore strongly encourage shareholders to join the virtual platform for the 2021 AGM.
For the 2021 AGM, Trifast plc will be enabling shareholders to attend and participate in the Meeting electronically, should they wish to do so. This can be done by accessing the AGM website, https://web.lumiagm.com. Further details of how this will work, together with an online shareholders' guide, can be found at Annexure A to this letter.
We would recommend shareholders vote in advance of the AGM via the form of proxy which is attached to this Notice of Meeting.
As an alternative to completing the hard copy proxy form, shareholders can vote and appoint a proxy electronically by going to the following website www.investorcentre.co.uk/eproxy. You will be asked to enter the Control Number, the Shareholder Reference Number (SRN) and Pin as provided on your proxy card and agree to certain terms and conditions.
For either format of proxy to be valid, it must be received no later than 12 noon on the day that is two working days prior to the Meeting. Further details relating to the appointment of proxies are included in the proxy form.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. All messages relating to the appointment of a proxy or an instruction to a previously appointed proxy must be transmitted so as to be received by the Company's agent (ID. 3RA50) no later than 12 noon on the day that is two working days prior to the Meeting. It is the responsibility of the CREST member concerned to take such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat a CREST Proxy Instruction as invalid in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
Annexure A Details for accessing electronic AGM
For the 2021 AGM, Trifast plc will be enabling shareholders to attend and participate in the meeting electronically, should they wish to do so. This can be done by accessing the AGM website, https://web.lumiagm.com.
Lumi AGM can also be accessed online using most well-known internet browsers such as Chrome, Safari, Edge and Firefox 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.
On accessing the AGM website, you will be asked to enter a Meeting ID which is 191-122-785. You will then be prompted to enter your unique SRN and Pin. These can be found printed on your form of proxy. Access to the meeting via the website will be available from 11.00am on 28 July 2021; however, please note that your ability to vote will not be enabled until the Chair of the meeting formally opens the meeting at 12 noon.
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 proceeding 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.
Once the Chair of the meeting has formally opened the meeting, they will explain the voting procedure. Voting will be enabled on all resolutions at the start of the formal meeting on the Chair of the meeting's instruction. This means shareholders may, at any time while the poll is open, vote electronically on any or all of the resolutions in the Notice of Meeting, resolutions will not be put forward separately.
Once the resolutions have been proposed, the list of resolutions will appear along with the voting options available. Select the option that corresponds with how you wish to vote, "FOR", "AGAINST" or "WITHHELD". Once you have selected your choice, the option will change colour and a confirmation message will appear to indicate your vote has been cast and received – There is no submit button. If you make a mistake or wish to change your vote, simply select the correct choice, if you wish to "cancel" your vote, select the "cancel" button. You will be able to do this at any time whilst the poll remains open and before the Chair of the meeting announces its closure at the end of the meeting.
Shareholders attending electronically may ask questions via the website by typing and submitting their question in writing – Select the messaging icon from within the navigation bar and type your question at the bottom of the screen, once finished, press the 'send' icon to the right of the message box to submit your question. Alternatively, shareholders will be able to ask a verbal question, instructions on which will be given on the information page of the Lumi platform once you have logged in. The Chair of the meeting will read the question aloud before providing an answer. Questions may not be answered at the meeting if answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, the answer has already been given on a website in the form of an answer to a question, or it is undesirable in the interests of the Company that the question be answered.
An active internet connection is required at all times in order to allow you to cast your vote when the poll opens, submit questions and listen to the audiocast. It is the user's responsibility to ensure you remain connected for the duration of the meeting.
Please contact the Company's registrar before 10.00am on 28 July 2021 by email at [email protected] or by phone on 0370 707 1340 for your unique SRN and Pin. Lines are open 8.30am to 5.30pm Monday to Friday (excluding public holidays in England & Wales).
For the 2021 AGM, Trifast plc will be enabling shareholders to attend and participate in the Meeting electronically, should they wish to do so. This can be done by accessing the AGM website, https://web.lumiagm.com.
If you choose to participate online you will be able to view a live webcast of the meeting, ask the board questions and submit your votes in real time and you will need to visit https://web.lumiagm.com on your smartphone, tablet or computer. You will need the latest versions of Chrome, Safari, Edge and Firefox. Please ensure your browser is compatible.
Once you have entered web.lumiagm.com into your web browser, you'll be prompted to enter the Meeting ID as above.
You will then be required to click 'I have a login' and enter your:
(a) SRN; and
(b) Pin.
To enter as a shareholder, select 'I have a login' and enter your SRN and Pin. If you are a visitor, select 'I am a guest'.
As a guest, you will be prompted to complete all the relevant fields including; title, first name, last name and email address.
Please note, guests will not be able to vote at the meeting.
When successfully authenticated, the info screen will be displayed. You can view company information, ask questions and listen to the audiocast.
If you would like to listen to the audiocast press the broadcast icon at the bottom of the screen.
If viewing on a computer, the broadcast will appear at the side automatically once the meeting has started.
Annexure A Details for accessing electronic AGM continued
The Chair will open voting on all resolutions at the start of the meeting. Once the voting has opened, the polling icon will appear on the navigation bar at the bottom of the screen.
From here, the resolutions and voting choices will be displayed.
To vote, simply select your voting direction from the options shown on screen. A confirmation message will appear to show your vote has been received.
To change your vote, simply select another direction. If you wish to cancel your vote, please press Cancel.
Once the Chair has opened voting, voting can be performed at any time during the meeting until the Chair closes the voting on the resolutions. At that point your last choice will be submitted.
You will still be able to send messages and view the webcast whilst the poll is open.
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Any shareholder or appointed proxy attending the meeting is eligible to ask questions.
If you would like to ask a question, select the messaging icon .
Messages can be submitted at any time during the Q&A session up until the Chair closes the session.
Type your message within the chat box at the bottom of the messaging screen.
Once you are happy with your message click the send button.
Questions sent via the Lumi AGM online platform will be moderated before being sent to the Chair. This is to avoid repetition and in accordance with note 13 to the Notice of Meeting.
Links are present on the info screen. When you click on a link, the selected document will open in your browser.
Data usage for streaming the annual shareholders' meeting or downloading documents via the AGM platform varies depending on individual use, the specific device being used for streaming or download (Android, iPhone, etc) and the network connection (3G, 4G).
Under Scenario 1, a quorum will be formed by two Directors holding shares. No other members may attend in person. Members will need to attend via the electronic voting platform or vote via a proxy form if they are registered to do so.
Under Scenario 2, members will be able to attend subject to the relevant limit. Members may be refused admission to the meeting in order to ensure that the limit is not exceeded. Members are strongly recommended to attend via the electronic platform to avoid disappointment if their attendance is refused.
Under Scenario 3, members may freely attend with no limits on numbers. Bearing in mind the health and safety of attendees (including those two Directors who must attend in person), it is strongly recommended to attend via the electronic platform.
Annexure C Amendments to Employee Share Plan ("Plan")
The existing Employee Share Plan provides that the terms of the Plan may be altered or amended with the prior approval of shareholders at a general meeting (certain minor amendments can be made without shareholder approval). It is intended that the Plan shall continue to apply with the following alterations and amendments to allow the Company to operate share awards in line with the new Remuneration Policy adopted at last year's AGM. The following summarises the proposed significant changes to the Plan:
The aggregate market award of any award received by an award holder may not, in any year, exceed 175% (prior to last year's Remuneration Policy 150%) of the award holder's total annual base salary as at the date of the grant of the award.
Discretion is given to the Remuneration Committee to change formulaic outcomes for performance conditions relating to share awards (both upwards and downwards) if they are out of line with the underlying performance of the Group.
Minor and/or administrative amendments to the Plan may only be made by the Remuneration Committee without shareholder approval in circumstances where it would be, in the opinion of the Remuneration Committee, disproportionate to await shareholder approval.
A copy of the Plan (incorporating all amendments) will be available for inspection at the Meeting.
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