AGM Information • Apr 5, 2023
AGM Information
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If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other independent professional adviser duly authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your ordinary shares, please pass this document together with the accompanying Form of Proxy to the purchaser or transferee, or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the ordinary shares.
Notice of Meeting and Explanatory Notes
This document contains Notice of the Annual General Meeting of TT Electronics plc (the "Company") to be held at the offices of Allen & Overy LLP, One Bishops Square, London, E1 6AD on Tuesday 9 May 2023 at 4.00pm, together with explanatory notes regarding the business of the meeting.
The Board considers that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole and recommends that you vote in favour of all the resolutions.
Please complete and submit a Form of Proxy in accordance with the instructions printed on the enclosed form. The Form of Proxy must be received by the Company's registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, as soon as possible, and in any event no later than 4.00pm on Sunday 7 May 2023. For further details please see the Notes set out on pages 10 to 12 of this document. Completion and return of the Form of Proxy will not preclude you from attending and voting at the Annual General Meeting in person.
| Chairman's letter | 01 |
|---|---|
| The Board | 02 |
| Notice of Annual General Meeting | 04 |
| Explanatory notes to the resolutions | 07 |
| Notes | 10 |
Dear Shareholder,
I am pleased to invite you to our Annual General Meeting ("AGM") which we will be holding at the offices of Allen & Overy LLP, One Bishops Square, London, E1 6AD on Tuesday 9 May 2023 at 4.00pm. The AGM is an important opportunity for the Board of TT Electronics to engage with our shareholders and your vote is, as always, very important to us.
We are looking forward to welcoming shareholders in person at our AGM, and if you plan to join us at the meeting, an attendance card is enclosed and directions to the venue can be found on the last page of this booklet. If you are unable to attend the AGM I would urge you to vote on each of the resolutions set out in this Notice by either:
in each case so it is received no later than 4.00pm on 7 May 2023. In line with best practice, voting at the AGM will be on a poll, so that every vote is duly recognised.
We are keen to hear all your views, and to answer your questions on the business of the AGM. If you are able to attend the AGM in person you will be able to ask questions during the meeting in the normal way. If you are unable to attend the AGM in person, you can submit any questions in advance by emailing us at [email protected] as soon as possible and before close of business on Friday 28 April 2023. This will enable us to respond to you before the deadline for appointing proxies, so that you can make a fully informed voting decision. Please include your full name and your shareholder reference number in your email.
We encourage you to monitor our website https://www.ttelectronics.com/investors/agm-gm/ where we will communicate any changes to the AGM arrangements, should the need arise.
In January 2023 we announced that Wendy McMillan and Michael Ord had been appointed to the Board as non-executive directors with effect from 16 January 2023. The Board recognises both Mick and Wendy's extensive experience in working within TT's markets and are pleased to recommend their election by our shareholders at this AGM. As in previous years, each of the other Board Directors will stand for re-election at this year's AGM. A summary of the skills brought to the Board by the Directors can be found on pages 2 and 3 of this Notice. Following the outcome of the annual evaluation process, I have concluded that all Directors standing for re-election continue to be effective and to demonstrate commitment to the role.
Shareholders will recall from previous years that, as is common practice for listed companies, we request annual shareholder authorities to disapply pre-emption rights, limited in line with best practice guidance issued by the Pre-Emption Group ("PEG"). PEG published a revised Statement of Principles in November 2022, which includes an increase in the recommended limit on the disapplication of pre-emption rights and so, this year, we are seeking revised authorities (in Resolutions 17 and 18), which reflect PEG's updated guidance. The Board has no current plans regarding non-pre-emptive issues but considers it to be in the best interests of shareholders to retain flexibility in the management of the Company's capital base in line with the latest guidance. Further explanation is included on pages 8 and 9.
The Board considers that the resolutions contained in this Notice of Annual General Meeting 2023 are in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote "FOR" the resolutions as they intend to do in respect of their own beneficial holdings.
The results of voting on all the resolutions will be announced via the Regulatory News Service and published on our website as soon as possible after the end of the AGM.
Yours faithfully,
Warren Tucker Chairman
Committees: Nominations (Chair), Remuneration Relevant skills and experience: Warren has over a decade of non-executive experience, as director and chairman, and he brings an in-depth knowledge of a number of our end-markets. He was a non-executive director of Reckitt Benckiser Group plc from 2010 to 2020, and a non-executive director at the UK Foreign Commonwealth Office from 2015 to 2020 (when it was replaced by the Foreign, Commonwealth and Development Office). As chief financial officer and an executive director of Cobham plc from 2003 to 2013, he has a track record of delivering profitable growth and value creation. He has extensive experience in large multinational organisations across several geographies and industries, including aerospace & defence. He also brings a wide understanding of the UK investment community, strategic growth and the delivery of successful M&A. Warren is a Chartered Accountant and has an MBA from INSEAD.
Other current appointments: Non-executive director and chair of the audit committee of Tate & Lyle plc and BCP V Modular Services Holdings Limited (operating globally as Modulaire Group); trustee on the board of Magna Learning Partnership.
Committees: People, Social, Environmental and Ethics (Chair), Risk (Chair)
Relevant skills and experience: Richard has developed an extensive portfolio of leadership, managerial and operational capabilities over a 30-year career with a range of leading electronics manufacturing companies in advanced technology industry sectors. Richard has significant experience of leading large, complex, global engineering and manufacturing businesses and transforming them into higher growth, higher quality entities through organic action and portfolio change. As well as driving growth and innovation in high technology businesses Richard has led more than 15 acquisition or divestment transactions with successful transition and integration experience. Additionally, Richard has worked in all tiers of the value chain in these industries with extensive knowledge of global manufacturing and supply chain operations. Richard is a member of the Manufacturing Council of the CBI.
Other current appointments: Non-executive director of Videndum plc and Governor of St Swithun's Independent School for Girls in Hampshire.
Relevant skills and experience: Mark has a deep understanding of finance and operational activities which he has acquired during a career spent in senior finance/ management roles with FTSE listed companies including in the aerospace domain. Mark's experience includes several years working in a variety of management roles in Continental Europe and Australia, as well as a strong focus on driving business transformation in the US. Mark has spent the last 25 years working in global industrial businesses and has extensive experience of driving business and functional re-structuring and transformation, M&A, and equity and debt capital markets.
Other current appointments: Non-executive director of De La Rue plc
Committees: Audit, Nominations, Remuneration, People, Social, Environmental and Ethics
Relevant skills and experience: Jack has a background in corporate finance, investment and M&A, which he has applied in bringing a number of business ventures through to operational maturity in the engineering, telecommunications and biotechnology sectors. Jack's extensive experience of innovation and the exploitation of technology, in the private sector and through working with Government bodies, are highly relevant given the Company's transformational agenda. Awarded an OBE in 2015 for services to science and engineering, Jack was formerly a non-executive director of Mitie Group plc, Elcogen Group plc and Laird plc, and chairman of Ilika plc, AIM-listed Seeing Machines Limited and the Academies Enterprise Trust. He was also an investment banker at Goldman Sachs and strategy consultant at Bain & Co.
Other current appointments: Non-executive director of Ricardo plc, Chair of the University of Bristol, non-executive director of the Department of Education and Member of the Board of the Henry Royce Institute for Advanced Materials.
Committees: Remuneration (Chair), Audit, Nominations Relevant skills and experience: Alison's background is in leading business development, M&A and strategic planning across blue-chip UK companies, particularly in the Defence sector. In addition, during her time as the Remuneration Committee chair of several FTSE listed companies, she has gained an invaluable insight into the development and execution of remuneration policy, which is a key component of the Company's growth ambitions. Alison was formerly global director corporate development & strategy for National Grid plc and before that, group strategic development director for BAE Systems plc. Alison has previously held non-executive directorships at Cobham plc, e2v technologies plc, BTG plc, THUS plc, Costain Group plc and Capricorn Energy plc.
Other current appointments: Non-executive chair of Galliford Try Holdings plc, senior independent director and chair of the Remuneration Committee of Oxford Instruments plc and non-executive director of the British Standards Institution (BSI).
Committees: Audit (Chair), Nominations
Relevant skills and experience: Anne has many years of experience gained from board level finance roles in listed international companies, including across life sciences, medical and industrial markets. Anne has particular expertise in financial management, risk, audit and M&A which complements the Company's strategy as it continues to transform. Anne is a member of the Institute of Chartered Accountants in Scotland and has formerly served as chief financial officer of Exova Group plc and group finance director at British Polythene Industries PLC. Anne was formerly a non-executive director of BTG plc.
Other current appointments: Senior independent director and chair of the Audit Committee of Diploma PLC, and board member and chair of the audit committee of SPT LabTech Limited.
Joined: January 2023 Committees: Audit, Nominations
Relevant skills and experience: Wendy is a Divisional Chief Executive in the Safety Sector at Halma plc, where she also sits on the Executive Board. Prior to Halma she held a range of leadership roles with a focus on growth and transformation at Dyson, Arqiva and BT. Wendy's outstanding experience in delivering organic growth and long-term value, as well as leading acquisitions and driving sustainability, is well-suited to TT's current and future strategic plans. She was also an independent non-executive director for the Industry and Parliament Trust and her early career was spent as a strategy consultant at Bain & Company. Wendy holds a Masters in Engineering, Economics and Management from Oxford University and has an MBA from INSEAD.
Other current appointments: Chief Executive of Safety Sector, Halma plc
Joined: January 2023
Committees: Nominations, Remuneration
Relevant skills and experience: Mick is currently Group Chief Executive of Chemring plc. During his career spanning almost 20 years at BAE Systems plc, Mick held a number of senior management roles including International Business Director and Managing Director of BAE's Naval Ships and F-35 Joint Strike Fighter businesses. Prior to moving into industry, Mick gained extensive engineering experience in the Navy where he held a number of management roles. Mick's vast experience in engineering and creating innovative solutions within the Aerospace and Defence sector complements the Company's strategic objectives and purpose. Mick is a Chartered Engineer and holds a B.Eng (Hons) in Aeronautical Systems Engineering from Plymouth University. He has also completed postgraduate management studies at Manchester Business School and is a graduate of Harvard Business School's Advanced Management Programme.
Other current appointments: Group Chief Executive of Chemring plc and member of the Royal Aeronautical Society.
(Incorporated and registered in England and Wales under number 87249)
Notice is hereby given that the Annual General Meeting of TT Electronics plc will be held at the offices of Allen & Overy LLP, One Bishops Square, London, E1 6AD on 9 May 2023 at 4.00pm to consider and, if thought fit, pass the following resolutions:
provided that the aggregate amount of any such donations and expenditure shall not exceed £100,000, during the period beginning with the date of the passing of this resolution and ending at the close of business on 1 July 2024 or, if sooner, at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution.
For the purpose of this resolution the terms "political donations", "political parties", "independent election candidates", "political organisations" and "political expenditure" have the meanings set out in sections 363 to 365 of the Companies Act 2006.
This authority shall expire (unless renewed, varied or revoked by the Company in general meeting) on the earlier of 1 July 2024 and the conclusion of the Annual General Meeting of the Company to be held in 2024, except that the Company may before such expiry make any offer or agreement which would or might require shares to be allotted or such rights to be granted after such expiry and the Directors may allot shares or grant such rights pursuant to any such offer or agreement as if such authority had not expired.
in either case as if section 561 of that Act did not apply to the allotment but this power shall be limited to:
and so that the Directors may make such exclusions or other arrangements as they consider expedient in relation to treasury shares, fractional entitlements, record dates, shares represented by depositary receipts, legal or practical problems under the laws in any territory or the requirements of any relevant regulatory body or stock exchange or any other matter;
(C) the allotment of equity securities pursuant to the authority granted under resolution 16 and/or by virtue of section 560(3) of the Companies Act 2006 (in each case otherwise than under paragraph (A) and/or (B) above) up to an aggregate nominal amount equal to 20% of any allotment of equity securities from time to time under paragraph (B) above, such authority to be used only for the purpose of making a followon offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice;
(b) this power shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 1 July 2024; and
18 That:
in either case as if section 561 of that Act did not apply to the allotment but this power shall be limited to:
(B) the allotment of equity securities (otherwise than under paragraph (A) above) up to an aggregate nominal amount equal to 20% of any allotment of equity securities from time to time under paragraph (A) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice;
(b) this power shall expire at the conclusion of the next AGM of the Company after the passing of this resolution or, if earlier, at the close of business on 1 July 2024; and
This authority shall expire on 1 July 2024 or, if earlier, at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution, except that the Company may, if it agrees to purchase ordinary shares under this authority before it expires, complete the purchase wholly or partly after this authority expires.
20 To authorise the Directors to call a general meeting of the Company, other than an Annual General Meeting, on not less than 14 clear days' notice.
Group Company Secretary
Registered Office Fourth Floor St Andrews House West Street Woking Surrey GU21 6EB
5 April 2023
The Directors must present the Company's Annual report and accounts to the AGM.
Shareholders are asked to approve the Directors' Remuneration report, which comprises the statement by Alison Wood (the Chair of the Remuneration Committee) on pages 101 to 105 of the Annual report and accounts, and the report on Directors' remuneration on pages 122 to 135 of the Annual report and accounts (but excluding the Directors' Remuneration Policy, set out on pages 106 to 121 of the Annual report and accounts, for which separate shareholder approval is being sought (see Resolution 3)).
The Directors' Remuneration report details payments made to Directors during the year ended 31 December 2022 and other information. As in previous years, this resolution is an advisory vote and does not affect the remuneration paid to any Director.
Resolution 3 is the approval of the Directors' Remuneration Policy which was last approved by shareholders at the 2020 AGM. The Policy sets out the parameters under which future payments by way of remuneration or for loss of office may be made to Directors and will be subject to a binding shareholder vote every three years (or sooner if changes to the Policy are proposed at an earlier date).
The proposed Directors' Remuneration Policy is set out on pages 106 to 121 of the Annual report and accounts. Information about the shareholder consultation process regarding the new Policy can be found on page 106 of the Annual report and accounts.
All remuneration payments made to Directors (and, if applicable, former directors) must be made in accordance with the Directors' Remuneration Policy, unless a payment has been separately approved by shareholders. If approved, the Directors' Remuneration Policy will take effect from the end of the Annual General Meeting. If the Company wishes to change the Directors' Remuneration Policy or depart from it, shareholders will be required to approve the revised Directors' Remuneration Policy or relevant proposal before it is implemented.
The Directors are recommending a final dividend of 4.3p per ordinary share for the year ended 31 December 2022. If approved by shareholders, the final dividend will be paid on 26 May 2023 to shareholders on the register as at close of business on 28 April 2023. Dividends will not be paid to any sanctioned person or to any person who cannot confirm that they have not been sanctioned, if requested to do so.
Wendy McMillan and Michael Ord joined the Board on 16 January 2023 and are both seeking election by shareholders for the first time. The Board believes that both Directors' experience and expertise, as described in their biographies on page 3 of this Notice, are of great benefit to the Board and the Company.
Each of the Directors referred to in these resolutions will offer himself or herself for re-election at the AGM in accordance with the Company's articles of association and the UK Corporate Governance Code.
The Chairman has confirmed that, following the formal performance evaluation described on pages 93 and 94 of the Annual report and accounts, each Director's performance continues to be effective and to demonstrate commitment to the role. Jack Boyer, in his capacity as Senior Independent Non-executive Director, has confirmed that the Chairman is an effective Chairman and demonstrates commitment to his role as Chairman.
Biographical details for each Director, including relevant skills and experience that demonstrate why their contribution is, and continues to be, important to the Company's long-term sustainable success, are set out on pages 2 and 3 in this Notice of Meeting and also on pages 78 to 80 of the Annual report and accounts.
The Board is proposing the re-appointment of Deloitte LLP as the Company's Auditor, following the recommendation of the Audit Committee. Resolution 14 authorises the Audit Committee to determine the Auditor's remuneration. Deloitte LLP were first appointed as the Company's Auditor at the AGM in 2020, following a competitive tender process.
Part 14 of the Companies Act 2006, amongst other things, prohibits the Company and its subsidiaries from making UK political donations or from incurring political expenditure in respect of a political party or other political organisation or an independent election candidate unless authorised by the Company's shareholders. Aggregate donations made by the Group of £5,000 or less in any 12-month period will not be caught.
Neither the Company nor any of its subsidiaries has any intention of making any political donations or incurring any political expenditure. However, the Companies Act 2006 defines "political party", "political organisation", "political donation" and "political expenditure" widely. For example, bodies, such as those concerned with policy review and law reform or with the representation of the business community or sections of it, which the Company and/or its subsidiaries may see benefit in supporting, may be caught.
Accordingly, and in line with common practice among listed companies, the Company wishes to ensure that neither it nor its subsidiaries inadvertently commits any breaches of the Companies Act 2006 through the undertaking of routine activities, which would not normally be considered to result in the making of political donations or in political expenditure being incurred.
As permitted under the Companies Act 2006, the resolution covers the Company and extends to all companies which are subsidiaries of the Company at any time the authority is in place. The proposed authority will expire at the next Annual General Meeting of the Company or, if earlier, at close of business on 1 July 2024.
The Companies Act 2006 provides that the Directors may only allot shares if authorised by shareholders to do so. Resolution 16 will, if passed, authorise the Directors to allot new shares up to a maximum nominal amount of £29,422,260, which represents an amount which is approximately equal to two-thirds (66.66%) of the issued share capital of the Company as at 23 March 2023, the latest practicable date prior to the publication of this document.
As provided in paragraph (a) of the resolution, up to half of this authority (equal to one-third of the issued ordinary share capital of the Company) will enable the Directors to allot and issue new shares in whatever manner (subject to pre-emption rights) they see fit. Paragraph (b) of the resolution provides that the remainder of the authority (equal to a further one-third of the issued share capital of the Company) may only be used in connection with a rights issue. As paragraph (a) imposes no restrictions on the way the authority may be exercised, it could be used in conjunction with paragraph (b) so as to enable the whole two-thirds authority to be used in connection with a rights issue.
The authority will expire at the conclusion of the next AGM or, if earlier, the close of business on 1 July 2024. Passing Resolution 16 will ensure that the Directors continue to have the flexibility to act in the best interests of shareholders, when opportunities arise, by issuing new shares. There are no current plans to issue new shares except in connection with employee share schemes.
As at 23 March 2023, the latest practicable date prior to the publication of this document, the Company had 176,533,568 ordinary shares of 25 pence each in issue and no shares were held in treasury.
At last year's AGM, a special resolution was passed, under sections 570 and 573 of the Companies Act 2006, empowering the Directors to allot equity securities for cash without first being required to offer such shares to existing shareholders. It is proposed that this authority be renewed and enhanced in line with the latest institutional shareholder guidelines, including the revised Statement of Principles published by the Pre-Emption Group on 4 November 2022 (the "2022 Statement of Principles").
If approved, this resolution, which follows the Pre-emption Group's template resolution, will authorise the Directors, in accordance with the 2022 Statement of Principles, to issue shares in connection with a rights issue or other pre-emptive offer (paragraph (A) of the resolution) and otherwise to issue shares and/or sell treasury shares for cash:
The total maximum nominal amount of equity securities to which Resolution 17 relates is £5,296,006 (representing approximately 12% of the issued share capital of the Company as at 23 March 2023).
The Directors confirm that, should they exercise this authority, they intend to follow best practice as regards its use, including: (i) following the shareholder protections in Part 2B of the 2022 Statement of Principles; and (ii) in respect of any follow-on offer, following the expected features set out in paragraph 3 of Part 2B of the 2022 Statement of Principles.
Resolution 17 will be proposed as a special resolution to grant this authority until the conclusion of the next AGM or, if earlier, the close of business on 1 July 2024.
Resolution 18 requests further shareholder approval, by way of a separate special resolution in line with the best practice guidance issued by the Pre-Emption Group, for the Directors to allot equity securities and/or sell treasury shares for cash without first being required to offer such securities to existing shareholders. The proposed resolution, which follows the Pre-emption Group's template resolution and reflects the 2022 Statement of Principles, will expire on 1 July 2024 or at the conclusion of the AGM in 2024, whichever is the earlier.
The authority granted by this resolution, if passed, will be limited to the allotment of equity securities and the sale of treasury shares for cash:
The total maximum nominal amount of equity securities to which Resolution 18 relates is £5,296,006 (representing approximately 12% of the issued share capital of the Company as at 23 March 2023).
The Directors confirm that, should they exercise this authority, they intend to follow best practice as regards its use, including: (i) following the shareholder protections in Part 2B of the 2022 Statement of Principles; and (ii) following the expected features of a follow-on offer as set out in paragraph 3 of Part 2B of the 2022 Statement of Principles.
The authority granted by this resolution would be in addition to the general authority to disapply pre emption rights under Resolution 17.
There may be occasions when, in the best interests of the Company, the Directors need the flexibility to finance business opportunities by allotting shares without a pre-emptive offer to existing shareholders and this can be done if the shareholders
have first given a limited waiver of their pre-emption rights. Resolutions 17 and 18 ask shareholders to grant this limited waiver.
If passed, this resolution will grant the Company authority for a period expiring on 1 July 2024 or at the conclusion of the next AGM, whichever is the earlier, to buy its own shares in the market. The resolution limits the number of shares that may be purchased to approximately 10% of the Company's issued share capital as at 23 March 2023, the latest practicable date prior to the publication of this document. The price per ordinary share that the Company may pay is set at a minimum amount (excluding expenses) of 25 pence per ordinary share and a maximum amount (excluding expenses) of the higher of: (i) 5% above the average of the previous five days' middle market prices; and (ii) 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.
The Directors' present intention is that any shares purchased pursuant to this authority will be cancelled immediately on purchase. Alternatively, the shares may be held in treasury, sold for cash or transferred pursuant to an employee share scheme. The effect of any cancellation would be to reduce the number of shares in issue. For most purposes, while held in treasury, shares are treated as if they have been cancelled (for example, they carry no voting rights and do not rank for dividends). The Directors will only make purchases under this authority if they believe that to do so would result in increased earnings per share and would be in the interests of shareholders generally.
As at 23 March 2023, the latest practicable date prior to the publication of this document, options, DSBP and LTIP awards to subscribe for ordinary shares were outstanding over 6,848,509 ordinary shares of 25 pence each in the Company, representing approximately 3.9% of the issued share capital of the Company at that date. If the full market purchase authority (both existing and sought) were used in full and the repurchased shares cancelled, shares over which options, DSBP and LTIP awards were outstanding would, as at that date, represent approximately 4.8% of the Company's issued share capital.
In order to preserve its flexibility to call general meetings (other than an Annual General Meeting) on 14 clear days' notice, the Company must offer all shareholders the opportunity to appoint a proxy for its general meetings electronically (via the website of the Company or its registrars) and must obtain the approval of its shareholders by means of a special resolution passed each year. Resolution 20 seeks such approval. It is intended that this flexibility will only be used for non-routine business and where merited in the interests of shareholders as a whole. It is intended that a similar resolution will be proposed at future Annual General Meetings
3 If appointing more than one proxy, you will need to state clearly on each Form of Proxy the number of shares in relation to which the proxy is appointed. A failure to specify the number of shares to which each proxy appointment relates or specifying a number of shares in excess of those held by the shareholder will result in the proxy appointment being invalid.
4 The return of a completed Form of Proxy, online proxy appointment, or any CREST Proxy Instruction (as described in paragraph 11 below) will not prevent a shareholder attending the Annual General Meeting and voting in person if he wishes to do so. You must inform the Company's registrars in writing of any termination of the authority of a proxy.
9 As at 23 March 2023, the Company's issued share capital comprised 176,533,568 ordinary shares of 25 pence each, with no shares held in treasury. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 23 March 2023 is 176,533,568.
10 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 and any adjournment(s) of the meeting by using the procedures described in the CREST Manual (available via www. euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a 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.
12 CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited 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 any voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.
13 Under section 527 of the Companies Act 2006, shareholders 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 Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, 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 Companies Act 2006 to publish on a website.
The following documents will be available for inspection at Fourth Floor, St Andrews House, West Street, Woking, Surrey GU21 6EB during normal business hours from the date of this Notice until the day of the AGM (excluding Saturdays, Sundays and public holidays) and will also be available for inspection at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD from 15 minutes before the AGM until it ends:
Tuesday 9 May 2023 at 4.00pm
Allen & Overy LLP, One Bishops Square, London, E1 6AD
Liverpool Street, Aldgate, Aldgate East
From Liverpool Street Station, walk north up Bishopsgate and turn right into Brushfield Street
The venue is easily accessible by wheelchair users and has lift access inside.
TT Electronics plc Fourth Floor St Andrews House West Street Woking Surrey GU21 6EB England
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