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United Utilities Group PLC — Proxy Solicitation & Information Statement 2013
Jun 23, 2013
4878_rns_2013-06-23_fcc3d0a8-4c1a-4b62-b9f8-abb46ed60ca2.pdf
Proxy Solicitation & Information Statement
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United Utilities
is a firm that is
selling life flow smoothly
Electronic communication
+
Dear Shareholder
Shareholder communications
We are writing to tell you about your options for receiving information, such as the company's annual report and financial statements ('annual report') and notice of annual general meeting.
In line with most major PLCs, we are encouraging our shareholders to receive more information electronically. This not only means that you can receive it more quickly, but helps us make a contribution to the environment by using less ink, paper and electricity. It also saves the substantial expenditure associated with printing and postage costs.
Lots of shareholder information is already on our website, such as:
- A full website version of the annual report and a 'searchable' PDF version of it;
- Financial results presentations;
- Financial news updates; and
- A sign-up form for our alert service that sends you an email when new financial information is published.
We will also notify you separately by email, when the annual report and notice of annual general meeting are available, if you sign up via Shareview, as detailed in option 1 in the Selection Form, at the end of this letter.
We understand that not everyone has internet access and some shareholders may wish to continue to receive paper copies of documents by post. We, of course, fully respect this position. If, for whatever reason, this is the case, please select option 3 and return your completed Selection Form (postage paid) to our registrars, Equiniti Limited, by 22 July 2013.
Shareholders can request paper copies of shareholder documents at any time free of charge by writing to our Company Secretary's department at our registered office address below. You can also change your preference by contacting Equiniti Limited on 0871 384 2041 or by writing to them at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom. Calls to this number are charged at 8p per minute plus network extras. Lines open 8.30am to 5.30pm, Monday to Friday.
Please note that if the Selection Form is not returned by 22 July 2013, in future years you will automatically receive only the notice of meeting and the voting form and not the annual report. This election supercedes any previous election and is effective from 22 July 2013.
Yours faithfully
Simon Gardiner
Company Secretary and General Counsel
United Utilities Group PLC (Registered in England and Wales No. 6559020)
Registered office: Haweswater House, Lingley Mere Business Park, Lingley Green Avenue, Great Sankey, Warrington WA5 3LP
Shareholder Communications Selection Form
Shareholder reference:
- To receive annual notification by email of the availability of shareholder information on our website, visit shareview.co.uk and register your email address before 22 July 2013.
- To receive only the notice of meeting and voting form you don't need to do anything.
- To receive a paper copy of the annual report and other shareholder information through the post please tick this box ☐ and return this form (postage paid) to Equiniti by 22 July 2013.
3362-028-S
United Utilities
Strong life from smudging
Proxy form
+
3362-027-S
Voting ID
Task ID
Shareholder ref. no.
I/We hereby appoint the chairman of the meeting or:
☐ name of proxy
☐ multiple proxies
☐ number of shares
to act as my/our proxy at the company's annual general meeting to be held at the Midland Hotel, Peter Street, Manchester, M2 3NQ at 11.00 am on Friday 26 July 2013 and at any adjournment. Please refer to the notice of annual general meeting for the full text of the resolutions. This personalised proxy form is not transferable and should be disregarded if you have sold your shareholding.
| Resolutions | For | Against | Withheld |
|---|---|---|---|
| 1 To receive the financial statements and the reports of the directors and auditor for the year ended 31 March 2013 | ☐ | ☐ | ☐ |
| 2 To declare a final dividend of 22.88p per ordinary share | ☐ | ☐ | ☐ |
| 3 To approve the directors' remuneration report for the year ended 31 March 2013 | ☐ | ☐ | ☐ |
| 4 To reappoint Dr John McAdam as a director | ☐ | ☐ | ☐ |
| 5 To reappoint Steve Mogford as a director | ☐ | ☐ | ☐ |
| 6 To reappoint Russ Houlden as a director | ☐ | ☐ | ☐ |
| 7 To reappoint Dr Catherine Bell as a director | ☐ | ☐ | ☐ |
| 8 To elect Brian May as a director | ☐ | ☐ | ☐ |
| 9 To reappoint Nick Salmon as a director | ☐ | ☐ | ☐ |
| 10 To reappoint Sara Weller as a director | ☐ | ☐ | ☐ |
| 11 To appoint KPMG LLP as the auditor | ☐ | ☐ | ☐ |
| 12 To authorise the directors to set the auditor's remuneration | ☐ | ☐ | ☐ |
| 13 To authorise the directors to allot shares | ☐ | ☐ | ☐ |
| 14 To disapply statutory pre-emption rights | ☐ | ☐ | ☐ |
| 15 To authorise the company to make market purchases of its own shares | ☐ | ☐ | ☐ |
| 16 To approve the rules of the United Utilities Group PLC long term plan 2013 | ☐ | ☐ | ☐ |
| 17 To authorise the directors to call general meetings on not less than 14 clear days' notice | ☐ | ☐ | ☐ |
| 18 To authorise political donations and political expenditure | ☐ | ☐ | ☐ |
- Signature
Date
United Utilities
Admission and poll card
We are holding our annual general meeting on Friday 26 July 2013 at the Midland Hotel, Peter Street, Manchester, M2 3NQ. It will start at 11.00 am. If you are coming to the meeting, please sign this admission card, bring it with you to the meeting, and present it at the registration desk when you arrive.
If you have appointed a proxy (other than the chairman of the meeting or one of the other directors) please tick the box marked 'proxy' below and give it to your proxy to hand in when he or she arrives at the meeting. If you have appointed multiple proxies, you may give photocopies to your proxy holders.
Signature. _________ Proxy ☐
POLL CARD FOR USE AT THE MEETING ONLY
Please mark the appropriate box 'for', 'against' or 'withheld' for each resolution in black ink like this ☐ and sign the form where indicated. Please refer to the notice of annual general meeting for the full text of the resolutions.
Please hand the form in AT THE END OF THE MEETING to the registrars.
| Resolutions | For | Against | Withheld |
|---|---|---|---|
| 1 To receive the financial statements and the reports of the directors and auditor for the year ended 31 March 2013 | ☐ | ☐ | ☐ |
| 2 To declare a final dividend of 22.88p per ordinary share | ☐ | ☐ | ☐ |
| 3 To approve the directors' remuneration report for the year ended 31 March 2013 | ☐ | ☐ | ☐ |
| 4 To reappoint Dr John McAdam as a director | ☐ | ☐ | ☐ |
| 5 To reappoint Steve Mogford as a director | ☐ | ☐ | ☐ |
| 6 To reappoint Russ Houlden as a director | ☐ | ☐ | ☐ |
| 7 To reappoint Dr Catherine Bell as a director | ☐ | ☐ | ☐ |
| 8 To elect Brian May as a director | ☐ | ☐ | ☐ |
| 9 To reappoint Nick Salmon as a director | ☐ | ☐ | ☐ |
| 10 To reappoint Sara Weller as a director | ☐ | ☐ | ☐ |
| Resolutions | For | Against | Withheld |
| --- | --- | --- | --- |
| 11 To appoint KPMG LLP as the auditor | ☐ | ☐ | ☐ |
| 12 To authorise the directors to set the auditor's remuneration | ☐ | ☐ | ☐ |
| 13 To authorise the directors to allot shares | ☐ | ☐ | ☐ |
| 14 To disapply statutory pre-emption rights | ☐ | ☐ | ☐ |
| 15 To authorise the company to make market purchases of its own shares | ☐ | ☐ | ☐ |
| 16 To approve the rules of the United Utilities Group PLC long term plan 2013 | ☐ | ☐ | ☐ |
| 17 To authorise the directors to call general meetings on not less than 14 clear days' notice | ☐ | ☐ | ☐ |
| 18 To authorise political donations and political expenditure | ☐ | ☐ | ☐ |
Signature. _________
Annual general meeting - United Utilities Group PLC, Friday 26 July 2013
The results of the poll will be announced through a regulatory news service and will also be made available on the company's website at corporate.unitedutilities.com.
United Utilities
aing life flow smoothly
Information
Electronic communications
We're encouraging our shareholders to receive their shareholder information by email and via our website. Not only is this a quicker way for you to receive information, it helps us be more sustainable by reducing paper and printing materials and lowering postage costs.
Registering for electronic shareholder communications is very straightforward, and is done online via shareview.co.uk which is a website provided by our registrar, Equiniti.
Log on to shareview.co.uk and you can:
- set up electronic shareholder communication
- view your shareholdings
- update your address details if you change your address
- get your dividends paid directly into your bank account
View or download the full Annual Report and Financial Statements from: unitedutilities.com/annual report2013.
Please do not use any electronic address provided in this document to communicate with the company for any purposes other than those expressly stated.
Dividends paid direct to your bank account
Why not make life easy and have your dividends paid straight into your bank account?
- the dividend goes directly into your bank account and is available straight away
- no need to pay dividend cheques into your bank account
- no risk of losing cheques in the post
- no risk of having to replace spoiled or out-of-date cheques
- it's cost effective for your company
To take advantage of this method of payment, please contact our registrar, Equiniti via the contact details below, log on to shareview.co.uk or alternatively, complete the dividend mandate form that you will receive with your next dividend cheque.
If you choose to have your dividend paid directly into your bank account you will receive one tax voucher each year. This will be issued with the interim dividend normally paid in February and will contain details of all the dividends paid in that tax year. If you would like to receive a tax voucher with each dividend payment, please contact our registrar, Equiniti.
How to fill in the proxy form – Whether or not you can attend the annual general meeting on Friday 26 July 2013, we recommend that you appoint either the chairman of the meeting or any other person of your choice as your proxy to attend and vote for you. A proxy need not be a shareholder. To appoint someone other than the chairman, you should cross out the words 'the chairman of the meeting or' and write in the box the name and address of the person you want to be your proxy. Your proxy will be entitled to exercise all or any of your rights to attend, speak and vote at the meeting.
Voting less than your entitlement – If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full entitlement.
Multiple proxies – If you want to appoint more than one proxy please tick the 'multiple proxies' box. Additional proxy forms may be obtained by contacting the company's registrar, Equiniti, on 0871 384 2041 or you may photocopy this form. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy and return all proxy forms in the same envelope to the address shown overleaf. (Calls to this number cost 8 pence per minute plus network extras. Lines are open 8.30 am to 5.30 pm, Monday to Friday.) Overseas shareholders should contact Equiniti on +44 (0) 121 415 7048.
Recording your votes – Please mark the appropriate box above 'for', 'against' or 'withheld' for each resolution in black ink like this. Your proxy will have discretion to vote on any resolution where you have not given a specific instruction how to vote or on any other business which may properly come before the meeting. A 'withheld' vote is not a vote in law and will not be counted in the proportion of shares for or against any resolution.
Please sign and date the form, initial any alterations, tear it off and post it (postage paid).
Deadline for submission – To be valid, your proxy instructions must be received no later than 11.00 am on Wednesday 24 July 2013. Details of the resolutions are set out in the notice calling the meeting. You can submit your proxy instructions electronically at www.sharevote.co.uk. To do this, you will need your voting reference numbers (the three numbers quoted overleaf). CREST members can use the CREST electronic proxy voting service.
Voting by poll – At the meeting, voting on all substantive resolutions will take place by poll. On a poll, holders of ordinary shares shall have one vote for every share held. If, having submitted a proxy form, you subsequently attend the meeting in person, you will only need to complete a poll card if you wish to change your voting instructions. If the form is signed by someone else on your behalf, evidence of their authority to sign the form must be sent with the form.
Joint holders – In the case of joint holders, only one need sign the form. In the case of a corporation, the form must be signed as a deed or be appropriately signed by a duly authorised official or officials whose capacity should be stated. The appropriate power of attorney or other authority should be sent with the form.
Business Reply Plus
Licence Number
RRHE-UBTG-ZSRS
21
111
Equiniti
Aspect House
Spencer Road
LANCING
BN99 6GQ
Business Reply Plus
Licence Number
RRHE-UBTG-ZSRS
21
111
Equiniti
Aspect House
Spencer Road
LANCING
BN99 6GQ