AGM Information • Mar 26, 2019
AGM Information
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Notice of the 59th Annual General Meeting of Provident Financial plc
12.00 pm on 21 May 2019 Clifford Chance 10 Upper Bank Street Canary Wharf London E14 5JJ
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to the action you should take, you should contact your stockbroker, bank manager, solicitor, accountant or other independent professional advisor immediately who, if you are taking advice in the United Kingdom, is duly authorised pursuant to the Financial Services and Markets Act 2000 or an appropriately authorised independent financial advisor if you are in a territory outside the United Kingdom.
If you have sold or otherwise transferred all of your ordinary shares in Provident Financial plc, please pass this document to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass this document to the person who now holds the shares.
No. 1 Godwin Street Bradford West Yorkshire BD1 2SU
26 March 2019
Dear Shareholder,
I am pleased to be writing to you with details of our Annual General Meeting ("AGM") which will be held at the offices of Clifford Chance, 10 Upper Bank Street, Canary Wharf, London, E14 5JJ on Tuesday, 21 May 2019 at 12.00pm. We have decided to hold this year's AGM in London given that London is the UK's leading financial services centre and home to our Vanquis Bank division. Directions and a map of how to get to the Clifford Chance offices are set out on page 10. I look forward to welcoming you to the Meeting. Light refreshments will be available on arrival.
Full details of the resolutions that will be put to shareholders, including explanatory notes, are set out in the formal Notice of Meeting which is set out on pages 4 to 9 of this document.
As you will be aware, the Company became the subject of an unsolicited takeover bid from Non-Standard Finance plc on Friday 22 February 2019. The takeover process is ongoing as at the date of this notice and we will continue to keep our stakeholders informed as things develop.
Amongst the resolutions being proposed this year, I would like to draw your attention specifically to the following resolutions:
In accordance with the Companies Act 2006 (as amended), the Directors' Remuneration Report is divided into two parts; the first part is the Directors' Remuneration Report which explains how the Director's Remuneration Policy (Policy) has been implemented during the 2018 financial year and is set out on pages 145 to 160 of the 2018 Annual Report, and the second part is the Policy which describes the Remuneration Committee's approach to the remuneration of directors and is set out on pages 161 to 166 of the Annual Report and Financial Statements 2018.
The Company is required to seek shareholder approval of the Policy at least once every three years commencing with the first AGM after 1 October 2013. The current Policy was approved by over 93% of our shareholders at the Company's AGM on 12 May 2017. The next binding vote on the Policy is not required before May 2020. However, after careful consideration, we are proposing several amendments to the current Policy at the 2019 AGM, and as such approval for these changes is sought under Resolution 2.
The amended Policy will apply to awards in respect of 2019 performance year onwards for all executive directors. The proposed amendments will bring the Policy in line with best practice and ensure the overall remuneration for the executive directors is at a market competitive level.
The key proposed changes to the Policy are:
If approved, the Policy will take effect from the end of the AGM and will be valid for up to three financial years without further shareholder approval being required. If the Company wished to change the approved Policy, it would need to seek further shareholder approval before any changes could be implemented.
The Company is also required to seek shareholder approval of the Directors' Remuneration Report each year. Resolution 3 is seeking this approval. The vote is advisory and the executive directors' entitlement to remuneration is not conditional upon the resolution being passed.
You are being asked to approve a recommended final dividend of 10.0p per ordinary share for the year ended 31 December 2018. If approved, the final dividend will be paid on 21 June 2019 to all ordinary shareholders who are on the Register of Members at the close of business on 24 May 2019.
Each year at the AGM, shareholders are invited to grant the Board the power to allot shares for cash (otherwise than in connection with a rights issue or a similar pre-emptive issue) without first offering those shares to existing shareholders in proportion to their existing holdings. This power to disapply pre-emption rights was amended in 2016 in line with the revised guidelines on the disapplication of pre-emption rights issued by The Pre-Emption Group in 2015. Also in accordance with the Pre-Emption Group's Monitoring Report published in 2016, the Company has split the authority into two resolutions.
Specifically, the guidelines were relaxed to allow companies the opportunity to finance expansion opportunities as and when they arise.
The Board would like to continue to have the flexibility that this change affords and accordingly, the Company is again seeking, in addition to the customary disapplication power over 5% of the total issued equity share capital of the Company which is sought under Resolution 17, a disapplication power under Resolution 18 over a further 5% of the total issued equity share capital of the Company (provided that the additional power sought under Resolution 18 is only used in connection with acquisitions and specified capital investments). Further information is set out in the notes to Resolutions 17 and 18, both of which are special resolutions.
The Board considers that all resolutions proposed are likely to promote the success of the Company and are in the best interests of the Company and its shareholders as a whole. Your Board unanimously recommends that shareholders vote in favour of them.
If you are unable to attend the AGM, you may submit questions relating to the business to be conducted at the AGM in advance, by email to [email protected] by no later than 20 May 2019. We will consider all questions received and, if appropriate, address them at the AGM.
Whether or not you propose to attend the AGM, please complete and submit the proxy appointment form in accordance with the Explanatory Notes to the Notice of the Meeting set out on pages 8 and 9. All shareholders who are entitled to attend and vote at the meeting are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. The proxy appointment form must be received at the address for delivery specified in the Explanatory Notes by 12pm on Friday 17 May 2019.
Your vote is important to the Company and I encourage you to vote on all shareholder matters. In order to make voting easier for shareholders, reduce our environmental impact and to make a cost saving, the Company does not intend to provide paper proxy cards for the 2020 AGM and future AGMs and accordingly, you will be required to vote online in future.
Yours faithfully
Chairman
The Fifty-Ninth Annual General Meeting of Provident Financial plc will be held at the offices of Clifford Chance, 10 Upper Bank Street, Canary Wharf, London, E14 5JJ on Tuesday, 21 May 2019 at 12.00pm.
Shareholders will be asked to consider and pass the resolutions below. Resolutions 16 to 19 (inclusive) will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.
An ordinary resolution will be passed at the Meeting on a show of hands if it is passed by a simple majority of (i) the members who (being entitled to do so) vote in person on the resolution and (ii) the persons who vote on the resolution as duly appointed proxies of members entitled to vote. A special resolution will be passed at the meeting on a show of hands if it is passed by a majority of not less than 75% of (i) the members who (being entitled to do so) vote in person on the resolution and (ii) the persons who vote on the resolution as duly appointed proxies of members entitled to vote.
For ease of reference, the formal resolutions are in bold black text.
The directors' and auditor's reports and the audited financial statements of the Company for the year ended 31 December 2018, together with the Annual Report and Financial Statements 2018 (the Annual Report) have been made available to shareholders and will be presented at the AGM. The annual report may also be accessed on the Company's website at www.providentfinancial. com (Website).
The Directors' Remuneration Policy (Policy) is contained in the annual report published on our Website at www.providentfinancial. com. This is a binding vote and if passed by shareholders the Company will only be able to make payments to a current or prospective director or a payment for loss of office to a current or past director after the date of the AGM consistent with the approved Policy. The key proposed changes to the Policy are:
Further details of the changes to the Policy are set out in the Chairman's letter on page 2, and the annual report on page 160 published on our Website.
The directors' annual report on remuneration for the year ended 31 December 2018 is contained in the annual report published on our Website at www.providentfinancial.com, in the Investors section. This vote is advisory only and does not affect the actual remuneration paid to any individual director.
Shareholders are being asked to approve the final dividend for each ordinary share. However, the final dividend cannot be more than the amount which the directors recommend (which is 10.0p for each ordinary share). Under the Articles of Association of the Company (Articles) the directors can pay interim dividends (these are dividend payments made during the year).
Ordinary Resolution 5: That Andrea Blance be re-elected as a director of the Company.
Ordinary Resolution 6: That Malcolm Le May be re-elected as a director of the Company.
Ordinary Resolution 7: That Elizabeth Chambers be elected as a director of the Company.
Ordinary Resolution 8: That Paul Hewitt be elected as a director of the Company.
Ordinary Resolution 9: That Angela Knight be elected as a director of the Company.
Ordinary Resolution 10: That Patrick Snowball be elected as a director of the Company.
The Company's Articles require that any director appointed to the Board retire and seek to be elected by shareholders at their first AGM following appointment and subsequently re-elected at each following AGM. Accordingly, following the appointment of Elizabeth Chambers, Angela Knight and Paul Hewitt with effect from 31 July 2018, the appointment of Patrick Snowball with effect from 21 September 2018, and the appointment of Simon Thomas with effect from 3 December 2018, they will all seek election at this AGM. Additionally, in accordance with the UK Corporate Governance Code 2018 (the 'Code') and the Company's Articles, it is proposed that all other directors seek re-election at the AGM this year, with the exception of John Straw who will be stepping down from the Board on 20 May 2019 and will not be standing for re-election at the 2019 AGM.
When making its recommendation to the Board in respect of the election or re-election of the directors, the Nomination Committee considers the balance of skills, experience, independence and knowledge on the Board and reviews the commitment and effectiveness of each director. The performance of the directors proposed for election or re-election has also been subject to a formal evaluation.
Accordingly, the Board has resolved that the directors continue to be effective, committed to their roles and have sufficient time available to perform their duties to the Company. Additionally, the Board has determined that, other than the Chairman, each of the non-executive directors at year-end continues to be independent.
The Board considers that the independent character and judgement of the non-executive directors and their varied and relevant experience combine to provide an appropriate balance of skills and knowledge which is of great benefit to the Company and that the individual contributions of each of the directors are, and will be, important to the Company's long-term sustainable success. Accordingly, the Board recommends the election of Elizabeth Chambers, Angela Knight, Paul Hewitt, Patrick Snowball and Simon Thomas and the re-election of all other directors, with the exception of John Straw, who will not be standing for re-election at the 2019 AGM. You can read about the directors' individual skills, experience, knowledge and the contribution that they bring to the Board and the Company in their biographies on pages 11 to 14.
The Company is obliged by law to appoint an auditor annually to hold office from the conclusion of this meeting until the conclusion of the next general meeting of the Company at which accounts are laid. Deloitte LLP were first appointed by the Company at the 2013 AGM. This resolution proposes that Deloitte LLP now be reappointed as the Company's auditor following a recommendation from the Audit Committee and the Board.
This resolution authorises the Audit Committee to set the auditor's remuneration.
Ordinary Resolution 14: That from the date of this resolution until the earlier of 30 June 2020 and the conclusion of the Company's next AGM, the Company and all companies that are subsidiaries at any time during such period are authorised to:
up to an aggregate total amount of £50,000, with the amount authorised for each of heads (a) to (c) above being limited to the same total. Any such amounts may comprise sums paid or incurred in one or more currencies. Any sum paid or incurred in a currency other than sterling shall be converted into sterling at such a rate as the Board may decide is appropriate. Terms used in this resolution have, where applicable, the meanings they have in Part 14 of the Companies Act 2006 on "Control of Political Donations and Expenditure".
This resolution renews the resolution that was passed at the 2018 AGM and seeks approval from shareholders to enable the Company to make political donations or incur political expenditure which it would otherwise be prohibited from making or incurring by the Companies Act 2006.
Amongst other things, the Companies Act 2006 prohibits companies and their subsidiaries from making political donations, or incurring political expenditure in excess of an aggregate of £5,000 in relation to a political party or other political organisation or an independent election candidate in any 12 month period unless such donations and expenditure have been approved in advance by the Company's shareholders. The Company and its subsidiaries do not currently make donations to political parties and do not intend to do so in the future. However, the Companies Act 2006 contains wide definitions of "political donation", "political organisation", "political expenditure" and "political party" and, as a result, it is possible that the Company and its subsidiaries may be prohibited from supporting bodies which it is in the shareholders' interests for the Company to support; for example, bodies concerned with policy review or law reform, with the representation of the business community or sections of it or special interest groups. If this resolution is passed the Company and its subsidiaries will be authorised to make political donations and incur political expenditure which might otherwise be prohibited by legislation, up to a limit of, in aggregate, £50,000. The directors consider that the authority is necessary to provide the Company with comfort that it will not, because of uncertainties as to the scope and interpretation of the legislation, unintentionally commit a technical breach of it. It will allow the Company and its subsidiaries to provide financial and other support to organisations which it is in the shareholders' interests for the Company to support.
As permitted under the Companies Act 2006, the resolution extends not only to the Company but to all companies which are subsidiaries of the Company at any time during which the authority is in place.
Ordinary Resolution 15: That the directors are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into such shares ("Allotment Rights"), but so that:
d. all authorities vested in the directors on the date of the Notice of this Meeting to allot shares or to grant Allotment Rights that remain unexercised at the commencement of this Meeting are revoked.
The directors are currently authorised to allot shares (which include ordinary shares and preference shares) in the Company and to grant rights to subscribe for or convert any security into shares but the authority is due to expire at the 2019 AGM. In accordance with best practice the directors are seeking the annual renewal of this authority. The authority granted at the 2018 AGM will be revoked although such revocation will not have retrospective effect.
This resolution would give the directors the authority to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares up to a maximum aggregate nominal value equal to £17,324,914 (representing 83,585,112 ordinary shares). This represents approximately 33% of the total issued equity share capital of the Company as at 21 March 2019 (being the latest practicable date prior to the publication of this document). The renewed authority will remain in force until 30 June 2020 or, if earlier, the conclusion of the Company's next AGM. As at 21 March 2019, the Company did not hold any treasury shares.
The directors have no present intention of exercising this authority. The purpose of giving the directors this authority is to maintain the Company's flexibility to take advantage of any appropriate opportunities that may arise.
Special Resolution 16: That the Company be generally and unconditionally authorised, for the purpose of section 701 of the Companies Act 2006, to make one or more market purchases (as defined in section 693(4) of the Companies Act 2006) of its own ordinary shares of 208 /11p each ("ordinary shares"), such power to be limited:
in each case exclusive of expenses; such power to expire on 30 June 2020 or, if earlier, on the conclusion of the Company's next Annual General Meeting; but in each case so that the Company may, before such expiry, enter into a contract to purchase ordinary shares which will or may be completed or executed wholly or partly after the power ends and the Company may purchase ordinary shares pursuant to any such contract as if the power had not ended.
This resolution renews the authority given to the Company at the 2018 AGM to purchase its own shares in the market. No shares were purchased pursuant to that authority. The resolution sets out the maximum number of shares which may be purchased, which is approximately 10% of the total issued equity share capital of the Company as at 21 March (being the latest practicable date prior to the publication of this document), the highest and lowest prices which may be paid and the date when this authority expires. If any shares are purchased, they will be either cancelled or held as treasury shares, as determined by the directors at the time of purchase on the basis of shareholders' best interests. If the directors decide to hold them as treasury shares, then any subsequent issue of these treasury shares for the purposes of equity-based incentive schemes will be treated as being included in the 10% anti-dilution limit in those schemes. The Board would also have regard to any investor guidelines in this regard.
The directors are committed to managing the capital of the Company effectively. Any purchases would be made only if to do so would result in an increase in earnings per share of the Company and would be in the best interests of the Company and of shareholders generally. Earnings per share is the profit after tax of the Company divided by the weighted average number of shares in issue during the year. The directors have no present intention of making purchases of the Company's shares pursuant to this authority.
As at 21 March 2019 (being the latest practicable date prior to the publication of this document) there were options/awards outstanding over 2,610,130 ordinary shares in the capital of the Company which represents 1.030% of the Company's total issued equity share capital as at that date. If the authority to purchase the Company's ordinary shares was executed in full, these options would represent 1.145% of the Company's total issued share capital. As at 21 March 2019 (being the latest practicable date prior to the publication of this document) the Company did not hold any treasury shares.
Special Resolution 17: That the directors be empowered to allot equity securities (as defined in the Companies Act 2006) for cash pursuant to the authority conferred by Resolution 15, as set out in the Notice of this Meeting, and to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to such allotment or sale, such power to be limited to:
subject to any limits, restrictions or arrangements which the Board considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
b. the allotment of equity securities and/or sale of treasury shares for cash (other than pursuant to paragraph a. above) up to an aggregate nominal amount of £2,624,987
such power to expire when the authority conferred on the directors by Resolution 15 in the Notice of this Meeting expires save that, before the expiry of this power, the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.
This resolution seeks to renew the directors' power granted at the 2018 AGM to allot equity securities for cash and to sell treasury shares other than to existing holders of ordinary shares in proportion to their holdings.
Equity securities are ordinary shares in the Company (but do not include shares which are allotted under employee share schemes). This power is limited to an offer of equity securities by way of a rights issue or an open offer or similar procedure under which the Company offers existing shareholders the chance to acquire new shares.
The number of shares they can acquire depends on the number of shares they already own. This is one way by which companies can raise extra capital. However, the rules in some countries make it difficult to include shareholders in those countries in such offers.
The power given by this resolution means that the directors can make separate arrangements for those shareholders. The directors may also make separate arrangements for any fractions of shares which are left over.
In addition, this power allows the directors to issue ordinary shares for cash or sell treasury shares for cash in any circumstances (whether or not in connection with an acquisition or specified capital investment) without first having to offer the shares to existing shareholders, up to a maximum aggregate nominal amount of £2,624,987. This is approximately 5% of the total issued equity share capital of the Company on 21 March 2019 (being the latest practicable date prior to the publication of this document).
All powers to disapply pre-emption rights previously conferred on the Board will be revoked, provided that such revocation does not have retrospective effect. The power granted under Resolution 14 in 2018 was not exercised by the directors.
The Board confirms its intention to follow the provisions of The Pre-Emption Group's Statement of Principles (Principles) regarding cumulative uses of powers within a rolling three year period.
Those Principles provide that a company should not issue for cash shares representing more than 7.5% of the Company's total issued equity share capital in any rolling three year period, other than to existing equity shareholders, without prior consultation with shareholders.
This 7.5% limit excludes (i) equity securities issues pursuant to a specific disapplication of pre-emption rights; and (ii) equity securities issued pursuant to a general disapplication authority in connection with an acquisition or specified capital investment.
Special Resolution 18: That, in addition to the power contained in Resolution 17 set out in the Notice of this Meeting, the directors be empowered to allot equity securities (as defined in the Companies Act 2006) for cash pursuant to the authority conferred by Resolution 15, as set out in the Notice of this Meeting, and to sell ordinary shares held by the Company as treasury shares for cash, in each case as if section 561 of the Companies Act 2006 did not apply to such allotment or sale, such power to be:
a. limited to the allotment of equity securities and/or sale of treasury shares up to an aggregate nominal amount of £2,624,987 (calculated, in the case of equity securities which are rights to subscribe for, or to convert securities into, ordinary shares by reference to the aggregate nominal amount of relevant shares which may be allotted pursuant to such rights); and
b. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice;
such power to expire when the authority conferred on the directors by Resolution 15 in the Notice of this Meeting expires save that, before the expiry of this power, the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.
In accordance with the guidelines issued by The Pre-Emption Group and endorsed by The Investment Association, this resolution seeks to afford the directors an additional power to issue ordinary shares for cash or sell treasury shares for cash without first having to offer the shares to existing shareholders, up to a maximum aggregate nominal amount of £2,624,987. This is approximately 5% of the total issued equity share capital of the Company as at 21 March 2019 (being the latest practicable date prior to the publication of this document).
The Board confirms that it intends to use any power conferred by Resolution 18 only in connection with an acquisition or a specified capital investment which is announced contemporaneously with the issue, or which has taken place in the preceding six month period and is disclosed in the announcement of the issue.
The Principles define a 'specified capital investment' as 'one or more specific capital investment related uses for the proceeds of an issuance of equity securities, in respect of which sufficient information regarding the effect of the transaction on the listed company, the assets the subject of the transaction and (where appropriate) the profits attributable to them is made available to shareholders to enable them to reach an assessment of the potential return'. Items that are regarded as operating expenditure rather than capital expenditure will not typically be regarded as being within this definition.
All powers to disapply pre-emption rights in relation to acquisitions and specified capital investments previously conferred on the Board will be revoked, provided that such revocation does not have retrospective effect. The power granted under Resolution 15 in 2018 was not exercised by the directors.
This resolution renews an authority given at the 2018 AGM and is required as a result of section 307A of the Companies Act 2006 coming into force. The Company currently has power under its Articles to call general meetings (other than annual general meetings) on at least 14 clear days' notice and would like to preserve this ability. In order to do so, shareholders must approve the calling of general meetings on at least 14 clear days' notice. This special resolution seeks such approval. This approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.
The shorter notice period would 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 in the best interests of shareholders as a whole.
By order of the board
Registered Office:
No.1 Godwin Street Bradford West Yorkshire BD1 2SU Kenneth J Mullen Registered in England and Wales General Counsel No. 668987 and Company Secretary

26 March 2019
To be valid, a proxy form must be completed in accordance with the instructions that accompany it and delivered (together with any power of attorney or other authority under which it is signed, or a certified copy of such item) to Link Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF so as to be received by 12:00pm on Friday 17 May 2019.
Alternatively, a member may appoint a proxy online by following the instructions for the electronic appointment of a proxy at www.signalshares.com. To be a valid proxy appointment, the member's electronic message confirming the details of the appointment completed in accordance with those instructions must be transmitted so as to be received at the same time as the instructions.
Members who hold their shares in uncertificated form may also use the CREST voting service to appoint a proxy electronically, as explained below. If an instrument of proxy is not received in a manner or within the time limits set out in this Notice it shall be invalid, unless and to the extent that the Board, in its absolute discretion in relation to any such instrument, waives any such requirement. Appointing a proxy will not prevent a member from attending and voting in person at the meeting should he/she so wish.
Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the member by whom he/ she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights. The statement of the rights of members in relation to the appointment of proxies in Note 1 above does not apply to Nominated Persons. The rights described in Note 1 can only be exercised by members of the Company.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertified Securities Regulations 2001.
d resolution, which may be properly included in the business to be dealt with at the Meeting.


Patrick Snowball 68 Chairman Appointed: 21 September 2018 Tenure: Less than 1 year
Chairman of Sabre Insurance Group plc.
Nomination Committee (Chairman)

11.00am – Doors open. Please sign into the building on the ground floor at 10 Upper Bank Street, Canary Wharf, London, E14 5JJ and you will be directed to the Clifford Chance offices and the Annual General Meeting. .
Directions to Clifford Chance, 10 Upper Bank Street, Canary Wharf, London, E14 5JJ
For directions from the location you will be travelling from please visit the Clifford Chance website at https://www.cliffordchance.com/ people_and_places/offices/london.html. The webpage hosts the above map and if you click on 'view larger map' this will take you to the google maps page from which you can obtain directions to the Clifford Chance offices by selecting the 'directions' symbol and inputting
The following link also contains information about travelling to Canary Wharf: https://canarywharf.com/getting-here/] including information on parking, travel disruption, useful contact numbers and a wide choice of methods of transport including travelling by air. A
summary of the main methods of transport contained on this link are shown below: Malcolm Le May 61
The DLR network runs from Bank and Tower Gateway to Stratford, Beckton and Lewisham. Travelling time to Canary Wharf from Bank (Northern and Central Lines)/Monument (Northern, Central, Circle and District Lines) or Tower Gateway (District and Circle Line) is 11 minutes and from Stratford (Central Line and DLR) is 12 minutes. Current External Appointments Senior Independent Director of
Bus: IG Group Holdings plc.
The following bus services connect to Canary Wharf: Trustee of the Grange Festival. Partner at Opus Corporate Finance*
and Juno Capital LLP.
D3 Bethnal Green to Canary Wharf 135 Moorfields to Canary Wharf
D7 Mile End to Canary Wharf 277 Highbury and Islington to Canary Wharf
The Limehouse Link Tunnel and The Highway provide access to the City and the West End. The Blackwall and Rotherhithe Tunnels provide a link across the river to south London. * Non Equity
The A13 has been progressively enhanced in recent years and now provides a three lane highway from Canary Wharf to the M25.
There is a footbridge from the West Wintergarden to South Quay and Upper Bank Street Bridge provides a route to Poplar Station. Access to Canary Riverside provides links to Limehouse via the Thames Path.

Simon Thomas 55 Chief Financial Officer (CFO) Appointed: 3 December 2018 Tenure: Less than 1 year
Current External Appointments None
Disclosure Committee

Andrea Blance 54 Senior Independent Director Appointed: 1 March 2017 Tenure: 2 years
Patrick has extensive boardroom and financial services experience. Before joining the Board, Patrick was a non-executive director of Jardine Lloyd Thompson Group plc from 2008 to 2009, Deputy Chairman at Towergate Partnership between 2007 and 2009 and a member of the FSA Practitioner Panel from 2006 to 2008. He is Chairman of Sabre Insurance Group plc and was Chairman of IntegraFin Holdings plc from 2017 to 2018. Prior to this Patrick was CEO of Suncorp Group Limited, an ASX20 Australian financial services group, between 2009 and 2015 where he successfully led the turnaround of the group following the global financial crisis. Patrick started his career in the Army serving for almost 20 years and joined Ajax Insurance (which became part of the Aviva group) in 1988 progressing to hold executive director roles between 2001 and 2007, including UK GI CEO where he played a key role in merging and consolidating a number of businesses into Aviva General Insurance.
Patrick's unique career and experiences bring a wealth of skills to the Board. In particular, as Chairman, his previous leadership and demonstrable success in driving change, strengthening governance, creating strong and efficient Boards, and instilling stability through a positive culture are key strengths he brings to the Board.
Malcolm has extensive experience and knowledge of the financial services and investment banking sectors. He joined the Group as an independent non-executive director becoming Interim Executive Chairman in November 2017. Malcolm provided effective leadership to the Board, working with them to redefine roles and responsibilities, and initiated a process to ensure the Board had the right mix of skills, experience and diversity. Through his role as interim Executive Chairman, the Board observed Malcolm in action and decided his management style and extensive relevant experience made him best placed to be appointed as Group CEO. Prior to joining the Group, he held a number of senior positions within banking, including as Co-Head of Banking for Barclays in New York; Head of European Investment Banking at UBS; and deputy CEO at Morley Fund Management (now Aviva Investors). Malcolm's experience in the Boardroom includes being a non-executive director of RSA plc and Hastings Group plc, Senior Independent Director of Pendragon plc, as well as his current position as Senior Independent Director at IG Group Holdings plc. In addition, he is a Trustee of the Grange Festival, a partner at Juno Capital LLP and Opus Corporate Finance and he was previously a senior advisor to EY and Heidrick & Struggles.
Malcolm's extensive career, his deep knowledge of various businesses and sectors, his understanding of the regulatory environment and turn-around situations and his proven leadership skills are considered by the Board to be invaluable qualities that made him best placed to lead the business in its development of its purpose and delivery of its strategy, as well as effectively contributing to the Board.
As an experienced CEO and non-executive director he has:

Elizabeth Chambers 56 Independent non-executive director Appointed: 31 July 2018 Tenure: Less than 1 year

Paul Hewitt 62 Independent non-executive director Appointed: 31 July 2018 Tenure: Less than 1 year
Simon is an experienced and proven public company Chief Financial Officer within the financial services sector. Prior to joining the Group, he was Group Chief Financial Officer of Just Group plc, a FTSE 250 financial services company. Simon began his career at Price Waterhouse in 1985, where he qualified as a Chartered Accountant. In 1990, Simon joined the Nationwide Building Society becoming Group Financial Controller in 1995. Following his role at Nationwide, Simon was Head of Finance at the Equitable Life Assurance Society and HECM Ltd between 2000 and 2003. He was then approached by Canada Life UK and joined as Finance Director in 2003, becoming Finance & Customer Services Director from 2004 to 2006. In 2006 Simon joined Just Retirement Ltd as Group Chief Financial Officer until its merger with Partnership Assurance Group plc in 2016, when it was rebranded to the Just Group.
Simon's strong financial services background, including consumer, retail banking and insurance experience are central to his role as Chief Finance Officer. He helped lead considerable growth and change at Just Retirement, and through his various roles he has delivered on both cost and culture initiatives. At Just Group he led the Group's initial subordinated debt issuance, successfully raising £250 million and led the negotiations which resulted in the completion of a £200 million revolving credit facility and the attainment of the first credit rating for the business, rated A+.
Andrea has extensive Board and financial services experience. She is currently a non-executive director and Risk Committee Chair at Scottish Widows Group and Lloyds Banking Group's Insurance Division and non-executive director at The Mentoring Foundation. She spent her executive career at Legal & General Group plc where she was a member of the Group Executive Committee and held a range of senior leadership roles, including Divisional Chief Financial Officer, Group Financial Controller, Group Chief Risk Officer and Strategy & Marketing Director. During 2016 Andrea was a member of William & Glyn's pre-IPO Board.
Andrea brings a wealth of relevant experience, including her understanding of governance, the regulatory environment and conduct risk. She has extensive experience of strategy and customer marketing, complex change, finance & reporting, investor relations and stakeholder management.

Angela Knight 68 Independent non-executive director Appointed: 31 July 2018 Tenure: Less than 1 year
Elizabeth is an experienced director, senior financial services executive, strategist and marketing leader in the UK and globally. Her previous board experience includes being a non-executive director at Dollar Financial Group, Hibu plc (formerly Yell Group) and The Home and Savings Bank. Prior to these roles, Elizabeth served on the boards relating to consumer finance joint ventures between Barclaycard and other brands, such as Argos and Thomas Cook. She is currently a non-executive director at Smith & Williamson, the wealth manager and professional services firm, and Hastings Group Holdings plc, a major home and auto insurance provider to consumers and businesses in the UK. Elizabeth is also on the Advisory Boards of several fintech and software start-ups. She has extensive executive experience through roles including Chief Marketing Officer at Barclays and Barclaycard; Chief Marketing and Business Development Officer at Freshfields Bruckhaus Deringer LLP; Partner at McKinsey & Company; and recently serving as Chief Strategy, Product and Marketing Officer at Western Union.
Elizabeth brings more than 25 years of experience in strategy, marketing and product development across a range of financial services. As an executive, she has a long track record of driving revenue growth and solving complex business challenges at major global financial institutions. In various roles she has led businesses through brand and reputation transformations, strengthened customer acquisition and engagement, built innovative digital businesses, and led major business turnarounds.
Paul is an experienced Chief Financial Officer, Chairman, Non-Executive Director and Audit Committee Chair who operates in a number of different sectors. He is currently also a Non-Executive Director and Audit Committee chair at Charles Taylor plc and Chairman of Kintell Limted. Paul's past non-executive director roles include chairing audit committees for Tokio Marine, Kiln, NEST Corporation, Tesco Bank, Collins Stewart Hawkpoint, Co-operative Banking Group and GMT Global Aviation. He is also a past non-executive director of Playtech plc and past chairman of several private equity backed businesses. He began his executive career in finance working for over 20 years as a finance director of various companies, culminating in becoming Deputy Group Chief Executive and CFO of the Co- operative Group from 2003 to 2007.
Paul's varied and wide-ranging career is built on a successful career in finance. He has a track record of creating and realising value for shareholders and has worked across a number of sectors including financial services, technology, healthcare, retail and business services. Through his non-executive roles he has helped several management teams adapt their business models to respond to, and anticipate, changes in their competitive and regulatory environments. In both his executive and nonexecutive career he has had extensive experience of transactions and ensuring that businesses have an appropriate financial structure.
Angela has extensive experience in both the public and private sectors. Prior to joining the Board, Angela was Senior Independent Director of Brewin Dolphin plc from 2008 to 2017 and has held a number of non-executive directorships at a variety of companies, including Lloyds TSB plc; South East Water; and Scottish Widows. Her current roles include being a non-executive director of Taylor Wimpey plc and Senior Independent Director at TPICAP plc. Angela has had a broad range of executive roles, including a number as Chief Executive Officer (CEO). She was CEO at Energy UK; British Bankers Association (the BBA, now UK Finance); and APCIMS (now Personal Investment Management and Financial Advice Association). Angela started her career training as an engineer with Air Products Limited and set up the specialist metal heat treatment company, Cook & Knight (Metallurgical Processors) Ltd. She was previously a Member of Parliament and Treasury Minister between 1992 and 1997 and was the Chair of the Office of Tax Simplification from December 2015 to March 2019.
Angela's varied career brings a wealth of knowledge in both the private and public sectors as a result of over 20 years' experience in non-executive director and CEO roles. Her experience in the public sector means she has a strong understanding of the expectations of regulators and other public stakeholders. This combination means she is a skilled director who knows how to manage organisations and how to challenge management to deliver. Angela's thought leadership, technical and policy skills, as well as a deep understanding of the financial sector, are demonstrated through her leadership of the repositioning of Energy UK in the energy sector and of the BBA through the banking crisis respectively.
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