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Whitbread PLC Proxy Solicitation & Information Statement 2019

Nov 14, 2019

4608_rns_2019-11-14_23c5f60f-e1cc-4f74-90e7-d45fbf33772b.pdf

Proxy Solicitation & Information Statement

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You have elected to receive the Annual Report and Accounts, Notices of Meetings and other documents relating to Whitbread PLC (the "Company") electronically through the Company's website. Should you wish to revert to receiving paper copies of documents, you can request this by contacting our registrars, Link Asset Services, by telephone on 0344 855 2327, or online at www.whitbread-shares.com. You can also register to receive notifications such as this by email in future. This letter introduces a Notice of General Meeting. It is not a summary of this document and should not be regarded as a substitute for reading the document itself. The Notice of the General Meeting should be read before taking a decision on the proposals contained therein.

13 November 2019

Dear Shareholder,

In our 2019 Directors' Remuneration Report we stated that we intended to bring forward a comprehensive review of our Directors' Remuneration Policy (the "Policy") to later this year, in order to ensure all aspects of the Policy reflect Whitbread's strategy and growth aspirations going forward, as well as to address the new requirements under the UK Corporate Governance Code.

Having consulted with our largest shareholders over the last few months, we are now proposing to make changes to the Policy that was approved at a General Meeting in June 2018 and to adopt a new restricted share plan. A General Meeting ("GM") will be held at 2pm on Friday 6 December 2019 at Plaisterers' Hall, 1 London Wall, London EC2Y 5JU.

This letter is to notify you that the Notice of GM is now available at www.whitbread.co.uk. I would like to take this opportunity to thank you for agreeing to receive this document through the website. This not only saves money for your Company, but also has a positive impact on the environment.

The Notice of GM contains an explanation of the resolutions to be put to the meeting. The directors consider that, in light of the Company's strategic priorities, the adoption of each of the resolutions to be put to the meeting is in the best interests of the Company and its shareholders as a whole. The directors intend to vote in favour of the proposed resolutions in respect of their own personal shares and unanimously recommend that you do so as well. Voting at the GM will be by poll.

If you are not able to attend the GM, you are still able to vote on the resolutions. You can appoint one or more individuals to act as your proxy so that they can attend, speak and vote at the meeting according to your instructions. Shareholders who did not submit a paper proxy for the 2019 AGM have not been sent one for the GM. You can submit your votes through the share portal at www.whitbread-shares.com or through the CREST system. If you would like to receive a hard copy proxy form, please contact the registrar on 0344 855 2327 or email [email protected].

Yours sincerely,

Adam Crozier Chairman, Whitbread PLC