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William Hill PLC AGM Information 2020

Apr 9, 2020

10803_rns_2020-04-09_08702796-3269-4da6-a06b-b1977a9026b1.pdf

AGM Information

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William HILL

8 April 2020

Dear Shareholder

Annual General Meeting 2020 - Supplemental Letter from the Chairman of the Board and revised arrangements

I am writing to you following the distribution, on 20 March 2020, of the Company's Notice of Annual General Meeting (the 'AGM') which will be held on Friday 15 May 2020.

This Letter sets out a number of changes to the resolutions put forth to shareholders and also provides further important information in relation to the arrangements for the AGM. Separately the Chair of the Remuneration Committee has published on the Company's corporate website (https://www.williamhillplc.com/investors/board-and-governance/remuneration) an update on decisions taken in relation to executive remuneration in light of the Covid-19 situation.

I urge you to read this letter carefully and take note of the changes made to the resolutions and the AGM arrangements in line with the Government's advice and compulsory measures relating to social distancing.

Amendment to the Notice of AGM

This Letter gives formal notice that the Notice of AGM is amended such that:-

  • Following the announcement on 2 April 2020 that Ruth Prior will be stepping down as Director at the conclusion of the AGM, Resolution 8 (the resolution to re-elect Ruth Prior as a director of the Company) no longer forms part of that Notice or the business of the AGM and will now not be put to a shareholder vote at the AGM; and
  • Following the same announcement on 2 April 2020 that Matt Ashley will join William Hill PLC as Director and Chief Financial Officer (designate) on 6 April 2020, a new resolution (Resolution 6A) to elect Matt Ashley as a director now forms part of the Notice and business of the AGM and will be put to a shareholder vote at the AGM in May. This resolution will be ordinary business.

The withdrawal of Resolution 8 from the Notice of AGM does not affect any proxy votes which have been validly submitted already, which will remain valid and will be counted in respect of those resolutions which now form part of the business of the AGM. Any votes received in respect of Resolution 8 (which no longer forms part of the business of the AGM) are not valid and will not be counted.

Given the addition of Resolution 6A an additional Form of Proxy is provided with this letter.

Arrangements for the AGM - In light of COVID-19

On 26 March 2020, the Government's Stay at Home Measures were passed into law in England and Wales with immediate effect to deal with the COVID-19 pandemic. The measures prohibit public gatherings of more than two people, except where the gathering is 'essential for work purposes'.

The Board has considered the impact of the measures and subsequent guidance on the forthcoming AGM. Please note that, in order to comply with the measures, shareholders will not be permitted to attend the AGM in person and should instead vote by way of proxy.

Shareholders are urged to register their proxy votes either by return of both Forms of Proxy for those who have opted to receive documents by post, or online at www.investorcentre.co.uk/eproxy. You will need to enter your Shareholder Reference Number (SRN), Control Number and your PIN (all of which are shown on your proxy form). To be valid, proxy appointments must be lodged with the Company's Registrar (Computershare Investor Services PLC) by post or electronically via the internet no later than 14.00 on Wednesday 13 May 2020.


We expect only the Chairman of the Board and the General Counsel and Company Secretary to be in attendance in person at the AGM to ensure that the AGM is quorate and to conduct the business of the AGM. As already announced the AGM will only deal with the formal business required and no management updates will be provided.

The Board appreciates that beyond voting on the formal business of the meeting, the AGM also serves as a forum for shareholders to raise questions and comments to the Board. Should shareholders wish to ask the Board any questions prior to the AGM, we request that they do so by email to: [email protected].

Your Board considers that the resolutions contained in the Notice of AGM are in the best interests of the Company and shareholders as a whole and recommends that shareholders vote in favour of them, as your directors intend to do in respect of their own beneficial shareholdings. The voting results of all resolutions put before the AGM will be announced as soon as possible following the AGM.

If you do not have a proxy form and believe that you should have one, or have any additional queries on voting, please contact Computershare Investor Services PLC, details which can be found at www.investorcentre.co.uk/contactus.

Yours sincerely,

Roger Devlin
Chairman

William Hill PLC
Registered in England and Wales No. 04212563 Registered office: 1 Bedford Avenue, London, WC1B 3AU.