AGM Information • Apr 29, 2016
AGM Information
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his Notice is the formal notification to share owners of the Annual General Meeting, its date, time and place and the resolutions to be considered (numbered 1 to 21 in the Notice). It is an important document. If, having read it, you are in any doubt as to the action you should take, you should consult an appropriate professional advisor. Separate notes on the Form of Proxy (also enclosed with this document) explain the arrangements for share owners to exercise their voting rights.
If you have sold or transferred all of your WPP plc ordinary shares, please pass these documents to the person through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.
Notice is hereby given that the Annual General Meeting of the share owners of WPP plc (the 'Company') will be held at 12 noon on Wednesday 8 June 2016 at the Pullman Hotel London St Pancras, 100-110 Euston Road, London NW1 2AJ to consider and, if thought fit, to pass the following resolutions, of which Resolutions 1 to 19 will be proposed as Ordinary Resolutions and Resolutions 20 and 21 as Special Resolutions. Voting on all resolutions will be by way of a poll.
17 To re-elect Daniela Riccardi as a director.
18 To re-appoint Deloitte LLP as auditors to hold office from the conclusion of the Annual General Meeting to the conclusion of the next Annual General Meeting and to authorise the directors to fix their remuneration.
(iv) this authority, unless previously revoked or varied, shall expire on the earlier of the date of the Annual General Meeting of the Company to be held in 2017 and 1 September 2017, save that a contract of purchase may be concluded by the Company before such expiry which will or may be executed wholly or partly after such expiry, and the purchase of shares may be made in pursuance of any such contract; and
(b) pursuant to Article 58A of the Companies (Jersey) Law 1991, and if approved by the directors, to hold as treasury shares any ordinary shares purchased pursuant to the authority conferred by resolution 20 (a) on the previous page.
By Order of the Board
Secretary, WPP plc 15 April 2016
Registered Office Queensway House Hilgrove Street St Helier Jersey JE1 IES
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 share owner as to the exercise of voting rights. The statements of the rights of share owners in relation to the appointment of proxies in paragraphs 2, 3, and 4 above and 6 below do not apply to a Nominated Person. The rights described in these paragraphs can only be exercised by registered members of the Company.
6 CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members and those CREST members who have appointed (a) voting 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.
In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, whether it constitutes the appointment of the proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agents, Computershare Investor Services PLC (ID3RA50), by no later than 48 hours before the time appointed for the Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST application's host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any amendment to the instruction given to a proxy appointed through CREST should be communicated to the proxy through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timing 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 (a) voting service provider(s) to procure that their 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 timing.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Article 34 of the Companies (Uncertificated Securities) (Jersey) Order 1999.
Voting on all resolutions at the Meeting will be by way of a poll rather than a show of hands. This reflects best practice and means that all the votes cast, and not just those of the share owners present, are taken into account. If you are unable to attend the Annual General Meeting, the directors urge you to appoint a proxy or proxies to attend the Meeting and vote on your behalf, or nominate the chairman of the Meeting to vote on your behalf.
The poll results will be notified to the UK Listing Authority and published on the Company's website as soon as possible after the conclusion of the Meeting.
Resolutions 1 to 19 will be proposed as ordinary resolutions that will be passed if more than 50% of the votes are cast in favour of the resolution. Resolutions 20 and 21 will each be proposed as special resolutions that will be passed if not less than two-thirds of the votes cast are in favour of the particular resolution.
The directors must present to share owners at the Annual General Meeting the report of the directors and the accounts of the Company for the year ended 31 December 2015. The report of the directors, the accounts, the report of the Compensation Committee and the report of the Company's auditors on the accounts, are contained within the 2015 Annual Report and Accounts.
The amount of the final dividend recommended by the directors is 28.78 pence per ordinary share. Final dividends must be approved by share owners, but must not exceed the amount recommended by the directors.
Resolution 3 proposes the approval of the report by share owners.
The report, which is made on behalf of the full Board, explains the different elements which comprised executive remuneration in 2015, including how base salaries and short- and long-term incentive remuneration were determined for executive directors of the parent company and for senior executives of the parent company and Group operating companies. Payments made to the non-executive directors, as well as details of their share ownership, are also set out in the Implementation report. In addition, the Company's executive stock ownership policy, the utilisation of the stock incentive plans and the provision of other benefits are explained.
Resolution 4 proposes the approval of the Sustainability report contained within the 2015 Annual Report and Accounts by share owners.
The report explains the Group's sustainability activity and business strategy.
The appendix to this Notice gives details of the re-election of directors and reasons therefor. Each re-election shall be considered as a separate resolution at the Meeting.
The auditors of the Company must be appointed at each Annual General Meeting. Resolution 18 proposes the re-appointment of Deloitte LLP, to hold office until the conclusion of the next Annual General Meeting to be held in 2017. The resolution also gives authority to the directors to determine the auditors' remuneration.
Resolution 19 proposes to seek renewal of the authority to the directors to allot ordinary shares. The £86,157,177 nominal amount of relevant securities to which this authority will relate represents approximately 66.6% of the nominal amount of the issued ordinary share capital of the Company as at 6 April 2016 (excluding treasury shares). This amount complies with guidelines issued by the Investment Association. In accordance with the Investment Association guidelines, one-third of the Company's issued ordinary share capital (excluding treasury shares) as at 6 April 2016 will be applied (if at all) to fully pre-emptive rights issues only. As at 6 April 2016, the Company holds 35,718,998 treasury shares which represent approximately 2.7% of the total ordinary share capital in issue as at 6 April 2016. Except pursuant to the employee share schemes and the satisfaction of deferred consideration under certain acquisition agreements to which the Company is a party, the directors
have no present intention of allotting ordinary shares. The authorities conferred pursuant to resolutions 19 and 21 will expire on the date of the Annual General Meeting in 2017 or 1 September 2017, whichever is the earlier.
In certain circumstances, it may be advantageous for the Company to purchase its own ordinary shares and Resolution 20 seeks authority from share owners to authorise the directors to make such purchases in the market.
The directors consider it desirable for this general authority to be available to provide additional flexibility in the management of the Company's capital resources. The directors only implement the authority when, in the light of market conditions prevailing at the time, they believe that the effect of any such purchases will enhance earnings per share in the medium to long term and will be in the best interests of the Company generally. Any shares purchased under this authority would ordinarily be cancelled and the number of shares in issue will be reduced accordingly, though the Company has the option to hold them as treasury shares. The purchase price will be paid out of distributable profits.
The total number of options to subscribe for ordinary shares that are outstanding as at 6 April 2016 is 16,897,880. The proportion of issued share capital that they represented at that time was 1.3% (excluding treasury shares) and the proportion of issued share capital that they will represent if the full authority to buy back shares (existing and being sought) is used and if the shares bought back are cancelled, will be 1.6% (excluding treasury shares).
Resolution 20 specifies the maximum number of shares which may be purchased (representing approximately 10% of the Company's issued ordinary share capital as at 6 April 2016, excluding treasury shares) and the minimum and maximum prices at which they may be bought, reflecting the requirements of the UK Listing Authority.
The authority being sought in Resolution 21 to allot shares without first offering them to existing share owners is in line with institutional share owner guidance, and in particular with the Pre-emption Group's Statement of Principles (the Pre-emption Principles). The Pre-emption Principles were revised in March 2015 to allow the authority for an issue
of shares for cash otherwise than in connection with a pre-emptive offer to be increased from 5% to 10% of a company's issued share capital provided that the company confirms that it intends to use the additional 5% authority only in connection with an acquisition or capital investment.
Resolution 21 would continue to provide the directors with the power to allot shares for cash when they consider it is in the best interests of the Company to do so and so that:
There are presently no plans to allot ordinary shares wholly for cash other than pursuant to the employee share schemes and the satisfaction of deferred consideration under certain acquisition agreements. Shares allotted under an employee share scheme are not subject to the pre-emption rights.
In accordance with the Pre-emption Principles, the board confirms in relation to Resolution 21 that:
For this purpose, an acquisition or specified capital investment means one that is announced contemporaneously with the issue of share capital, or that has taken place in the preceding six-month period and is disclosed in the announcement of the issue.
All of the directors of the Company are standing for re-election this year.
The report from Roberto Quarta in his capacity as chairman of the Board and of the Nomination and Governance Committee contained in the Annual Report and Accounts sets out the process which has been followed relating to the assessment of the performance during 2015 and 2016 of all of the then current members of the Board including himself as chairman of the Company. The chairman confirms that, following these detailed assessments, each of the directors standing for re-election continues to be effective and to demonstrate the commitment of time and energy to committee meetings and other duties for the Company.
Each of the directors therefore unanimously recommends (other than in respect of their own appointment) share owners to vote in favour of Resolutions 5 to 17 inclusive.
A review of the biographical details of each of the directors seeking re-election appears in the 'Who runs WPP' section of the 2015 Annual Report and Accounts and indicates the breadth of knowledge and experience which each of them brings to the Company.
| 8 June 2016 | Annual General Meeting |
|---|---|
| 4 July 2016 | Payment of final dividend for 2015 |
| August 2016 | Half-year interim statement |
| October 2016 | Third-quarter trading statement |
| November 2016 | Payment of the interim dividend for 2016 |
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