Moving forward. Connect Group PLC Notice of Annual General Meeting

Transcription

1 Notice of Annual General Meeting 2016 Moving forward Connect Group PLC Notice of Annual General Meeting Rowan House, Cherry Orchard North, Kembrey Park, Swindon, Wiltshire SN2 8UH on Thursday 4 February 2016 at 11.30am This document is important and requires your immediate attention If you are in any doubt as to any aspect of the contents of this document or as to the action you should take in relation to the Annual General Meeting, you should consult your stockbroker, bank manager, solicitor, accountant or other professional independent adviser authorised pursuant to the Financial Services and Markets Act If you have sold or transferred all of your shares in Connect Group PLC (the Company ) you should pass this notice and other enclosures to the person through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. Connect Group PLC Company Number: Registered in England and Wales Registered Office: Rowan House, Cherry Orchard North, Kembrey Park, Swindon, Wiltshire SN2 8UH VAT Registration Number:

2 Connect Group PLC Chairman s Letter To shareholders and, for information only, participants in the Company s employees share schemes Dear Shareholder 2016 Annual General Meeting I have pleasure in sending you the Notice of our Annual General Meeting ( AGM ) for shareholders, which will be held at Rowan House, Cherry Orchard North, Kembrey Park, Swindon, Wiltshire SN2 8UH ( AGM Location ) on Thursday 4 February 2016 at 11.30am. The formal Notice of Annual General Meeting is set out on pages 4 and 5 of this document. The AGM is an important opportunity for all shareholders to express their views by raising questions and voting. If you are intending to come to the meeting, please detach the Attendance Card from the enclosed Proxy Form and bring it with you. I recommend that you arrive by 11.15am to enable the registration formalities to be carried out to ensure a prompt start at 11.30am. If you would like to vote on the resolutions but cannot come to the AGM, please complete and sign the enclosed Proxy Form and return it to our Registrars as soon as possible. Alternatively, you can register your proxy vote electronically by logging on to or, if you are a member of CREST, via Equiniti (ID RA19). The Registrars must receive your proxy appointment by 11.30am on Tuesday 2 February Further details about proxy appointments can be found in the Notes for Shareholders on pages 13 and

3 Notice of Annual General Meeting 2016 Employee share plans As explained in the directors remuneration report, the Company s existing Long-Term Incentive Plan, Executive Share Option Scheme and Sharesave Scheme will expire on 30 August The Remuneration Committee considers that these plans remain appropriate and the Company is therefore seeking shareholder approval for three replacement plans as set out in Resolutions 15, 16 and 17. The rules (updated to reflect current market practice) and proposed operation of the three new plans would be substantially the same as the current plans. The principal terms of the new plans are set out in the Explanatory Notes to the Proposed Resolutions on pages 7 to 11. Explanatory Notes to the Proposed Resolutions Explanatory Notes to the Proposed Resolutions are set out on pages 6 to 12 of this document. Notes for Shareholders Explanatory notes as to the proxy, voting and attendance procedures at the AGM together with other important information are set out on pages 13 and 14 of this document. Website Our corporate website is the principal means of communicating with shareholders. The site provides a wide range of information about the Company including annual reports, regulatory news releases, share price data, financial calendar and a Shareholder Centre containing AGM information and other useful shareholder information. Notice of publication of Annual Report Notice is hereby given that the Connect Group PLC Annual Report and Accounts 2015 has been published on the Company s website It can be accessed by going to the Company s home page and then clicking on the Investors section of the website. If you have elected to receive shareholder correspondence in hard copy, the Annual Report will accompany this Notice of Meeting. Should you wish to change your election at any time, or if you wish to request a hard copy of the Annual Report, you can do so by contacting our Registrars, Equiniti, on * or from outside the UK +44 (0) Recommendation The Board considers that the resolutions detailed in this Notice of Meeting will promote the success of the Company and are in the best interests of the Company and its shareholders as a whole. The directors unanimously recommend that you vote in favour of the resolutions as they intend to do in respect of their own beneficial holdings which amount in aggregate to 1,288,573 shares representing approximately 0.5% of the existing issued ordinary share capital of the Company. Yours faithfully Gary Kennedy Chairman * Lines are open from 8.30am to 5.30pm, Monday to Friday, excluding UK bank holidays. 03

4 Connect Group PLC Notice of Annual General Meeting Notice is hereby given that the 2016 Annual General Meeting of Connect Group PLC will be held at Rowan House, Cherry Orchard North, Kembrey Park, Swindon, Wiltshire SN2 8UH on Thursday 4 February 2016 at 11.30am for the following purposes: Ordinary resolutions Report and accounts Resolution 1: to receive the accounts and reports of the directors and auditor for the year ended 31 August Remuneration report Resolution 2: to approve the directors remuneration report for the year ended 31 August 2015 (other than the section containing the directors remuneration policy). Final dividend Resolution 3: to declare a final dividend of 6.3p per share for the year ended 31 August 2015 recommended by the directors. Election and re-election of directors Resolution 4: to elect Gary Kennedy as a director of the Company. Resolution 5: to elect Colin Child as a director of the Company. Resolution 6: to elect Denise Collis as a director of the Company. Resolution 7: to re-elect Mark Cashmore as a director of the Company. Resolution 8: to re-elect Jonathan Bunting as a director of the Company. Resolution 9: to re-elect Nick Gresham as a director of the Company. Resolution 10: to re-elect Andrew Brent as a director of the Company. Re-appointment of auditor Resolution 11: to re-appoint Deloitte LLP as auditor until the conclusion of the next Annual General Meeting at which accounts are laid before the Company. Remuneration of auditor Resolution 12: to authorise the Audit Committee of the Board to determine the remuneration of the auditor on behalf of the Board. Authority to make political donations Resolution 13: to resolve that, in accordance with Section 366 and 367 of the Companies Act 2006, the Company and all companies that are subsidiaries of the Company at any time during the period for which this resolution has effect be and are hereby authorised to: (a) make political donations to political parties or independent election candidates not exceeding 50,000 in total; (b) make political donations to political organisations other than political parties not exceeding 50,000 in total; and (c) incur political expenditure not exceeding 50,000 in total, during the period from the date of passing this resolution up to and including the conclusion of the next Annual General Meeting or, if earlier, 28 February For the purpose of this resolution the terms political donations, political parties, independent election candidates, political organisations and political expenditure have the meanings set out in Sections 363 to 365 of the Companies Act Authority to allot shares Resolution 14: to resolve that: (a) the directors be authorised to allot shares in the Company and grant rights to subscribe for, or convert any security into, shares in the Company: (i) in accordance with Article 7 of the Company s Articles of Association, up to a maximum nominal amount of 4,072,140 (such amount to be reduced by the nominal amount of any equity securities (as defined in Article 8 of the Company s Articles of Association) allotted under paragraph (ii) below in excess of 4,072,140); and (ii) comprising equity securities (as defined in Article 8 of the Company s Articles of Association), up to a maximum nominal amount of 8,144,280 (such amount to be reduced by any shares allotted or rights granted under paragraph (i) above) in connection with an offer by way of a rights issue (as defined in Article 8 of the Company s Articles of Association); (b) this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 28 February 2017 (save that the Company shall be entitled under such authority, pursuant to Section 551(7) of the Companies Act 2006, to make any offer or agreement prior to expiry of such authority which would or might require shares to be allotted or rights to be granted on or after such expiry); and (c) all previous unutilised authorities under Section 551 of the Companies Act 2006 shall cease to have effect (save to the extent that the same are exercisable pursuant to Section 551(7) of the Companies Act 2006 by reason of any offer or agreement made prior to the date of this resolution which would or might require shares to be allotted or rights to be granted on or after that date). Employee share plans Resolution 15: to resolve that the Connect Group Long Term Incentive Plan (the LTIP ), the principal terms of which are summarised in the Explanatory Notes on pages 7 to 11 and the rules of which are produced to the meeting and signed by the Chairman for the purposes of identification, is approved and the directors are authorised to: (a) make such modifications to the LTIP as they may consider appropriate to take account of the requirements of the UK Listing Authority and best practice and to adopt the LTIP as so modified and to do all such acts and things as they may consider appropriate to implement the LTIP; and (b) establish further plans for the benefit of employees outside the UK, based on the LTIP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such plans are treated as counting against the limits on individual and overall participation contained in the LTIP. Resolution 16: to resolve that the Connect Group Executive Share Option Scheme (the ESOS ), the principal terms of which are summarised in the Explanatory Notes on pages 9 to 11 and the rules of which are produced to the meeting and signed by the Chairman for the purposes of identification, is approved and the directors are authorised to: 04

5 Notice of Annual General Meeting 2016 (a) make such modifications to the ESOS as they may consider appropriate to take account of the requirements of HMRC, the UK Listing Authority and best practice and to adopt the ESOS as so modified and to do all such acts and things as they may consider appropriate to implement the ESOS; and (b) establish further plans for the benefit of employees outside the UK, based on the ESOS but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such plans are treated as counting against the limits on individual and overall participation contained in the ESOS. Resolution 17: to resolve that the Connect Group Sharesave Scheme (the SAYE ), the principal terms of which are summarised in the Explanatory Notes on pages 10 and 11 and the rules of which are produced to the meeting and signed by the Chairman for the purposes of identification, is approved and the directors are authorised to: (a) make such modifications to the SAYE as they may consider appropriate to take account of the requirements of HMRC, the UK Listing Authority and best practice and to adopt the SAYE as so modified and to do all such acts and things as they may consider appropriate to implement the SAYE; and (b) establish further plans for the benefit of employees outside the UK, based on the SAYE but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such plans are treated as counting against the limits on individual and overall participation contained in the SAYE. Special resolutions Partial disapplication of statutory pre-emption rights Resolution 18: to resolve that: (a) in accordance with Article 8 of the Company s Articles of Association, the directors be given power to allot equity securities for cash; (b) the power under paragraph (a) above (other than in connection with a rights issue, as defined in Article 8(b)(ii) of the Company s Articles of Association) shall be limited to the allotment of equity securities having a nominal amount not exceeding in aggregate 610,821; (c) this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 28 February 2017; and (d) all previous unutilised authorities under Sections 570 and 573 of the Companies Act 2006 shall cease to have effect. Market purchases of ordinary shares Resolution 19: to resolve that, pursuant to Section 701 of the Companies Act 2006, the Company be and is hereby generally and unconditionally authorised to make market purchases (as defined in Section 693(4) of the Companies Act 2006) of any of its own ordinary shares in such manner and on such terms as the directors may from time to time determine provided that: (a) the maximum aggregate number of ordinary shares authorised to be purchased is 24,432,840; (b) the minimum price which may be paid for each ordinary share is 5p (exclusive of all expenses); (c) the maximum price which may be paid for each ordinary share is an amount (exclusive of all expenses) equal to the higher of: (i) an amount equal to 105% of the average of the middle market quotations for an ordinary share in the capital of the Company as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased; and (ii) the price stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 2003; (d) the authority shall, unless previously varied, revoked or renewed, expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 28 February 2017, save that the Company shall be entitled under such authority to make at any time before such expiry any contract or contracts to purchase its own shares which will or might be executed wholly or partly after such expiry and make a purchase of shares in pursuance of any such contract or contracts; and (e) all existing authorities for the Company to make market purchases of ordinary shares are revoked, except in relation to the purchase of shares under a contract or contracts concluded before the date of this resolution and which has or have not been executed. Notice of General Meetings Resolution 20: to resolve that a general meeting of the Company, other than an Annual General Meeting, may be called on not less than 14 clear days notice, provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution. By order of the Board Stuart Marriner Company Secretary 18 November 2015 Registered Office: Rowan House, Cherry Orchard North, Kembrey Park, Swindon, Wiltshire SN2 8UH (Registered in England and Wales. Company No: ) 05

6 Connect Group PLC Explanatory Notes to the Proposed Resolutions Resolution 1 Report and accounts The Board asks that shareholders receive the accounts and reports of the directors and auditor for the year ended 31 August Resolution 2 Remuneration report The directors remuneration report is set out in three sections: the annual statement from the Chairman of the Remuneration Committee on pages 43 and 44 of the Annual Report, the remuneration policy report on pages 45 to 50 of the Annual Report and the annual report on remuneration, setting out the pay and benefits received by each of the directors for the year ended 31 August 2015, on pages 50 to 60 of the Annual Report. The annual statement from the Chairman of the Remuneration Committee and the annual report on remuneration is subject to an advisory shareholder vote and Resolution 2 is to approve the directors remuneration report other than the section containing the directors remuneration policy. The directors remuneration policy was approved by shareholders at the Annual General Meeting held on 4 February 2015 and is subject to a binding shareholder vote every three years (or earlier if changes to the policy are proposed). As the Company does not wish to make any changes to the directors remuneration policy this year, it is not being put to a shareholder vote at the 2016 AGM. Resolution 3 Final dividend The Board proposes a final dividend of 6.3p per share for the year ended 31 August If approved, the recommended final dividend will be paid on 12 February 2016 to all shareholders who are on the register of members at close of business on 15 January Resolutions 4 to 10 Election and re-election of directors It is the Board s policy that all directors stand for election or re-election at the AGM, which accords with the UK Corporate Governance Code (notwithstanding that the Company, which is a smaller company for the purposes of the Code, is not formally required to re-elect all directors on an annual basis). Resolutions 4 to 6 propose the election of Gary Kennedy, Colin Child and Denise Collis, who were appointed by the Board since the last Annual General Meeting, and Resolutions 7 to 10 propose the re-election of those directors who have served throughout the year and retire from office at the conclusion of the AGM and, being eligible, offer themselves for election. Biographical details of each of the directors are as follows: Gary Kennedy joined the Board as a non-executive director and Chairman designate on 2 March 2015 and became Chairman on 1 May He was formerly Group Director of Finance and Enterprise Technology at Allied Irish Banks plc from May 1997 to December 2005, following executive positions at Nortel Networks and Deloitte. He has also previously been a non-executive director of Elan Corporation plc and Irish Bank Resolution Corporation Ltd, as well as having served on the Board of the Industrial Development Authority of Ireland for 10 years. He is Chairman of Greencore Group plc and Green REIT plc and is also a nonexecutive director of Friends First Holdings Ltd. Aged 57. Colin Child will join the Board as a nonexecutive director on 1 December He will be a member of the Audit, Remuneration and Nominations Committees and will succeed John Worby as Chairman of the Audit Committee at the conclusion of the AGM. Colin is a chartered accountant and was Chief Financial Officer at De La Rue plc from June 2010 until July 2015, having previously been Group Finance Director at DTZ Holdings plc. Prior to that he held roles as Group Finance Director at Stanley Leisure plc, Fitness First Plc and National Express Group PLC. He is currently a non-executive director and Chairman of fastjet plc. Aged 58. Denise Collis will join the Board as a non-executive director on 1 December She will be a member of the Audit, Remuneration and Nominations Committees and will succeed Anthony Cann as Chairman of the Remuneration Committee at the conclusion of the AGM. Denise was Chief People Officer at Bupa (British United Provident Association Limited), the global healthcare business, from May 2010 until December Prior to that, she held senior HR roles at a number of leading organisations including 3i Group plc, EY, Standard Chartered Bank and HSBC. She is currently the Chair of the British Heart Foundation s Remuneration Committee and a member of its Nominations Committee and Advisory Council, Vice Chair to the International Advisory Board to Leeds University Business School and a member of the Advisory Board to the University of Exeter Business School. Aged 58. Mark Cashmore joined the Board on 31 August 2006 and is Group Chief Executive. He started his career with Pernod Ricard before moving to United News and Media in Between 1989 and 1999 he held senior positions in a number of news distribution businesses, including Sales Director of United Magazine Distribution, USM and Seymour. He joined WH Smith News in 1999 and was appointed Magazine Sales Director in 2001 and Managing Director in June Aged 55. Jonathan Bunting joined the Board on 1 April 2010 and is Managing Director, Connect News & Media. He joined the business as a graduate recruit in He rose through the organisation in a variety of sales and marketing managerial roles before being promoted to the executive management team in 2001 as Trade Marketing Director. He was appointed Commercial Director in August 2006, Chief Commercial Officer in April 2010 and Managing Director, Smiths News on 1 May In April 2014, Jonathan became Managing Director of the Connect News & Media division. Aged 43. Nick Gresham joined the Group and was appointed to the Board on 1 August 2010 as Chief Financial Officer. Prior to joining, he held various senior financial roles in GUS plc and Home Retail Group plc over a 10 year period, including Group Financial Controller, Finance Director of the Financial Services division and Finance Director of Homebase. Before joining GUS Nick worked for Virgin Retail and Debenhams. Aged 44. Andrew Brent is a non-executive director and joined the Board on 1 September He is a member of the Audit, Remuneration and Nominations Committees. He was most recently Chief Customer and Marketing Officer at Barclays Bank and prior to that held senior marketing positions in a number of leading companies including BSkyB, Alliance Boots Plc, Burger King Inc., Iceland Frozen Foods Plc and Proctor and Gamble Inc. Aged 56. The Chairman confirms that, following the recent performance evaluation of the Board and individual directors, Andrew Brent makes an effective and valuable contribution to the Board and demonstrates commitment to his role. John Worby, who served as the Senior Independent Director throughout the year, has led a review of Gary Kennedy s contribution to the Board since his appointment and confirms that he has made an effective and valuable contribution. 06

7 Notice of Annual General Meeting 2016 Anthony Cann and John Worby, who both completed nine years service as directors at the end of August, are not seeking re-election and will step down from the Board at the conclusion of the AGM. Resolutions 11 and 12 Re-appointment and remuneration of auditor On the recommendation of the Audit Committee, the Board proposes that Deloitte LLP be re-appointed as auditor of the Company. Resolution 12 proposes that the Audit Committee be authorised to determine the auditor s remuneration. Resolution 13 Authority to make political donations Part 14 of the Companies Act 2006 ( CA 2006 ), amongst other things, prohibits the Company and its subsidiaries from making political donations or from incurring political expenditure in respect of a political party or other political organisation or an independent election candidate unless authorised by the Company s shareholders. Aggregate donations made by the Group of 5,000 or less in any 12 month period will not be caught. Neither the Company nor any of its subsidiaries has any intention of making any political donations or incurring any political expenditure. However, the CA 2006 defines political party, political organisation, political donation and political expenditure widely. For example, bodies, such as those concerned with policy review and law reform or with the representation of the business community or sections of it, which the Company and/or its subsidiaries may see benefit in supporting, may be caught. Accordingly, the Company wishes to ensure that neither it nor its subsidiaries inadvertently commits any breaches of the CA 2006 through the undertaking of routine activities, which would not normally be considered to result in the making of political donations and political expenditure being incurred. As permitted under the CA 2006, the resolution extends not only to the Company but also covers all companies which are subsidiaries of the Company at any time the authority is in place. The resolution reflects the three categories covered by the rules and authorises the Company and its subsidiaries to: (a) make political donations to political parties or independent election candidates not exceeding 50,000 in total; (b) make political donations to political organisations other than political parties not exceeding 50,000 in total; and (c) incur political expenditure not exceeding 50,000 in total, in the period from the date of passing this resolution up to and including the conclusion of the next Annual General Meeting or, if earlier, 28 February As required by the CA 2006, the resolution is in general terms and does not purport to authorise particular donations. Resolution 14 - Authority to allot shares At the Annual General Meeting held on 4 February 2015, the shareholders authorised the directors, under Section 551 of the CA 2006 to allot shares in the Company or grant rights to subscribe for, or convert any securities into, shares in the Company. This authority is due to expire at the end of the AGM and it is proposed that it be renewed. Paragraph (a)(i) of Resolution 14 would allow the directors to allot shares up to a maximum nominal amount of 4,072,140, representing approximately one third of the Company s issued share capital, calculated as at 16 November 2015 (being the latest practicable date prior to publication of this Notice). In accordance with the guidelines issued by The Investment Association, paragraph (a)(ii) of Resolution 14 would allow the directors to allot, including the shares referred to in paragraph (a)(i), further of the Company s shares in connection with a pre-emptive offer by way of a rights issue up to a maximum nominal amount of 8,144,280, representing approximately two thirds of the Company s issued share capital, calculated as at 16 November 2015 (being the latest practicable date prior to publication of this Notice). The authority would expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 28 February The directors have no present intention of exercising this new authority, except under paragraph (a)(i), to satisfy options under the Company s Sharesave Scheme, however, it is considered prudent to maintain the flexibility it provides. As at the date of this Notice, the Company does not hold any shares in the capital of the Company in treasury. Resolutions 15, 16 and 17 Employee share plans As explained in the Chairman s letter on pages 2 and 3, the Company has operated the existing Connect Group LTIP, the Smiths News Executive Share Option Scheme and the Smiths News Sharesave Scheme since 2006 (the Existing Employee Share Plans ). As no further awards may be made under the Existing Employee Share Plans after 30 August 2016, shareholder approval is now being sought for the new Employee Share Plans described below which will replace the Existing Employee Share Plans. Whilst it is intended that the New Employee Share Plans will operate in substantially the same way as the Existing Employee Share Plans, and in accordance with the Company s prevailing remuneration policy, the rules of the New Employee Share Plans have been updated to reflect current market practice and to give the Company the flexibility to grant Long Term Incentive Plan awards in the form of (i) nil (or nominal) cost options, under which shares are transferred to the award holder following vesting on exercise of the option (as under the existing LTIP rules and current remuneration policy); (ii) conditional awards, under which shares are automatically transferred to the award holder following vesting; or (iii) forfeitable share awards, under which a beneficial interest in shares, legal title to which is held on behalf of the award holder until vesting, is transferred to the award holder following vesting. In addition, contrary to the existing scheme, the new Executive Share Option Scheme rules do not allow the Executive Directors and other members of the executive committee of the Company to participate, which is in accordance with the Company s current remuneration policy. The terms of the New Employee Share Plans are summarised below. The Connect Group Long Term Incentive Plan (the LTIP ) Administration Awards may be granted, and the LTIP will be administered, by the Board, or a duly authorised committee of the Board. The current intention is that the LTIP will be administered and awards granted by the Remuneration Committee (and this will always be the case in respect of awards for executive directors of the Company ( Executive Directors )). 07

8 Connect Group PLC Explanatory Notes to the Proposed Resolutions continued Eligibility Awards may be granted to any of the employees of the Company or its subsidiaries, including the Executive Directors. Executive Directors Participation by the Executive Directors shall, unless and until approved otherwise by shareholders, be in accordance with the terms of the Company s remuneration policy as approved by shareholders from time to time. Form of awards Under the LTIP, awards will take the form of either: a conditional right to receive ordinary shares in the Company ( Shares ) which will be automatically transferred to the award holder following vesting (referred to as a conditional award ); a nil or nominal-cost option, exercisable by the award holder following vesting during a permitted exercise period (extending not later than the tenth anniversary of the date of award) (referred to as an option ); or an interest in Shares which will be held on behalf of the award holder until vesting (referred to as a forfeitable share award ). The award holder will not be entitled to call for or otherwise deal in the Shares subject to a forfeitable share award prior to vesting. Dividend equivalents On vesting, unless the Board determines otherwise, award holders will receive an additional payment (or Shares of equivalent value) equal to the dividends during the vesting period which would have been paid on the number of Shares that vest. Individual limit The maximum market value of the Shares over which an employee may be granted awards under the LTIP in any financial year shall not exceed an amount equal to 200% of the employee s gross annual basic salary at that time. Awards may, at the discretion of the Remuneration Committee, be granted in excess of this limit in exceptional circumstances or where awards are granted as a buy-out on the recruitment of an eligible employee. For Executive Directors, award levels will always be in accordance with the Company s remuneration policy as approved by shareholders from time to time. Performance conditions The Remuneration Committee will determine the performance conditions which will apply to awards and which will be measured over a period (the performance period ) of not less than three years. The Remuneration Committee may specify a shorter performance period only where an award is granted in connection with the recruitment of an eligible employee. There will be no provision for re-testing. The Remuneration Committee may alter the performance conditions attaching to an award if events happen after the date of grant that cause the Remuneration Committee to consider that any element of the performance conditions is no longer a fair measure of the Company s performance, provided that the revised target is not considered to be materially less challenging in the circumstances. Performance conditions for Executive Directors will be set in line with the Company s remuneration policy, and will be set out in the annual report on directors remuneration. Vesting Awards will normally vest following the end of the relevant performance period once award holders are notified that the performance conditions have been assessed. Awards will vest to the extent that the relevant performance conditions have been met. If the Remuneration Committee so determines, an award may be satisfied in whole or in part by a cash payment as an alternative to the issue or transfer of Shares. Leavers An award will normally lapse where the award holder ceases to hold office or employment with the Connect group of companies (the Group ). Awards will not lapse where the cessation of office or employment with the Group is due to injury, disability, ill-health, redundancy, retirement, the transfer of the award holder s employment in connection with a business sale, the company with which the award holder holds office or employment ceasing to be a member of the Group, or any other reason if the Remuneration Committee so determines (a Good Leaver ). Where an award holder ceases employment for a Good Leaver reason before the normal vesting date, the award will continue and vest on its normal vesting date, although the Remuneration Committee may determine that the award will instead vest on or at any time following the date of cessation. An award in the form of an option will be exercisable during a period of six months (or such other period as the Remuneration Committee may determine) from the date on which it vests. Where an award holder ceases employment for a Good Leaver reason after the normal vesting date an award in the form of an option will be exercisable during a period of six months (or such other period as the Remuneration Committee may determine) from the day following the date of cessation. On the death of an award holder, an award shall immediately vest and will be exercisable for a period of 12 months. Corporate actions In the event of a change of control, awards will normally vest and options will be exercisable for a period of six months. In the event of the passing of a resolution for the voluntary winding-up of the Company, awards will vest and options will be exercisable for a period of two months. In the event of a demerger of a substantial part of the Group s business, a special dividend or a similar event affecting the value of the Shares to a material extent, awards may be adjusted as set out below or the Remuneration Committee may allow awards to vest, in which case options will be exercisable for a period of two months, or such other period as the Remuneration Committee may permit. Where the corporate action forms part of an internal re-organisation, unless the Remuneration Committee determines otherwise, an award shall not vest, and instead will be rolled-over into an award over shares in the new controlling company of equivalent value. 08

9 Notice of Annual General Meeting 2016 Extent of vesting Awards will only vest (including for leavers or on a corporate action) to the extent that the relevant performance conditions have been met. Where an award vests prior to the end of the performance period, the Remuneration Committee will assess performance using such information as it determines to be appropriate. Where, prior to the end of the performance period, an award holder ceases employment for a Good Leaver reason or there is a corporate action, the number of Shares in respect of which an award vests will, unless the Remuneration Committee determines otherwise, be pro-rated on the basis of the proportion of the performance period which has elapsed to the date of cessation or the corporate action (as applicable). Holding period The Board will have discretion to impose a holding period of up to two years in respect of any of the Shares in respect of which an award has vested (other than where Shares are to be sold to fund any tax or social security liability). A holding period shall expire early on the occurrence of a takeover or other corporate event affecting the Company or where an award holder ceases employment. Award holders will be entitled to receive dividends and exercise voting rights on Shares subject to the holding period. The Connect Group Executive Share Option Scheme (the ESOS ) Administration Options may be granted, and the ESOS will be administered, by the Board, or a duly authorised committee of the Board. The current intention is that the ESOS will be administered and options granted by the Remuneration Committee. Eligibility Options may be granted to any of the employees of the Company or its subsidiaries, provided that Executive Directors and other members of the executive committee of the Company will not be eligible to participate in the ESOS. Form of options Under the ESOS, options will take the form of either: options to acquire Shares granted under Part A of the ESOS; or options to acquire Shares granted under Part B of the ESOS, which are UK tax-advantaged options governed by relevant statutory provisions ( Tax- Advantaged Options ). Exercise price No consideration shall be payable for the grant of an option. The exercise price of an option will not be less than the greater of: the market value of a Share on the dealing day immediately preceding the date of grant, or averaged over the three dealing days immediately preceding the date of grant (in either case, where options are granted following the announcement by the Company of its interim or final results, such dealing day(s) must not be earlier than the day of such announcement); and in the case of options over unissued Shares, the nominal value of a Share. Individual limits The maximum market value of the Shares, measured at the date of grant, over which any employee may be granted Tax-Advantaged Options, when including Tax-Advantaged Options which are currently held by that employee, is 30,000 (or such higher amount as may be permitted by legislation from time to time). The maximum market value of the Shares over which an employee may be granted options under the ESOS (under either or both of Part A and Part B) in any financial year shall not exceed an amount equal to 200% of the employee s gross annual basic salary at that time. Options may, at the discretion of the Remuneration Committee, be granted in excess of this limit in exceptional circumstances or where options are granted as a buy-out on the recruitment of an eligible employee. Performance conditions Options shall not have to be granted subject to performance conditions. The Remuneration Committee may determine that performance conditions will apply, in which case the performance conditions will be measured, ordinarily, over a period (the performance period ) of not less than three years and there will be no provision for re-testing. The Remuneration Committee may alter any performance conditions attaching to an option if events happen after the date of grant that cause the Remuneration Committee to consider that any element of the performance conditions is no longer a fair measure of the Company s performance, provided that the revised target is not considered to be materially less challenging in the circumstances. Exercise of options Options will normally vest and become exercisable three years after the date of grant (where performance conditions apply, to the extent that the performance conditions have been met). Options will lapse not later than the tenth anniversary of the date of grant. If the Remuneration Committee so determines, options granted under Part A may be satisfied in whole or in part by a cash payment, or a transfer of Shares without payment from the option holder, equivalent in value to the gain which would be made by the option holder on exercise. Leavers Options will normally lapse where the option holder ceases to hold office or employment with the Group. Options will not lapse where the cessation of office or employment with the Group is due to injury, disability, ill-health, redundancy, retirement, the transfer of the option holder s employment in connection with a business sale, the company with which the option holder holds office or employment ceasing to be a member of the Group, or any other reason if the Remuneration Committee so determines (a Good Leaver ). Where an option holder ceases employment prior to the normal vesting date for a Good Leaver reason, an option will continue and become exercisable on its normal vesting date for a period of 12 months. Where an option holder ceases employment after the normal vesting date for a Good Leaver reason or due to voluntary resignation a vested option may be exercised during a period of 12 months from the day following the date of cessation. On the death of an option holder, options shall immediately vest and may be exercised during a period of 12 months. Corporate actions In the event of a change of control, options will normally vest and will be exercisable for a period of six months. In the event of the passing of a resolution for the voluntary winding-up of the Company, options will vest and will be exercisable for a period of two months. In the event of a demerger of a substantial part of the Group s business, a special dividend or a similar event affecting the value of the Shares to a material extent, options (other than Tax-Advantaged Options) may be adjusted as set out below or the Remuneration Committee may allow options to vest and be exercised for a period of two months, or such 09

10 Connect Group PLC Explanatory Notes to the Proposed Resolutions continued other period as the Remuneration Committee may permit. Where the corporate action forms part of an internal re-organisation, unless the Remuneration Committee determines otherwise, an option other than a Tax- Advantaged Option shall not vest, and instead will be rolled-over into an option over shares in the new controlling company of equivalent value. A Tax-Advantaged Option shall not vest on an internal re-organisation if a taxadvantaged roll-over is offered. Extent of vesting Where performance conditions apply, options will only become exercisable (including for leavers or on a corporate action) to the extent that the performance conditions have been met. Where an option becomes exercisable prior to the end of the performance period, the Remuneration Committee will assess performance using such information as it determines to be appropriate. The Connect Group Sharesave Scheme (the SAYE ) The SAYE is a UK tax-advantaged allemployee Save As You Earn option plan governed by relevant statutory provisions. Administration Options may be granted, and the SAYE will be administered, by the Board, or a duly authorised committee of the Board. Eligibility The SAYE will be open to all employees of the Company, and any of its subsidiaries which the Board selects for participation, who meet the eligibility criteria. All eligible employees who are chargeable to income tax as a UK resident must be invited to participate. Savings arrangements Employees who apply for an option must enter into HMRC approved savings arrangements. Under these arrangements, the employee will agree to make monthly savings contributions of a fixed amount within statutory limits (currently of up to a maximum of 500 per month). Shares may only be acquired on the exercise of the option using the repayment of accrued savings under the savings arrangements. Such repayment may be taken as including any bonus (interest) payable, if any, under the savings arrangements if the Board so decides. Exercise price The price payable for each Share under option will be determined by the Board prior to the date of grant provided that it must not be less than 80% of the market value of a Share at that time. Exercise of options An option may not normally be exercised until the option holder has completed making contributions under his savings arrangements (which will be either three or five years from the date of entering into those savings arrangements) and then not more than six months thereafter. The Company s current policy is to offer three-year savings arrangements. Leavers Options will normally lapse where the option holder ceases to hold office or employment with the Group. Options will not lapse where the cessation of office or employment with the Group is due to death, injury, disability, redundancy, retirement, the transfer of the option holder s employment in connection with a business sale, or the company with which the option holder holds office or employment ceasing to be a member of the Group (a Good Leaver ). Where an option holder ceases employment for a Good Leaver reason, the option will be capable of exercise, for a period of six months (or 12 months in the case of death), only to the extent of accrued savings and interest, if any, to the date of exercise. Corporate actions Options may be exercised in the event of a change of control, a court sanctioning a compromise or arrangement of the Company, or a winding-up of the Company. In such circumstances, options may be exercised, for a period of up to six months, to the extent of accrued savings and interest, if any, to the date of exercise. In the event of a change of control of the Company, an acquiring company may offer a roll-over into an option over shares in the acquiring company, subject to complying with the statutory requirements. Provisions common to more than one of the New Employee Share Plans Timing of grant of awards Awards and options under the LTIP and ESOS may, save in exceptional circumstances or in connection with the recruitment of an eligible employee, only be granted and, in relation to the SAYE, invitations for options made, within a period of 42 days from the dealing day following the date of announcement by the Company of its interim or final results (or as soon as practicable thereafter if the Company is restricted from being able to grant awards or options, or make invitations, during such period). SAYE invitations may also be made following the publication of a new prospectus in relation to certified SAYE savings arrangements. Awards and options may also be granted within 42 days of adoption of the LTIP and ESOS at the AGM. Awards and options under the New Employee Share Plans may not be granted more than 10 years after the date of approval by shareholders. Non-transferable and non-pensionable Awards and options are non-transferable, save to personal representatives following death, and do not form part of pensionable earnings. Plan limits Shares may be newly issued, transferred from treasury or market purchased for the purposes of the New Employee Share Plans. The number of Shares subject to outstanding awards or options granted within the previous 10 years and when added to the number of Shares issued for the purpose of awards and options granted within the previous 10 years shall not exceed 10% of the Company s ordinary share capital in issue immediately prior to the proposed date of grant under all employees share schemes adopted by the Company. The number of Shares subject to outstanding awards or options granted within the previous 10 years when added to the number of Shares issued for the purpose of awards and options granted within the previous 10 years shall not exceed 5% of the Company s ordinary share capital in issue immediately prior to the proposed date of grant under all discretionary employees share schemes adopted by the Company. 10

11 Notice of Annual General Meeting 2016 These limits do not include rights to Shares which have been released, lapsed or otherwise become incapable of exercise or vesting. Treasury shares will count as new issue shares for the purpose of these limits for so long as institutional investor bodies consider that they should be so counted. Variation of share capital The number of Shares subject to awards and options may be adjusted, in such manner as the Board or Remuneration Committee, as applicable, may determine, following any variation of share capital of the Company or, except for Tax-Advantaged Options, a demerger of a substantial part of the Group s business, a special dividend or a similar event affecting the value of Shares to a material extent. Alterations The Board may amend the rules of the New Employee Share Plans as it considers appropriate, subject to any relevant legislation, provided that no modification may be made which confers any additional advantage on award or option holders relating to eligibility, plan limits, the basis of individual entitlement, the price payable for the acquisition of Shares and the provisions for the adjustment of awards and options without prior shareholder approval, except in relation to performance conditions or for amendments which are minor amendments to benefit the administration of the New Employee Share Plans, to take account of a change in legislation, or to obtain or maintain favourable tax, exchange control or regulatory treatment for award or option holders or the Company (or other Group companies). Clawback The Remuneration Committee may apply clawback under the LTIP and (save in respect of Tax-Advantaged Options) the ESOS where at any time before or within two years of vesting it determines that the financial results of the Company were misstated, an error was made in any calculation or in assessing performance, which resulted in the number of Shares in respect of which the award or option was granted or vested being more than it should have been. The Remuneration Committee may also apply a claw-back within such period if it determines that the Company has suffered serious reputational damage as a result of the award or option holder s misconduct or that the award or option holder has committed gross misconduct, or in similar circumstances which the Remuneration Committee determine to have had a serious adverse effect on the Company and which justify the application of claw-back. A clawback may be satisfied in a number of ways, including by reducing the amount of any future bonus, by reducing the vesting of any subsisting or future awards or options (other than Tax-Advantaged Options), by reducing the number of Shares under any vested but unexercised option and/or by either one or both of a requirement to make a cash payment or transfer of Shares to the Company. The clawback provisions will not apply following the occurrence of a takeover or similar corporate event. Overseas plans Each of the New Employee Share Plans contains provisions which permit the Board to establish further plans for the benefit of overseas employees based on the relevant New Employee Share Plan but modified as necessary or desirable to take account of overseas tax, exchange control or securities laws. Any new Shares issued under such plans would count towards the individual and overall plan limits outlined above. Employee Benefit Trust (the EBT ) The Company may use its existing employee benefit trust, or may establish a new employee benefit trust, to operate in conjunction with the New Employee Share Plans and otherwise to benefit employees and former employees of the Company and its subsidiaries. The Company and its subsidiaries may fund the EBT by loan or gift to acquire Shares by market purchase, by subscription or from treasury. Any Shares issued to the EBT (where the trust does not acquire Shares by market purchase) will be treated as counting against the plan limits contained in the rules of the New Employee Share Plans. The EBT is, or will be, constituted by a trust deed between the Company and an offshore independent professional trustee. The power to appoint and remove the trustee rests with the Company. The EBT will not, without prior shareholder approval, be able to make an acquisition of Shares where it would then hold more than 5% of the Company s issued share capital from time to time. Resolution 18 Partial disapplication of statutory pre-emption rights At the Annual General Meeting held on 4 February 2015, a special resolution was passed under Sections 570 and 573 of the CA 2006 empowering the directors to allot equity securities for cash without first being required to offer such shares to existing shareholders. This authority is due to expire at the end of the AGM and it is proposed that it be renewed. If approved, this resolution would authorise the directors to issue shares up to a nominal amount of 8,144,280, representing two thirds of the Company s issued share capital as at 16 November 2015 (being the latest practicable date prior to publication of this Notice) in connection with a rights issue (subject to any adjustments, such as for fractional entitlements and overseas shareholders, as the directors see fit) and otherwise to issue shares for cash up to a maximum nominal amount of 610,821, which is equal to approximately 5% of the Company s issued ordinary share capital as at 16 November 2015 (being the latest practicable date prior to publication of this Notice). The authority would expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 28 February The directors do not intend to issue more than 7.5% of the issued share capital of the Company for cash on a non-pre-emptive basis in any rolling threeyear period without prior consultation with shareholders. Resolution 19 Market purchases of ordinary shares With the authority of shareholders in general meeting, the Company may purchase its own ordinary shares in the market subject to the provisions of the CA The directors will only exercise the authority when satisfied that it is in the best interests of the Company to do so and when it would result in an increase in earnings per share. The proposed authority would be limited to purchases of up to 24,432,840 ordinary shares, representing approximately 10% of the issued ordinary shares in the Company as at 16 November 2015 (being the latest practicable date prior to publication of this Notice). This resolution specifies that the minimum price which may be paid for each 11

12 Connect Group PLC Explanatory Notes to the Proposed Resolutions continued ordinary share is 5p (exclusive of all expenses) and the maximum price which may be paid is the higher of an amount equal to 105% of the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is purchased and the price stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation 2003 (exclusive of all expenses). As at 16 November 2015, there were outstanding 11,191,502 options to subscribe for ordinary shares, representing 4.58% of the Company s issued ordinary share capital. If the Company s authority to purchase shares (existing and being sought) was exercised in full, the options would represent 5.57% of the Company s issued ordinary share capital. Under Part 18, Chapter 6 of the CA 2006, the Company is allowed to hold its own shares in treasury following a buy back as an alternative to cancelling them. Shares held in treasury may be subsequently sold for cash, but all rights attaching to them, including voting rights and the right to receive dividends, are suspended while they are held in treasury. It is the Company s intention to cancel any shares it buys back rather than hold them in treasury. The authority would expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 28 February Resolution 20 Notice of General Meetings The minimum notice period required by the CA 2006 for general meetings of the Company is 21 days, unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days (AGMs must always be held on at least 21 clear days notice). At the Annual General Meeting held on 4 February 2015, shareholders authorised the calling of general meetings other than an AGM on not less than 14 clear days notice, and it is proposed that this authority be renewed. The authority granted by Resolution 20, if passed, will be effective until the Company s next AGM, when it is intended that a similar resolution will be proposed. In order to be able to call a general meeting on less than 21 clear days notice, the Company must obtain the requisite shareholder approval and make a means of electronic voting available to all shareholders for that meeting. The flexibility offered by Resolution 20 will be used where, taking into account the circumstances, including whether the business of the meeting is time-sensitive, the directors consider it appropriate in relation to the business of the meeting and in the interests of the Company and shareholders as a whole. 12

13 Notice of Annual General Meeting 2016 Notes for Shareholders 1. Shareholders are entitled to appoint one or more proxies (who need not be shareholders) to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting provided that if more than one proxy is appointed, each proxy is appointed to exercise the rights attached to a different share or shares held by the shareholder. Your proxy could be the Chairman, another director of the Company or another person who has agreed to attend to represent you. Your proxy must vote as you instruct and must attend the meeting for your vote to be counted. 2. Shareholders should use the enclosed Proxy Form to make the appointment referred to in Note 1 above. Before completing the Proxy Form shareholders should read the guidance notes on the Form. 3. As an alternative to completing and returning the printed Proxy Form, you may submit your proxy appointment electronically by accessing the website where full details of the procedure are given. You will need to have your Proxy Form to hand when you log on as it contains information which will be required to validate your submission. For further information, see the guidance notes on the Proxy Form. 4. To be valid any Proxy Form and power of attorney or other authority, if any, under which it is signed or a notarially certified or office copy of such power or authority or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand at Equiniti or at the electronic address provided on the Proxy Form, in each case no later than 11.30am on 2 February Completion and return of a Proxy Form, or electronic proxy appointment, or any CREST Proxy Instruction (as described in Note 5) will not prevent you attending and voting at the meeting, if you wish. A member must inform the Company in writing of any termination of the authority of a proxy not less than six hours before the time of the AGM. 5. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual (available via www. euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a 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. 6. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction ) must be properly authenticated in accordance with Euroclear UK & Ireland specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is 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 Equiniti (CREST participant ID RA19) by 11.30am on 2 February 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 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 change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. 7. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland does not make available special procedures in CREST for any particular message. Normal system timings 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, to procure that his 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 system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. 8. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations Any member with more than one shareholding registered in his/her name should, to the extent that such member has elected to receive copies of relevant documentation, receive only one copy of the Annual Report and one Proxy Form. The Proxy Form will be valid in respect of all his/her holdings. If you do not have a Proxy Form and believe that you should have one, or if you require additional forms, please contact Equiniti on * or from outside the UK +44 (0) Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the CA 2006 and the Articles of Association of the Company, the Company specifies that only those shareholders registered in the register of members of the Company as at 6.00pm on 2 February 2016 (or 6.00pm on the day that is two days before any adjourned meeting) shall be entitled to attend (either in person or by proxy) and vote at the meeting in respect of the number of shares registered in their names at that time. Changes to the register of members after 6.00pm on 2 February 2016 (or 6.00pm on the day that is two days before any adjourned meeting) shall be disregarded in determining the right of any person to attend and vote at the AGM. 11. Any person to whom this Notice is sent who is a person nominated under Section 146 of CA 2006 to enjoy information rights (a Nominated Person ) may, under an agreement between him/her and the shareholder 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 shareholder as to the exercise of voting rights. 12. In the absence of an agreement described in Note 11 above, the statement of the rights of shareholders in relation to the appointment of proxies in Notes 1 to 3 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company. 13

14 Connect Group PLC Notes for Shareholders continued 13. Nominated persons are reminded that they should contact the registered holder of their shares (and not the Company) on matters relating to their investments in the Company. 14. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares. 15. Copies of directors service contracts and non-executive directors letters of appointment with the Company and any of its subsidiaries are available for inspection at the registered office of the Company during normal business hours (except Saturdays, Sundays and public holidays) and at the AGM Location on 4 February 2016 from 11.00am until the conclusion of the AGM. 16. A copy of the draft rules of the Connect Group Long Term Incentive Plan, Connect Group Executive Share Option Scheme and Connect Group Sharesave Scheme will be available for inspection at Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG during normal business hours (except Saturdays, Sundays and public holidays) from the date of this Notice up to and including the date of the AGM, and at the AGM Location on 4 February 2016 from 11.00am until the conclusion of the AGM. 17. Under Section 527 of CA 2006 members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company s accounts (including the auditor s report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of CA The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of CA Where the Company is required to place a statement on a website under Section 527 of the CA 2006, it must forward the statement to the Company s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under Section 527 of CA 2006 to publish on a website. 18. As at 16 November 2015 (being the latest practicable date prior to publication of this Notice) the Company s issued share capital consists of 244,328,404 ordinary shares carrying one vote each. Therefore the total voting rights in the Company as at 16 November 2015 are 244,328, You may not use any electronic address provided either in this Notice of Meeting or any related documents (including the Proxy Form) to communicate with the Company for any purposes other than those expressly stated. 20. Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. 21. A copy of this Notice, and other information required by Section 311A of the CA 2006, can be found on the Company s website Under Section 338 and Section 338A of CA 2006, members meeting the threshold requirements in those sections have the right to require the Company (i) to give, to members of the Company entitled to receive notice of the meeting, notice of a resolution which may properly be moved and is intended to be moved at the meeting and (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company s constitution or otherwise), (b) it is defamatory of any person, or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authenticated by the person or persons making it, must be received by the Company not later than 22 December 2015, being the date six clear weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request. * Lines are open from 8.30am to 5.30pm, Monday to Friday, excluding UK bank holidays. 14

15 Notice of Annual General Meeting 2016 AGM Information Venue The meeting will be held on Thursday 4 February 2016 at Rowan House, Cherry Orchard North, Kembrey Park, Swindon, Wiltshire SN2 8UH. A map of the location of Rowan House, the venue for the AGM, is shown below. Time The meeting will start at 11.30am. Please arrive no later than 11.15am for registration. Refreshments Please note that coffee and tea will be served before the meeting.