One Fifty One Public Limited Company (the Company )

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. If you have sold or transferred your entire holding of shares in One Fifty One Public Limited Company, please pass this document, together with the enclosed Form of Proxy, to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee. One Fifty One Public Limited Company (the Company ) (incorporated and registered in Ireland under the Companies Acts with registered number ) DISAPPLICATION OF PRE-EMPTION RIGHTS IN CONNECTION WITH A PROPOSED OFFER OF ORDINARY SHARES ADOPTION OF ONE SHARE OPTION SCHEME and NOTICE OF EXTRAORDINARY GENERAL MEETING This Circular should be read as a whole. Your attention is drawn to the letter from Denis Cregan, Chairman of the Company, which contains a unanimous recommendation from the Board that you vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting ( EGM ). Davy Corporate Finance ( Davy ), which is regulated in Ireland by the Central Bank, is acting exclusively for the Company and no-one else in connection with the Offer. Davy will not regard any other person (whether or not a recipient of this document) as its customer or be responsible to any other person for providing the protections to customers of Davy nor for providing advice in relation to the transactions and arrangements described in this document. Davy is not making any representation or warranty, express or implied, as to the contents of this document. Davy has not approved the contents of, or any part of, this document and no liability whatsoever is accepted by Davy for the accuracy of any information or opinions contained in this document or for the omission of any information from this document. Notice of the EGM of the Company, to be held at The Westbury Hotel, Grafton Street, Dublin 2 on 17 September 2014 at a.m., is set out at the end of this document. Shareholders will find enclosed with this document a Form of Proxy for use in connection with the EGM. Whether or not Shareholders wish to attend the EGM, they are asked to complete the Form of Proxy in accordance with the instructions printed on the form and return it either by post or by hand as soon as possible but in any event so as to be received by the Company s Registrars, Computershare, at P.O. Box 954, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland and in any event, in order to be valid, so as to arrive not later than a.m. on 15 September The lodging of a Form of Proxy will not preclude a shareholder from attending and voting in person at the EGM. 1

2 FORWARD-LOOKING STATEMENTS Certain statements contained in this Circular are or may constitute forward-looking statements. Such forward-looking statements involve risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are typically identified by the use of forward-looking terminology such as believes, expects, may, will, would, should, intends, estimates, plans, assumes or anticipates or the negative of such words or other variations on them or comparable terminology, or by discussions of strategy which involve risks and uncertainties. Such risks, uncertainties and other factors include, among others: general economic and business conditions, changes in technology, government policy, regulation, ability to attract and retain personnel and natural and manmade disasters. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Circular. The Company assumes no obligation to update or correct the information contained in this Circular, whether as a result of new information, future events or otherwise, except to the extent legally required. The statements contained in this Circular are made as at the date of this document, unless some other time is specified in relation to them, and publication of this Circular shall not give rise to any implication that there has been no change in the facts set out in this document since such date. Nothing contained in this Circular shall be deemed to be a forecast, projection or estimate of the future financial performance of the Company except where expressly stated. PRESENTATION OF FINANCIAL INFORMATION Unless otherwise indicated, all references in this Circular to, euro or cent are to the lawful currency of participating member states of the European Union. In addition, certain percentages presented in this Circular reflect calculations based upon underlying information prior to rounding and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers. TIME All references in this Circular to times are to Dublin, Ireland times, unless otherwise stated. NO OFFER OF SHARES This document does not constitute an offer or solicitation to anyone to purchase any shares. This document is not a prospectus and does not contain an offer to the public to purchase or subscribe for securities within the meaning of the Prospectus (Directive 2003/71/EC) Regulations, 2005 of Ireland. This document has not been approved by the Central Bank of Ireland or any regulatory authority and a copy of it has not and will not be delivered to the Registrar of Companies in Ireland. 2

3 DEFINITIONS The following definitions apply throughout this Circular and accompanying Form of Proxy, unless the context otherwise requires: 1983 Act the Companies (Amendment) Act 1983; Articles the articles of association of the Company; Board or Directors the directors of the Company, whose names are set out on page 5; Circular this document; Companies Acts the Companies Acts 1963 to 2013; CREST Regulations the Company EGM Notice Enlarged Share Capital Existing Shares Extraordinary General Meeting or EGM Form of Proxy Latest Practicable Date Offer Offer Shares One51 or the Group Registrars Resolutions Shares Shareholder(s) the Companies Act, 1990 (Uncertificated Securities) Regulations, 1996 as amended enabling title to securities to be evidenced and transferred in dematerialised form; One Fifty One plc; the notice of EGM set out at the end of this Circular; the Existing Shares and the Offer Shares; the 125,670,991 Shares in issue at the latest practicable date before printing of this document; the extraordinary general meeting of the Company convened for a.m. on 17 September 2014 or any adjournment thereof, notice of which is set out at the end of this Circular; the form of proxy accompanying this Circular for use by Shareholders at the Extraordinary General Meeting; 19 August 2014, being the latest practicable date prior to the publication of this Circular; means the offer for subscription by the Company of up to 27,777,778 Shares (subject to increase) at a price of 0.90 per Share; the shares offered for subscription in the Offer; One Fifty One plc and its subsidiary undertakings; Computershare Investor Services (Ireland) Limited; the resolutions contained in the Notice of EGM at the end of this Circular; the ordinary shares of 0.01 each in the capital of the Company; and the holder(s) of One51 Shares. 3

4 OFFER STATISTICS Issue Price per Offer Share 0.90 Number of Existing Shares in issue at the Latest Practicable Date 125,670,991 Number of Shares to be issued by the Company pursuant to the Offer up to 27,777,778 Enlarged Share Capital 153,448,769 Offer Shares as a percentage of the Enlarged Share Capital (assuming the Offer is fully subscribed) 18.10% Gross Proceeds of the Offer 25,000,000 NOTE: This table assumes that the Board does not exercise its discretion under the terms of the Offer to accept applications in excess of 25 million (but not in any case to exceed 35 million). EXPECTED TIMETABLE OF PRINCIPAL EVENTS Date of issue of this Circular 22 August 2014 Latest time and date for receipt a.m. on 15 September 2014 of Forms of Proxy from Shareholders Extraordinary General Meeting a.m. on 17 September 2014 Date of issue of Shares pursuant to the Offer as soon as practicable following the EGM 4

5 One Fifty One plc (incorporated in Ireland with limited liability under the Companies Acts. Registered no ) Registered office: 151 Thomas Street, Dublin 8 Directors: Denis Cregan (Chairman) Alan Walsh* Pat Dalton* Rose Hynes Geoff Meagher (together the Board ) *Executive Director Company Secretary: Susan Holburn 22 August 2014 One Fifty One plc Extraordinary General Meeting Dear Shareholder I wrote to you on 31 July 2014 with details of an offer of new Ordinary Shares by the Company. The purpose of this Circular is to provide you with details of the background to the Offer and to seek shareholder approval for authority to the Directors to enable implementation of the Offer. Shareholder approval is also sought for the establishment of a new long term incentive arrangement, the One Share Option Scheme. One51 has emerged from a period of restructuring as a transformed Group with operations in plastics and environmental services together with an investment portfolio largely focused on the renewable energy sector. Financial and operational stability has allowed One51 to begin to focus on the next stage of its development. This involves the growth of the Group s plastics and environmental services businesses and the unlocking of value in its investment portfolio. The Group has identified a number of organic and potential acquisition opportunities within its Plastics and Environmental Services Divisions which, management believe, have the potential to provide scale, diversification, margin stability, increased production capacity and substantial value to Shareholders. To exploit these opportunities, the Company believes it is now appropriate to raise new equity capital. The Company proposes, accordingly, subject to the approval of Resolution 1 by Shareholders at the EGM, to implement the Offer. I enclose a notice convening an extraordinary general meeting of the Company (the EGM ) at which the Resolutions will be proposed, and invite you to join me on 17 September 2014 at a.m. at The Westbury Hotel, Grafton Street, Dublin 2, Ireland. The Offer At the Company s AGM on 26 May 2014, Alan Walsh, Chief Executive Officer, told shareholders that the Company would be seeking shareholder support to finance growth in its environmental services and plastics businesses, and the Company subsequently announced on 7 July 2014 that it was engaged in a consultation process with shareholders with regard to a potential equity fundraising. Following that consultation, I wrote to you on 31 July 2014 inviting you to apply to make an equity investment in the Company. As I described then, in summary, the Company is seeking under the Offer to raise up to 25 million (subject to increase or decrease by the Company) by the issue of up to 27,777,778 million new Shares at a price of 0.90 per Share. Under the terms of the Offer, the Company reserves, amongst other things, the right at its sole discretion to accept applications in excess of 25 million (but not in any case to exceed 35 million). On that basis, up to 27,777,778 Shares are issuable at the Issue Price pursuant to the Offer, which, should the discretion 5

6 to increase the size of the Offer to 35 million be exercised by the Board, may be increased to a maximum of 38,888,889 Shares. The Offer is conditional upon the passing, at the EGM, of Resolution 1, dis-applying statutory pre-emption rights in connection with implementation of the Offer. Under its terms, the Company s obligations under the Offer will be subject to fulfilment of the conditions to the Offer and to the Offer not being terminated by the Company and, accordingly, the Offer may not proceed. Subject to the passing of Resolution 1, as set out in the EGM Notice, and to the Offer not being terminated by the Company, it is expected that the Offer Shares will be issued on or around 22 September The Offer Shares will, when issued and fully paid, rank equally in all respects with the Existing Shares, including the right to receive all future dividends or other distributions declared. The One Share Option Scheme The Company also seeks approval for the introduction of the One Share Option Scheme (the Scheme ). The Scheme is intended to replace the company s current long term incentive schemes for executive directors and other executives. During 2014, the Remuneration Committee carried out a comprehensive review of management remuneration to ensure that the Company s arrangements were aligned with its business strategy and current best practice in Ireland. The Committee was advised by independent consultants, Towers Watson. Arising from that review, the Scheme has been designed to strengthen the link between individual reward and the Company s performance, and, in particular, to link reward to the delivery of increased shareholder value. The key reasons why the Remuneration Committee and the Board of One51 believe that the adoption of the Scheme is in the best interests of the Shareholders are: the Scheme aligns the interests of the executive directors and other executives with those of the Shareholders and supports the recruitment, retention and motivation of key staff; the Committee considers the performance conditions to be challenging and designed to incentivise the delivery of substantial increase in shareholder value and/or a liquidity event for Shareholders, with vesting requiring increase in both share price and earnings per share, and with no automatic early vesting on a liquidity event (vesting being dependent on the extent that the performance conditions had been met at that time); the Committee would note that, in order for the initial awards of options to vest fully, the Company s share price would, for example, have to have increased from 0.90 to approximately 1.37 per share over a three year period, a more than 50% increase; and the proposed Scheme is simple and transparent, featuring terms and conditions in line with corporate governance best practice, and can be readily understood by the executives, the Company and its shareholders. The maximum percentage of share capital which could be issued under the Scheme is limited, so that, over a period of 10 years, the aggregate number of Shares issuable under options granted under the Scheme and any other share scheme operated by the Company could not exceed 10% of the issued ordinary share capital of the Company. This represents a reduction in the number of Shares available for employee share schemes operated by the Company; the aggregate number of Shares issuable under such schemes over any ten year period under the Company s existing long term incentive arrangements is currently limited to 15% of the issued ordinary share capital of the Company. The Remuneration Committee has determined that such a reduction in the number of Shares available for employee share schemes, and the consequent limitation of potential share dilution, is in the best interests of Shareholders. There are currently approximately 4.7 million options over Shares outstanding under the Company s existing share option schemes. On that basis, on adoption of the new Scheme, approximately 10.6 million Shares would be available for option grants over a ten year period, representing approximately 6.7% of the Company s fully diluted share capital (assuming that approximately 27.8 million shares are issued by the Company under the Offer and taking account of those share options currently outstanding under the Company s existing share option scheme). The Remuneration Committee will determine the level 6

7 of initial awards to be granted following adoption of the Scheme having regard to the advice of its independent remuneration consultants, Towers Watson. The exercise price of an Option will be the market value of a Share at the date of grant and for initial awards granted in the 42 days after the adoption of the Scheme will be 0.90 per Share. The vesting of options granted will be determined by reference to performance conditions set by the Remuneration Committee. For the initial awards of options granted in the 42 days after the adoption of the Scheme, vesting will be conditional on satisfaction of both a share price performance condition and an earnings per share ( EPS ) performance condition, with vesting of up to 50% of the award determined by reference to share price growth over a three year performance period, and up to 50% of the award determined by reference to the cumulative compound growth in the Company s EPS during that period. Options would not vest unless the minimum vesting target was met under each condition. Under the Scheme, options may vest early if during the three year performance period one of a specified set of corporate events (including a change of control of the Company or an IPO) were to occur, but only if the share price performance condition and the EPS performance condition were then satisfied when calculated by reference to the proportion of the three year performance period which had then elapsed. Further details of these performance conditions and applicable targets are included in the summary of the terms of the Scheme set out in the Appendix to this letter. Under the Scheme, future grants of options would be subject to performance conditions considered by the Remuneration Committee to be no less challenging and aligned with the interests of shareholders. The Directors are seeking authority to be empowered to do all things that they consider necessary to implement the Scheme. A summary of the terms of the Scheme is set out in the Appendix to this letter. A copy of the Scheme is available at and may also be inspected (during normal business hours) at the registered office of the Company from the date of this letter to the conclusion of the EGM and at the place of the meeting itself for at least 15 minutes prior to and during the meeting. The Resolutions Resolution 1 disapplication of pre-emption rights in connection with the Offer Generally, Irish company law requires that, if the Directors are to allot new shares or other equity securities for cash (other than in connection with an employee share scheme), those shares must first be offered to shareholders in proportion to their existing holdings. The purpose of Resolution 1 (as set out in the Notice of EGM) is to dis-apply statutory pre-emption rights on the allotment of equity securities for cash pursuant to the Offer. The maximum number of Shares which could be issued pursuant to this Resolution is 38,888,889 Shares (assuming the Board exercises its discretion to increase the size of the Offer to 35 million and the Offer is fully subscribed) representing 23.6% of the Enlarged Share Capital. Under its terms, the Directors may exercise this authority in connection with the Offer only. If Resolution 1 is not passed at the EGM, the Offer will not proceed, the Offer Shares will not be issued and the proceeds of the Offer will not be available to the Company. Resolution 1 is a special resolution which requires the approval of not less than 75 per cent. of those Shareholders present and voting (in person or by proxy) at the EGM or, if a poll is called on the Resolution, the approval of not less than 75 per cent. of the votes cast at the EGM in order to be passed. For the purposes of section 24(5) of the 1983 Act, the Directors state that: (i) their reasons for recommending that Shareholders vote in favour of Resolution 1 are as stated in this Circular; (ii) the amount to be paid to the Company in respect of the allotment of each Offer Share is as stated in this Circular; and (iii) their justification of that amount is as set out in this Circular. 7

8 Resolution 2 adoption of the One Share Option Scheme The purpose of Resolution 2 (as set out in the Notice of EGM) is to approve and adopt the Scheme and to authorise the Directors to do all such things in accordance with applicable law as may be necessary or desirable to carry the Scheme into effect. Resolution 2 is an ordinary resolution which requires the approval by majority of those Shareholders present and voting (in person or by proxy) at the EGM or, if a poll is called on the Resolution, the approval by majority of the votes cast at the EGM, in order to be passed. Implementation of the Offer is not conditional on Resolution 2 being passed. Actions to be taken Your participation at the EGM is important for the Company, and I would encourage every shareholder to take part in the meeting, whether or not you have applied under the Offer or intend to participate in the Offer, either by attending the EGM or (if you are not able to attend) by casting your vote by proxy. You will find a Form of Proxy accompanying this circular for use in connection with the EGM. The Form of Proxy should be completed and returned as soon as possible to our Registrars, Computershare, at P.O. Box 954, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland and in any event, in order to be valid, so as to arrive not later than a.m. on 15 September The lodging of a Form of Proxy will not preclude a shareholder from attending and voting in person at the EGM. Recommendation The Board recommends that Shareholders vote in favour of the Resolutions as set out in the notice of the EGM. The Board believes that the Resolutions as set out in the Notice of EGM are in the best interests of the Company and its Shareholders as a whole, and the Board recommends that you vote in favour of the Resolutions, as the Directors intend to do in respect of their own shareholdings in the Company. Yours faithfully Denis Cregan Chairman 8

9 APPENDIX Summary of the principal terms of the One Fifty One plc 2014 Share Option Scheme (the Scheme ) Introduction The Scheme will be administered by the Remuneration Committee (the Committee ) of the Board of Directors (the Board ) of One Fifty One plc (the Company ). The Scheme provides for the Committee to grant options to acquire ordinary shares in the Company ( Shares ). The exercise price of an option will be the market value of a Share at the date of grant and for initial awards granted in the 42 days after the adoption of the Scheme will be 0.90 per Share. Eligibility Options may be granted, at the discretion of the Committee, to employees only, including Executive Directors, of the Company and its subsidiaries (the Group ), whose contribution can have a direct and significant impact on Group value or who the Company wishes to retain in anticipation of direct and significant contribution to Group value in the future, and to a small number of key support staff. Timing of grants Options may be granted during the period of 42 days following the adoption of the Scheme by Shareholders or, if the Shares are listed, the period of 42 days following the announcement of the Company s annual or half-yearly results. An option may also be granted outside these periods if the Committee considers that exceptional circumstances exist which justify the grant of the award at that time. Where the Shares are not listed, an option may be granted at such time as the Committee may in its absolute discretion determine. No awards may be granted more than ten years after the Scheme is adopted. Share capital limits No Shares may be made the subject of an option if it would result in the following limit being exceeded: in the ten years preceding any given day, the aggregate number of Shares issuable under options or awards granted under all share schemes operated by the Company shall not exceed such number as is equal to 10% of the issued ordinary share capital of the Company on that day. For the purpose of this limit, any Shares issued or which may be issued under any broadly based employee share scheme and any Shares subject to an award or option that has lapsed or expired or have been renounced or surrendered or has otherwise become incapable of vesting, will be disregarded. Initial grants On adoption, approximately 10.6 million Shares would be available for option grants under the Scheme, representing approximately 6.7% of the Company s fully diluted share capital (assuming that approximately 27.8 million shares are issued by the Company under the Offer and taking account of those share options currently outstanding under the Company s existing share option scheme). Vesting of awards and performance conditions Options will normally vest no earlier than the third anniversary of the award date and cannot be exercised later than the seventh anniversary of the award date. The vesting of options granted will be determined by reference to performance conditions set by the Committee. For the initial awards of options, vesting is conditional on satisfaction of both a share price performance condition and an earnings per share ( EPS ) performance condition. Up to 50% of the Shares subject to an option shall vest according to the share price performance condition. The extent to which the share price performance condition is satisfied shall be determined by reference to the cumulative compound growth in the price of a Share over a three year performance period in accordance with the following table: 9

10 Cumulative compound Share price growth Proportion of the total Option award vesting (subject to satisfaction of the minimum vesting target under the EPS performance condition) Below 7.5 percentage points 0% 7.5 percentage points 25% Between 7.5 and percentage points 25% % pro rata Between and 15 percentage points 37.5%-50% pro rata 15 percentage points or more 50% Up to 50% of the Shares subject to an option shall vest according to the EPS performance condition. The extent to which the EPS Performance Condition is satisfied shall be determined by reference to the cumulative compound growth in the Company s EPS during the Performance Period in accordance with the following table: Company s cumulative compound EPS growth Proportion of the total Option award vesting (subject to satisfaction of the minimum vesting target under the share price performance condition) Below 5 percentage points 0% 5 percentage points 25% Between 5 and 7.5 percentage points 25% % pro rata Between 7.5 and 10 percentage points 37.5%-50% pro rata 10 percentage points or more 50% Subject to the Rules of the Scheme, options would not vest unless the minimum vesting target was met under each performance condition. For the initial awards of options, in the event that during the three year performance period one of the change of control or other corporate events described below under Corporate event occurs, outstanding options shall vest if the share price performance condition and the EPS performance condition, when calculated by reference to the completed accounting periods comprised in the proportion of the three year performance period which has elapsed, are then satisfied. In the event that the performance condition is not so satisfied the Committee would have discretion to determine the extent that the performance condition had been met. No re-testing of the performance conditions is permitted. The Board may alter a performance condition subject to which an Option has been granted where there shall have occurred circumstances or an event which shall have caused the Committee reasonably to consider that the performance condition would not, without the alteration, achieve its original purpose and the Board shall act fairly and reasonably in making the alteration. The Committee may review the performance conditions for each future grant of options and may apply different conditions to future grants, provided that they remain no less challenging and are aligned with the interests of shareholders. Cessation of employment As a general rule, an option will lapse immediately if a participant ceases to be employed within the Group before the vesting of the award. However, if a participant ceases employment due to: death; injury or disability; redundancy; retirement; the company by which the participant is employed ceasing to be a member of the Group; the transfer of the undertaking or part-undertaking in which the participant is employed to an entity other than a member of the Group; or any other exceptional circumstance, at the discretion of the Committee, the Committee will determine the number of Shares which vest according to the extent that the performance conditions have been met as at the date of cessation. A participant must exercise his options within a period specified by the Committee which cannot exceed 10

11 6 months (or such other period as the Committee may determine) from the cessation date (12 months in the case of death). Corporate events If any of the following events arise: (i) a person obtains control of the Company as a result of making a general offer to shareholders; (ii) an application is made for a scheme of arrangement or a proposal is adopted for the reorganisation of the capital of the Company or for the reconstruction or amalgamation of the Company involving a material change in the nature of the Shares comprised in the awards; (iii) notice is given of a resolution for the voluntary winding-up of the Company; or (iv) a resolution is passed by the Board to seek admission of Shares for the first time to a stock exchange or other regulated market, the Committee will (subject to the provisions described above applicable to the initial grants of options) determine the number of Shares in respect of which each option vests according to the extent that performance conditions have been met and the length of the performance period which has elapsed or on such other basis as determined by the Committee. In the circumstances of one of the change of control or other events specified at (i) to (iii) of the preceding paragraph, the Committee will specify the period during which options may be exercised and thereafter they will lapse. In the case of a resolution having been passed by the Board seeking admission of the Shares to a stock exchange or other regulated market, options (other than options which have already vested or which would otherwise have vested in the ordinary course) may be exercised (to the extent of 60% of the Shares comprised in the options) at any time after notification to the participant of such resolution, (to the extent of a further 25% of the Shares comprised in the options) at any time after the first anniversary of admission, and (as to the balance of 15% of the Shares comprised in the options) at any time after 18 months from admission. In the event of a reconstruction or reorganisation or amalgamation which results in another company obtaining control of the Company, options may be exchanged for the grant of awards of substantially equivalent value over shares in the successor company. Adjustment of awards on a variation of share capital If there is a variation of the Company s share capital, including a capitalisation issue, rights issue or a sub-division, consolidation or reduction in the capital of the Company, a demerger of the Company or the payment of a special dividend by the Company, the number of Shares subject to an option and the option price (if any) of an option may be adjusted in such manner as the Committee considers fair and reasonable. Participants rights Options are not transferable, except to a participant s personal representatives on the participant s death. Prior to vesting a participant will have no rights over any Shares the subject of options awarded. A participant shall not become the beneficial owner of the Shares subject to his option until he has validly exercised the option. Until that date, the Participant shall not be entitled to any dividends (or other distributions made) and shall have no right to vote in respect of the Shares subject to his option. Unless expressly provided in his contract of employment, an eligible employee has no right to be granted an option. The benefit of participation in the Scheme will not form any part of an employee s remuneration for pension or any other purpose. Amendment of the Scheme The Board may from time to time amend the provisions of the Scheme, provided that the prior approval of the Company in general meeting is obtained for any amendments to the Scheme rules relating to the rules governing eligibility and the overall limit on the total number of Shares that may be the subject of awards under the Scheme over any 10-year period. The Board will also seek the approval of the Company s shareholders for any other amendment if such approval is necessary to comply with any applicable rules or regulations. The requirement for shareholders approval will not apply to any minor amendment which is necessary or desirable to benefit or facilitate the administration of the Scheme or to take account of a change in legislation or to obtain or maintain favourable taxation, exchange control or regulatory treatment in any territory of any member of the Group or any participant. 11

12 ONE FIFTY ONE PUBLIC LIMITED COMPANY (the Company ) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE is hereby given that an Extraordinary General Meeting of the Company will be held at The Westbury Hotel, Grafton Street, Dublin 2, Ireland on 17 September 2014 at a.m. to consider and if thought fit, pass the following resolutions: Resolution 1 (special resolution) THAT, without prejudice to any existing such power, the Directors of the Company be and are hereby empowered pursuant to section 24 of the Companies (Amendment) Act, 1983 (the 1983 Act ) to allot and issue equity securities (as defined by section 23 of the 1983 Act) for cash as if sub-section (1) of the said section 23 did not apply to any such allotment, provided that the power conferred by this resolution shall be limited to the allotment of equity securities up to an aggregate nominal amount of 388, for the purpose of implementing the Offer (as described in the Circular of the Company dated 22 August 2014 of which this notice forms a part). The power hereby conferred shall expire on 31 December 2014, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired. Resolution 2 (ordinary resolution) THAT the rules of the One Share Option Scheme (the Scheme ), a copy of which will be available for inspection immediately prior to the meeting and the key terms of which are summarised in the explanatory notes and Appendix to the Circular of the Company dated 22 August 2014 of which this notice forms part, be approved and adopted and that the Directors of the Company be authorised to do all such things in accordance with applicable law as may be necessary or desirable to carry the Scheme into effect. BY ORDER OF THE BOARD Registered Office: 151 Thomas Street Dublin 8 Susan Holburn Company Secretary Dated: 22 August 2014 NOTES: 1. A member entitled to attend and vote is entitled to appoint another person as his/her proxy to attend, speak and vote on his/her behalf. A proxy need not be a member of the Company. The deposit of an instrument of proxy will not preclude a member from attending and voting in person at the meeting. 2. A form of proxy is enclosed with this notice. To be effective, the form of proxy, duly completed and signed, together with any authority under which it is executed or a copy of such authority certified notarially or by a solicitor practicing in Ireland, must be deposited at the office of the Company s Registrars, Computershare Investor Services (Ireland) Limited, P.O. Box 954, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland or by post to Computershare Investor Services (Ireland) Limited (at the above address) to arrive not later than 48 hours before the time appointed for the holding of the meeting, or any adjournment thereof. 3. In the case of a corporation, the form of proxy must be either executed under seal or signed on its behalf by an officer or attorney, duly authorised. 4. The Company, pursuant to Regulation 14 of the Companies Act 1990 (Uncertificated Securities) Regulations 1996 (as amended) specifies that only those members registered in the register of members of the Company as at close of business on 15 September 2014 (or in the case of adjournment as at close of business on the day which falls two days prior to the date of the adjourned meeting) shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their names at the time. Changes to entries in the register after that time will be disregarded in determining the right of any person to attend and/or vote at the meeting. 12