Colt Group S.A. (the Company ) (Incorporated in Luxembourg, with registered number R.C.S. B )

Transcription

1 Important notice SHAREHOLDERS: PLEASE ENSURE THAT A DECLARATION OF PARTICIPATION IS RECEIVED NO LATER THAN 16 APRIL 2015 IN ORDER TO VOTE AT THE 2015 AGM - FAILURE TO DO SO WILL DISQUALIFY ANY VOTE YOU SUBMIT holders OF depositary interests in crest: you do not need to complete a declaration of participation For more information please read page 4 under Declaration of Participation (the Company ) (Incorporated in Luxembourg, with registered number R.C.S. B ) Directors: Registered Office: Olivier Baujard K2 Building Rakesh Bhasin Forte 1 Hugo Eales 2a rue Albert Borschette Sergio Giacoletto L-1246 Luxembourg Simon Haslam BP 2174, L-1021 Luxembourg This document is important and requires your immediate attention. Katherine Innes Ker If you are in any doubt as to the action you should take, you should consult an independent professional adviser. Lorraine Trainer Jennifer Uhrig If you have sold or transferred all of your registered holding of ordinary shares in, please forward this document and the accompanying Declaration of Participation and Form of Proxy or Form of Instruction to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares. Michael Wilens 25 March 2015 years. Holders of Depositary Interests in CREST do not need to complete this Declaration of Participation, and should lodge their Form of Instruction as in previous years. Dear Shareholder, Annual General Meeting of the Company to be held at 11:00hrs (Luxembourg time) on Thursday 30 April 2015 The Notice of the 2015 Annual General Meeting (AGM) resolving, among other things, to approve the consolidated and unconsolidated Financial Statements and Annual Accounts of the Company for the financial year ending 31 December 2014 is set out on the following pages of this document. In accordance with the Luxembourg Law of 24 May 2011 on the exercise of certain rights of shareholders in general meetings of listed companies, shareholders (who do not hold their shares in CREST) are required to make an active declaration if they wish to participate, whether by proxy or in person, at the AGM. The Declaration of Participation must be received by the Company by the record date, which for this year s AGM is Thursday 16 April 2015 at 24:00hrs (Luxembourg time). This is not a substitution for the Form of Proxy, and the procedure for lodging a Form of Proxy for shareholders (who do not hold their shares in CREST) will be the same as in previous Anthony Rabin Luxembourg law requires the Company to prepare both consolidated Financial Statements and Annual Accounts for the Group and Financial Statements and Annual Accounts for the Company on a stand-alone basis. For this reason shareholders have been sent two sets of Financial Statements and Annual Accounts bound into a single document and are invited to approve them in items numbered 1 to 5 of the business of the AGM. I am writing to give some background to the business being proposed. i. Item 6 Approval of the Directors Remuneration Report As usual, shareholders are invited to approve the Directors Remuneration Report which has been approved and adopted by the Board of Directors. The Remuneration Report has been prepared in accordance with the UK regime for reporting executive pay, introduced for the first time at the 2014 AGM. As a Luxembourg incorporated company, this regime does not 1

2 apply to the Company; however, the Directors are complying on a voluntary basis as a matter of good practice. At the 2014 AGM, shareholders separately approved the Directors Remuneration Policy (the Policy ), which will remain in force for a period of three years to the extent practicable. Accordingly, no separate vote on the Policy will be required at the 2015 AGM and the Policy is available for information purposes only, from page 80 to page 84 of the 2014 Annual Report. ii. Items 8 to 17 Election and re-election of Directors All of the current Directors will retire at the 2015 AGM in accordance with the Company s Articles of Association. All the retiring Directors, being eligible, will stand for election or reelection (as applicable) as Directors. It is proposed that Hugo Eales and Jennifer Uhrig, who were appointed by the Board of Directors with effect from 1 November 2014 and 1 January 2015, respectively, to fill the then current vacancies, be elected as Directors for the first time. As the Company has a controlling shareholder for the purposes of the UK Listing Rules, recent amendments to the UK Listing Rules require that the independent Directors be elected (or re-elected) by both the shareholders and the independent shareholders of the Company. The independent Directors being proposed for election (or re-election) are: Oliver Baujard, Sergio Giacoletto, Katherine Innes Ker, Anthony Rabin, and Lorraine Trainer. For the purposes of the UK Listing Rules, the independent shareholders of the Company are shareholders entitled to vote on the resolution, other than controlling shareholders. Therefore, in relation to each of resolutions 8, 11, 13, 14 and 15, the votes of both the shareholders as a whole and the independent shareholders will be counted. Accordingly, the votes of Fidelity related entities will not be included when counting the votes of the independent shareholders. Each of the relevant resolutions will be passed if the shareholders as a whole pass the resolution in question. However, each of the independent Directors have undertaken to resign as a Director with immediate effect in the event that a majority of the independent shareholders do not vote in favour of the resolution to elect or re-elect the Director in question. The UK Listing Rules provide that, in the event that the resolution to elect an independent Director is not approved by a majority of both the shareholders as a whole and the independent shareholders, the Company may propose a further resolution to elect (or re-elect) that Director between 90 and 120 days from the date of the original vote, in which case there will be no separate count of the votes of the independent shareholders and only the votes of the shareholders as a whole will be considered by the Company. Each independent Director to be elected (or re-elected) has confirmed that he or she has no existing or previous relationship, transaction or arrangement with the Company, its Directors or a controlling shareholder of the Company or any associate of a controlling shareholder of the Company. Biographical details of the Directors can be found on pages 44 and 45 of the 2014 Annual Report. All the Directors serving during 2014 and recommended for appointment or re-appointment were subject to rigorous performance evaluations and demonstrated that they remain committed to their roles as Directors and continue to be effective and valuable members of the Board of Directors (the Board ). Additionally, the Nomination Committee has concluded that Jennifer Uhrig, who joined the Board on 1 January 2015 as a non-independent Director, would add valuable experience to the Board. In relation to the independent Directors, the Nomination Committee has determined that each of them are independent for the purposes of the UK Corporate Governance Code. Additionally, here is a summary of suitability for the role: Olivier Baujard: Olivier was a former Chief Technology Officer at Deutsche Telekom AG, one of the world s leading integrated telecommunications companies. During his career, he has held a combination of technical, strategy and general management roles across leading telecoms and IT services groups in Europe. Rakesh Bhasin: Rakesh was previously President and Chief Executive of KVH Co. Ltd, formerly a Fidelity owned Asiafocused telecom and data centre services provider based in Tokyo and acquired by the Company in December Rakesh has substantial expertise of general management and the telecommunications and IT industries. His experience of leading international businesses is of significant value as CEO in driving future growth at Colt. Hugo Eales: Hugo was appointed as Colt s CFO on 1 November Hugo has held senior leadership roles in telecommunications and IT Services companies undergoing financial and operational transformation. Previous roles include Global Chief Financial Officer for BT Global Services. He has strong financial expertise and relevant experience of the telecommunications industry. Sergio Giacoletto: Sergio was Executive Vice President of Oracle Corporation, Europe, Middle East and Africa until December Over the years he has driven many business and organisational changes and has led large solution sales and services groups, enabling him to actively contribute to the strategy of the Company, as well as to review and monitor the operational aspects. Simon Haslam: Simon is Chairman of the Moonray Investors division of FIL Limited. He is a Director of FIL Limited and of various of its subsidiaries. Simon has wide experience in the financial services industry and substantial financial expertise. He is a Fellow of the Institute of Chartered Accountants. Katherine Innes Ker: Katherine is Chairman of the Board of Mortgage Advice Bureau (Holdings) Plc. She is also Senior Independent Director at Go-Ahead Group plc and Tribal Group plc and is chair of the Remuneration Committee at each company. She is also a member of their Audit and Nomination Committees. Previously Katherine also served on the Boards of S&U plc, ITV Digital and Fibernet Group. Prior to her NED portfolio career, Katherine was a senior city analyst. She brings extensive experience at Board level. 2

3 Anthony Rabin: Anthony was Deputy Chief Executive and formerly Chief Financial Officer of Balfour Beatty plc before retiring in His skills of strategic planning and finance, together with his knowledge of governance and risk, are of significant value to Colt as it develops plans for growth. He is a Fellow of the Institute of Chartered Accountants in England and Wales. Lorraine Trainer: Lorraine is a Non-Executive Director at Essentra plc and is Senior Independent Director at Jupiter Fund Management plc. In both companies she chairs the Remuneration Committee and is a member of their Audit and Nomination Committees. She also served on the Board of Aegis Group plc where she was Chairman of their Remuneration Committee. She has wide experience in Board-level succession planning, organisation development and people strategy. She brings extensive non-executive director experience. Jennifer Uhrig: Jennifer was appointed to the Board as Non-Executive Director on 1 January She was a senior portfolio manager at Fidelity Investments, where she began her career as the Telecommunications analyst in the Equity Group in Since retiring from money management in 2009, she has served in an advisory role at FMR and now sits on the boards of Geode Capital Management and Forum Pharmaceuticals, two Fidelity affiliates. Jennifer brings extensive knowledge and experience in finance, global communication services and technology. Michael Wilens: Michael has served as President of both Fidelity s Asset Management division and Fidelity s Enterprise Technology and Operations Division. He has extensive experience in financial services, information and technology businesses, which are of significant value to Colt as it seeks higher growth in the coming years. Each Director re-elected or elected will hold office until the AGM due to be held in 2016 or until they cease to be a Director in accordance with the Company s Articles of Association, by operation of law or until they resign. The letters of appointment of Non-Executive Directors will be available for inspection at the Company s registered office from 25 March 2015 to the end of the AGM. iii. Items 18 and 19 Re-appointment of auditor Shareholders will be asked to grant discharge to the auditor (item 18). Shareholders will further be asked to confirm the reappointment of PricewaterhouseCoopers Société coopérative as the Company s auditor until the conclusion of the next AGM to be held in 2016 and to grant authority to the Directors to determine the auditor s remuneration (item 19). iv. Item 20 Authority to purchase the Company s ordinary shares This resolution will grant the Company authority to make market purchases of ordinary shares in the capital of the Company. It is proposed that the Company should be authorised to purchase up to 89,517,432 ordinary shares representing up to 10% of the current issued ordinary share capital of the Company. The Directors have no current intention to exercise this authority but consider it advantageous for the Company to be in a position to make such purchases, if appropriate. Purchases will only be made on the London Stock Exchange at a price which is no more than 5% above the average middle market quotations for the ordinary shares (as taken from the London Stock Exchange Daily Official List for the five business days preceding the date of purchase) and at a price which is not less than 0.50 per ordinary share. Such purchases will only be made if, in the opinion of the Directors, it is in the best interests of the Company and the shareholders generally to do so and the purchases would result in an increase in earnings per share. Once purchased by the Company, ordinary shares will either be held in treasury or cancelled as issued shares. This authority will expire 15 months after the conclusion of the 2015 AGM. As at 25 March 2015, there were 9,652,893 non-vested shares or outstanding options granted by the Company to subscribe for ordinary shares in the capital of the Company. This represented 1.08% of the issued share capital of the Company (exclusive of any shares held in treasury) and will represent 1.20% of the issued share capital (exclusive of any shares held in treasury) if the full authority to buy back ordinary shares is used. v. Item 21 Share capital and pre-emptive issues of shares The Company is subject to Luxembourg company law. In common with the articles of association of other Luxembourg public limited companies, the Company s Articles of Association provide full power to the Board to issue shares on a non-pre-emptive basis. Under Luxembourg law there is no requirement to request authority from shareholders to issue shares on a non-pre-emptive basis, to the extent that the Board complies with the requirements expressed in the Company s Articles of Association. At the time that a Luxembourg public company increases its authorised share capital, the Directors are also granted the authority to allot shares on a non pre-emptive basis. If the Articles of Association did not contain such a power, the Company would be required to seek shareholder approval to increase its authorised share capital and grant the Directors authority to allot shares and waive pre-emption rights each time it wanted to issue shares (e.g. on the exercise of options). Given that option holders exercise their options on a frequent basis, this alternative is considered unworkable by the Company. 3

4 To mitigate concerns, however, the Board has confirmed that, as a matter of policy, it intends to comply with the Pre-Emption Guidelines issued by the Investment Association and the National Association of Pension Funds to the extent practical for a Luxembourg company. This resolution will acknowledge this policy. vi. Item 22 Renewal and Amendment of the Company s Share Grant Plan The Share Grant Plan (the Share Grant Plan ) was adopted in The Rules of the Share Grant Plan (the Rules ) currently provide that awards may not be granted after 28 April The Remuneration Committee considers it important to continue to be able to offer long-term incentives to executives and other eligible employees. The Company therefore proposes to extend the life of the Share Grant Plan so that awards may continue to be granted until 30 April The Company also intends to update the Rules, although the operation of the Share Grant Plan will remain substantially the same. The main amendments proposed are as follows: Holding period The current Rules allow the Remuneration Committee to impose conditions or restrictions on an award but do not contain an express power to specify a holding period within which a participant cannot dispose of any vested shares he may hold. It is proposed that the Rules be amended to allow the Remuneration Committee to impose such a holding period if it chooses to do so. Clawback/malus The current Rules do not contain clawback or malus provisions. Instead, awards are subject to the Company s policy of requiring clawback or malus to apply in the event of material financial misstatement or gross misconduct. It is proposed now to include clawback and malus provisions in the updated Rules, which will operate in similar circumstances. This will automatically make all future awards subject to these requirements. Adjustment of performance criteria The Rules currently provide that if the Company acquires an asset for shares, the Remuneration Committee has discretion to adjust the performance conditions applying to outstanding awards. However, if the Company acquires an asset for cash, the Remuneration Committee must, before doing so, consult major shareholders and/or representative organisations of major institutional shareholders however minor the adjustment and even if the adjustment is to make the conditions harder to achieve. It is proposed to remove this requirement always to consult in relation to acquisitions of assets for cash. Any change to performance conditions must, however, still result in the new or alternative conditions being no less challenging than those which they replace. Other In addition, minor changes are proposed to provide greater flexibility in operating the Share Grant Plan and to simplify and clarify the Rules. Your Directors believe that the proposed amendments are aligned with shareholders interests. A copy of the Rules, showing the proposed amendments, will be available for inspection at the Company s registered office, K2 Building, Forte 1, 2a rue Albert Borschette, L-1246 Luxembourg, Grand- Duchy of Luxembourg from today until the date of the AGM, and from 15 minutes before the start of the AGM until the conclusion of the AGM. In addition, a summary of the principal terms of the Share Grant Plan, including the proposed amendments, can be found as an Appendix to this Notice. Recommendation Your Directors believe that all the proposed resolutions are in the best interests of Shareholders as a whole and recommend you to vote in favour of them as they themselves intend to do in respect of their own beneficial shareholdings of 1,591,594 ordinary shares of 0.50 each (representing approximately 0.18% of the current issued ordinary share capital of the Company). Declaration of Participation Please remember that in order to be able to participate in the 2015 AGM, a Declaration of Participation must be received no later than 24:00hrs (Luxembourg time) on Thursday 16 April This formality is required under Luxembourg Law. The registration of the appointment of a proxy shall not be considered to be a Declaration of Participation, and Shareholders should also submit a Form of Proxy in the usual way. Failure to provide a Declaration of Participation to the Company by the specified time will disqualify any vote you submit, whether in person or by proxy. The Notes to the Notice explain these actions in more detail. Holders of depositary interests in CREST You do not need to complete a Declaration of Participation and should submit a Form of Instruction in the usual way, in accordance with the instructions in the Notes to the Notice. Voting procedure Whether or not you are able to attend the 2015 AGM, you are kindly requested to register the appointment of a proxy or voting instructions, as appropriate. The Notes to the Notice explain these actions in more detail. The appointment of a proxy should be registered by shareholders as soon as possible but, in any event, must be received by the Company s registrar, Computershare Investor Services (Jersey) Limited, c/o Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom, no later than 11:00hrs (Luxembourg time) on Tuesday 28 April Registering the appointment of a proxy will not preclude you from attending the 2015 AGM and voting in person, should you so wish (provided that you have completed and returned a Declaration of Participation as described above). 4

5 If you hold Depositary Interests in CREST, voting instructions should be transmitted as soon as possible but, in any event, must be received by Computershare Investor Services PLC, whose address for this purpose is Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom, no later than 11:00hrs (Luxembourg time) on Monday 27 April If you hold Depositary Interests in CREST, you have the right to be present and to speak at the AGM but you have no right to vote or exercise other shareholder rights in person. Yours faithfully Simon Haslam / Chairman 5

6 Notice of the 2015 Annual General Meeting (AGM) Notice is hereby given that the Annual General Meeting of will be held at K2 Building, Forte 1, 2a rue Albert Borschette, L-1246, Luxembourg on Thursday 30 April 2015 starting at 11:00hrs (Luxembourg time) to consider and to vote upon the following items.. AGENDA Annual General Meeting* 1. To receive the Reports of the Board of Directors on the consolidated and unconsolidated Financial Statements and Annual Accounts of the Company for the financial year ended 31 December To receive the consolidated and unconsolidated Financial Statements and Annual Accounts of the Company for the financial year ended 31 December 2014 and the Auditor s Reports thereon. 3. To approve the consolidated Financial Statements and Annual Accounts of the Company for the financial year ended 31 December To approve the unconsolidated Financial Statements and Annual Accounts of the Company for the financial year ended 31 December To approve the results of the Company for the financial year ended 31 December 2014 by allocation of the annual net loss to the carry forward account. 6. To approve the Directors Remuneration Report for the financial year ended 31 December To discharge the Directors for the financial year ended 31 December To re-elect Olivier Baujard, who is 58 years of age, as a Director until the Annual General Meeting resolving on 9. To re-elect Rakesh Bhasin, who is 52 years of age, as a Director until the Annual General Meeting resolving on 10. To elect Hugo Eales, who is 48 years of age, as a Director until the Annual General Meeting resolving on the financial statements for the financial year ended 11. To re-elect Sergio Giacoletto, who is 65 years of age, as a Director until the Annual General Meeting resolving on 12. To re-elect Simon Haslam, who is 57 years of age, as a Director until the Annual General Meeting resolving on 13. To re-elect Katherine Innes Ker, who is 54 years of age, as a Director until the Annual General Meeting resolving on 14. To re-elect Anthony Rabin, who is 59 years of age, as Director until the Annual General Meeting resolving on 15. To re-elect Lorraine Trainer, who is 63 years of age, as Director until the annual general meeting resolving on the financial statements for the financial year ended 16. To elect Jennifer Uhrig, who is 54 years of age, as Director until the Annual General Meeting resolving on 17. To re-elect Michael Wilens, who is 61 years of age, as Director until the Annual General Meeting resolving on 18. To discharge the auditor for the financial year ended 31 December To re-appoint PricewaterhouseCoopers Société coopérative as auditor of the Company, to hold office until the Annual General Meeting resolving on the financial statements as for the financial year ended 31 December 2015 and to authorise the Directors to determine the remuneration of the Auditor. 20. To resolve that the Company be and is hereby generally authorised to make market purchases of its ordinary shares of 0.50 each on the London Stock Exchange, in conformity with the conditions set out under Article 49-2 of the Law of 10 August 1915 on Commercial Companies, as amended and subject to the following conditions: (a) the maximum aggregate number of ordinary shares which may be purchased is 89,517,432; and (b) ordinary shares may not be purchased on the London Stock Exchange at a price which is more than 5% above the average of the middle market quotations for the ordinary shares as taken from the London Stock Exchange Daily Official List for the five business days preceding the date of purchase or at a price which is less than 0.50 per ordinary share; and * The age of the directors indicated is as of the date of the notice 6

7 Notice of the 2015 Annual General Meeting (AGM) (c) the authority to purchase conferred by this resolution shall expire no later than 15 months from the date of the conclusion of the 2015 Annual General Meeting of the Company, save that the Company may before such expiry enter into a contract of purchase under which such purchase may be completed or executed wholly or partly after the expiration of this authority. 21. To confirm that the Directors have full power to issue shares on a non-pre-emptive basis as provided by the Company s Articles of Association and to acknowledge the Directors intention to comply with the Pre-Emption Guidelines issued by the Investment Association and the National Association of Pension Funds to the extent practical for a Luxembourg company. 22. To approve and adopt amendments to the Rules of the Share Grant Plan summarised in the Notice of this Meeting and set out in the document containing the Rules, a copy of the amended Rules which will be produced to the Meeting and signed by the Chairman for the purpose of identification. By Order of the Board Caroline Griffin Pain / Company Secretary Registered Office: K2 Building, Forte 1 2a rue Albert Borschette L-1246 Luxembourg 25 March 2015 Please read the Notes to the Notice of the 2015 Annual General Meeting on the following pages of this document. 7

8 Notes to the Notice of the 2015 Annual General Meeting (AGM) 1 Record date To have the right to attend and to vote at the 2015 AGM (and also for the purpose of calculating how many votes a person can cast) a shareholder must have his/her name entered on the Register of Shareholders as at 24:00hrs (Luxembourg time) on Thursday 16 April Changes to the Register after this time will be disregarded in determining the rights of any person to attend or to vote at the Meeting. 2 Declaration of Participation Shareholders must submit their Declaration of Participation for the AGM to the Company by 24:00hrs (Luxembourg time) on Thursday 16 April Your vote, whether in person or by proxy, will not be accepted if you do not provide the Company with your declaration of participation within the aforementioned time frame. Holders of Depositary Interests in CREST do not need to complete a Declaration of Participation. 2.1 Electronic communications The other documents and information relating to the 2015 AGM are available on the Colt website from a period commencing on the date of publication of the convening notice to the 2015 AGM, and ending no earlier than after closing of the 2015 AGM. These documents include: - Consolidated Financial Statements and Annual Accounts - Stand-alone Financial Statements and Annual Accounts - Form of Declaration of Participation - Form of Proxy - Proposed amendments to the Rules of the Share Grant Plan These documents will also be sent electronically to those shareholders who have provided the Company with an address. 3 Total voting rights As at 24 March 2015 (being the last business day prior to the publication of this notice) the Company s issued share capital consists of 895,174,323 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 24 March 2015 is 895,174, Poll All items in the Notice of the 2015 AGM will be decided by a poll of shareholders. A resolution at the 2015 AGM will be adopted by a simple majority of the votes validly cast without quorum requirement. 5 Agenda In accordance with the Articles of Association, one or more shareholders who together hold at least 5% of the Company s subscribed capital may request that one or more additional items are put on the agenda at any general meeting of the Company. Any such request must be sent to the Company s registered office by registered mail (Attn.: Caroline Griffin Pain) or per (companysecretariat@colt.net), at least twenty-two days before the meeting. 6 Appointment of proxies by shareholders (who do not hold their shares in CREST) 6.1 Eligibility This facility is only open to shareholders (who do not hold their shares in CREST). 6.2 Any shareholder entitled to attend and to vote at the 2015 AGM may appoint one or more proxies to attend, to speak and to vote instead of him/her provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. 2.2 Mail communications Shareholders who have opted for hard copies will receive them by standard mail and the Declaration of Participation accompanies this notice. The original should be returned to the following address: Computershare Investor Services (Jersey) Limited c/o Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZY United Kingdom 6.3 Any person to whom this Notice is sent who is a person nominated 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 2015 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. 8

9 Notes to the Notice of the 2015 Annual General Meeting (AGM) 6.4 Method The appointment of a proxy may be registered by using the paper Form of Proxy enclosed (see below) or electronically (see below). 6.5 Deadline To be effective, the appointment of a proxy must be registered with Computershare no later than 11:00hrs (Luxembourg time) on Tuesday 28 April Attendance Registering the appointment of a proxy will not preclude a shareholder from attending the 2015 AGM and voting in person provided that the shareholder has submitted a Declaration of Participation in accordance with the procedure outlined above. Any shareholder or the proxyholder of a shareholder attending the meeting has the right to ask questions relating to the business being dealt with at the meeting. of such authority certified by a notary, no later than 11:00hrs (Luxembourg time) on Tuesday 28 April Electronic proxy appointment via To use the website the shareholder will first need the Control Number located on the front of the Proxy form, as well as the shareholder reference number (SRN) and PIN number shown on the Proxy form enclosed. Alternatively, if the shareholder has registered with Computershare s on-line portfolio service, he/she can appoint his/her proxy by logging on to his/her portfolio via the Computershare website and clicking on Shareholder Services Full instructions on the procedure to appoint a proxy electronically are available on the Computershare website. 6.7 Paper Form of Proxy The shareholder may appoint someone other than the Chairman of the Meeting as his/her proxy. In this case, the full name and address of the proxy to be appointed should be written within the box. The change must be initialled The shareholder may indicate how the proxy is to vote on the matters to be proposed at the meeting by ticking the appropriate box alongside each item. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. In the absence of any tick, the proxy may vote or abstain from voting as he/she thinks fit and, unless instructed otherwise, the proxy may also vote or abstain from voting as he/she thinks fit on any other business (including amendments to resolutions) which may properly come before the meeting The paper Form of Proxy must be signed and dated by the shareholder or his/her attorney duly authorised in writing. If the shareholder is a company, it may execute by its common seal or the signature of an officer, attorney or other person authorised to sign it. In the case of joint holdings, any one holder may sign In the case of joint holdings, the vote of the senior joint holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the Register of Members in respect of the joint holding To be valid, the paper Form of Proxy must be completed and lodged with the Company s registrar, Computershare Investor Services (Jersey) Limited, c/o Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom, together, if applicable, with the power of attorney or other authority under which it is signed or a copy To be valid, the electronic proxy appointment must be lodged with the Company s registrar, Computershare Investor Services PLC, no later than 11:00hrs (Luxembourg time) on Tuesday 28 April An electronic proxy appointment will not be accepted if found to contain a computer virus. 7 Voting instructions from holders of Depositary Interests in CREST 7.1 Eligibility This facility is only open to holders of Depositary Interests in CREST. 7.2 Method Voting instructions may be registered by using the paper Form of Instruction enclosed (see 7.5 below) or electronically (see 7.6 below). 7.3 Deadline To be effective, voting instructions must be registered with Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom, no later than 11:00hrs (Luxembourg time) on Monday 27 April Attendance Holders of Depositary Interests in CREST have the right to be present and to speak at the 2015 AGM (including asking questions relating to the business being dealt with at the meeting) but have no right to vote or exercise other shareholder rights in person. However, should the holder or a representative of that holder wish to vote at the meeting, they must notify the Depositary in writing or by telephone +44 (0) , who will arrange the issuance of a Letter of Representation. 9

10 Notes to the Notice of the 2015 Annual General Meeting (AGM) 7.5 Paper Form of Instruction Holders of Depositary Interests in CREST may direct Computershare Company Nominees Limited ( Computershare Nominees ) to vote on their behalf at the 2015 AGM by completing and returning the enclosed Form of Instruction The Depositary Interest holder may indicate how Computershare Nominees is to vote on the matters to be proposed at the 2015 AGM by ticking the appropriate box alongside each item. A vote withheld is not a vote in law, which means that the vote will not be counted in the votes for or against a resolution The paper Form of Instruction must be signed and dated by the Depositary Interest holder or his/her attorney duly authorised in writing. If the Depositary Interest holder is a company, it may execute by its common seal or by the signature of a duly authorised officer, attorney or person. In the case of joint holdings, any one holder may sign In the case of joint holdings, the vote of the senior joint holder who tenders voting instructions will be accepted to the exclusion of the voting instructions of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the Depositary Interest Register in respect of the joint holding To be valid, the paper Form of Instruction must be completed and lodged with the Company s registrar, Computershare Investor Services PLC, whose address is Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom, together, if applicable, with the power of attorney or other authority under which it is signed or a copy of such authority certified by a notary, no later than 11:00hrs (Luxembourg time) on Monday 27 April Electronic voting instructions via the CREST voting service Holders of Depositary Interests in CREST may transmit voting instructions by utilising the CREST voting service in accordance with the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take appropriate action on their behalf In order for instructions made using the CREST voting service to be valid, the appropriate CREST message (a CREST Voting Instruction ) must be properly authenticated in accordance with Euroclear UK & Ireland s specifications and must contain the information required for such instructions, as described in the CREST Manual (available via com/crest) To be effective, the CREST Voting Instruction must be transmitted so as to be received by the Company s agent (3RA50) no later than 11:00hrs (Luxembourg time) on Monday 27 April For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the CREST Voting Instruction by the CREST applications host) from which the Company s agent is able to retrieve the CREST Voting Instruction by enquiry to CREST in the manner prescribed by CREST Holders of Depositary Interests in CREST 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 messages. Normal system timings and limitations will therefore apply in relation to the transmission of CREST Voting Instructions. It is the responsibility of the Depositary Interest concerned to take (or, if the Depositary Interest holder is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that the CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a CREST Voting Instruction is transmitted by means of the CREST voting service by any particular time. In this connection, Depositary Interest holders and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings The Company may treat as invalid a CREST Voting Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations Communication Except as provided above, members who have general queries about the 2015 AGM should call the Company Secretary on +44 (0) or them at companysecretariat@colt.net. You may not use any electronic address provided either in this Notice or any related documents (including the Chairman s letter and proxy form) to communicate with the Company for any purposes other than those expressly stated. 10

11 Appendix Summary of the Share Grant Plan The Rules of the Share Grant Plan, including proposed amendments, are summarised below. Details of how the Share Grant Plan will be operated for Executive Directors are set out in the Directors Remuneration Policy, available in the Company s 2014 Annual Report on page Eligibility Employees and Executive Directors of the Company and its subsidiaries are eligible to participate in the Share Grant Plan provided that they are not within six months of the expected date of retirement. 2. Grant of awards The Remuneration Committee of the Company (the Committee ) decides who will participate in the Share Grant Plan. The Committee has discretion to make awards over Company shares or to grant awards which will be satisfied only in cash or other assets. No awards may be granted after 30 April Performance conditions The receipt of shares on the vesting of an award will be subject to performance conditions set by the Committee at the time of grant which will normally be tested over at least three financial years. The Committee will ensure that conditions are both challenging and stretching, and clearly linked to the achievement of appropriate financial and/or non-financial targets. Different conditions may be set for different parts of any performance period. The Committee may vary the conditions if it sees fit, provided that the new condition is no less challenging than the existing condition. The Committee may adjust the proportion of the award which vests by up to 20% either way, depending on the Committee s view of the overall performance of the Company, provided that this adjustment cannot increase the number of shares or amount due beyond the amount comprised in the original award. If performance conditions are not met by a set date, the award will lapse. 4. Individual limits The total of all awards made to any participant in any financial year are subject to a limit of 350% of base salary. This limit can be exceeded if the Committee determines that there are exceptional circumstances which justify an increase. 5. Plan limits In any rolling 10 year period, the total number of shares over which awards may be granted under the Share Grant Plan, when added to the total number of shares issued or issuable under: (i) the Share Grant Plan and all other employees share plans operated by the Company cannot exceed 10% of the Company s issued ordinary share capital; and (ii) the Share Grant Plan and all other discretionary share schemes operated by the Company cannot exceed 5% of the Company s issued share capital. These limits do not include awards which are incapable of exercise (whether through lapse, cancellation or otherwise); are expected to be satisfied by the transfer of shares other than treasury shares; or are to be settled by cash. 6. Vesting of awards Awards which are granted as core awards generally vest after three years. Awards which are granted as enhanced awards generally vest in thirds on the third, fourth and fifth anniversary of grant. However, awards only vest to the extent performance conditions are met. If the Committee awards shares, it may, instead of transferring or issuing those shares, pay a cash amount equal to their value. 7. Holding periods The Committee can impose a holding period on any participant requiring vested shares to be held for a period after they vest. 8. Clawback/malus The Committee may forfeit or reduce the number of shares in an unvested award or recover all or part of a vested award in certain circumstances, including (i) where a material error is identified in the Company s financial statements so that a restatement is required and that error led to an award being granted or vesting over a greater number of shares than it would otherwise have done; or (ii) the individual caused a material loss or material reputational damage to Colt as a result of reckless, negligent or wilful action; or (iii) the individual was guilty of serious misconduct that would justify his summary dismissal. 9. Leaving employment If a participant leaves employment or ceases to hold office for any reason, the award will lapse unless the Committee, having regard to the reason for leaving and the period of time since the award was granted, determines otherwise. 10. Pensionability Neither the award nor any benefits arising from an award are treated as being pensionable. 11. Takeovers, change of control and reorganisations Awards can be exchanged for new awards on a comparable basis (or a different basis if the participant agrees) or will vest early if there is a change of control, takeover or a resolution/ order made for winding-up. The extent to which any award vests will be determined by the Committee, based on the extent to which the performance conditions have been achieved and the period of time since the date the award was made. 12. Adjustments and variation of share capital In the event of any variation to share capital or acquisition or disposal of an asset in exchange for equity, the Committee may adjust any performance conditions, the number of shares comprised in an award or any other aspect of the Share Grant Plan which the Committee considers it reasonable to adjust. 13. Amendments The Committee may amend the Share Grant Plan from time to time in any way. However, amendments require: (i) shareholder consent where there is a change to: eligibility; equity dilution; individual limits; and adjustments following variation of share capital or acquisitions or disposals of assets for equity (unless such change is minor and benefits administration of the Share Grant Plan; takes account of a change of law; or is required to obtain or maintain favourable tax, exchange control or regulatory treatment for either participants or group companies); and (ii) consent of the affected participant, or a majority of affected participants, if the amendment would materially affect their subsisting rights. 11

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