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 Ordinary Shares in One Fifty One Public Limited Company (the Company ), please pass this document, together with the enclosed proxy form, 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 ) Notice of 2014 Annual General Meeting
Directors: One Fifty One plc (Incorporated in Ireland with limited liability under the Companies Acts 1963 to 2012. Registered no. 385948) Registered Office: 151 Thomas Street, Dublin 8 Denis Cregan (Chairman) Alan Walsh* Pat Dalton* Paul Carroll Guy Hallifax Rose Hynes Geoff Meagher *Executive Director Company Secretary: Susan Holburn 29 April 2014 One Fifty One plc ( One51 or the Company ) - Annual General Meeting 2014 Dear Shareholder I enclose Notice of of the the Annual General Meeting of the of Company the Company (the AGM ) (the AGM ) together together with the with One51 the 2013 One51 Annual 2013 Report Annual including Report Financial and invite Statements you to join and me invite on Monday, you to join 26 me May on 2014 Monday, at 326 p.m. May at 2014 The Westbury at 3pm at The Hotel, Westbury Grafton Hotel, Street, Grafton Dublin. Street, Dublin. The following outlines the resolutions to be proposed at the forthcoming Annual General Meeting: Ordinary Business Resolution 1 receipt and consideration of the financial statements This is an ordinary resolution to receive and consider the financial statements for the year ended 31 December 2013. The Directors will present at the AGM the financial statements including the directors and auditors reports. Resolution 2(a) and 2(b) election of Mr Guy Hallifax and Mr Alan Walsh as Directors These are ordinary resolutions to consider the election of Mr Guy Hallifax and Mr Alan Walsh who are retiring in accordance with Article 101 of the Articles of Association of the Company and who being eligible have offered themselves for re-election. Guy Hallifax (55) was appointed to the Board on 22 November 2010 and is Chairman of the Remuneration Committee. Guy is Director of Mergers and Acquisitions at The Co-operative Group in the UK, the largest consumer co-operative in the world with sales in excess of 13 billion and more than 5.5 million members. Guy is a Chartered Accountant with more than 20 years of mergers and acquisitions experience in public and private companies, as well as private equity. Alan Walsh (37) (ACA, AITI) was appointed to the Board on 16 September 2009. In November 2011, Alan was appointed as Chief Executive Officer, having served since 1 July 2011 as interim Chief Executive Officer. Prior to that he was the Chief Financial Officer of the One51 Group from July 2009. Alan qualified as a Chartered Accountant with KPMG and subsequently worked with Matheson Ormsby Prentice and AXIS Capital. He graduated from University College Dublin with a degree in International Commerce. Alan is a member of the Nomination Committee and is also a Non-Executive Director of NTR plc and Pioneer Green Energy LLC. Resolution 3 Auditors remuneration The Directors are seeking to renew their authority to fix the remuneration of the Auditors for the year ending 31 December 2014. Resolution 3 is an ordinary resolution. Special Business Resolution 4 Directors power to allot shares Shareholders are being asked to renew the Directors authority to allot and issue relevant securities (essentially Ordinary 2
Shares in the Company). In line with corporate governance best practice, this authority will be limited to the allotment of up to an aggregate amount of 418,903 in nominal value of relevant securities (being approximately one third of the nominal value of the Company s issued ordinary share capital as at 25 April 2014). If adopted, this authority will expire on the earlier of the close of business on 26 August 2015 and the date of the annual general meeting of the Company in 2015. Resolution 4 is an ordinary resolution. Resolution 5 Dis-application of pre-emption rights Shareholders are also being asked to renew the Directors authority to dis-apply statutory pre-emption provisions in the event of a rights issue or other pro rata offer of equity securities to shareholders or other issue of equity securities for cash up to an aggregate nominal value of 62,836 (representing approximately 5% of the Company s issued ordinary share capital as at 25 April 2014). If adopted, this authority will expire on the earlier of the close of business on 26 August 2015 and the date of the Annual General Meeting of the Company in 2015. Resolution 5 is a special resolution requiring the approval by 75% of the votes cast by shareholders voting in person or by proxy at the AGM. Action to be taken Your participation at the AGM is important for the Company, and I would encourage every shareholder to take part in the meeting, either by attending the AGM or (if you are not able to attend) by casting your vote by proxy. You will find a Form of Proxy accompanying this document for use in connection with the AGM. The Form of Proxy should be completed and returned as soon as possible to our Registrars, Computershare Investor Services (Ireland) Limited, 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 33pm p.m. on on Saturday, 24th May 2014. The lodging of a Form of of Proxy will will not not preclude a a shareholder from from attending attending and and voting in person at the AGM. Recommendation The Directors believe that the resolutions to be proposed at the AGM, as set out in the attached Notice, are in the best interests of the Company and its shareholders. Accordingly, the Directors recommend that you vote in favour of these resolutions, as they intend to do in respect of their own shareholdings in the Company. Yours faithfully Denis Cregan Chairman
ONE FIFTY ONE PUBLIC LIMITED COMPANY NOTICE OF ANNUAL GENERAL MEETING NOTICE is hereby given that the Annual General Meeting of the Company will be held at The Westbury Hotel, Grafton Street, Dublin on Monday, 26 May 2014 at 3pm 3 p.m. for for the the following purposes: Ordinary Business:- 1. As an ordinary resolution (Resolution 1) To receive and consider the Financial Statements for the year ended 31 December 2013 and the reports of the Directors and Auditors thereon. 2. As ordinary resolutions (Resolutions 2(a) and 2(b)) To re-elect the following who retire in accordance with Article 101 of the Articles of Association and being eligible offer themselves for re-election (as separate resolutions):- (a) (b) Mr Guy Hallifax; and Mr Alan Walsh. 3. As an ordinary resolution (Resolution 3) To authorise the Directors to fix the remuneration of the Auditors for the year ending 31 December 2014. 4. As an ordinary resolution (Resolution 4) That the Directors be and they are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot relevant securities (within the meaning of section 20 of the Companies (Amendment) Act 1983) up to an aggregate nominal amount of 418,903. The authority hereby conferred shall expire at the earlier of the close of business on the date of the next annual general meeting of the Company after the passing of this resolution and the date which is 15 calendar months after the passing of this resolution, unless previously renewed, varied or revoked by the Company in accordance with the provisions of the Companies (Amendment) Act 1983 save that the Company may make an offer or agreement before the expiry of this authority which would or might require relevant securities to be allotted or issued after this authority has expired and the Directors may allot and issue relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired. 5. As a special resolution (Resolution 5) That, subject to the passing of Resolution 4 above, the Directors be and they are hereby empowered, pursuant to Article 8(b) of the Articles of Association and sections 23 and 24(1) of the Companies (Amendment) Act 1983, to allot equity securities (as defined by section 23 of that Act) for cash pursuant to the authority conferred on the Directors by Resolution 4 above as if Sub-section 1 of section 23 of that Act did not apply to any such allotment provided that this power shall be limited to: (a) (b) the allotment of equity securities (including without limitation any shares purchased by the Company and held as treasury shares) in connection with any offer of such securities open for a period fixed by the Directors by way of rights, open offer or otherwise to (i) ordinary shareholders where the equity securities are issued proportionately to the respective number of shares held by such ordinary shareholders and (ii) the holders of other equity securities (including without limitation any person entitled to options under any of the Company s share option schemes for the time being) as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with any regulatory, legal or practical problems in respect of overseas shareholders, fractional entitlements, treasury shares, record dates or otherwise (and for the avoidance of doubt, the Directors are hereby authorised to provide for any such exclusions or other arrangements as they may so deem to be necessary or expedient); and (otherwise than in pursuance of (a) above), the allotment of equity securities (including without limitation any shares purchased by the Company and held as treasury shares) up to a maximum aggregate nominal value of 62,836. The power hereby conferred shall expire at the earlier of the close of business on the date of the next annual general meeting of the Company after the passing of this resolution and the date which is 15 calendar months after the passing of this
resolution, unless previously revoked or renewed in accordance with the provisions of the Companies (Amendment) Act 1983, 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. BY ORDER OF THE BOARD Susan Holburn Company Secretary Company Secretary 29 April 2014 Registered Office: 151 Thomas Street Dublin 8
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 24 May 2014 (or in the case of adjournment as at close of business on the day two days prior to the day 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. 678