THIS DOCUMENT IS IMPORTANT. If you are in any doubt as to the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other appropriate independent professional adviser. If you have sold or otherwise transferred all of your shares in Tarsus Group plc, please send this document, together with the accompanying form of proxy, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other person through whom the sale or transfer was effected, so that they can pass these documents to the person who now holds the shares. TARSUS GROUP PLC (Registered in Jersey, company number 101579) Registered office: 44 Esplanade St Helier Jersey JE4 9WG 19 May 2017 Dear Shareholder Notice of the 2017 Annual General Meeting of Tarsus Group plc (the Company or Tarsus ) I have pleasure in inviting you to the ninth Annual General Meeting ( AGM ) of the Company which will be held at The Writers Room, Radisson Blu Hotel Dublin Airport, Dublin, Ireland at 11.00am on 21 June 2017. This Circular is intended to explain the business to be considered at the AGM and it also includes the formal Notice of the AGM, together with a form of proxy for use in relation to the meeting. Action to be taken Shareholders will find enclosed with this Circular a form of proxy for use in relation to the AGM. A form of proxy should be completed and returned in accordance with the instructions printed on the form so that it arrives at the Company s registrars, Capita Asset Services, as soon as possible and in any event not later than 11.00am on 19 June 2017. Completion and return of a form of proxy will not prevent shareholders from attending and voting at the AGM in person should they wish to do so. Recommendation Your Board of Directors considers that all the resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole. Accordingly, the Board (other than, in the case of resolutions 4 to 9, the director proposed for re-election in each resolution) unanimously recommends that you vote in favour of them as they intend to do in respect of their own shareholdings in the Company. A copy of this Circular can be found on the Company s website www.tarsus.com. Yours faithfully Neville Buch Chairman 1
NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the ninth Annual General Meeting ( the AGM ) of the members of Tarsus Group plc ( the Company ) will be held at The Writers Room, Radisson Blu Hotel Dublin Airport, Dublin, Ireland on 21 June 2017 at 11.00am. The following will be proposed as ordinary resolutions with the exception of resolutions 15, 16 and 17, which are special resolutions, and all resolutions will be decided on a show of hands: Ordinary resolutions 1. To receive the Accounts and Reports of the Directors and the auditor for the year ended 31 December 2016. 2. To approve the Directors Annual Report on Remuneration as set out on pages 60 to 68 of the Company s Annual Report and Accounts for the year ended 31 December 2016. 3. To declare a final dividend of 6.4 pence per ordinary share in the capital of the Company payable on 6 July 2017 to those shareholders on the register of members of the Company as at the close of business on 26 May 2017. 4. To re-elect Neville Buch as a director. 5. To re-elect Douglas Emslie as a director. 6. To re-elect Daniel O Brien as a director. 7. To re-elect David Gilbertson as a director. 8. To re-elect Robert Ware as a director. 9. To re-elect Tim Haywood as a director. 10. To re-appoint Deloitte LLP as auditor of the Company, to hold office until the conclusion of the next general meeting at which Accounts are laid before the Company. 11. To authorise the Audit Committee of the Company to determine the remuneration of the auditor. 12. THAT, A the Directors be and are hereby generally and unconditionally authorised to exercise all or any powers of the Company to allot equity securities (as defined in section 560 of the UK Companies Act 2006, as if the Company were incorporated in England) (and the authority conferred on the Directors by Article 10 of the Company s Articles of Association be renewed accordingly) to such persons (subject always to the authorised but unissued share capital of the Company being available to be issued from time to time), at such times and on such terms as they think proper up to a maximum nominal amount of 1,881,815.55 during the period ( the period of authority ) from the date of the passing of this resolution until the earlier of: (i) fifteen months from the date of the passing of this resolution; and (ii) the conclusion of the AGM of the Company held to approve the Report and Accounts of the Company for the financial year of the Company ending on 31 December 2017, on which date such authority will expire unless previously varied, revoked or renewed by the Company in a general meeting (save that during the period of authority the Directors shall be entitled to make an offer or agreement which would or might require equity securities to be allotted in pursuance of such an offer or agreement after the expiry of the period of authority and may allot such equity securities in pursuance of such an offer or agreement as if the authority conferred by this resolution had not expired); and B the authority to allot equity securities given to the Directors by this resolution be in substitution for any and all authorities previously conferred upon the Directors, without prejudice to any allotments made pursuant to the terms of such authorities. 13. THAT, pursuant to Article 58A (1)(B) of the Companies (Jersey) Law 1991, the holding by the Company of the shares purchased pursuant to the authority conferred by resolution 17 as treasury shares in accordance with the provisions of the Companies (Jersey) Law 1991 be approved. 14. THAT the execution and delivery by the Company of any documents that are necessary or expedient in connection with the Company holding the shares purchased pursuant to the authority conferred by resolution 17 as treasury shares be approved. 2
Special resolutions 15. THAT, A the authorised share capital of the Company is increased from 6,000,000.10 divided into 120,000,002 shares of 0.05 each to 8,000,000.00 divided into 160,000,000 shares of 0.05 each by the creation of 39,999,998 shares of 0.05 each (totalling 1,999,999.90 in nominal value), each such ordinary share ranking pari passu with the existing ordinary shares of the Company; B paragraph 6 of the Memorandum of Association is deleted and the following is inserted in its place: The share capital of the Company is 8,000,000.00 divided into 160,000,000 shares of 0.05 each. C Article 4 of the Articles of Association is deleted and the following is inserted in its place: The Company s authorised share capital consists of 160,000,000 ordinary shares of 0.05 each. 16. THAT, A pursuant to Article 14 of the Company s Articles of Association and in substitution for all existing powers, the Directors be and are hereby empowered to allot equity securities (as defined in section 560 of the UK Companies Act 2006, as if the Company were incorporated in England) for cash pursuant to the authority conferred by resolution 12 above as if Article 13 of the Company s Articles of Association did not apply to such allotment, such power to expire (unless previously varied, revoked or renewed by the Company in general meeting) at the earlier of fifteen months from the date of passing of this resolution or the conclusion of the AGM of the Company held to approve the Report and Accounts of the Company for the financial year of the Company ending on 31 December 2017 (save that the Directors shall be entitled before such expiry to 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 by this resolution had not expired). This power shall be limited to: (i) the allotment of equity securities for cash in connection with or pursuant to an issue or offer by way of rights, open offer or otherwise in favour of the holders of equity securities where the equity securities respectively attributable to the interests of such holders are proportionate (as nearly as may be) to the respective number of equity securities held by them on the record date for such allotment, subject only to such exceptions, exclusions or other arrangements which are in the opinion of the Directors necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws of any territory, or the requirements of any recognised regulatory body or any other stock exchange or otherwise in any territory; and (ii) the allotment (otherwise than as referred to in sub paragraph (i) above) of equity securities for cash up to an aggregate nominal amount of 282,554.85. B This power applies in relation to a sale of ordinary shares which is an allotment of equity securities (by virtue of section 560 of the UK Companies Act 2006, as if the Company were incorporated in England) as if in the first paragraph of this resolution the words pursuant to the authority conferred by resolution 12 above were omitted. 17. THAT the Company be and is hereby generally and unconditionally authorised pursuant to Article 57 of the Companies (Jersey) Law 1991 to make market purchases of ordinary shares of 0.05 each in the capital of the Company ( ordinary shares ) on such terms and in such manner as the Directors shall determine provided that: A the maximum number of ordinary shares hereby authorised to be purchased is 11,302,195; B the minimum price which may be paid for any such ordinary share is 0.05; C the maximum price (exclusive of expenses) which may be paid for any such ordinary shares for so long as the shares of the Company are dealt on the London Stock Exchange shall be 5% above the average of the middle market quotations for an ordinary share of the Company taken from the London Stock Exchange Daily Official List for the five business days immediately before the day on which the purchase is contracted to take place; D the authority hereby conferred shall (unless previously renewed or revoked) expire at the earlier of the conclusion of the next AGM of the Company or the date which is fifteen months after the date on which this resolution is passed; and 3
E the Company may make a contract to purchase its own ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of its own ordinary shares in pursuance of any such contract. By order of the Board Simon Smith Company Secretary 19 May 2017 Notes to the Notice of AGM 1. The Company, pursuant to Article 40 of the Companies (Uncertificated Securities) (Jersey) Order 1999, specifies that only those shareholders registered in the Register of Members of the Company as at 11.00am on 19 June 2017 shall be entitled to attend or vote at the AGM in respect of the number of ordinary shares registered in their name at that time or, if the AGM is adjourned, 48 hours before the time of the adjourned meeting. Changes to entries on the relevant register of securities after that time will be disregarded in determining the right of any person to attend or vote at the AGM. 2. A member entitled to attend, speak and vote at the AGM may appoint one or more proxies to attend, speak and vote instead of him or her, provided that each proxy is appointed to exercise the rights attached to a different ordinary share or shares held by him or her. A proxy need not be a member of the Company. 3. A proxy form is enclosed with this notice. Instructions for use are shown on the form. To be valid the form of proxy and the power of attorney or other authority, if any, under which it is signed, or a notarially certified or office copy of such power or authority, should reach the offices of the UK Transfer Agent of the Company, Capita Asset Services, PXS1, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4ZF at least 48 hours before the time appointed for holding the AGM or any adjournment thereof. 4. A shareholder may only appoint a proxy using the procedures set out in these notes and the notes to the form of proxy. If a shareholder wishes to terminate the authority of a person(s) to act by proxy, they must notify the company s registrars, Capita Asset Services in writing at the address provided above by no later than 48 hours before the AGM. 5. Completion and return of a proxy form will not prevent a shareholder from attending and voting in person. If a shareholder has appointed a proxy and attends the meeting in person, his proxy appointment will automatically be terminated and his votes in person will stand in its place. 6. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company s register of members in respect of the joint holding (the first name being the most senior). 7. To appoint a proxy or to give or amend an instruction to a previously appointed proxy via the CREST system, the CREST message must be received by the issuer s agent RA10 by 11.00am on 19 June 2017. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer s agent is able to retrieve the message. After this time any change of instructions to a proxy appointed through CREST should be communicated to the proxy by other means. CREST Personal Members or other CREST sponsored members, and those CREST Members who have appointed voting service provider(s), should contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and system timings please refer to the CREST Manual. We may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Article 34(1) of the Companies (Uncertificated Securities) (Jersey) Order 1999. In any case your proxy form must be received by the Company s registrars by no later than 11.00am on 19 June 2017. 4
8. Copies of the Directors service contracts, the non-executive Directors letters of appointment, the Articles of Association of the Company and the Register of Directors Interests will be available for inspection at the registered office of the Company during normal business hours from the date of despatch of this notice up to the date of and during the AGM, and at the place of the AGM from 10.30am until the close of such meeting. 9. The levels of proxy votes received in respect of each resolution will be disclosed at the AGM. 10. As at 19 May 2017, the Company s issued share capital comprised 113,021,955 ordinary shares of 0.05 each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights as at 19 May 2017 is 113,021,955. Explanatory notes to the resolutions to be proposed at the AGM To receive the annual accounts (Resolution 1) The Directors are required to lay before the meeting the financial statements and the Reports of the Directors and the auditors thereon for the financial year ended 31 December 2016. To approve the remuneration report (Resolution 2) The Company proposes to put an ordinary resolution to shareholders at the AGM seeking approval of the Remuneration Report. The vote is advisory in nature, in that payments made or promised to Directors will not have to be repaid, reduced or withheld in the event that the resolution is not passed. Declaration of a dividend (Resolution 3) A final dividend for the year ended 31 December 2016 of 6.4 pence per ordinary share is recommended by the Board. A final dividend can be paid only after it has been approved by the shareholders at a general meeting. It is proposed that shareholders approve this dividend by passing Resolution 3. If so approved, the final dividend will be paid on 6 July 2017 to ordinary shareholders who were on the register of members of the Company at the close of business on 26 May 2017. An interim dividend for the year ended 31 December 2016 of 2.7 pence per ordinary share was paid on 13 January 2017. Election of Directors (Resolutions 4 to 9) (ordinary resolutions) Directors are subject to re-election by shareholders in accordance with the Company s Articles of Association, including at least every three years. The Board has determined that all of the Directors shall retire and seek reelection at the 2017 AGM. Biographical details of each of the Directors are shown on pages 32 and 33 of the 2016 Annual Report of the Company. The Board, when making its determination on the independence of Robert Ware, gave particular consideration to the fact that he has served as a director of group companies for more than nine years. The UK Corporate Governance Code suggests that length of service of nine years or more is relevant to a determination of independence and that re-appointment should be subject to rigorous review. The Board concluded that Robert Ware remains independent in judgment and character, his commitment to the Company is undiminished and his performance continues to be effective. Following the annual evaluation exercise conducted during the year, the Board considers that each of the Directors proposed for re-election continues to make an effective and valuable contribution and demonstrates commitment to the role. Accordingly, the Board (other than the Director proposed for re-election in each resolution) unanimously recommends their re-election. Re-appointment and remuneration of Auditors (Resolutions 10 and 11) (ordinary resolutions) The Company is required to appoint auditors at each general meeting at which accounts are laid before the Company, to hold office until the next such meeting. Following the recommendation of the Audit Committee, the Board proposes that Deloitte LLP be re-appointed as auditor of the Company. Resolution 11 proposes that the Audit Committee be authorised to determine the level of the auditor s remuneration. 5
Authority to allot (Resolution 12) Resolution 12, which will be proposed as an ordinary resolution, authorises the Directors to allot ordinary shares in the capital of the Company up to a maximum nominal amount of 1,881,815.55, representing approximately 33.3% of the nominal value of the ordinary shares currently in issue. The Company does not currently hold any shares in treasury. The authority to allot (unless previously varied, revoked or renewed) will expire on the earlier of 15 months from the date of passing of the resolution or the conclusion of the annual general meeting held to approve the report and accounts for the year ending 31 December 2017. The Directors will exercise such authority to allot only when satisfied that it is in the best interests of the Company to do so. They have no present intention, however, of exercising the authority except, if necessary, in connection with the issue of shares under the Company s share-based incentive or option plans and to satisfy valid applications for shares under the scrip dividend scheme. However, the Directors believe it to be in the best interests of the Company that they should continue to have this authority so that such allotments can take place as necessary or desirable to finance appropriate business opportunities that may arise (including acquisitions where the purchase consideration might comprise shares in the capital of the Company). Treasury shares (Resolution 13) The Company may hold in treasury any of its own shares that it purchases pursuant to the authority conferred by resolution 17, subject to that resolution being passed. This would give the Company the ability to re-issue treasury shares quickly and cost effectively and would provide the Company with greater flexibility in the management of its capital base. Ancillary documents - Treasury shares (Resolution 14) Resolution 14 will enable the Company to execute all such documents as necessary to hold the shares it purchases pursuant to the authority conferred by resolution 17 as treasury shares. Increase of authorised share capital (Resolution 15) (Special resolution) Pursuant to resolution 15, it is proposed to increase the authorised share capital of the Company from 6,000,000.10 divided into 120,000,002 Ordinary Shares of 0.05 each to 8,000,000.00 divided into 160,000,000 Ordinary Shares of 0.05 each and to amend the Memorandum of Association and Articles of Association of the Company accordingly. This increase is required (and the effect of passing this resolution will be) to give the Company sufficient authorised but unissued share capital to issue additional share capital pursuant to the authorities being sought as set out in the Notice. This increase represents a percentage increase of approximately 33% in the authorised share capital of the Company. Disapplication of pre-emption rights (Resolution 16) (special resolution) The provisions of Article 13 of the Company s Articles of Association (which, to the extent not disapplied, confer on shareholders rights of pre-emption in respect of the allotment of equity securities which are or are to be paid up in cash other than by way of allotment to employees under an employees share scheme) apply to the authorised but unissued share capital of the Company to the extent that they are not disapplied pursuant to Article 14 of the Company s Articles of Association. Resolution 16 will be proposed as a special resolution to permit Directors to allot ordinary shares without the application of those pre-emption rights, both in relation to rights issues and in relation to the issue of ordinary shares in the capital of the Company for cash up to a maximum aggregate nominal amount of 282,554.85 (representing approximately 5% of the nominal value of the ordinary shares of the Company currently in issue). The authority (unless previously varied, revoked or renewed) will expire on the earlier of 15 months from the date of passing of the resolution or the conclusion of the AGM held to approve the report and accounts for the year ending 31 December 2017. The authority sought and limits set by this resolution will also apply to a sale by the Company of any shares it holds as treasury shares. 6
Repurchase of ordinary shares (Resolution 17) (special resolution) At the last AGM of the Company held on 20 June 2016, the Company was given authority to make market purchases of up to 10,221,449 of its own ordinary shares. The Company did not make any purchases pursuant to this authority prior to 31 December 2016. Accordingly, as at 31 December 2016, such authority remained in force in relation to 10,221,449 ordinary shares in the capital of the Company. Resolution 17, which will be proposed as a special resolution, will authorise the Company to make market purchases of up to 11,302,195 ordinary shares in the capital of the Company (being approximately 10% of the Company s current issued ordinary share capital) at prices not less than the nominal value of an ordinary share and not exceeding 105% of the average of the middle market quotations for the five business days before each purchase (exclusive of expenses). The authority will expire on the date falling 15 months after the earlier of the date of passing of the resolution and the conclusion of the AGM held to approve the Report and Accounts for the year ending 31 December 2017. Your Directors have no current intention to make such purchases; buying back the Company s ordinary shares is one of the options for effective management of the Company s capital which they keep under review. It is envisaged that purchases would only be made after considering the effect upon earnings per share and the benefits for shareholders generally. As at 19 May 2017, there were 509,314 shares being held in employee benefit trusts in connection with the Company s employees share schemes. At the same date there were 6,700,017 employee options and 300,000 unexercised options issued to stakeholders in the business outstanding in respect of ordinary shares in the Company which, if exercised on that date, would have represented approximately 6.2% of the entire issued share capital of the Company. They would represent approximately 6.9% of the entire issued share capital of the Company if the Company purchased all the shares it is authorised to purchase pursuant to the authority sought by Resolution 17. 7
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