5 March 2014 Dear Shareholder Notice of the Annual General Meeting 2014 and Annual Report and Accounts 2013 The Annual General Meeting of Porvair plc will be held at 9.30 am on Tuesday 8 April 2014 at the offices of Porvair plc, 7 Regis Place, Bergen Way, King s Lynn, PE30 2JN. The Notice of the Meeting and Form of Proxy are attached to this letter. I am pleased to inform you that the Annual Report and Accounts for 2013 has now been published and is available as a download from our website, www.porvair.com. The Investor Centre on the website includes Company reports and presentations and has a range of other shareholder services that you may find useful. If you elected to continue to receive paper copies of Shareholder Information then the Annual Report and Accounts 2013 is included with this letter. Yours faithfully Chris Tyler Company Secretary Porvair plc Registered England and Wales Number: 01661935 Registered Office: 7 Regis Place, Bergen Way, King s Lynn, Norfolk, PE30 2JN
01 Porvair plc Notice of Annual General Meeting 2014 Porvair plc Notice of the Annual General Meeting 2014 (Registered in England and Wales with No. 01661935) NOTICE is hereby given that the Annual General Meeting of Porvair plc (the "Company") will be held at 7 Regis Place, Bergen Way, King s Lynn, PE30 2JN on 8 April 2014 at 9:30 a.m. for the transaction of the following business: To consider and, if thought fit, to pass the following resolutions, of which numbers 1 to 10, 14 and 15 will be proposed as ordinary resolutions and numbers 11 to 13 will be proposed as special resolutions: 1. To receive the Company's annual accounts for the year ended 30 November 2013 together with the Directors' report and the auditors' report on those accounts and on the auditable part of the Remuneration Report. 2. To approve the Remuneration Report (other than the part containing the Directors' remuneration policy) for the year ended 30 November 2013, which is set out in the Annual Report of the Company for the year ended 30 November 2013. 3. To approve the Directors' remuneration policy for the year commencing 8 April 2014, which is set out in the Annual Report of the Company for the year ended 30 November 2013. 4. To declare and approve the payment of a final dividend of 1.8 pence per ordinary share. 5. To re-elect Paul Dean as a Director. 6. To re-elect Charles Matthews as a Director. 7. To re-elect Ben Stocks as a Director. 8. To re-elect Chris Tyler as a Director. 9. To re-appoint PricewaterhouseCoopers LLP as auditors to the Company until the conclusion of the next Annual General Meeting of the Company and authorise the Directors to fix the auditors remuneration. 10. THAT for the purposes of section 551 Companies Act 2006 (the Act ) (and so that expressions used in this resolution shall bear the same meanings as in the said section 551): 10.1 the Directors be and are generally and unconditionally authorised to exercise all powers of the Company to allot shares and grant such subscription and conversion rights as are contemplated by sections 551(1)(a) and (b) of the Act respectively up to a maximum nominal amount of 291,557 to such persons and at such times and on such terms as they think proper during the period expiring at the end of the next Annual General Meeting of the Company after the passing of this resolution (unless previously revoked or varied by the Company in general meeting); and further 10.2 the Company be and is hereby authorised to make prior to the expiry of such period any offer or agreement which would or might require such shares or rights to be allotted or granted after the expiry of the said period and the Directors may allot such shares or grant such rights in pursuance of any such offer or agreement notwithstanding the expiry of the authority given by this resolution; so that all previous authorities of the Directors pursuant to the said section 551 be and are hereby revoked. 11. THAT, subject to the passing of Resolution 10 above, the Directors be and are empowered in accordance with section 570 Companies Act 2006 (the "Act") to allot equity securities (as defined in section 560 of the Act) for cash, pursuant to the authority conferred on them to allot such shares or grant such rights by that resolution, as if section 561(1) and sub-sections (1) (6) of section 562 of the Act did not apply to any such sale or allotment, provided that the power conferred by this resolution shall be limited to: 11.1 the allotment of equity securities in connection with an issue or offering in favour of holders of equity securities and any other persons entitled to participate in such issue or offering (other than the Company itself in respect of any shares held by it as treasury shares) where the equity securities respectively attributable to the interests of such holders and persons are proportionate (as nearly as may be) to the respective number of equity securities held by or deemed to be held by them on the record date of such allotment, subject only to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems under the laws or requirements of any recognised regulatory body or stock exchange in any territory; and
02 Porvair plc Notice of Annual General Meeting 2014 11.2 the allotment (otherwise than pursuant to paragraph 11.1 above) of equity securities up to an aggregate nominal value not exceeding 43,733; and this power, unless renewed, shall expire at the end of the next Annual General Meeting of the Company after the passing of this resolution but shall extend to the making, before such expiry, of an offer or agreement which would or might require an allotment of equity securities to be made after such expiry and the Directors may make an allotment of equity securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired. 12. THAT the Company be and is hereby generally and unconditionally authorised for the purpose of section 701 Companies Act 2006 to make market purchases (as defined in section 693 of the said Act) of ordinary shares of 2p each in the capital of the Company ("ordinary shares") provided that: 12.1 the maximum number of ordinary shares hereby authorised to be purchased is 4,373,359; 12.2 the minimum price (exclusive of expenses) which may be paid for such ordinary shares is 2p per share, being the nominal amount thereof; 12.3 the maximum price (exclusive of expenses) which may be paid for such ordinary shares shall be an amount equal to the higher of (i) 5% above the average of the middle market quotations for such shares taken from The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the purchase is made and (ii) the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System SETS; 12.4 the authority hereby conferred shall (unless previously renewed or revoked) expire on the earlier of the end of the next Annual General Meeting of the Company and the date which is 18 months after the date on which this resolution is passed; and 12.5 the Company may make a contract to purchase its own ordinary shares under the authority conferred by this resolution prior to the expiry of such authority, and such contract will or may be executed wholly or partly after the expiry of such authority, and the Company may make a purchase of its own ordinary shares in pursuance of any such contract. 13. THAT a general meeting of the Company other than an Annual General Meeting may be called on not less than 14 clear days' notice. 14. THAT the rules of the Porvair plc SAYE Share Option Plan 2014 ( SAYE plan ) in the form produced in the AGM and initialled by the Chairman of the meeting for the purposes of identification, the principal terms of which are summarised in Appendix 1 to the letter accompanying this notice), be approved and that the Directors of the Company be authorised to: (a) take such actions and make such modifications as may be necessary or desirable to obtain the approval of HMRC under the provisions of Schedule 3 to the Income Tax (Earnings and Pensions) Act 2003 or to take account of the requirements of the UK Listing Authority, and to do all things necessary to bring into effect and operate the SAYE plan; (b) establish further plans based on the SAYE plan but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against the individual and plan limits set out in the SAYE plan; (c) continue to be counted in the quorum and to vote as directors on any matter relating to the SAYE plan, notwithstanding that they may be interested in the same. 15. To elect Dr Krishnamurthy Rajagopal as a Director. Dr Krishnamurthy Rajagopal was appointed to the Board in February 2014. He is a Non-Executive Director of WS Atkins plc, Bodycote plc, e2v technologies plc and Spirax-Sarco Engineering plc. He was a director of Dyson Group plc from February 2007 to January 2010. He is Chairman of UMI3 Ltd and HHV Pumps Ltd (registered in India). He held several positions at BOC Edwards before being appointed chief executive in 1998, a position he held until November 2006. He was an executive director of the BOC Group plc from 2000 until November 2006. He is a Chartered Mechanical Engineer. By order of the Board Chris Tyler Company Secretary 24 January 2014
03 Porvair plc Notice of Annual General Meeting 2014 Notes: (1) A member entitled to attend and vote at the Meeting convened by the above Notice is entitled to appoint one or more proxies to attend and speak and vote on his behalf. A proxy need not be a member of the Company. A member may appoint more than one proxy in relation to the Meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. The right to appoint a proxy does not apply to any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 (the "Act") to enjoy information rights (a "Nominated Person"). (2) To appoint a proxy you may use the Form of Proxy enclosed with this Notice of Annual General Meeting. To be valid, the Form of Proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy of the same, must be received by post or (during normal working hours) by hand at the offices of Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU or at the electronic address provided on the Company's website, www.porvair.com, by 9:30 a.m. on 4 April 2014. Completion of the Form of Proxy will not prevent you from attending and voting in person. (3) Any member or his proxy attending the Meeting has the right to ask any question at the Meeting relating to the business of the Meeting. (4) Pursuant to section 360B of the Act and to regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), only shareholders registered in the register of members of the Company as at 9:30 a.m. on 4 April 2014 shall be entitled to attend and vote at the Meeting in respect of the number of shares registered in their name at such time. If the Meeting is adjourned, the time by which a person must be entered on the register of members of the Company in order to have the right to attend and vote at the adjourned Meeting is 9:30 a.m. on the day preceding the date fixed for the adjourned Meeting. Changes to the register of members after the relevant times shall be disregarded in determining the rights of any person to attend and vote at the Meeting. (5) In the case of joint holders, the vote of the senior holder who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding. (6) To appoint a proxy or to give or to 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 9:30 a.m. on 4 April 2014. 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. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended). In any case your proxy form must be received by the Company s Asset Services no later than 9:30 a.m. on 4 April 2014. (7) Copies of service contracts between the Directors and the Company or its subsidiary undertakings and the draft rules of the Porvair plc SAYE Share Option Plan 2014 are available for inspection at the head office of the Company, 7 Regis Place, Bergen Way, King s Lynn PE30 2JN, during usual business hours on any weekday (Saturdays, Sundays and public holidays excluded) from the date of this Notice until the conclusion of the Meeting and will be available for inspection at the place of the Meeting for at least 15 minutes prior to and during the Meeting. (8) As at 24 January 2014 (being the last business day prior to the publication of this Notice) the Company's issued share capital consists of 43,733,598 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 24 January 2014 are 43,733,598. (9) The information required to be published by section 311(A) of the Act (information about the contents of this notice and numbers of shares in the Company and voting rights exercisable at the meeting and details of any members' statements, members' resolutions and members' items of business received after the date of this notice) may be found at www.porvair.com. (10) Members representing 5% or more of the total voting rights of all the members or at least 100 persons (being either members who have a right to vote at the Meeting and hold shares on which there has been paid up an average sum, per member, of 100 or persons satisfying the requirements set out in section 153(2) of the Act) may: (a) require the Company, under section 338 of the Act, to give notice of a resolution which may properly be moved at the Meeting. Any such request, which must comply with section 338(4) of the Act, must be received by the Company no later than 6 weeks before the date fixed for the Meeting; (b) require the Company, under section 338A of the Act to include a matter (other than a proposed resolution) in the business to be dealt with at the Meeting. Any such request, which must comply with section 338A(3) of the Act, must be received by the Company no later than 6 weeks before the date fixed for the Meeting; and (c) require the Company, under section 527 of the Act to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Act. The business which may be dealt with at the Meeting includes any statement that the Company has been required under section 527 of the Act to publish on a website. (11) A Nominated Person may under an agreement between him/her and the member who nominated him/her, have a right to be appointed (or to have someone else appointed) as a proxy entitled to attend and speak and vote at the Meeting. Nominated Persons are advised to contact the member who nominated them for further information on this and the procedure for appointing any such proxy. (12) If a Nominated Person does not have a right to be appointed, or to have someone else appointed, as a proxy for the Meeting, or does not wish to exercise such a right, he/she may still have the right under an agreement between himself/herself and the member who nominated him/her to give instructions to the member as to the exercise of voting rights at the Meeting. Such Nominated Persons are advised to contact the members who nominated them for further information on this.
04 Porvair plc Notice of Annual General Meeting 2014 Appendix 1 Summary of the principal terms of the Porvair plc SAYE Option Plan 2014 Porvair plc SAYE Share Option Plan 2014 The proposed plan is an HMRC approved all-employee UK SAYE Share Option plan. The SAYE share option plan will grant participants the right to acquire shares in Porvair plc using accrued savings. Resolution 14 seeks approval for the new plan, the Porvair plc SAYE Share Option Plan 2014 (the "SAYE plan") on substantially the same terms as the previous plan that it is intended to replace and to operate the SAYE plan for 10 years. The SAYE plan has been submitted to HMRC under Schedule 3 to the Income Tax (Earnings and Pensions) Act 2003 for approval, but at the time of print HMRC has yet to respond. The Board retains the authority to make such changes to the SAYE plan as may be necessary or desirable in order to obtain such approval. The rules of the SAYE plan will be produced to the meeting and initialled by the Chairman for the purposes of identification. A summary of the main features of the SAYE plan is set out below: Introduction The SAYE plan is a savings-related share option plan which will be submitted to HMRC for approval in order to allow options to be granted on a tax-favoured basis. Operation of the SAYE plan The Board will be responsible for granting options and administering the SAYE plan. Eligibility All UK resident employees and Directors of Porvair plc and participating subsidiaries who have completed at least six months' service with the Group and who are liable to UK income tax will be eligible to participate in the SAYE plan. Participation may also be offered, at the discretion of the Directors (taking account of the recommendations of the Remuneration Committee), to other Directors or employees who otherwise do not satisfy all of the above criteria. Timing of invitations Invitations to participate in the SAYE plan may be made during the period of 42 days following the date on which the SAYE plan (or any amendment to it) comes into effect or the period of 42 days following the announcement of the Company's final or interim results for any financial period. In circumstances which the Board considers to be exceptional, invitations may be made at any time. If any of the above periods is a close period then invitations may be issued within 42 days of the end of such close period. No options may be granted after the tenth anniversary of the SAYE plan. Savings contract Upon applying for an option, the participant will be required to enter into an approved SAYE contract with a savings institution nominated by the Company which lasts for either three or five years (a Savings Contract ). The maximum amount which an employee is permitted to contribute under SAYE contracts is 500 per month. The minimum contribution is 10 per month. A tax free bonus may be payable on the savings on the completion of the relevant savings contract after a predetermined time of three or five years. At the end of the savings contract, the employee may either employ the accrued contributions and bonus to exercise the option or have the savings and any bonus repaid. Non-transferability of options No option may be assigned or transferred in any way, although the executors or personal representatives of a deceased option holder may exercise options held by him/her within 12 months of the date of death but no later than ten years after the date of grant. Exercise price The price at which an option holder may acquire ordinary shares on the exercise of an option shall be determined by the Board at the date of invitation but shall not be less than the greater of: 80 per cent of the market value of an ordinary share at the date of invitation; and (for newly issued shares) their nominal value. Plan limits In any ten year period, no options may be granted under the SAYE plan or any other all-employee share plans adopted by the Company, if such a grant would cause the number of shares issued under the plans to exceed 10% of the Company's issued share capital at the proposed date of grant, for as long as institutional shareholder guidelines recommend this.
05 Porvair plc Notice of Annual General Meeting 2014 Exercise of options Options will normally be exercisable during a period of six months following the maturity date of the related SAYE contract and the allocation of the bonus. If not exercised by the end of that period, the option will lapse. Earlier exercise is, however, permitted if the participant dies or leaves employment as a consequence of injury, disability, redundancy or retirement, or where a participant leaves employment of the Group by reason of his employing company ceasing to be a member of the Group, or if the undertaking in which he is employed is sold outside the Group (a 'Good Leaver'). In addition, in the event of a participant reaching the statutory age of retirement and continuing to be employed by the Group whenever an option is exercised early before completion of the related Savings Contract, the exercise of such option is limited to the total of refunded contributions together with any interest received under the Savings Contract at that time. Manner of exercise Within 30 days of the receipt of a notice of exercise of an option, the ordinary shares in respect of which the option has been exercised must be issued by the Company or the Company must procure their transfer to the option holder and shall issue a definitive certificate in respect of the shares allotted or transferred. Options may be satisfied by a new issue of shares or shares purchased from the market. Ordinary shares will rank pari passu in all respects with the other fully paid issued ordinary shares. Following the exercise of any option, the Company will apply to the UK Listing Authority and the London Stock Exchange for the relevant ordinary shares to be listed and admitted to trading on the Official List. Takeovers etc. Early exercise may also be permitted in the event of a takeover, reconstruction or voluntary winding up of the Company, to the extent of the savings plus interest or bonus that has accumulated in the related savings account up to the date of exercise. Alternatively, options may, with the agreement of the acquiring company, be exchanged for equivalent options over shares in the acquiring company. Leavers If a participant leaves employment before the end of the savings period, his option will normally lapse, unless as a Good Leaver (as above). Variation of share capital In the event of a capitalisation issue or offer by way of rights, or upon any consolidation, subdivision or reduction or other variation of the Company's capital, the number of ordinary shares, the subject of an option and/or the exercise price may, subject to the prior approval of HMRC, be adjusted in such a manner as the Company's auditors shall confirm in writing to be, in their opinion, fair and reasonable provided that the exercise price remains at least equal to the nominal value of an ordinary share. If the exercise price would otherwise fall below the nominal value, the Company may capitalise reserves to the extent it is lawful to pay up additional shares for allotment to option holders. Duration of the SAYE plan The SAYE plan will terminate on, and no further options may be granted after the tenth anniversary of its approval by shareholders, but the rights of the existing participants will not be affected. Amendments and general The SAYE plan may be amended by the Board in any way provided that: (i) no amendment may be made which would materially prejudice the interests of option holders in relation to options already granted to them under the SAYE plan unless the sanction of option holders has been obtained; (ii) all amendments to the provisions relating to option holders, limit on the number of shares subject to the plan, the maximum entitlement for any one option holder or the basis for determining an option holder's entitlement to and the terms of shares to be provided and adjustment thereof, if any, in the event of a capitalisation issue, rights issue, subdivision or consolidation of shares or reduction of capital or any other variation of capital to the advantage of option holders will require the prior consent of the Company in general meeting unless they are minor amendments to benefit the administration of the plan or to obtain or maintain favourable tax, exchange control or regulatory treatment for option holders, the Company or a member of the Group; and (iii) no amendment shall take effect without the prior approval of HMRC. Overseas plan A schedule to the SAYE plan will enable the Board at any time and without further formality to grant options on similar terms (subject to such amendments as are necessary to take into account of local tax, exchange control or security laws, regulation or practice) provided that any ordinary shares made available under such schedule will count against the limit on the number of new shares which may be issued under the SAYE plan.