Notice of Annual General Meeting
Notice of Annual General Meeting
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. When considering what action you should take, you are recommended to seek advice immediately from your stockbroker, solicitor, accountant or other professional adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised financial adviser. If you no longer hold Ordinary shares in Dods (Group) PLC, please forward this document (together with the Dods (Group) PLC Annual Report 2010 and the accompanying Form of Proxy) as soon as possible to the purchaser or transferee, or to the stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, such documents should not be mailed, transmitted or distributed in whole or in part, into or from any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction. If you have sold part only of your holding of Ordinary shares in Dods (Group) PLC, you should retain these documents and consult the bank, stockbroker or other agent through whom the sale or transfer was effected. The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction. Notice of the 2011 Annual General Meeting of Dods (Group) PLC to be held at the offices of Reynolds Porter Chamberlain, Tower Bridge House, St Katharine’s Way, London E1W 1AA at 2pm on 13 June 2011 is set out in this document. To be valid for use at the Meeting, the enclosed Form of Proxy should be completed and returned, in accordance with the instructions detailed thereon, to the Company’s Registrar, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6ZL as soon as possible and, in any event, so as to arrive no later than 2pm on 9 June 2011.
02 Dods (Group) PLC Notice of the 2011 Annual General Meeting
Letter from the Chairman
Dear Shareholder
2011 Annual General Meeting I am writing to invite you to this year’s Annual General Meeting (‘AGM’ or ‘Meeting’) which will be held at at 2pm on 13 June 2011 at the offices of Reynolds Porter Chamberlain, Tower Bridge House, St Katharine’s Way, London E1W 1AA. The resolutions which shareholders will be asked to consider and approve are set out in the Notice of AGM on pages 3 and 4. Explanatory Notes on various items to be conducted at the Meeting (and which in the past were considered Special Business) are set out on pages 5 to 8.
Action to be taken Whether or not you are able to attend the AGM, the directors urge you to exercise your right to vote as a shareholder of the Company and to complete and return the reply-paid Form of Proxy enclosed to Equiniti so as to arrive no later than 2pm on 9 June 2011. Completion and return of the Form of Proxy will not preclude you from attending and voting in person at the AGM (in substitution for your proxy vote) should you subsequently decide to do so. If you have any issues or concerns arising from the business proposed to be conducted at the Meeting, please do not hesitate to write to me at the address set out below. The final proxy vote on each resolution will be available at the AGM and posted on the Company’s website.
Recommendation The Board believes that the proposed resolutions set out in the Notice of AGM are in the best interests of the Company and its shareholders as a whole. Accordingly, your directors recommend you to vote in favour of each resolution, as they intend to do in respect of their own beneficial holdings. I look forward to welcoming those of you who are able to attend the AGM. Yours faithfully
Kevin Hand Non-Executive Chairman 28 April 2011 Dods (Group) PLC, 21 Dartmouth Street, London, SW1H 9BP Telephone: +44 (0)20 7593 5500 Fax: +44 (0) 20 7593 5794
Dods (Group) PLC Notice of the 2011 Annual General Meeting 03
Dods (Group) PLC Notice of the 2011 Annual General Meeting Notice is hereby given that the 2011 Annual General Meeting of Dods (Group) PLC will be held at 2pm on 13 June 2011 at the offices of Reynolds Porter Chamberlain, Tower Bridge House, St Katharine’s Way, London E1W 1AA. The following business will be transacted at the Meeting of which items 1 to 7 will each be proposed as an Ordinary Resolution requiring no less than a simple majority of votes cast in favour for the resolution to be passed. Items 8 and 9 will each be proposed as a Special Resolution requiring no less than a 75% majority of votes cast in favour for the resolution to be passed.
Directors’ Report and Accounts 1. THAT the Directors’ Report and the Company’s audited statement of accounts for the 12 month period ended 31 December 2010 be received and adopted.
Re-Election of directors 2. THAT Mr Rupert James Levy, who retires by rotation, be re-elected as a director. 3. THAT Lord Andrew Adonis, who retires in accordance with Article 114.1 of the Company’s Articles of Association, be re-elected as a director. 4. THAT Sir William Henry Weston Wells, who retires in accordance with Article 114.1 of the Company’s Articles of Association, be re-elected as a director. 5. THAT Mr Andrew Stephen Wilson, who retires in accordance with Article 114.1 of the Company’s Articles of Association, be re-elected as a director.
Reappointment of auditors 6. THAT KPMG Audit Plc be reappointed as auditors to the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company, and the directors be authorised to determine their remuneration.
Authority to allot securities 7. THAT the directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 to allot relevant securities (as defined in the notes to this resolution) of up to maximum nominal value of £4,800,155 (being less than one third of the current issued share capital and equal to the aggregate nominal amount of the Company’s unissued ordinary share capital) such authority to be in substitution for and to the exclusion of any previous authority to allot relevant securities conferred upon the directors and such authority to expire at the conclusion of the Company’s next Annual General Meeting, save that the Company may before such expiry make an offer or agreement which might require relevant securities to be allotted after such expiry date and the directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired.
Authority to disapply pre-emption rights 8. THAT conditional upon and subject to the passing of Resolution 7 above the directors be generally and unconditionally authorised pursuant to Section 570 of the Companies Act 2006 (the ‘Act’) to make allotments of equity securities (within the meaning of Section 560 of the Act) for cash pursuant to the authority conferred by the previous resolution as if Section 561 of the Act did not apply to any such allotment provided that such power shall be limited to:
(a) the allotment of equity securities in connection with or pursuant to any issue or offer by way of rights or other preemptive offer to the holders of Ordinary shares in the Company and other persons entitled to participate therein in proportion (as nearly as practicable) where the equity securities respectively attributable to the interest of holders of the Ordinary shares are proportionate as nearly as maybe
04 Dods (Group) PLC Notice of the 2011 Annual General Meeting
Dods (Group) PLC Notice of the 2011 Annual General Meeting continued practicable to the respective amounts of Ordinary shares held by them on a fixed record date, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to legal or practical issues under the laws of, or as a requirement of, any regulatory or stock exchange authority in any jurisdiction or territory or in relation to fractional entitlements; and/or
(b) the allotment of equity securities in connection with or pursuant to the terms of warrants to subscribe for equity securities or any share option scheme or plan or any long term incentive scheme or plan or any plan or option scheme in respect of Ordinary shares for employees and directors of the Company approved by the Company in general meeting whether before or after the date of this resolution; and/or (c) the allotment (otherwise pursuant to subparagraph (a) or (b) of this resolution) of equity securities up to an aggregate nominal value of £759,992, such authority to expire at the conclusion of the Company’s next Annual General Meeting, 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 date and the directors may allot equity securities in pursuance of such offer or agreement notwithstanding that the power conferred by this resolution had expired.
Authority for the Company to make market purchases of its own shares 9. THAT the Company be and is hereby generally and unconditionally authorised pursuant for the purposes of Section 701 of the Companies Act 2006 (the ‘Act’) to make one or more market purchases (within the meaning of Section 693(4) of the Act) of Ordinary shares provided that:
(a) the maximum aggregate number of Ordinary shares hereby authorised to be purchased shall be 7,599,923 (representing 5% of the Company’s issued Ordinary share capital);
(b) the minimum price which may be paid for an Ordinary share shall be 10 pence per Ordinary share
(c) the maximum price which may be paid for an Ordinary share shall not be more than 105% of the average of the middle market closing price for an Ordinary share of the Company taken from the London Stock Exchange Daily Official List for the five business days immediately proceeding the day on which the Ordinary share is purchased;
(d) unless previously renewed, varied or revoked, the authority hereby conferred shall expire at the conclusion of the Company’s next Annual General Meeting; and
(e) the Company may make a contract to purchase Ordinary shares under the authority hereby, conferred prior to the expiry of such authority which will or maybe executed wholly or partly after the expiry of such authority, and may make a purchase of Ordinary shares in pursuance of such contract.
By order of the Board
Rupert Levy Company Secretary 28 April 2011 Registered Office: 21 Dartmouth Street, London SW1H 9BP Registered in England Number 04267888
Dods (Group) PLC Notice of the 2011 Annual General Meeting 05
Notes to the Annual General Meeting Notice
1. Biographical details of the director seeking re-election are set out on page 9 of the 2010 Annual Report. 2. A shareholder entitled to attend and vote at the Annual General Meeting (‘AGM or ‘Meeting’) is entitled to appoint a proxy or proxies to attend, speak and vote instead of him/her. A proxy need not be a shareholder of the company. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. 3. To be valid, a Form or Proxy must be completed and any power of attorney or other authority under which it is executed (or a duly certified copy thereof) must be received by Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6ZL no later than 2pm on 9 June 2011 (or 48 hours (excluding any part of a day which is a non-working day) before the time appointed for any adjourned Meeting at which it is to be used). Completion and return of a Form of Proxy will not preclude a shareholder subsequently from personally attending and voting at the AGM (in substitution for their proxy vote) if the shareholder decides to do so. 4. The Form of Proxy must be executed by or on behalf of the shareholder making the appointment. A corporation may execute the Form of Proxy either under its common seal or under hand of a duly authorised officer.
6. Pursuant to regulation 41 of the Uncertified Securities Regulations 2001, the Company specifies that only those members registered on the Register of Members of the Company as at 6:00pm on 9 June 2011 or, if the Meeting is adjourned, on the Company’s Register of Members two days (excluding any part of a day which is a non-working day) prior to the time fixed for the adjourned meeting, shall be entitled to attend and/or vote at the Meeting in respect of the number of shares registered in their names at that time. Changes to entries on the Register of Members after 6:00pm on 9 June 2011 or, if the Meeting is adjourned 6:00pm on the day 2 days prior to the adjourned Meeting, shall be disregarded in determining the rights of any person to attend or vote at the Meeting, notwithstanding any provisions in any enactment, the Company’s Articles of Association or other instrument to the contrary. 7. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Annual General Meeting to be held on 13 June 2011 and any adjournment(s) thereof by using the procedures described in the CREST Manual, which can be viewed at www.euroclear.com/ CREST CREST Personal Members or other CREST sponsored members, and those CREST members who have been appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
5. In the case of joint holders, the vote of the senior 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 on the Register of Members in respect of the relevant joint holdings.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with CREST Co’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or
06 Dods (Group) PLC Notice of the 2011 Annual General Meeting
Notes to the Annual General Meeting Notice continued to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in the notice of meeting. 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 by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that CRESTCo does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s) take(s)) such an action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members 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 a invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertified Securities Regulations 2001.
8. The quorum for the AGM will be two persons entitled to vote upon the business to be transacted, each being a shareholder or a proxy for a shareholder or a duly authorised representative of a corporation which is a shareholder. 9. The total number of ordinary shares of 10p in issue as at 28 April 2011, the last practicable day before printing this document was 151,998,453 ordinary shares. Each ordinary share carries one vote and therefore the total voting rights in the Company are 151,998,453. 10. There will be available for inspection at the Company’s registered office during normal business hours on any business day (excluding public holidays) from the date of the Notice until the AGM and at the place of the Meeting for at least 15 minutes before the Meeting is held until its conclusion:
(a) copies of the executives directors’ service contracts, together with letters of appointment in respect of non-executive directors;
(b) the statutory register of directors’ interests.
11. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
Dods (Group) PLC Notice of the 2011 Annual General Meeting 07
Explanatory Notes on Resolutions 7 to 9
Resolutions 7 and 8: Authority for directors to allot securities and disapply pre-emptive rights The purpose of these resolutions is to renew for a further period until the Company’s next Annual General Meeting, the authorities given at last year’s Annual General Meeting to allot securities and disapply pre-emptive rights. Resolution 7 will renew the directors’ authority to allot relevant securities up to an aggregate nominal amount of £4,800,155 representing 48,001,547 Ordinary shares of 10 pence each (being less than one-third of the Company’s current issued share capital and equal to the aggregate nominal amount of the Company’s unissued ordinary share capital). For the purposes of resolution 7 “relevant securities” means: (a) shares in the Company other than shares allotted pursuant to:
(i) an employee share scheme (as defined by section 1166 of the Companies Act 2006);
(ii) a right to subscribe for shares in the Company where the grant of the right itself constituted a relevant security; or
(iii) a right to convert securities into shares in the Company where the grant of the right itself constituted a relevant security.
(b) any right to subscribe for or to convert any security into shares in the Company other than rights to subscribe for or convert any security into shares allotted pursuant to an employee share scheme (as defined by section 1166 of the Companies Act 2006). References to the allotment of relevant securities in the resolution include the grant of such rights.
Resolution 8 will renew the directors’ authority to issue shares for cash, either by way of a rights issue or offer to existing shareholders or to other persons on a non pre-emptive basis, provided that any issue for cash to such persons shall not exceed £759,992 representing 7,599,923 Ordinary shares of 10 pence each (being approximately 5% of the Company’s current issued share capital). This resolution would also permit issues of shares under the terms of the Company’s share option schemes or in respect of outstanding warrants. Although the directors have no present intention of making use of the authorities sought, they wish to retain the opportunity to act quickly and allot relevant securities within these limits if they consider it to be in the interests of the Company to do so. In any event, no issue will be made which would effectively alter the control of the Company without the prior approval of shareholders in General Meeting.
Resolution 9: Authority for the Company to make market purchase of its own shares The Companies Act 2006 permits a company to purchase its own shares provided it is not restricted from doing so by its Articles of Association and the purchase has been authorised by shareholders in General Meeting. Your directors consider that there may be occasions when it would be desirable for the Company to purchase its own shares in the market for cancellation. The Company’s Articles of Association already provide the appropriate authority for the Company to purchase its own shares, the purpose of this resolution is to renew the authority granted by shareholders at last year’s Annual General Meeting for the Company to make purchases of up to 7,599,923 Ordinary shares in the market (being approximately 5% of the Company’s current issued share capital) for a period until the conclusion of its next Annual General Meeting.
08 Dods (Group) PLC Notice of the 2011 Annual General Meeting
Explanatory Notes on Resolutions 7 to 9 continued This proposal should not be taken as an indication that the Company will purchase its shares at any particular price, or, indeed, at all, or to imply any opinion on the part of your directors as to the market or other value of the Company’s Ordinary shares. Your directors will only exercise the power to effect the purchase by the Company of its own shares at price levels and in circumstances which they consider to be in the interests of the Company, after taking account of its other investment opportunities and overall financial position, and which, in particular, would lead to a beneficial impact on the earnings per share of the remaining issued Ordinary shares. In any event, no purchase will be made which would effectively alter the control of the company without the prior approval of shareholders in General Meeting.
The total number of employee options and purchase rights to subscribe for equity shares currently outstanding is approximately 7.5 million. This represents 4.9% of the Company’s current issued share capital. If the Company brought back the maximum number of shares permitted pursuant to the passing of this resolution, and all such shares were cancelled, then the total number of options and purchase rights outstanding would represent approximately 5.2% of the issued share capital as reduced following those repurchases.
Further Information Dods (Group) PLC 2011. Dods (Group) PLC is a public limited company registered in England No. 04267888.
21 Dartmouth Street, London SW1H 9BP Telephone: +44 (0)20 7593 5500 Fax: +44 (0) 20 7593 5794 www.dodsgroupplc.com
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. When considering what action you should take, you are recommended to seek advice immediately from your stockbroker, solicitor, accountant or other professional adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised financial adviser. If you no longer hold Ordinary shares in Dods (Group) PLC, please forward this document (together with the Dods (Group) PLC Annual Report 2010 and the accompanying Form of Proxy) as soon as possible to the purchaser or transferee, or to the stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, such documents should not be mailed, transmitted or distributed in whole or in part, into or from any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction. If you have sold part only of your holding of Ordinary shares in Dods (Group) PLC, you should retain these documents and consult the bank, stockbroker or other agent through whom the sale or transfer was effected. The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction. Notice of the 2011 Annual General Meeting of Dods (Group) PLC to be held at the offices of Reynolds Porter Chamberlain, Tower Bridge House, St Katharine’s Way, London E1W 1AA at 2pm on 13 June 2011 is set out in this document. To be valid for use at the Meeting, the enclosed Form of Proxy should be completed and returned, in accordance with the instructions detailed thereon, to the Company’s Registrar, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6ZL as soon as possible and, in any event, so as to arrive no later than 2pm on 9 June 2011.
02 Dods (Group) PLC Notice of the 2011 Annual General Meeting
Letter from the Chairman
Dear Shareholder
2011 Annual General Meeting I am writing to invite you to this year’s Annual General Meeting (‘AGM’ or ‘Meeting’) which will be held at at 2pm on 13 June 2011 at the offices of Reynolds Porter Chamberlain, Tower Bridge House, St Katharine’s Way, London E1W 1AA. The resolutions which shareholders will be asked to consider and approve are set out in the Notice of AGM on pages 3 and 4. Explanatory Notes on various items to be conducted at the Meeting (and which in the past were considered Special Business) are set out on pages 5 to 8.
Action to be taken Whether or not you are able to attend the AGM, the directors urge you to exercise your right to vote as a shareholder of the Company and to complete and return the reply-paid Form of Proxy enclosed to Equiniti so as to arrive no later than 2pm on 9 June 2011. Completion and return of the Form of Proxy will not preclude you from attending and voting in person at the AGM (in substitution for your proxy vote) should you subsequently decide to do so. If you have any issues or concerns arising from the business proposed to be conducted at the Meeting, please do not hesitate to write to me at the address set out below. The final proxy vote on each resolution will be available at the AGM and posted on the Company’s website.
Recommendation The Board believes that the proposed resolutions set out in the Notice of AGM are in the best interests of the Company and its shareholders as a whole. Accordingly, your directors recommend you to vote in favour of each resolution, as they intend to do in respect of their own beneficial holdings. I look forward to welcoming those of you who are able to attend the AGM. Yours faithfully
Kevin Hand Non-Executive Chairman 28 April 2011 Dods (Group) PLC, 21 Dartmouth Street, London, SW1H 9BP Telephone: +44 (0)20 7593 5500 Fax: +44 (0) 20 7593 5794
Dods (Group) PLC Notice of the 2011 Annual General Meeting 03
Dods (Group) PLC Notice of the 2011 Annual General Meeting Notice is hereby given that the 2011 Annual General Meeting of Dods (Group) PLC will be held at 2pm on 13 June 2011 at the offices of Reynolds Porter Chamberlain, Tower Bridge House, St Katharine’s Way, London E1W 1AA. The following business will be transacted at the Meeting of which items 1 to 7 will each be proposed as an Ordinary Resolution requiring no less than a simple majority of votes cast in favour for the resolution to be passed. Items 8 and 9 will each be proposed as a Special Resolution requiring no less than a 75% majority of votes cast in favour for the resolution to be passed.
Directors’ Report and Accounts 1. THAT the Directors’ Report and the Company’s audited statement of accounts for the 12 month period ended 31 December 2010 be received and adopted.
Re-Election of directors 2. THAT Mr Rupert James Levy, who retires by rotation, be re-elected as a director. 3. THAT Lord Andrew Adonis, who retires in accordance with Article 114.1 of the Company’s Articles of Association, be re-elected as a director. 4. THAT Sir William Henry Weston Wells, who retires in accordance with Article 114.1 of the Company’s Articles of Association, be re-elected as a director. 5. THAT Mr Andrew Stephen Wilson, who retires in accordance with Article 114.1 of the Company’s Articles of Association, be re-elected as a director.
Reappointment of auditors 6. THAT KPMG Audit Plc be reappointed as auditors to the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company, and the directors be authorised to determine their remuneration.
Authority to allot securities 7. THAT the directors be generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 to allot relevant securities (as defined in the notes to this resolution) of up to maximum nominal value of £4,800,155 (being less than one third of the current issued share capital and equal to the aggregate nominal amount of the Company’s unissued ordinary share capital) such authority to be in substitution for and to the exclusion of any previous authority to allot relevant securities conferred upon the directors and such authority to expire at the conclusion of the Company’s next Annual General Meeting, save that the Company may before such expiry make an offer or agreement which might require relevant securities to be allotted after such expiry date and the directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired.
Authority to disapply pre-emption rights 8. THAT conditional upon and subject to the passing of Resolution 7 above the directors be generally and unconditionally authorised pursuant to Section 570 of the Companies Act 2006 (the ‘Act’) to make allotments of equity securities (within the meaning of Section 560 of the Act) for cash pursuant to the authority conferred by the previous resolution as if Section 561 of the Act did not apply to any such allotment provided that such power shall be limited to:
(a) the allotment of equity securities in connection with or pursuant to any issue or offer by way of rights or other preemptive offer to the holders of Ordinary shares in the Company and other persons entitled to participate therein in proportion (as nearly as practicable) where the equity securities respectively attributable to the interest of holders of the Ordinary shares are proportionate as nearly as maybe
04 Dods (Group) PLC Notice of the 2011 Annual General Meeting
Dods (Group) PLC Notice of the 2011 Annual General Meeting continued practicable to the respective amounts of Ordinary shares held by them on a fixed record date, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to legal or practical issues under the laws of, or as a requirement of, any regulatory or stock exchange authority in any jurisdiction or territory or in relation to fractional entitlements; and/or
(b) the allotment of equity securities in connection with or pursuant to the terms of warrants to subscribe for equity securities or any share option scheme or plan or any long term incentive scheme or plan or any plan or option scheme in respect of Ordinary shares for employees and directors of the Company approved by the Company in general meeting whether before or after the date of this resolution; and/or (c) the allotment (otherwise pursuant to subparagraph (a) or (b) of this resolution) of equity securities up to an aggregate nominal value of £759,992, such authority to expire at the conclusion of the Company’s next Annual General Meeting, 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 date and the directors may allot equity securities in pursuance of such offer or agreement notwithstanding that the power conferred by this resolution had expired.
Authority for the Company to make market purchases of its own shares 9. THAT the Company be and is hereby generally and unconditionally authorised pursuant for the purposes of Section 701 of the Companies Act 2006 (the ‘Act’) to make one or more market purchases (within the meaning of Section 693(4) of the Act) of Ordinary shares provided that:
(a) the maximum aggregate number of Ordinary shares hereby authorised to be purchased shall be 7,599,923 (representing 5% of the Company’s issued Ordinary share capital);
(b) the minimum price which may be paid for an Ordinary share shall be 10 pence per Ordinary share
(c) the maximum price which may be paid for an Ordinary share shall not be more than 105% of the average of the middle market closing price for an Ordinary share of the Company taken from the London Stock Exchange Daily Official List for the five business days immediately proceeding the day on which the Ordinary share is purchased;
(d) unless previously renewed, varied or revoked, the authority hereby conferred shall expire at the conclusion of the Company’s next Annual General Meeting; and
(e) the Company may make a contract to purchase Ordinary shares under the authority hereby, conferred prior to the expiry of such authority which will or maybe executed wholly or partly after the expiry of such authority, and may make a purchase of Ordinary shares in pursuance of such contract.
By order of the Board
Rupert Levy Company Secretary 28 April 2011 Registered Office: 21 Dartmouth Street, London SW1H 9BP Registered in England Number 04267888
Dods (Group) PLC Notice of the 2011 Annual General Meeting 05
Notes to the Annual General Meeting Notice
1. Biographical details of the director seeking re-election are set out on page 9 of the 2010 Annual Report. 2. A shareholder entitled to attend and vote at the Annual General Meeting (‘AGM or ‘Meeting’) is entitled to appoint a proxy or proxies to attend, speak and vote instead of him/her. A proxy need not be a shareholder of the company. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. 3. To be valid, a Form or Proxy must be completed and any power of attorney or other authority under which it is executed (or a duly certified copy thereof) must be received by Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6ZL no later than 2pm on 9 June 2011 (or 48 hours (excluding any part of a day which is a non-working day) before the time appointed for any adjourned Meeting at which it is to be used). Completion and return of a Form of Proxy will not preclude a shareholder subsequently from personally attending and voting at the AGM (in substitution for their proxy vote) if the shareholder decides to do so. 4. The Form of Proxy must be executed by or on behalf of the shareholder making the appointment. A corporation may execute the Form of Proxy either under its common seal or under hand of a duly authorised officer.
6. Pursuant to regulation 41 of the Uncertified Securities Regulations 2001, the Company specifies that only those members registered on the Register of Members of the Company as at 6:00pm on 9 June 2011 or, if the Meeting is adjourned, on the Company’s Register of Members two days (excluding any part of a day which is a non-working day) prior to the time fixed for the adjourned meeting, shall be entitled to attend and/or vote at the Meeting in respect of the number of shares registered in their names at that time. Changes to entries on the Register of Members after 6:00pm on 9 June 2011 or, if the Meeting is adjourned 6:00pm on the day 2 days prior to the adjourned Meeting, shall be disregarded in determining the rights of any person to attend or vote at the Meeting, notwithstanding any provisions in any enactment, the Company’s Articles of Association or other instrument to the contrary. 7. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Annual General Meeting to be held on 13 June 2011 and any adjournment(s) thereof by using the procedures described in the CREST Manual, which can be viewed at www.euroclear.com/ CREST CREST Personal Members or other CREST sponsored members, and those CREST members who have been appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
5. In the case of joint holders, the vote of the senior 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 on the Register of Members in respect of the relevant joint holdings.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with CREST Co’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or
06 Dods (Group) PLC Notice of the 2011 Annual General Meeting
Notes to the Annual General Meeting Notice continued to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in the notice of meeting. 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 by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that CRESTCo does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s) take(s)) such an action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members 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 a invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertified Securities Regulations 2001.
8. The quorum for the AGM will be two persons entitled to vote upon the business to be transacted, each being a shareholder or a proxy for a shareholder or a duly authorised representative of a corporation which is a shareholder. 9. The total number of ordinary shares of 10p in issue as at 28 April 2011, the last practicable day before printing this document was 151,998,453 ordinary shares. Each ordinary share carries one vote and therefore the total voting rights in the Company are 151,998,453. 10. There will be available for inspection at the Company’s registered office during normal business hours on any business day (excluding public holidays) from the date of the Notice until the AGM and at the place of the Meeting for at least 15 minutes before the Meeting is held until its conclusion:
(a) copies of the executives directors’ service contracts, together with letters of appointment in respect of non-executive directors;
(b) the statutory register of directors’ interests.
11. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
Dods (Group) PLC Notice of the 2011 Annual General Meeting 07
Explanatory Notes on Resolutions 7 to 9
Resolutions 7 and 8: Authority for directors to allot securities and disapply pre-emptive rights The purpose of these resolutions is to renew for a further period until the Company’s next Annual General Meeting, the authorities given at last year’s Annual General Meeting to allot securities and disapply pre-emptive rights. Resolution 7 will renew the directors’ authority to allot relevant securities up to an aggregate nominal amount of £4,800,155 representing 48,001,547 Ordinary shares of 10 pence each (being less than one-third of the Company’s current issued share capital and equal to the aggregate nominal amount of the Company’s unissued ordinary share capital). For the purposes of resolution 7 “relevant securities” means: (a) shares in the Company other than shares allotted pursuant to:
(i) an employee share scheme (as defined by section 1166 of the Companies Act 2006);
(ii) a right to subscribe for shares in the Company where the grant of the right itself constituted a relevant security; or
(iii) a right to convert securities into shares in the Company where the grant of the right itself constituted a relevant security.
(b) any right to subscribe for or to convert any security into shares in the Company other than rights to subscribe for or convert any security into shares allotted pursuant to an employee share scheme (as defined by section 1166 of the Companies Act 2006). References to the allotment of relevant securities in the resolution include the grant of such rights.
Resolution 8 will renew the directors’ authority to issue shares for cash, either by way of a rights issue or offer to existing shareholders or to other persons on a non pre-emptive basis, provided that any issue for cash to such persons shall not exceed £759,992 representing 7,599,923 Ordinary shares of 10 pence each (being approximately 5% of the Company’s current issued share capital). This resolution would also permit issues of shares under the terms of the Company’s share option schemes or in respect of outstanding warrants. Although the directors have no present intention of making use of the authorities sought, they wish to retain the opportunity to act quickly and allot relevant securities within these limits if they consider it to be in the interests of the Company to do so. In any event, no issue will be made which would effectively alter the control of the Company without the prior approval of shareholders in General Meeting.
Resolution 9: Authority for the Company to make market purchase of its own shares The Companies Act 2006 permits a company to purchase its own shares provided it is not restricted from doing so by its Articles of Association and the purchase has been authorised by shareholders in General Meeting. Your directors consider that there may be occasions when it would be desirable for the Company to purchase its own shares in the market for cancellation. The Company’s Articles of Association already provide the appropriate authority for the Company to purchase its own shares, the purpose of this resolution is to renew the authority granted by shareholders at last year’s Annual General Meeting for the Company to make purchases of up to 7,599,923 Ordinary shares in the market (being approximately 5% of the Company’s current issued share capital) for a period until the conclusion of its next Annual General Meeting.
08 Dods (Group) PLC Notice of the 2011 Annual General Meeting
Explanatory Notes on Resolutions 7 to 9 continued This proposal should not be taken as an indication that the Company will purchase its shares at any particular price, or, indeed, at all, or to imply any opinion on the part of your directors as to the market or other value of the Company’s Ordinary shares. Your directors will only exercise the power to effect the purchase by the Company of its own shares at price levels and in circumstances which they consider to be in the interests of the Company, after taking account of its other investment opportunities and overall financial position, and which, in particular, would lead to a beneficial impact on the earnings per share of the remaining issued Ordinary shares. In any event, no purchase will be made which would effectively alter the control of the company without the prior approval of shareholders in General Meeting.
The total number of employee options and purchase rights to subscribe for equity shares currently outstanding is approximately 7.5 million. This represents 4.9% of the Company’s current issued share capital. If the Company brought back the maximum number of shares permitted pursuant to the passing of this resolution, and all such shares were cancelled, then the total number of options and purchase rights outstanding would represent approximately 5.2% of the issued share capital as reduced following those repurchases.
Further Information Dods (Group) PLC 2011. Dods (Group) PLC is a public limited company registered in England No. 04267888.
21 Dartmouth Street, London SW1H 9BP Telephone: +44 (0)20 7593 5500 Fax: +44 (0) 20 7593 5794 www.dodsgroupplc.com
