THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should immediately consult your stockbroker, solicitor or accountant or other professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or transferred all of your shares in Speedy Hire Plc, please hand this document, together with the accompanying form of proxy, as soon as possible to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.
Speedy Hire Plc
Notice of
Annual General Meeting
2014
Speedy Hire Plc
(Registered in England and Wales No. 927680)
Registered Office: Chase House 16 The Parks Newton-le-Willows Merseyside WA12 0JQ
Directors:
Ishbel Macpherson (Chairman)
Mark Rogerson MBE
Lynn Krige
Michael Averill
Chris Masters
James Morley
10 June 2014
To the holders of ordinary shares in Speedy Hire Plc ('Company')
Dear Shareholder
Notice of 2014 Annual General Meeting
I am pleased to be writing to you with details of the 2014 Annual General Meeting ('AGM') of the Company which is to be held at the offices of Pinsent Masons LLP at 30 Crown Place, London EC2A 4ES on Wednesday 16 July 2014 at 11:00 am. The formal notice convening the meeting is set out at pages 4 to 7 of this document. In this letter, I will provide you with a detailed explanation of the resolutions to be proposed at the meeting.
At this year's AGM, we will be proposing a number of resolutions, as set out below. Resolutions 1 to 10 and resolutions 14 to 17 will be proposed as ordinary resolutions. Resolutions 11 to 13 will be proposed as special resolutions. The proposed ordinary resolutions will be passed if more than 50% of the votes cast are in favour and the proposed special resolutions will be passed if at least 75% of the votes cast are in favour.
Annual Report and Accounts (Resolution 1)
This resolution deals with the delivery by the Directors of the Company ('Directors') to the shareholders of the Company ('Shareholders') of the accounts for the financial year ended 31 March 2014 (including the Directors' and Auditors' report on those accounts) and the adoption thereof by the Company.
Directors' Remuneration Report and Policy (Resolutions 2 and 3)
There are new requirements this year in relation to the content and approval of the remuneration report, following changes made to the Companies Act 2006 ('Act' ).
In accordance with the new provisions, the remuneration report comprises two sections: (i) the annual report on remuneration, which sets out payments made in the financial year ended 31 March 2014; and (ii) a separate directors' remuneration policy in relation to future payments to directors and former directors.
The annual report on remuneration will, as in the past, be put to an annual advisory shareholder vote by ordinary resolution (Resolution 2). The separate directors' remuneration policy, which is set out pages 51 to 55 of the annual report, sets out the Company's forward-looking policy on directors' remuneration (including the approach to exit payments to directors), is subject to a binding shareholder vote by ordinary resolution at least every three years - this is Resolution 3.
Once the directors' remuneration policy has been approved, all payments by the Company to the directors and any former directors must be made in accordance with the policy (unless a payment has been separately approved by a shareholder resolution). If the Company wishes to change the directors' remuneration policy, it will need to put the revised policy to a shareholder vote again before it can implement the new policy.
Final Dividend (Resolution 4)
Final dividends are approved by the Shareholders but cannot be more than the amount recommended by the Directors. The Directors are recommending a final dividend for the year ended 31 March 2014 of 0.35 pence per ordinary share due and payable on 13 August 2014 to the Shareholders on the register at close of business on 13 June 2014. This resolution seeks Shareholders' approval of the proposed dividend.
Re-election of Directors (Resolutions 5 and 6)
The Company's articles of association ('Articles') require that a Director retires from office at the third annual general meeting following his or her previous appointment or re-appointment at an annual general meeting. If the number of directors retiring under that provision of the Articles is less than one-third then additional Directors are required to retire by rotation so that one-third of the Directors who are subject to retirement by rotation retire at every AGM of the Company.
James Morley and Chris Masters are retiring by rotation and are offering themselves for re-election. Having due regard to the results of the independently facilitated review of the performance of the Board of Directors ('Board') conducted in FY2012 and of periodic internal evaluations, the Board confirms that it is of the opinion that each of the Directors standing for re-election continues to make an effective and valuable contribution to the Board and should therefore be re-elected at the forthcoming AGM. Biographical details for James and Chris are included on page 35 of the annual report.
Election of Director (Resolution 7)
In addition to those Directors retiring by rotation, the Articles require any new Director appointed to the Board since the last AGM to retire and seek election. During the year Mark Rogerson joined the Board and accordingly he retires and offers himself for election. Having reviewed Mark Rogerson's experience and his performance between the date of his appointment and the date of this letter, the Board confirms that it is of the opinion that Mark Rogerson should be elected at the forthcoming AGM. Mark's biographical details are included on page 34 of the annual report.
Reappointment of auditors and auditors' remuneration (Resolutions 8 and 9)
Resolution 8 proposes the reappointment of KPMG LLP as auditors and, in accordance with normal practice, Resolution 9 authorises the Directors to determine the auditors' remuneration.
Directors' authority to allot shares (Resolution 10)
The Act provides that the Directors may not allot ordinary shares unless authorised to do so by the Company in general meeting or by its articles. This resolution seeks renewal, for a further period expiring at the earlier of the close of the 2015 AGM or 30 September 2015, of the authority previously granted to the Directors at last year's AGM.
The authority relates to a total of 173,479,534 ordinary shares, being one third of the issued share capital of the Company as at 9 June 2014 (being the latest practicable date prior to publication of this document). In addition, in accordance with the guidelines issued by the Association of British Insurers, the resolution also contains an authority for the Directors to allot a further 173,479,534 ordinary shares in connection with a pre-emptive offer by way of rights issue.
The Directors have no present intention of allotting, or agreeing to allot any shares otherwise than in connection with our employee share schemes, to the extent permitted by such schemes. The Directors continue to consider potential transactions and in the event of one of these potential transactions proceeding, this may require the allotment of shares pursuant to this authority.
Disapplication of statutory pre-emption rights (Resolution 11)
The Act gives holders of ordinary shares, with limited but important exceptions, certain rights of pre-emption on the issue for cash of new equity securities. The Directors believe that it is in the best interests of the Company that, as in previous years, the Board should have limited authority to allot some shares for cash without first having to offer such shares to existing Shareholders. The Directors' current authority expires at the close of the forthcoming AGM and, accordingly, this resolution seeks to renew this authority on similar terms for a further period, expiring at the earlier of the close of the 2015 AGM or 30 September 2015.
The authority, if granted, will relate to allotment in respect of rights issues and similar offerings (where difficulties arise in offering shares to certain overseas Shareholders and in relation to fractional entitlements and certain other technical matters) and generally to allotments (other than in respect of rights issues) of equity securities having an aggregate nominal value not exceeding £1,301,096 (being approximately 5% of the issued ordinary share capital of the Company as at 9 June 2014 (being the latest practicable date prior to the publication of this document)). The Directors do not have any present intention of exercising this authority and do not intend to issue more than 7.5% of the issued share capital of the Company on a non-pre-emptive basis in any rolling three year period without prior consultation with the relevant investor groups.
Authority to purchase ordinary shares (Resolution 12)
This resolution is to renew the Company's authority to make market purchases of its own shares. The authority should not be taken to imply that shares will be purchased at any particular price or, indeed, at all, and the Board has no present intention of exercising this power but would wish to retain the flexibility to do so in the future. The authority will expire at the earlier of the conclusion of the 2015 AGM or 30 September 2015. The Board intends to seek renewal of this power at subsequent AGMs.
The resolution specifies the maximum number of shares which may be purchased (representing approximately 10% of the Company's issued ordinary share capital as at 9 June 2014) and the maximum and minimum prices at which they may be bought, reflecting the requirements of the Act and the rules of the Financial Conduct Authority. Any purchases would only be made on the London Stock Exchange. The Directors have not yet decided whether such shares, if repurchased, would be cancelled or taken into treasury, and a decision would be taken in the light of prevailing circumstances. The Board will only exercise the power to make purchases of shares after consideration of the effects on earnings per share and the benefits for Shareholders generally. As at 9 June 2014 (being the latest practicable date prior to publication of this document), there were options outstanding over 11,042,674 ordinary shares, representing 2.12% of the Company's issued share capital. If the authority given by resolution 12 was to be fully used, the options currently in issue would then represent 1.93% of the Company's issued share capital.
Length of notice of meetings (Resolution 13)
The Articles enable the Company to call general meetings (other than AGMs) on 14 clear days' notice. The Act increases this period to 21 days unless Shareholders have approved a shorter period which cannot be less than 14 days. This resolution seeks such approval. The approval will be effective until the Company's next AGM, when it is intended that the approval be renewed. The Company will also need to meet certain requirements for electronic voting before it can call a general meeting on 14 days' notice.
Political donations (Resolution 14)
It is the policy of the Company not to make donations to political parties or incur political expenditure and it has no present intention of making any political donation or incurring any political expenditure in respect of any political party, political organisation or independent election candidate. However, the Act contains wide definitions of 'political donation', 'political organisation' and 'political party' and, as a result, it is possible that the Company and its subsidiaries may be prohibited from supporting bodies which it is in the shareholders' interest for the Company to support; for example, bodies concerned with policy review or law reform, with the representation of the business community (or sections of it) or special interest groups. Sponsorship, subscriptions, payment of expenses and paid leave for employees fulfilling public duties may even fall under the definitions. If this resolution is passed the Company and its subsidiaries will be authorised to make donations and incur expenditure which might otherwise be prohibited by legislation, up to a limit of, in aggregate, £50,000. The Directors consider that the authority is necessary to provide the Company with comfort that it will not, because of uncertainties as to the scope and interpretation of the legislation, unintentionally commit a technical breach of it. In common with other listed companies, the Directors are therefore seeking Shareholders' approval in the terms outlined in this resolution.
New share incentive plans (Resolutions 15, 16 and 17)
Resolution 15 seeks authority from Shareholders for the implementation of a new long-term incentive arrangement for the Company's executive directors and senior management.
The proposed Speedy Hire Plc Performance Share Plan 2014 (the 'PSP') would replace the Company's existing performance share plan which is due to expire in July of this year.
The design of the PSP has been developed by the Remuneration Committee of the Board of Directors (the 'Committee') and as per the existing performance share plan will provide for discretionary annual share-based awards in the case executive directors and senior management ordinarily vesting three years from grant, subject to continued service and to the extent to which objective performance criteria are met over a three year measurement period.
In connection with the implementation of the PSP, the Committee proposes to introduce a requirement that the Company's executive directors will be required to retain their net of tax number of vested shares (if any) delivered under the PSP (or maintain unexercised the full number of the vested shares whilst held under an unexercised nil (or nominal) cost option where relevant) for at least two years from point of vesting.
A summary of the principal terms of the PSP together with details of the performance condition policy proposed for the first awards under the PSP to the Company's executive directors is set out in the Appendix to this Notice of AGM.
Resolution 16 seeks authority from shareholders to update the terms of the existing Speedy Hire Sharesave Scheme otherwise due to expire in July 2014 to become the Speedy Hire 2014 Sharesave Scheme (the '2014 SAYE').
Resolution 17 seeks authority from shareholders to update the terms of the existing Speedy Hire 2007 Irish Sharesave Scheme otherwise due to expire in July 2014 to become the Speedy Hire 2014 Irish Sharesave Scheme (the '2014 Irish SAYE').
Sharesave schemes are 'all employee' savings related stock option plans under which UK based (or Republic of Ireland based in the case of the 2014 Irish SAYE) employees may now sign up to savings contracts to save up to £500 per month (€500 per month in the case of the 2014 Irish SAYE) over a three or five year savings term. On the maturity of the contracts, participants can elect to use their savings (and any interest, if applicable) to exercise a linked discounted share option to acquire shares on tax-favoured terms or ask for the return of the savings (and any interest, if applicable).
A summary of the principal terms of the 2014 SAYE and the 2014 Irish SAYE is set out in the Appendix to this Notice of AGM.
Action to be taken
Whether or not you are able to attend the meeting, you are asked to complete the enclosed form of proxy and to post it to the Company's Registrars at Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, as soon as possible but, in any event, to arrive no later than 11:00 am on 14 July 2014. Completion and posting of the form of proxy will not preclude you from attending and voting in person at the AGM should you wish to do so.
If you are a member of CREST, you may register your appointment of a proxy through the CREST electronic appointment service using CREST ID RA19. For further details refer to the CREST manual. Completion of a form of proxy or the appointment of a proxy electronically will not stop you attending the AGM and voting in person should you so wish.
A 'vote withheld' option is provided on the form of proxy accompanying this Notice of Meeting which is to enable you to withhold your vote on any particular resolution. It should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes 'for' or 'against' a resolution.
CREST - Regulation 41 of the Uncertificated Securities Regulations 2001
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those Shareholders registered in the register of members of the Company as at 6.00 pm on 14 July 2014 shall be entitled to attend or vote at the AGM in respect of the number of shares registered in their name at that time. Changes to entries on the relevant register of securities after that time will be disregarded in determining the rights of any person to attend or vote at the AGM.
Documents for inspection
Copies of (a) the Directors' service contracts; (b) a Statement of Directors' share interests and those of their families; (c) the Articles and (d) the draft rules of each of the Speedy Hire Plc Performance Share Plan 2014, the Speedy Hire 2014 Sharesave Scheme and the Speedy Hire 2014 Irish Sharesave Scheme ('Scheme Rules') will be available for inspection during business hours on any weekday from the date of this letter until the conclusion of the AGM at the Company's registered office. The Scheme Rules will also be available for inspection during this period at the offices of New Bridge Street at 10 Devonshire Square, London EC2M 4YP. All these documents will also be available for inspection at the place of the AGM for at least 15 minutes prior to, and during, the AGM.
Recommendation
The Directors believe that the resolutions referred to above which are to be proposed at the AGM are in the best interests of the Company and of the Shareholders as a whole and recommend Shareholders to vote in favour of them, as each of the Directors intends to do in respect of his or her own beneficial holding.
Yours faithfully
Ishbel Macpherson
Chairman
Speedy Hire Plc
(Registered in England and Wales No. 927680)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General Meeting ('AGM') of Speedy Hire Plc ('Company') will be held at the offices of Pinsent Masons LLP at 30 Crown Place, London EC2A 4ES on 16 July 2014 at 11:00 am for the following purposes:
Ordinary Business
1. To receive and, if thought fit, to adopt the annual accounts of the Company for the financial year ended 31 March 2014 together with the reports of the directors and auditors.
2. To approve the directors' remuneration report (excluding the directors' remuneration policy set out on pages 51 to 55 of the annual report) in respect of the financial year ended 31 March 2014.
3. To approve the directors' remuneration policy which is set out on pages 51 to 55 of the annual report.
4. To declare a final dividend of 0.35 pence per ordinary share in respect of the year ended 31 March 2014.
5. To re-elect James Morley as a director of the Company ('Director').
6. To re-elect Chris Masters as a Director.
7. To elect Mark Rogerson as a Director.
8. To appoint KPMG LLP as the Company's auditors ('Auditors') to hold office from the conclusion of the meeting until the conclusion of the next general meeting at which accounts are laid before the Company.
9. To authorise the Directors to determine the remuneration of the Auditors.
Special Business
To consider and, if thought fit, to pass the following resolutions, of which the resolutions numbered 10 and 14 to 17 will be proposed as ordinary resolutions and resolutions numbered 11 to 13 will be proposed as special resolutions:
10. That, in substitution for all subsisting authorities, the Directors be generally and unconditionally authorised, in accordance with section 551 of the Companies Act 2006 ('Act'), to exercise all powers of the Company to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company:
(a) up to a maximum nominal amount of £8,673,976; and
(b) comprising equity securities (as defined in the Act) up to a nominal amount of £17,347,953 (such amount to be reduced by the nominal amount of any shares allotted or rights granted under paragraph (a) above of this resolution) in connection with an offer by way of a rights issue:
(i) to the holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings of ordinary shares; and
(ii) to the holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,
and this authority shall expire on 30 September 2015 or, if earlier, at the conclusion of the AGM of the Company to be held in 2015 but the Company may, before this authority expires, make any offer, agreement or arrangement which would or might require shares to be allotted or rights to be granted after such expiry and the Directors may allot shares or grant rights pursuant to such offer, agreement or arrangement as if the authority had not expired.
11. That, subject to the passing of resolution 10, the Directors be generally empowered pursuant to section 570 of the Act to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority conferred by resolution 10 as if section 561 of the Act did not apply to the allotment but this power shall be limited to:
(a) the allotment of equity securities where such securities have been offered (whether by way of rights issue, open offer or otherwise) to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings of ordinary shares but subject to the Directors having the right to make such exclusions or other arrangements in connection with the offering as they deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems under the laws in any territory or the requirements of any relevant regulatory body or stock exchange or any other matter; and
(b) the allotment of equity securities otherwise than pursuant to the power granted under resolution 11(a) up to a maximum nominal amount of £1,301,096,
and this power shall expire on 30 September 2015 or, if earlier, at the conclusion of the AGM of the Company to be held in 2015 but the Company may, before this power expires, make any offer, agreement or arrangement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities pursuant to such offer, agreement or arrangement as if this power had not expired.
12. That the Company be and is hereby generally and unconditionally authorised to make one or more market purchases (as defined in section 693 of the Act) of ordinary shares in the capital of the Company on such terms and in such manner as the Directors shall determine, provided that:
(a) the maximum number of ordinary shares which may be acquired pursuant to this authority is 52,043,860 ordinary shares in the capital of the Company;
(b) the minimum price which may be paid for each such ordinary share is its nominal value and the maximum price is the higher of 105% of the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately before the purchase is made and the amount stipulated by Article 5 (1) of the Buy-back and Stabilisation Regulation 2003 (in each case exclusive of expenses);
(c) this authority shall expire on 30 September 2015 or, if earlier, at the conclusion of the AGM of the Company to be held in 2015; and
(d) the Company may make a contract or contracts to purchase ordinary shares under this authority before its expiry which will or may be executed wholly or partly after expiry of this authority and may make a purchase of ordinary shares pursuant to such contract or contracts.
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, in accordance with sections 366 and 367 of the Act, the Company and all companies that are subsidiaries of the Company at any time during the period for which this resolution is effective are authorised to:
(a) make political donations to political parties and/or independent election candidates not exceeding £50,000 in total;
(b) make political donations to political organisations other than political parties, not exceeding £50,000 in total; and
(c) incur political expenditure not exceeding £50,000 in total,
in each case during the period commencing on the date of this resolution and ending at the conclusion of the AGM of the Company to be held in 2015 and provided that the aggregate amount of any such donations and expenditure shall not exceed £50,000 during such period. For the purpose of this resolution the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' shall have the meanings set out in sections 363 to 365 (inclusive) of the Act.
15. That the rules of the Speedy Hire Plc Performance Share Plan 2014 (the 'PSP') referred to in the Appendix to this Notice of AGM and produced in draft to this meeting and, for the purposes of identification, initialled by the Chairman, be approved and the Directors be authorised to:
(a) make such modifications to the PSP as they may consider appropriate to take account of the requirements of best practice and for the implementation of the PSP and to adopt the PSP as so modified and to do all such other acts and things as they may consider appropriate to implement the PSP; and
(b) establish further plans based on the PSP 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 limits on individual or overall participation in the PSP.
16. That the proposed updated form of the rules of the Speedy Hire Sharesave Scheme referred to in the Appendix to this Notice of AGM and produced in draft to this meeting and, for the purposes of identification, initialled by the Chairman, be approved to become the Speedy Hire 2014 Sharesave Scheme (the '2014 SAYE') and the Directors be authorised to:
(a) make such modifications to the 2014 SAYE as they may consider appropriate to take account of the requirements of HM Revenue & Customs and for the implementation of the 2014 SAYE and to adopt the 2014 SAYE as so modified and to do all such other acts and things as they may consider appropriate to implement the 2014 SAYE; and
(b) establish further plans based on the 2014 SAYE 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 limits on individual or overall participation in the 2014 SAYE.
17. That the proposed updated form of the rules of the Speedy Hire Irish 2007 Sharesave Scheme referred to in the Appendix to this Notice of AGM and produced in draft to this meeting and, for the purposes of identification, initialled by the Chairman, be approved to become the Speedy Hire 2014 Irish Sharesave Scheme (the '2014 Irish SAYE') and the Directors be authorised to make such modifications to the 2014 Irish SAYE as they may consider appropriate to take account of the requirements of the Irish Revenue Commissioners and for the implementation of the 2014 Irish SAYE and to adopt the 2014 Irish SAYE as so modified and to do all such other acts and things as they may consider appropriate to implement the 2014 Irish SAYE.
By Order of the Board
James Blair
Company Secretary
10 June 2014
Registered Office: Chase House 16 The Parks Newton-le-Willows Merseyside WA12 0JQ
Notes
1. A member entitled to attend and vote at the AGM convened by the notice set out above is entitled to appoint a proxy or proxies to attend, speak and vote in his place. A member 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 member. A proxy need not be a member of the Company. If you wish your proxy to speak on your behalf at the AGM you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.
2. A Form of Proxy is enclosed for your use. To be valid, the Form of Proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be received by the Company's Registrars, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, not later than 11:00 am on 14 July 2014.
3. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a 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. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message ('CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is 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 our Registrars, Equiniti (ID RA19) by 11:00 am on 14 July 2014. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application 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 instruction 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 Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. 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, to procure that his CREST sponsor or voting service provider(s) take(s)) such 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 system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
4. Completion of a Form of Proxy or the appointment of a proxy electronically will not stop you attending the meeting and voting in person should you so wish.
5. The right to appoint a proxy does not apply to a person whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the Act ('Nominated Person'). Nominated Persons may have a right under an agreement with the registered member who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if Nominated Persons do not have such a right, or do not wish to exercise it they may have the right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
6. Any corporation that is a member of the Company can appoint one or more corporate representatives who may exercise on its behalf all of the same powers as the corporation could exercise if it were an individual member provided that they do not do so in relation to the same shares. It is therefore no longer necessary to nominate a designated corporate representative.
7. In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority is determined by the order in which the names of the holders stand in the register of members in respect of the joint holding.
8. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members registered in the register of members of the Company as at 6.00 pm on 14 July 2014 (or in the case of an adjournment as at 48 hours before the time appointed for holding the meeting) shall be entitled to attend or vote at the AGM and that the number of votes which any member may cast, on a poll, will be determined by reference to the number of shares registered in such member's name at that time. Changes to entries on the register after that time will be disregarded in determining the rights of any person to attend or vote at the AGM.
9. A 'vote withheld' option is provided on the Form of Proxy which is to enable a member to withhold their vote on a particular resolution. It should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes 'for' or 'against' a resolution.
10. Copies of (a) the Directors; service contracts; (b) a Statement of Directors' share interests and those of their families; (c) the Articles and (d) the draft rules of each of the Speedy Hire Plc Performance Share Plan 2014, the Speedy Hire 2014 Sharesave Scheme and the Speedy Hire 2014 Irish Sharesave Scheme ('Scheme Rules') will be available for inspection during business hours on any weekday from the date of this letter until the conclusion of the AGM at the Company's registered office. The Scheme Rules will also be available for inspection during this period at the offices of New Bridge Street at 10 Devonshire Square, London EC2M 4YP. All these documents will also be vailable for inspection at the place of the AGM for at least 15 minutes prior to, and during, the AGM.
11. As at 9 June 2014 (being the latest business day prior to the publication of this notice), the Company's issued share capital consists of 520,438,603 ordinary shares of five pence each, carrying one vote each. Every member has one vote on a show of hands and on a poll one vote for each share held.
12. It is possible that, pursuant to requests made by members of the Company under section 527 of the Act, the Company may be required to publish on its website a statement setting out any matter relating to 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 AGM. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Act to publish on its website.
13. A member of the Company attending the AGM has the right to ask questions relating to the business being dealt with at the AGM in accordance with section 319A of the Act. The Company must cause to be answered any such question relating to the business being dealt with at the AGM but no such answer need be given if (a) to do so would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
14. In accordance with section 311A of the Act, the contents of this notice, details of the total number of shares in respect of which members are entitled to exercise voting rights at the AGM, the total voting rights members are entitled to exercise at the AGM and, if applicable, any members' statements, members' resolutions, or members' matters of business received by the Company after the date of this notice can be found at www.speedyhire.plc.uk.
15. Except as provided above, members of the Company who have general queries about the AGM should call our shareholder helpline on 0871 384 2769 (UK) or + 44 (0) 121 415 7047 (International) (calls to this number cost 8p per minute plus network extras. Lines are open 8.30am to 5.30pm, Monday to Friday) or write to the Company's registrars, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. No other methods of communication will be accepted. You may not use any electronic address provided either in this notice or any related documents (including the Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.
APPENDIX
Summary of the principal terms of the Speedy Hire Plc Performance Share Plan 2014 (the 'PSP'), the Speedy Hire 2014 Sharesave Scheme (the 'SAYE') and the Speedy Hire 2014 Irish Sharesave Scheme (the 'Irish SAYE') (together, 'the Plans')
1. PRINCIPAL FEATURES COMMON TO ALL PLANS
Limits on the issue of shares under the Plans
The Plans may operate over new issue ordinary shares in the Company ('Shares'), treasury Shares or Shares purchased in the market.
In any ten calendar year period, the Company may not issue (or grant rights to issue) more than 10 per cent. of the issued ordinary share capital of the Company under the Plans and any other employee share plan adopted by the Company.
In addition, no awards may be granted under the PSP which would cause the number of Shares issued or issuable pursuant to awards granted in the previous ten years under the PSP or any other discretionary share scheme adopted by the Company to exceed 5 per cent. of the issued ordinary share capital of the Company.
Treasury Shares will count as new issue Shares for the purposes of these limits unless institutional investors decide that they need not count.
Eligibility
All employees (including an executive director) of the Company and its subsidiaries will be eligible to participate in the Plans.
Participation in the PSP is at the discretion of the remuneration committee of the board of directors (the 'Committee'). It is currently anticipated that participation in the PSP will be limited to the Company's Executive Directors and selected senior management.
The board of directors of the Company (the 'Board') may require employees to have completed a qualifying period of employment of up to five years in respect of the SAYE, and up to three years in respect of the Irish SAYE, before the grant of options under such schemes. The Board may also allow other employees to participate.
Participants' rights
Awards and options settled in Shares will not confer any shareholder rights until the awards have vested or the options have been exercised as relevant and the participants have received their Shares.
Rights attaching to Shares
Any Shares allotted when an award vests or is exercised will rank equally with Shares then in issue (except for rights arising by reference to a record date prior to their allotment).
Variation of capital
In the event of any variation of the Company's share capital, the Committee may make such adjustment as it considers appropriate to the number of Shares subject to an award and/or the exercise price payable (if any).
In respect only of the PSP, the Committee may also make such adjustment in the event of a demerger, payment of a special dividend or similar event which materially affects the market price of the Shares.
Alterations to the Plans
The Committee (or Board, as relevant in the case of the SAYE and Irish SAYE) may, at any time, amend the Plans in any respect, provided that the prior approval of shareholders is obtained for any amendments that are to the advantage of participants in respect of the rules governing eligibility, limits on participation, the overall limits on the issue of Shares or the transfer of treasury Shares, the basis for determining a participant's entitlement to, and the terms of, the Shares or cash to be acquired and the adjustment of awards.
The requirement to obtain the prior approval of shareholders will not, however, apply to any minor alteration made to benefit the administration of the Plans, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for any company in the Company's group, and, in respect only of the SAYE and Irish SAYE, to take account of any changes required by HM Revenue & Customs ('HMRC') and the Irish Revenue Commissioners.
Overseas plans
The shareholder resolution to approve the PSP and SAYE will allow the Board to establish further plans for overseas territories, any such plan to be similar to the relevant plan, but modified to take account of local tax, exchange control or securities laws, provided that any Shares made available under such further plans are treated as counting against the limits on individual and overall participation in the relevant plan.
Non-transferability of awards and options
Awards and options are not transferable other than to the participant's personal representatives in the event of his death.
Pensionability
No benefit received under the Plans will be pensionable.
2. THE PSP
In addition to the features described in (1) above, the principal features of the PSP are as follows:
Operation
The Committee will supervise the operation of the PSP.
Grant of awards
The Committee may grant awards to acquire Shares within six weeks following the Company's announcement of its results for any period. The Committee may also grant awards within six weeks of shareholder approval of the PSP or at any other time when the Committee considers there are sufficiently exceptional circumstances which justify the granting of awards.
The Committee may grant awards as conditional share awards or nil (or nominal) cost options. The Committee may also decide to grant cash-based awards of an equivalent value to share-based awards or to satisfy share-based awards in cash, although it does not currently intend to do so.
An award may not be granted more than 10 years after shareholder approval of the PSP.
No payment is required for the grant of an award. Awards are not transferable, except on death. Awards are not pensionable.
Individual limit
An employee may not receive awards in any financial year over Shares having a market value in excess of 150% of their annual base salary in that financial year (rising to 200% in exceptional circumstances).
Performance conditions
The vesting of awards will be subject to performance conditions set by the Committee.
It is proposed that the performance conditions for the first awards under the PSP will be based as to one half on the Company's earnings per share ('EPS') performance at the end of a three year measurement period (three consecutive financial years of the Company, starting with the financial year in which the awards are granted - 'the Performance Period'), and as to the other half on the Company's total shareholder return ('TSR') performance over the same period.
The following vesting schedule will apply to the EPS element of the first awards:
EPS for the financial year of the Company ending 31 March 2017 % of EPS element of the awards that vests
(the last year of the Performance Period)
Less than 3.5 pence 0%
3.5 pence 25%
4.5 pence or better 100%
Between 3.5 pence and 4.5 pence Pro-rata between 25% and 100%
For such purposes EPS will be calculated on such adjusted basis as the Committee determines appropriate.
In relation to the TSR element, the performance targets for the first awards will compare the Company's TSR over the Performance Period against the TSR performance of a comparator group of companies comprising the constituents of the FTSE 250 Index (excluding investment trusts) as at the start of the Performance Period.
The following vesting schedule will apply to the TSR element of the first awards:
|
Rank of the Company's TSR performance over the Performance Period relative to the TSR performance of the Comparator Group |
% of TSR element of the performance shares awards that vests subject to the underpin |
Less than median 0%
Median 25%
Upper quartile or better 100%
Between median and upper quartile Pro-rata between 25% and 100%
Three month averaging periods prior to the start and end of the Performance Period will apply for the purposes of such TSR calculations.
Regardless of the Company's TSR performance, no part of the TSR element of such awards will vest unless the Committee is also satisfied that the Company's TSR performance is reflective of its underlying performance.
The Committee can set different performance conditions from those described above for future awards granted to the Company's executive directors and senior management provided that, in the reasonable opinion of the Committee, the new targets are not materially less challenging in the circumstances than the conditions described above.
The Committee can set different performance conditions from those described above in the case of awards granted to other employees.
The Committee may also vary the performance conditions applying to existing awards if an event has occurred which causes the Committee to consider that it would be appropriate to amend the performance conditions, provided the Committee considers the varied conditions are not materially less challenging than the original conditions would have been but for the event in question. The Committee must act fairly in making the alteration.
Vesting of awards
Awards normally vest three years after grant to the extent that the applicable performance conditions (see above) have been satisfied and provided the participant is still employed in the Company's group. Awards structured as conditional shares awards will then automatically deliver vested shares shortly following the award vesting. Awards structured as nil (or nominal) cost options will ordinarily become exercisable to call for the vested shares at any time from the time of vesting of the award up until the day before the tenth anniversary of grant, unless they lapse earlier.
In connection with the implementation of the PSP, the Committee proposes to introduce a requirement that the Company's executive directors will be required to retain their net of tax number of vested shares (if any) delivered under the PSP (or maintain unexercised the full number of the vested shares whilst held under an unexercised nil (or nominal) cost option where relevant) for at least two years from point of vesting.
Dividend equivalents
The Committee may decide that participants will receive a payment (in cash and/or Shares) on or shortly following the vesting of their awards, of an amount equivalent to the dividends payable on vested shares between the date of grant and the date of vesting of an award (or, where awards are structured as nil or nominal cost options, the date on which any applicable holding period ends). This amount may assume the reinvestment of dividends.
Leaving employment
As a general rule, an award will lapse upon a participant ceasing to hold employment or be a director within the Company's group. However, if a participant ceases to be an employee or a director because of injury or disability, retirement, his employing company or the business for which he works being sold out of the Company's group or in other circumstances at the discretion of the Committee ('good leaver' reasons), then his award will normally vest on the date when it would have vested had he had not ceased such employment or office to the extent outlined below.
Alternatively, if a participant ceases to be an employee or director in the Company's group for one of the good leaver reasons specified above, the Committee can decide that his award will vest when he leaves, and if a participant ceases to be an employee or director by reason of death in service, his award will vest on the date of death, to the extent outlined below.
The extent to which an award will vest in these situations will depend upon two factors: (i) the extent to which the performance conditions have, in the opinion of the Committee, been satisfied over the original three year performance measurement period (or up to the date of cessation if the Committee so determines or in the case of death); and (ii) pro rating of the award to reflect the reduced period of time between its grant and the date of cessation, although the Committee can decide not to pro-rate an award if it regards it as inappropriate to so in the particular circumstances.
Corporate events
In the event of a takeover or winding up of the Company (not being an internal corporate reorganisation) all awards will vest early subject to: (i) the extent that, in the opinion of the Committee, the performance conditions have been satisfied at that time; and (ii) the pro-rating of the awards to reflect the reduced period of time between their grant and vesting, although the Committee can decide not to pro-rate an award if it regards it as inappropriate to do so in the particular circumstances.
In the event of an internal corporate reorganisation awards will be replaced by equivalent new awards over shares in a new holding company unless the Committee decides that awards should vest on the basis which would apply in the case of a takeover.
If a demerger, special dividend or other similar event is proposed which, in the opinion of the Committee, would affect the market price of Shares to a material extent, then the Committee may decide that awards will vest on such basis as it decides.
Clawback
The Committee may decide within three years of the vesting of an award that the award will be subject to clawback where there has been a material misstatement in the Company's financial results, an error in assessing any applicable performance condition or in the event of cessation of service resulting from gross misconduct.
The clawback may be satisfied by way of a reduction in the amount of any future bonus, subsisting award, the vesting of any subsisting award or future share awards and/or a requirement to make a cash payment.
3. THE SAYE AND IRISH SAYE
In addition to the features described in (1) above, the principal features of the SAYE and Irish SAYE are as follows:
Operation
The operation of the SAYE and the Irish SAYE will be supervised by the Board.
It is intended that the SAYE will meet the requirements of Schedule 3 to the Income Tax (Earnings and Pensions) Act 2003 ('ITEPA') as amended as re-enacted from time to time in order to provide UK tax-advantaged options to UK employees.
The Irish SAYE is an Irish Revenue Commissioners' approved all-employee scheme under which tax favoured options may be granted to Irish tax resident employees.
Grant of options
Invitations to participate in the SAYE and Irish SAYE may normally be issued within the 42 days beginning with the fourth dealing day following the announcement of results for any period, or at any other time if the Board determines that the circumstances are exceptional.
Options must be granted within 30 days (or 42 days if applications are scaled back) of the first day by reference to which the option price is set. Options may not be granted more than 10 years after shareholder approval of the SAYE and Irish SAYE.
Individual participation
Monthly savings by an employee under all savings contracts linked to options granted under the SAYE or any other sharesave scheme may not exceed the statutory maximum (with effect from 6 April 2014 this increased from £250 to £500 in aggregate per month). In respect of the Irish SAYE, this monthly limit is €500 in aggregate per month. The Board may set a lower limit in relation to any particular grant.
The number of Shares over which an option is granted under the SAYE will be such that the total option price payable for those Shares will correspond to the proceeds on maturity of the related savings contract.
The maximum number of Shares a participant will be able to acquire on the exercise of an option granted under the Irish SAYE will be calculated by reference to the exchange rate between euro and sterling at the invitation date. Savings are converted into sterling at exercise and a participant may not be able to exercise his option over the full amount of Shares over which the option was granted, only being able to acquire the number of Shares permitted by the exchange rate at the time of exercise. A participant will not be entitled to buy any additional Shares above the maximum amount and any surplus savings will be returned to the participant.
Option price
The price per Share payable upon the exercise of an option will not be less than the higher of (i) 80 per cent. of the average of the middle market quotations of a Share for the 3 consecutive dealing says immediately preceding the date of issue of invitations, as derived from the Daily Official List of the London Stock Exchange and (ii) if the option relates only to new issue Shares, the nominal value of a Share.
Exercise of options
Options granted under the SAYE and Irish SAYE will normally be exercisable for a 6 month period from the third or fith anniversary of the commencement of the related savings contracts. Earlier exercise is permitted, however, in the following circumstances:
· following cessation of office or employment by reason of death, injury, disability, redundancy, retirement (in the case only of the Irish SAYE, retirement at the age of 65 or otherwise in accordance with the participant's contract of employment);
· in the case only of the SAYE, following cessation of office or employment due to the participant's office or employment being with a company which ceases to be an associated company of the Company by reason of a change of control and/or a transfer within the meaning of the Transfer of Undertakings (Protection of Employment) Regulations 2006;
· in the case only of the Irish SAYE, following cessation of office or employment due to the participant's employing company being transferred out of the Company's group and/or the business in which the participant is employed or holds office being transferred out of the Company's group; and
· in the event of a takeover, amalgamation, reconstruction or winding-up of the Company.
Except where stated above, options will lapse when a participant ceases to hold office or employment within the Company's group. Shares will be allotted or transferred to participants within 30 days of exercise.