Notice is hereby given that the twenty seventh Annual General Meeting (the “Meeting”) of Wynnstay Group Plc (the “Company”) will be held in The Sovereign Suite, Shrewsbury Town Football Club, Oteley Road, Shrewsbury, Shropshire, SY2 6ST on Tuesday 26 March 2019 at 11.45 am to transact the following business:
1. To receive and adopt the Company’s annual accounts for the financial year ended 31st October 2018 together with the Directors’ Report and Auditors’ Report on those accounts.
2. To declare a final dividend for the year ended 31 October 2018.
3. To re-appoint the following Director who retires by rotation under Article 91: Philip Michael Kirkham
4. To re-appoint the following Director who retires by rotation under Article 91: David Andrew Thomas Evans
5. To re-appoint the following Director who retires under Article 86: Gareth Wynn Davies
6. To re-appoint BDO LLP as auditors, to hold office from the conclusion of the Meeting to the conclusion of the next Meeting at which accounts are laid before the Company at a remuneration to be determined by the Directors.
7. To approve the rules of the Wynnstay Performance Share Plan (“PSP”), the principal terms of which are summarised in the annual report on pages 96-97 and which are produced in final form to this meeting and initialled by the Chairman of the meeting for the purposes of identification, and to authorise the Directors to:
(a) adopt the PSP and to do all such other acts and things as they may consider appropriate to implement the PSP (including, for the avoidance of doubt, the operation of and/or establishment of an employee benefit trust relating to operation of the PSP); and
(b) establish any sub-plans based on the PSP for the benefit of employees inside or outside the UK, modified as necessary to take account of any relevant existing, revised or new exchange control, taxation or securities laws in the relevant jurisdiction, provided that any shares made available under such sub-plans are treated as counting against any limits on individual or overall participation in the PSP.
To consider and, if thought fit, pass the following Resolutions which will be proposed as Special Resolutions :
8. That, the Directors be and they are hereby generally and unconditionally authorised for the purposes of Section 551 of the Companies Act 2006 (the “Act”) to exercise all powers of the Company to allot equity securities up to an aggregate nominal amount of £450,000 provided that this authority shall, unless renewed, varied or revoked by the Company in General Meeting, expire on the earlier of the next Annual General Meeting of the Company and 15 months from the date of this Resolution save that the Company may, before such expiry, make an offer or agreement which would or might require relevant securities to be allotted after such expiry, and the Directors may allot relevant securities in pursuance of such offer or agreement notwithstanding that the authority conferred by this Resolution has expired. This authority is in substitution for all previous authorities conferred upon the Directors pursuant to Section 551 of the Companies Act 2006, but without prejudice to the allotment of any relevant securities already made or to be made pursuant to such authorities.
9. That, subject to passing Resolution 8 earlier, the Directors be and they are empowered pursuant to Section 570 of the Act to allot equity securities wholly 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 this power shall be limited to the allotment of equity securities:-
(a) in connection with an offer of such securities by way of rights to holders of Ordinary Shares in proportion (as nearly as may be practicable) to their respective holdings of such shares, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange; and
(b) otherwise than pursuant to sub-paragraph (a) above up to an aggregate nominal amount of £450,000, and shall expire on the earlier of the next Annual General Meeting of the Company and 15 months from the date of this Resolution save that the Company may, before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred by this Resolution has expired.
10. That, the Company be and is generally and unconditionally authorised for the purposes of Section 701 of the Act to make one or more market purchases (within the meaning of Section 693 of the Act) on the London Stock Exchange of Ordinary Shares of £0.25 each in the capital of the Company provided that:-
(a) the maximum aggregate number of Ordinary Shares authorised to be purchased is 500,000 (representing approximately 2.5% of the Company’s issued ordinary share capital);
(b) the minimum price which may be paid for such shares is £0.25 per share;
(c) the maximum price which may be paid for an Ordinary Shares shall not be more than 5% above 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 preceding the date on which the ordinary share is purchased;
(d) unless previously renewed, varied or revoked, the authority conferred shall expire at the conclusion of the Company’s next Annual General Meeting or 15 months from the date of passing this Resolution, if earlier; and
(e) the Company may make a contract or contracts to purchase Ordinary Shares under the authority conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of ordinary shares in pursuance of any such contract or contracts.
By Order of the Board
Bryan Paul Roberts
22 January 2019
Company Secretary Wynnstay Group Plc Eagle House Llansantffraid-ym-Mechain Powys, SY22 6AQ
1. Appointment of proxies A member of the Company is entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote at the Meeting. A form of proxy accompanies this document and if it is to be used, it must be deposited at the Company’s Head Office not less than 24 hours before the meeting. A proxy does not need to be a member of the Company but must attend the Meeting to represent you.
2. Re-appointment of Director Under Article of Association No. 86, the Board did, during the year exercise its authority to appoint an additional director. Under that authority the appointed director has to resign at the first annual general meeting after appointment, and if they are eligible may seek re-election. Therefore under resolution 5, Mr Gareth Wynn Davies duly seeks shareholder approval for re-election.
3. Approval of new Performance Share Plan Resolution 7 relates to the proposal to adopt a new employee share plan to reward and incentivise the executive directors and key members of senior management. The reasons for the proposal of the PSP are described in the Directors’ Remuneration Report for the year ended 31 October 2018 and a summary of the principal terms of the PSP is set out on pages 96-97 of this document. The draft rules of the PSP will be available for inspection at the Company’s registered office (at Eagle House, Llansantffraid, Powys SY22 6AQ) during usual business hours on any weekday (Saturday, Sunday and public holidays in the United Kingdom excluded) from the date of this Notice until the end of the Annual General Meeting, or here.
4. Authority to allot shares Special resolutions 8 & 9 are put forward to give the directors authority to allot new shares (including to those shareholders exercising their preference to receive dividends in the form of Scrip shares). The resolutions limit the requested authority to the stated maximum as an added shareholder protection. These authorities give the directors the flexibility in financing possible business opportunities and are normal practise for a company of this size, and are routinely put to shareholders.
5. Authority to purchase shares Special resolution 10 is put forward to give the directors the ability to buy back and cancel existing shares if they feel that such action would benefit all remaining shareholders and are normal practise for a company of this size, and are routinely put to shareholders.
6. Documents on display Copies of necessary documents will be available for at least 15 minutes prior to the Meeting and during the Meeting.
7. Enquiries relating to the Meeting Members are welcome to contact the Company Secretary with any enquiries relating to the Meeting or the Agenda during normal business hours at any time prior to the Meeting. Enquiries concerning shareholdings should be directed to the Company’s external registrar at the following address : Neville Registrars, Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD. (Tel. 0121 585 1131)