Notice of EGM

RNS Number : 3700D

B&M European Value Retail S.A.

28 October 2020

 

28 October 2020

B&M European Value Retail S.A.

("B&M" or the "Company")

Notice of Extraordinary General Meeting

("EGM")

B&M has posted to shareholders today a notice of an EGM to be held to on 03 December 2020 to amend the Company's Articles of Association, to address changes to the regulatory regime applicable to the Company following the expiry of the transitional period in relation to UK's exit from the EU on 31 December 2020 ("Exit-Day"). The Board of B&M recommends that sharehoders vote in favour of all the resolutions.

A key element of this process is that the current shares in the Company will be digitalised, which means those shares in paper certificated form will be dematerialised and the share register will be replaced by the shares being registered in an account with a central securities depository. Shareholders rights and entitlements (including dividend and voting rights) will not be affected by these changes.  

The other changes are to preserve as far as practicable the legal and regulatory provisions in relation to takeovers and transparency disclosures which currently apply to the Company, by including them in our Articles of Association. These provisions will continue to apply after Exit-Day without any uncertainty impacting the Company whatever the outcome of the final Brexit negotiations may be at a UK governmental level.

A summary of each of the changes are set out as follows below.   

Firstly, as a result of changes to the securities settlement regime applicable to the Company as a consequence of Brexit, and to ensure that settlements in the trading in B&M's shares continue to be made in the London market without any disruption after the Exit-Day, it will be necessary for B&M's shares to be registered with an EU member state central securities depository ("CSD"). The Board therefore proposes that LuxCSD, the central securities depository in Luxembourg, be appointed as the relevant EU member state CSD. This will require shareholders to approve a resolution to dematerialise B&M's shares so that they can be held in book entry form in LuxCSD. The necessary arrangements will be implemented through Euroclear Bank, acting as the account holder of B&M's shares with LuxCSD. On the approval of the dematerialisation process the depository interests ("DI") programme, which is currently in place in relation to B&M's shares, will be substituted with a CREST depository interests ("CDI") programme in which the shares in B&M will be held indirectly in dematerialised form, and notice to terminate the DI programme will be given by the depository to all DI holders. It is envisaged that the dematerialisation of shares will commence, following the expiry of the period specified in the notice of termination, on or about 10 December 2020. Subject to the resolutions being passed at the EGM, DI holders will not need to take any further action in relation to this process, and the Company will be writing to each holder of certificated ordinary shares with the form which they will then need to complete with their broker. 

Secondly, the current shared jurisdiction of the UK Panel on Takeovers and Mergers (the "UK Takeover Panel") and the Commission de Surveillance du Secteur Financier (the "CSSF") in Luxembourg in relation to any takeover offer for the Company will cease to apply to the Company after the Exit-Day. The Board therefore proposes that the Articles of Association of the Company be amended to include provisions requiring shareholders and the Company to adhere to the City Code on Takeovers and Mergers as far as practicable in relation to any bid for the Company after the Exit-Day. In relation to mandatory takeover offer, squeeze-out and sell-out thresholds they are proposed to remain the same as those which have applied to the Company since the IPO.

Thirdly, the Luxembourg law of 11 January 2008 (the "Luxembourg Transparency Law") which implemented the EU Transparency Directive 2004/109/EC will also cease to apply to the Company following the Exit-Day. The Board therefore proposes that the Articles of Association of the Company be amended to include so far as practicable similar obligations on shareholders who acquire or dispose of voting rights in B&M to those under the Luxembourg Transparency Law in relation to the disclosures of relevant interests as if such law continued to apply. The actual percentage thresholds requiring disclosure are proposed to remain the same as those which have applied to the Company since the IPO under the Luxembourg Transparency Law.

B&M has therefore posted to shareholders today a Notice of EGM. The purpose of the EGM is to propose the necessary resolutions for shareholders to approve a decision to dematerialise the shares in the Company, to make changes to the Articles of Association of the Company to implement the dematerialisation process, and to adopt the takeover, squeeze-out, sell-out and transparency provisions (each as referred to above and in the Appendix 1 to this announcement below, and set out in more detail in the Notice of EGM).  

A copy of the Notice of EGM will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism . A copy of the Notice of EGM along with a copy of the Articles of Association of the Company which has been marked-up to show the proposed amendments, are available on the Company's website at www.bandmretail.com/investors/egm.aspx A summary form of the Notice of EGM is also set out in Appendix 1 to this announcement.

As many shareholders will not be able to attend the EGM and also in view of the Covid-19 impacts on travel, we encourage shareholders to cast their votes by proxy as soon as possible. The quorum for the EGM requires that at least 50% of the issued share capital of the Company is represented in person or by proxy. We therefore strongly encourage all our shareholders to vote. The EGM will be held at 9, Allée Scheffer, L-2520 Luxembourg on Thursday 03 December 2020, commencing at 12:00 noon (CET).

Enquiries

B&M European Value Retail S.A.

For further information please contact [phone]

Simon Arora, Chief Executive

Paul McDonald, Chief Financial Officer

[e-mail]

Media

For media please contact [phone]

Maitland

Jonathan Cook  

[e-mail]

 

APPENDIX 1

B&M European Value Retail S.A.

Société Anonyme

Registered office: 9, Allée Scheffer, L-2520 Luxembourg

Grand-Duchy of Luxembourg

R.C.S. Luxembourg: B 187275

Notice of the Extraordinary General Meeting of B&M European Value Retail S.A. to be held at 12:00 noon (CET) on Thursday 03 December 2020 at 9, Allée Scheffer, L-2520 Luxembourg before a Luxembourg notary.

AGENDA

Extraordinary resolutions

1. To approve the amendments set out below to the Articles of Association of the Company, with immediate effect and without amending the corporate object of the Company:

(i) By amending article 5.1 (Issued share capital) to no longer permit fractional shares in the share capital of the Company by deleting the words "Shares may be divided in fractions, an appropriate number thereof conferring the same rights as a share." at the end of the first paragraph of that article and inserting in place of them the words "Shares may not be divided in fractions."

(ii) By amending articles 5.2(2) and 9 to read as follows to reflect that there will no longer be fractional shares in the share capital of the Company:

"(2) in connection with such arrangements as the Board of Directors considers necessary or appropriate, in the context of otherwise pre-emptive issues of shares, to deal with treasury shares, fractional entitlements, record dates and legal, regulatory or practical problems in, or under the laws of, any territory or any other matter. In the case of fractional entitlements, the Board of Directors shall round these up or down to the nearest whole number of shares as it sees fit in its absolute discretion; or"

"9. Several owners.

9.1 If there are several owners of a share, the Company is entitled to suspend the exercise of the rights attaching thereto until one person is designated as being the owner, vis-à-vis the Company, of the share. If there are several owners of a share, and unless otherwise notified to the Company by those holders, the person whose name first stands in the share register or who is recorded in the relevant book-entry in case of dematerialised shares shall be considered as being the designated owner for these purposes towards the Company.

9.2 If, as the result of consolidation and division or sub-division of shares, holders of shares would become entitled to fractions of a share, the shareholders' meeting of the Company may decide on how such fractions shall be dealt with including by way of rounding up or down the holding."

(iii) By replacing article 6 with the following amended version in order to provide for the possibility of the Company issuing dematerialised shares, as well as the voluntary and compulsory dematerialisation of the existing shares in the share capital of the Company:

"6. Form of the shares, Dematerialisation and Transfer of shares.

6.1 Form of the Shares

6.1.1 Until the Voluntary Effective Date (as defined in article 6.4 below), all new shares shall be issued in registered form. Registered shares may not be converted into bearer shares.

6.1.2 Upon the Voluntary Effective Date (inclusive), all new shares shall be issued in dematerialised form in accordance with article 430-7 of the 1915 Law and the Luxembourg law on dematerialised securities of 6 April 2013 (the "2013Law").

6.2 Registered shares - Share register

6.2.1 This article 6.2 shall apply to the extent that the shares are in registered form.

6.2.2 A register of the registered shares shall be maintained at the registered office of the Company and every shareholder may examine it. The register shall specify:

(a) the precise designation of each shareholder and the number of shares held by him;

(b) the payments made on the shares; and

(c) transfers and the dates thereof or the date of conversion of the registered shares into dematerialised form.

Subject to the provisions of article 6.6, ownership of registered shares shall be established by an entry in the share register.

6.2.3 Share certificates and replacement share certificates

6.2.3.1 Shares may be provided at the owner's request and at the owner's option, in certificates representing single shares or in certificates representing two or more shares.

6.2.3.2 Replacement share certificates may be issued in the following circumstances:

(a) Where a holder holds two or more certificates for shares, the Board of Directors may at his request, on surrender of the original certificates and without charge, cancel the certificates and issue a single replacement certificate.

(b) At the request of a holder of shares, the Board of Directors may cancel a certificate and issue two or more in its place (representing shares in such proportions as the holder may specify), on surrender of the original certificate and on payment of such reasonable sum as the Board of Directors may decide.

(c) Where a certificate is worn out or defaced the Board of Directors may require the certificate to be delivered to it before issuing a replacement and cancelling the original.

(d) If a certificate is lost or destroyed, the Board of Directors may cancel it and issue a replacement certificate on such terms as to provision of evidence and indemnity and to payment of any exceptional out of pocket expenses incurred by the Company in the investigation of that evidence and the preparation of that indemnity as the Board of Directors may decide.

6.3 Dematerialised shares

6.3.1 All the shares in the Company shall be dematerialised, in accordance with the provisions of this article 6.

6.3.2 All dematerialised shares are registered in a single issuance account opened with the following clearing institution: LuxCSD, with its registered address at 42, Avenue J.F. Kennedy, L-1855 Luxembourg.

6.3.3 The dematerialised shares are not in registered or bearer form and are only represented, and the property rights of the Shareholder on the dematerialised shares are only established, by book-entry with the clearing institution in Luxembourg.

6.3.4 For the purpose of identifying the Shareholder, the Company may, at its own cost, request from the clearing institution, the name or corporate name, the nationality, date of birth or date of incorporation and the address of the holders in its books which immediately confers or may confer in the future voting rights at the Company's shareholders' meeting, as well as the number of shares held by each of them and, if applicable, the restrictions the shares may have. The clearing institution provides to the Company the identification data it holds on the holders of securities accounts in its books and the number of shares held by each of them.

The same information concerning the holders of shares on own account are gathered by the Company through the securities depositary or other persons, which directly or indirectly keep a securities account with the clearing institution at the credit of which appear the relevant shares.

The Company as issuer may request confirmation from the persons appearing on the lists so provided that they hold the shares for their own account.

When a person has not provided the information requested by the Company in accordance with this article 6.3.4 within two (2) months following the request or if it has provided incomplete or erroneous information in respect of its quality, or the quality of the shares it holds, the Company may, until such time that the information has been provided, suspend the voting rights of such holder of shares pro rata to the proportion of shares for which the requested information has not been obtained.

6.3.5 The Company shall make all dividend and other payments with respect to the dematerialised shares, whether in cash, shares or other assets, to LuxCSD or in accordance with the instructions of LuxCSD, and such payment shall release the Company from any further obligations with respect to such dividend or other payment.

6.4 Voluntary dematerialisation

As from (i) the next calendar day immediately following the date of the expiry of any notice of termination given to any person by or on behalf of any professional depository of securities (or its nominee or agent) in relation to any depository interest program that has been established at any time with respect to the Company (a "DIProgram") or (ii) such later date as may otherwise be determined by the Board, the holders of any shares in the Company (including without limitation any professional depository of securities (or its nominee or agent) being the holder of any shares in the Company relating to such a DI Program) may proceed with the voluntary dematerialisation of their shares (the "VoluntaryEffectiveDate").

6.5 Compulsory dematerialisation

6.5.1 Either of the general shareholders' meeting or the Board is authorised to (i) proceed with a compulsory dematerialisation of the shares of the Company in accordance with this article 6.5 and the 2013 Law as of the Compulsory Commencement Date (as defined in article 6.5.2 below) and (ii) following the compulsory dematerialisation of all shares and, to the extent applicable, the transfer of shares by the Company in accordance with article 6.5.6, amend the articles of association in order to remove those provisions relating to the shares being in registered form (including, but not limited to, articles 5.1, 6.1.1, 6.2, 6.6(i), second paragraph of 6.6, 6.7.1.1, 9.1 and 24.3.5) and reference to the Voluntary Effective Date in article 6.1.2.

6.5.2 The compulsory dematerialisation of the existing shares will be effective three (3) months after the date of publication of the decision of the extraordinary general shareholders' meeting approving the compulsory dematerialisation and these Articles in the Recueil électronique des sociétés et associations (the "RESA") (the "CompulsoryCommencementDate").

6.5.3 As from the Compulsory Commencement Date, shares held via book entry through any securities settlement system may no longer be directly registered in the register of shareholders of the Company and all such shares will be dematerialised and registered in the issuance account kept at LuxCSD.

6.5.4 Holders directly recorded in the register of shareholders shall provide the Company with the required data allowing their shares to be credited to their securities account, no later than the date which is two (2) years after the Compulsory Commencement Date (the "CompulsoryConversionDate"). Upon each such conversion, the register of shareholders shall be updated.

6.5.5 Voting rights attached to shares which have not been dematerialised by the Compulsory Conversion Date shall thereafter be automatically suspended until their dematerialisation. Any distributions on such shares after the Compulsory Conversion Date shall be held in escrow by the Company and, subject to prescription, shall be paid (without interest) after such dematerialisation has occurred. Such shares for which the voting rights have been suspended in accordance with this article 6.5.5 shall not be taken into account for the calculation of the quorum and of the majorities during the general meetings of shareholders. The holders of such shares in relation to which the voting rights are suspended shall not be admitted to such general meetings.

6.5.6 Shares which have not been converted into dematerialised form within two (2) years as from the Compulsory Commencement Date may be converted by the Company into dematerialised shares and recorded by the Company in a securities account under its name. Shares converted in this manner shall be recorded in the name of the Company until the holder comes forward and has such shares recorded in its name. The costs for opening and holding the account shall be incurred by the Company. Article 6.5.5 and the two preceding sentences of this article shall continue to apply until the day when the shares are recorded in an account in the name of the holder. The record of the shares in the securities account in the name of the Company made pursuant to this article 6.5.6 does not make the Company the holder of rights in relation to these shares.

6.5.7 To the extent that any shares of holders directly registered in the register of shareholders have not been dematerialised within eight (8) years as from the Compulsory Commencement Date, they may be sold by the Company with at least three (3) months prior notice published in the same way as the convening notices for the shareholders' meeting.

6.6 Indirect holdings of shares

Where shares are either (i) recorded in the register of shareholders on behalf of one or more persons or (ii) held in dematerialised form on behalf of one or more persons (the "IndirectHolders") in the name of a securities settlement system or the operator of such a system or in the name of a professional depository of securities or any other depository (such systems, professionals or other depositories being referred to hereinafter as "Depositories" and each a "Depository") or of a sub-depository designated by one or more Depositories, the Company will permit the Indirect Holders to exercise the rights attaching to those shares, including admission to and voting at or in relation to shareholders' meetings in accordance with any rules or arrangements established from time to time by or in relation to any central securities depository or otherwise in accordance with any procedures which may otherwise be established by the Company (subject always to producing such evidence of their identity and interests in any such securities to the satisfaction of the Company), and shall consider those persons to be the shareholders for the purposes of article 8. The Board of Directors may determine the formal requirements with which such certificates must comply.

Notwithstanding the foregoing, in the case of registered shares, the Company will make payments, by way of dividends or otherwise, in cash, shares or other assets only into the hands of the Depository or sub-depository recorded in the share register of the Company or in accordance with their instructions, and that payment shall release the Company from any and all obligations for such payment.

6.7 Transfer of shares

6.7.1 General

The shares of the Company are free from restrictions on transfer subject to the provisions below.

6.7.1.1 To the extent that the shares are in registered form prior to the Voluntary Effective Date, transfers shall be carried out by means of a declaration of transfer entered in the share register of the Company, dated and signed by the transferor and the transferee or by their duly authorised representatives, and in accordance with the rules on the assignment of claims laid down in article 1690 of the Civil Code. The Company may accept and enter in the register a transfer on the basis of correspondence or other documents recording the agreement between the transferor and the transferee.

The above is without prejudice to the transfers by Indirect Holders, in the case provided for in article 6.6, in accordance with the applicable rules and procedures applicable to such transfers.

6.7.1.2 All dematerialised shares are freely transferable. Transfers of dematerialised shares are realised by account-to-account transfers.

6.7.2 On death

Transmission, in the case of death, shall be validly established vis-à-vis the Company, provided that no objection is lodged, on production of a death certificate, the certificate of registration and an affidavit (acte de notoriété) attested by a juge de paix or a notary.

The Company shall recognise only the personal representative or representatives of a deceased holder as having title to a share held by that holder alone or to which he alone was entitled. In the case of a share held jointly by more than one person, the Company may recognise only the survivor or survivors as being entitled to it.

Nothing in the Articles releases the estate of a deceased holder from liability in respect of a share which has been solely or jointly held by him."

(iv) By amending article 24.3.4 to read as follows in light of the intended dematerialisation of the shares:

"24.3.4 The Convening Notice is sent within the thirty (30) day, or seventeen (17) day period, as applicable, referred to in Article 24.3.1, to the shareholders, the members of the Board of Directors and the approved independent auditors (réviseurs d'entreprises agrés) (the "Addressees"). This communication shall be sent by letter to the Addressees, unless the Addressees (or any one of them) have expressly and in writing agreed to receive communication by other means, in which case such Addressee(s) may receive the convening notice by such other means of communication."

(v) By amending articles 24.3.5 and 24.6.10 to read as follows in light of the intended dematerialisation of the shares:

"24.3.5 Until the Voluntary Effective Date and to the extent that all the shares are in registered form and represent the entire share capital, the Convening Notice needs to be sent only by registered letters to the Addressees, unless the Addressees (or any one of them) have expressly and in writing agreed to receive communication by other means, in which case such Addressee(s) may receive the convening notice by such other means of communication."

"24.6.10 The rights of a shareholder to sell or otherwise transfer his shares during the period between the Record Date (as defined in Article 24.6.11) and the shareholders' meeting to which it applies are not subject to any restriction to which they are not subject to at other times."

(vi)  By removing article 24.6.11 and renumbering the subsequent articles accordingly.

(vii) By amending the last paragraph of article 28.2 to read as follows in light of the intended dematerialisation of the shares:

"In addition to any applicable laws relating to the public disclosure of annual accounts, the annual accounts, as well as the report of the statutory auditors or of the independent auditors réviseur(s) d'entreprises agré(s), the annual report and the observations of the Board of Directors shall be made available to the shareholders at the same time as the convening notice. Every shareholder shall be entitled to obtain free of charge, upon production of his title, fifteen (15) days before the meeting, a copy of the documents referred to in the foregoing paragraph."

2. To approve:

(i) that all new shares issued in the share capital of the Company shall be in dematerialised form as from the Voluntary Effective Date (as defined in article 6 as amended by the resolution 1 (the "Amended Article 6")); 

(ii) that the holder of any shares in the Company, including without limitation any professional depository of securities (or its nominee or agent) being the holder of any shares in the Company relating to such a DI Program (as defined in the Amended Article 6), may proceed with the voluntary dematerialisation of their shares as of the Voluntary Effective Date (as defined in the Amended Article 6); and

(iii) the compulsory dematerialisation of any shares in the Company as from the Compulsory Commencement Date and no later than the Compulsory Conversion Date (as such terms are defined in the Amended Article 6) pursuant to the terms for such compulsory dematerialisation set forth in the Amended Article 6.

3. To approve the following amendments to article 8 (Rights and Obligations of shareholders) of the Articles of Association of the Company as set out below with immediate effect:

(i) by deleting the first sentence of Article 8.1.1 and inserting in place of it the following sentence:

"For so long as the shares (or transferable securities carrying voting rights) of the Company are admitted to trading on either (i) a regulated market as defined in the markets in financial instruments law dated 30 May 2018, as amended, and/ or (ii) the main market for listed securities of the London Stock Exchange plc, the Company will comply with the provisions of the law of 11 January 2008, as amended (the "TransparencyLaw") to the fullest extent possible as if the Company met the criteria set forth in article 2 (Scope) of the Transparency Law."

(ii) by deleting the last sentence of Article 8.1.1 and inserting in place of it the following sentence: 

"Any notification to the Company of Important Participations Thresholds shall be made as soon as possible on a basis consistent with the disclosure requirements and within the time limits of the Transparency Law, mutatis mutandis."

(iii) by deleting in Article 8.1.3 the words "in accordance with the requirements of the Transparency Law." and inserting in place of them the words "on a basis consistent with the requirements of the Transparency Law, mutatis mutandis."

(iv) by deleting in Article 8.1.6 the words "In addition to the reporting requirements imposed by the Transparency Law," and inserting in place of them the words "In addition to the reporting requirements imposed by the foregoing paragraphs of this Article 8,"

4. To approve amending the articles of association of the Company by including a new Chapter X (Takeover provisions, squeeze-out and sell-out) as set out below with immediate effect:

"Chapter X - Takeover provisions, squeeze-out and sell-out

35.1 Definitions

For the purposes of this article 35.1 and articles 35.2 to 35.12 (inclusive) of these Articles:

"actinginconcert"  shall have the meaning given to that term in the City Code;

"City Code" means The City Code on Takeovers and Mergers and as amended or replaced from time to time (which for the avoidance of any doubt includes the introduction, the General Principles, the definitions, the rules and the related notes and appendices which are all contained in the City Code) issued by or on behalf of the Panel, as supplemented by guidance published by the Panel from time to time, save that for the purposes of articles 35.1 to 35.10 (inclusive):

(i) references to thirty per cent (30%) in the City Code (including in the definition of "control" therein) shall be read and construed to mean thirty-three and one-third per cent (33 1/3%)  and, unless the context requires otherwise, references to "control" in the City Code shall be read and construed accordingly mutatis mutandis;

(ii) references to "voting rights" in the City Code shall be interpreted in a manner consistent with the Luxembourg Takeover Law as if the Luxembourg Takeover Law applied to the Company; and

(iii) disclosure forms for the purposes of compliance with Rule 8 of the City Code in so far as they relate to the Company shall be such forms as are approved for such purpose by the Board of Directors;

"City Code Transaction" means a transaction falling within the scope of paragraph 3(b) (Transactions) of the introduction section of the City Code in respect of which (had the Company been subject to the full jurisdiction of the City Code, subject always to the provisions of these Articles) the Company would be an offeree;

"Depository" shall have the meaning given to that term as defined in article 6.6 of these Articles;

"EffectiveTime" shall have the meaning given to "exit day" in section 20 of the European Union (Withdrawal) Act 2018 of the United Kingdom, and as amended, replaced or substituted from time to time;

"General Principles" means the General Principles set out in the City Code (and as the same may be amended or replaced from time to time);

"interest in Shares" or similar expressions shall have the meaning given to "interest in securities" in the City Code and, for purposes of articles 35.1 to 35.10 (inclusive), shall include where a person has received an irrevocable commitment in respect of the relevant Shares to accept or not to accept (or to vote or not to vote in favour of) an offer for the Company;

"Luxembourg Takeover Law" means Law of 19 May 2006 transposing Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids, as amended;

"Panel" means the Panel on Takeovers and Mergers in the United Kingdom (and any immediate or remoter successor to that body from time to time);

"Permitted Acquisition" means an acquisition of an interest in Shares where any of the following apply:

(i) the Board of Directors consents to the acquisition (even if, in the absence of such consent, the acquisition of such interest would be a Prohibited Acquisition);

(ii) the acquisition arises from repayment of a stock-borrowing arrangement (on arm's length normal commercial terms);

(iii) the acquisition is made in circumstances in which, had the Company been subject to the full jurisdiction of the City Code (subject always to the provisions of these Articles), the City Code would have required an offer to be made as a consequence and such offer is made in accordance with Rule 9 of the City Code (subject always to the provisions of these Articles), as if it had so applied; or

(iv) a person breaches a Limit (as such term is defined in article 35.6(b) of these Articles) only as a result of the circumstances referred to in article 35.10 of these Articles;

"Practice Statements" means the practice statements issued by the Executive body of the Panel from time to time;

"Prohibited Acquisition" means an acquisition, other than a Permitted Acquisition, where Rules 4, 5, 6, 7.1, 8 or 11 of the City Code would in whole or part have applied to it if the Company were subject to the full jurisdiction of the City Code (subject always to the provisions of these Articles) and the acquisition was made (or, if not yet made, would if and when made be) in breach of or otherwise would not comply with Rules 4, 5, 6, 7.1, 8 or 11 of the City Code (subject always to the provisions of these Articles);

"Shares" means transferable shares carrying voting rights in the Company including depository receipts in respect of any shares in the Company carrying the possibility to give voting instructions; and

"votingrights" shall be interpreted in a manner consistent with the Luxembourg Takeover Law as if the Luxembourg Takeover Law applied to the Company.

Reference to a "person" in this article 35.1 and any of the provisions of articles 35.2 to 35.12 (inclusive) shall mean any natural or legal person, partnership, corporate or unincorporated body whatsoever which existing in any jurisdiction in the world, and any such person's personal representatives, successors or assigns.

35.2 Applicability of the City Code

On and from the Effective Time and for so long as, and to the extent that, the Company shall not be subject to the jurisdiction of either the City Code or the Luxembourg Takeover Law or a combination thereof, the provisions of  articles 35.2 to 35.10 shall apply subject to the 1915 Law or any other applicable law. In managing and conducting the business of the Company and in exercising or refraining from exercising any and all powers, rights and privileges from time to time vested in it, the Board of Directors shall use its reasonable endeavours:

(a) to apply and to have the Company abide by the General Principles mutatis mutandis as though the Company were subject to the full jurisdiction of the City Code subject always to the provisions of these Articles;

(b) in respect of any City Code Transaction (including where the Company is the subject of an approach or the subject of a third party's statement of possible or firm intention to make an offer), to comply with and to procure that the Company complies with the provisions of the City Code applicable to an offeree company and the board of directors of an offeree company mutatis mutandis as though the Company were subject to the full jurisdiction of the City Code subject always to the provisions of these Articles; and

(c) in the event that (and in any case for so long as) the Board of Directors intends to recommend to the shareholders of the Company or any class thereof any City Code Transaction from time to time, to obtain the undertaking of the offeror(s) to comply with the provisions of the City Code in the conduct and execution of the relevant offer(s) mutatis mutandis as though the Company were subject to the full jurisdiction of the City Code subject always to the provisions of these Articles,

but recognising that the Panel would not have jurisdiction (if and for so long as such may be the case) and provided that nothing in these Articles shall prohibit any third party from making a takeover offer for any Shares which is or may not be recommended by the Board of Directors  to shareholders of the Company.

35.3 The Board of Directors has full authority to determine the application of any of the provisions of articles 35.1 to 35.10 (inclusive) of the Articles, including as to the deemed application of the whole or any part of the City Code. Such authority shall include all discretion vested in the Panel as if the whole or any part of the City Code applied including, without limitation, the determination of conditions and consents, the consideration to be offered and any restrictions on the exercise of control. Any resolution or determination of, or decision or exercise of any discretion or power by, the Board of Directors or any Director or by the chairman of any meeting acting in good faith (and having received advice from an appropriate professional adviser experienced in such matters) under or pursuant to any of the provisions of articles 35.1 to 35.10 (inclusive) of the Articles shall be final and conclusive; and anything done by, or on behalf of, or on the authority of, the Board of Directors or any Director acting in good faith (and having received advice from an appropriate professional adviser experienced in such matters) pursuant to any of the provisions of articles 35.1 to 35.10 (inclusive) of the Articles shall be conclusive,  and in each case (to the extent capable of being so in accordance with applicable law and regulation) binding on all persons concerned and shall not be open to challenge, whether as to its validity or otherwise on any ground whatsoever, and, in the absence of fraud, neither the Board of Directors nor any Director nor any person acting on their behalf shall owe any duty of care to or have any liability to any shareholder or person in respect of any cost, loss or expense suffered directly or indirectly as a result of any such resolution or determination, decision or exercise of discretion or power; provided always that, for these purposes, any Director who is (or may be) an offeror or who is (or is deemed or determined to be) acting in concert with any person who is (or may be) an offeror or who is otherwise deemed or determined by the Board of Directors to be conflicted for such purposes shall not participate in or take any decision or action relating to any of the foregoing resolutions, determinations, decisions or actions and references to the Board of Directors or to a Director in these articles 35.1 to 35.10 (inclusive) shall be read and construed accordingly. The Board of Directors shall not be required to give any reasons for any decision, determination or declaration taken or made in accordance with any of the provisions of articles 35.1 to 35.10 (inclusive) of the Articles. Any notice which is required to be given to the Panel under the City Code shall be given to the Company at its registered office or as the Board of Directors otherwise determines.

35.4 In applying articles 35.1 to 35.10 (inclusive), the Board of Directors shall be entitled, without the consent of any shareholder or offeror or potential offeror, to make all such announcements as would be required or permitted under the City Code (as if the full jurisdiction of the City Code applied to the Company subject always to the provisions of these Articles) notwithstanding that such announcement may make reference to, or contain information about, shareholders, offerors, potential offerors or persons acting (or deemed or determined by the Board of Directors to be acting) in concert with them.

35.5 Shareholders and persons interested in or proposing to be interested in any Shares of the Company shall comply with the requirements of the City Code (as if the full jurisdiction of the City Code applied to the Company, subject always to the provisions of these Articles) in relation to any holdings or dealings in any Shares or interests in Shares and in relation to their dealings with the Company, including but not limited to compliance with the disclosure obligations under Rule 8 (Disclosure of dealings and positions) of the City Code during an offer period (as such term is defined in the City Code) and the requirements of Rule 9 (The mandatory offer and its terms) of the City Code.

35.6 A person must not (other than solely as a Depositary, custodian or nominee of a Depository or custodian):

(a) effect or purport to effect a Prohibited Acquisition; or

(b) except as a result of a Permitted Acquisition:

(i) whether by themselves, or with persons determined by the Board of Directors to be acting in concert with such person, acquire after the Effective Time an interest in Shares which, taken together with any interest in Shares held or acquired on or prior to the Effective Time by persons determined by the Board of Directors to be acting in concert with such person, carry thirty-three and one-third per cent (33 1/3%) or more of the total voting rights of the Company; or

(ii) whilst such person, together with persons determined by the Board of Directors to be acting in concert with such person, holds not less than thirty-three and one-third per cent (33 1/3%) but not more than fifty per cent (50%) of the total voting rights  of the Company, acquires after the Effective Time, whether by themselves or with persons determined by the Board of Directors to be acting in concert with such person, additional interest in Shares which, taken together with any interest in Shares held by persons determined by the Board of Directors to be acting in concert with such person, increases the percentage of their voting rights out of the total voting rights of the Company,

(each of (i) and (ii) for the purpose of this article 35.6 being a "Limit").

35.7 Where any person breaches any Limit, except as a result of a Permitted Acquisition, or becomes interested in any Shares of the Company as a result of a Prohibited Acquisition, that person is in breach of these Articles, and no nominee of such person or persons determined by the Board of Directors to be acting in concert with such person may be appointed as a Director of the Company.

35.8 The Board of Directors may do all or any of the following where it has reason to believe that any Limit is or may be breached or any Prohibited Acquisition has been or may be effected:

(a) require, so far as it is reasonably able to do so, any shareholder or person appearing or purporting to be interested in any Shares of the Company to provide such information as the Board of Directors considers appropriate to determine any of the matters under any of the provisions of articles 35.1 to 35.10 (inclusive) of the Articles;

(b) have regard to such public filings as it considers appropriate to determine any of the matters under any of the provisions of article 35.1 to 35.10 (inclusive) of the Articles;

(c) make such determinations under any of the provisions of article 35.1 to 35.10 (inclusive) of the Articles as it thinks fit, either after calling for submissions from affected shareholders or persons interested in any Shares of the Company or other persons or without calling for such submissions;

(d) determine that the voting rights attached to such number of Shares held by such persons as the Board of Directors may determine are held, or in which such persons are or may be interested, in breach of these Articles (for the purposes of this article 35.8 "Excess Shares") are from a particular time incapable of being exercised for a definite or indefinite period;

(e) refuse to register such person or its nominee or custodian or any person acting (or is deemed or determined by the Board of Directors to be acting) in concert with such person as the holder of the Excess Shares on the register of shareholders of the Company;

(f) determine that some or all of the Excess Shares must be sold; and

(g) take such other action as it thinks fit for the purposes of any of the provisions of articles 35.1 to 35.10 (inclusive) of the Articles including but not limited to:

(i) prescribing rules (not inconsistent with this article 35.8);

(ii) setting deadlines for the provision of information;

(iii) drawing adverse inferences where information requested is not provided;

(iv) making determinations or interim determinations;

(v) executing documents on behalf of a shareholder or persons interested in any Shares of the Company in relation to any Excess Shares, including without limitation in relation to the sale and/or transfer to any persons of any Excess Shares;

(vi) paying costs and expenses out of any proceeds of sale of any Excess Shares; and

(vii) changing any decision or determination or rule previously made.

35.9 Any one or more of the Directors may act as the attorney(s) of any shareholder or persons interested in any Shares of the Company in relation to the execution of documents and other actions to be taken for the sale of Excess Shares determined by the Board of Directors under any of the provisions of articles 35.1 to 35.10 (inclusive) of the Articles.

35.10 If as a consequence of the Company redeeming or purchasing its own Shares, there is a resulting increase in the percentage of the total voting rights attributable to the Shares in respect of which a person or persons deemed or determined by the Board of Directors to be acting in concert have an interest in and such an increase would constitute a breach of any Limit, such an increase shall be deemed a Permitted Acquisition.

35.11 From such time as the Law of 19 May 2006 transposing Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids (as amended) ceases to apply to the Company, the provisions of this article 35.11 and article 35.12 (and each of the sub-provision thereof) of the Articles shall be effective and apply at all times thereafter.

35.12 Following a Takeover Offer being made on or at any time after the date on which this article shall come into effect the following provisions of this article shall then apply:

35.12.1 the offeror in relation to the Takeover Offer shall be able to require the holders of (including persons with any interest in) all the remaining Shares in the Company to which such offer relates to sell to the offeror those Shares at a fair price per Share (as defined in article 35.12.5 below) where the offeror holds alone or together with persons acting in concert with the offeror (which shall include by virtue of acceptances of the Takeover Offer, having acquired or unconditionally contracted to acquire) Shares representing not less than ninety-five per cent (95%) of the capital carrying voting rights and not less than ninety-five per cent (95%) of the voting rights in the Company (that right being referred to in this article 35.12 as the "right of squeeze-out");

35.12.2 where the Company has issued more than one class of Shares, the right of squeeze-out can be exercised only in relation to the class of Shares in which the threshold laid down in article 35.12.1 above has been reached;

35.12.3 if the offeror wishes to exercise the right of squeeze-out under article 35.12.1 above, it shall do so by giving notice in writing to any holder(s) of the Shares within three (3) months of the end of the time allowed for acceptance of the offer to which it relates under article 35.12.1 above.

35.12.4 the offeror's entitlement to give a notice exercising its right of squeeze-out under the provisions of article 35.12.1 and 35.12.3 on any particular date shall be determined as if any Shares allotted or ceasing to be held by the Company as treasury shares had not been allotted or ceased to be held by the Company as treasury shares at any time;

35.12.5 the "fair price per Share" shall be the same value per Share as under the terms of the Takeover Offer. It shall take the form of the consideration under the terms of the Takeover Offer and cash shall be offered at least as an alternative;

35.12.6 any notice given to any holder(s) of Shares under article 35.12.3 shall bind the offeror to acquire and the relevant holder(s) to sell the Shares to it at the fair price per Share. The consideration shall be deposited with the Company in trust for the relevant holder(s) within six (6) weeks of the date of the notice having been given and the Company will be bound to release the consideration to the relevant holder(s) on the transfer of their Shares to the offeror having  been executed by the relevant holder(s);

35.12.7 where an offeror, as a result of a Takeover Offer, holds alone or together with persons acting in concert with the offeror, Shares carrying more than ninety per cent (90%) of the voting rights in the Company, any remaining holder of (including persons with any interest in) Shares in the Company may require such offeror to buy their Shares at a fair price per share (as defined in article 35.12.5 above) payable in the form of the consideration in the Takeover Offer but with the option for seller to require that such price be settled in cash (that right being referred to in this article 35.12.7 as the "right of sell-out"). The provisions of articles 35.12.2 to 35.12.6 (inclusive) shall apply mutatis mutandis also in relation to any right of sell-out under this article 35.12.7; and

35.12.8 for the purposes of article 35.12 above (and each of the sub-provisions thereof), reference to "Takeover Offer" shall mean an offer:

(a) to acquire all the Shares in the Company (or where there is more than one class of shares in the Company, all the shares of one or more classes) other than the shares that at the date of the offer are already held by the offeror;

(b) which is capable of acceptance by holders of Shares (or persons with interests in them) and when so accepted would give rise to a binding conditional or unconditional contract;

(c) where the terms of the offer are the same for all shares to which the offer relates, or where there are separate classes of shares the terms are the same for all the shares of the particular class;

(d) whether or not the offer includes any of the following: (i) all or any Shares that are allotted after the date of the offer but before a specified date, (ii) all or any relevant treasury shares that cease to be held as treasury shares before a specified date, or (iii) all or any other relevant treasury shares. For the purposes of this provision "specified date" means a date specified in or determined in accordance with the terms of the offer, and, "relevant treasury shares" means Shares that are held by the Company as treasury shares at the date of the offer, or which become shares held by the Company as treasury shares after that date but before a specified date;

(e) whether or not the offer is extended to Shares that persons acting in concert with the offeror hold or have contracted to acquire;

(f) notwithstanding that (i) the offer may not have been communicated to shareholders in certain countries or territories of the world in order not to contravene the law of that country or territory, provided that, the offer is published in the Recueil Electronique des Sociétés et Associations, or (ii) there are persons for whom by reason of the laws of  certain countries or territories of the world it is impossible to accept the offer, or more difficult to do so than in other parts of the world;

35.12.9 if the terms of a Takeover Offer includes a provision for the revision of the terms of the offer and for acceptances on the previous terms to be treated as acceptances on the revised terms, then, if the terms of the offer are revised in accordance with that provision, the revision is not to be regarded as a new offer for the purposes of this article 35 (and each of the sub-provisions thereof)."

Explanation of Business to be considered at the Extraordinary General Meeting

Extraordinary Resolution 1

In light of changes to the settlement system regime applicable to the Company, it is intended that the shares of the Company will be converted from registered form (i.e. their current form) to dematerialised form evidenced by book-entry in a single issuance account opened with the following clearing institution: LuxCSD. In approving this first resolution, the shareholders will adopt changes to the Articles of Association to (i) permit B&M's shares to be in dematerialised form and reflect the provisions of the Luxembourg law of 6 April 2013 on dematerialised securities, (ii) provide for the voluntary dematerialisation of the shares following the termination of the DI programme (or such later date as otherwise decided by the Board), (iii) provide for compulsory dematerialisation of those shares that have not been dematerialised in connection with the voluntary dematerialisation, and (iv) reflect throughout the Articles of Association that the shares shall be in dematerialised form. For more information please refer to the explanatory note to resolution 1 included in the Notice of the EGM.

Extraordinary Resolution 2

In the second extraordinary resolution, the shareholders will approve the dematerialisation of the shares in two phases: (i) a first voluntary phase and (ii) a second compulsory phase. The first voluntary phase will begin as from the next calendar day immediately following the date of the expiry of any notice of termination given in relation to any DI programme or such later date as may otherwise be determined by the Board. The second compulsory phase will begin three (3) months from the date of the publication of the decision of the EGM of 3 December 2020 on the Luxembourg electronic platform for official publications (Recueil électronique des sociétés et associations) (the "Compulsory Commencement Date") and will run until the second anniversary of the Compulsory Commencement Date. For more information please refer to the explanatory note to resolution 2 included in the Notice of the EGM.

Extraordinary Resolution 3

Following the Exit-Day, the Luxembourg Transparency Law will cease to apply to the Company. This third extraordinary resolution proposes amendments to article 8 (Rights and Obligations of shareholders) of the Articles of Association which will provide that the Company and shareholders shall, to the fullest extent possible, continue to comply with the provisions of the Luxembourg Transparency Law which are currently applicable to it for so long as the shares (or transferable securities carrying voting rights) of the Company are admitted to trading on either (i) a regulated market as defined in the Luxembourg markets in financial instruments law dated 30 May 2018, as amended, and/or (ii) the main market for listed securities of the London Stock Exchange plc. For more information please refer to the explanatory note to resolution 3 included in the Notice of the EGM.

Extraordinary Resolution 4

As a consequent of Brexit, the current shared jurisdiction of the UK Takeover Panel and the Luxembourg CSSF in relation to any takeover offer for the Company will cease to apply to the Company after the Exit-Day. The fourth resolution will amend the Articles of Association by inserting a new Chapter X (Takeover provisions, squeeze-out and sell-out) which will require that, the Company and shareholders adhere to the City Code on Takeovers and Mergers in relation to any takeover offer for the Company after the Exit-Day. This new Chapter X will also provide that mandatory offer, squeeze-out and sell-out thresholds under the Luxembourg takeover law of 19 May 2006 which currently apply to the Company will be similarly applied after the Exit-Day as if the Company was still subject to that law.  For more information please refer to the explanatory note to resolution 4 included in the Notice of the EGM.

Notes 

Quorum and voting

The quorum for the EGM is shareholder(s) represented in person or by proxy at the meeting who hold at least one half of the issued share capital of the Company.

If this quorum condition is not satisfied a second meeting may be convened, following notices being given of that second meeting under the Articles of Association of the Company. At any second meeting the quorum requirement of the original meeting does not apply, and the quorum is at least one shareholder present in person or represented by proxy. 

In accordance with Article 24.6.3 of the Articles of Association of the Company, all decisions taken at the EGM will be passed by at least two thirds of the votes cast at the meeting on each resolution.

Each holder of ordinary shares has one vote in respect of each ordinary share held.

Total voting rights

As at 27 October 2020 (being the last business day prior to the publication of this notice) the Company's issued ordinary share capital consists of 1,000,733,147 (one billion seven hundred and thirty-three thousand one hundred and forty-seven) ordinary shares, carrying one vote each. The Company holds no treasury shares, therefore the total voting rights in the Company as at 27 October 2020 is 1,000,733,147 (one billion seven hundred and thirty-three thousand one hundred and forty-seven).

Poll

All items in the Notice of the EGM will be decided by a poll of shareholders.

 

END

 

 

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