Notice of EGM

RNS Number : 4131C

Future PLC

16 January 2015

 

Notice of General Meeting

This Notice of Meeting is important and requires your immediate attention

If you are in any doubt as what action you should take, you should seek your own advice from a stockbroker, bank manager, solicitor, accountant, or other professional adviser authorised pursuant to the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in Future plc, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the purchaser or transferee.

Letter from the Chairman

16 January, 2015

To the holders of Ordinary shares

Dear Shareholder,

Notice of General Meeting

I would like to invite you to a General Meeting of Future plc (the "Company"), which is to be held at 10.45am on Wednesday 4 February 2015 at Future's London office, 1-10 Praed Mews, London, W2 1QY, United Kingdom. The Notice of General Meeting is contained on page 2 - 5 of this document. The Company's annual report for the year ended 30 September 2014 is available on the Company's website, www.futureplc.com.

The business of the GM will include the consideration of the following resolution:

Resolution 1: To approve amendments to the Future plc Performance Share Plan and the Future plc Deferred Annual Bonus Plan ("the Executive Plans")

The resolution seeks approval for amendments to the Executive Plans operated by the Company, to extend the life of the plans and allow awards to be made that better align the interests of management with those of the shareholders. Awards will still be made under the plans in accordance with the remuneration policy approved by shareholders at the 2013 Annual General Meeting. The amendments have been developed in consultation with the Company's major shareholders. The amendments are as follows:

a.       To allow 10% of the Company's share capital to be issued over any 10 year period for all employee equity incentives, whether or not discretionary;

b.      To extend the plan period during which awards can be made for a further 10 years, expiring on 4 February 2025; and

c.       To update the restrictions on amendments to the Executive Plans such that they reflect the requirements of the listing rules as applicable to Future plc at the relevant time. In particular, while the Company is standard listed, it need not seek shareholder approval to amend certain terms of the Executive Plans.

Recommendation

The Board consider that the resolution set out in the Notice of General Meeting is in the best interests of the Company and its shareholders as a whole. The Directors will be voting in favour of the resolution and unanimously recommends that you do so as well.

Yours faithfully,

Peter Allen

Chairman

16 January 2015

Notice of General Meeting

Notice is hereby given that a General Meeting of Future plc will be held on Wednesday 4 February 2015 at Future's  London office, 1-10 Praed Mews, London, W2 1QY, United Kingdom at 10.45am at which the resolution below will be proposed as an Ordinary resolution.

1.      To approve the amendments to the rules of both the Future plc Performance Share Plan and the Future plc Deferred Annual Bonus Plan (together the "Executive Plans") as summarised in the Chairman's letter to this notice, produced in draft to the General Meeting and for the purposes of identification initialled by the Chairman, and to authorise the directors (or a duly authorised committee of the directors) to adopt the amendments to the Executive Plans and to do acts and things as they consider necessary or desirable to implement the amendments.

By order of the Board of Directors.

Richard Haley

Chief Financial Officer & Company Secretary

Future plc

Registered in England & Wales

No. 03757874

16 January 2015

Notes to the Notice of General Meeting

1.      A Shareholder is entitled to appoint another person as his/her proxy to exercise all or any of his/her rights to attend, speak and vote at the General Meeting. A proxy need not be a Shareholder of the Company. A Shareholder may appoint more than one proxy in relation to the General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that Shareholder.

2.      A Form of Proxy is provided with this Notice of General Meeting. Completion and return of such a Form of Proxy will not prevent a Shareholder from attending the General Meeting and voting in person. In the case of joint holders, any one holder may vote. If more than one holder is present at the meeting, only the vote of the senior will be accepted, seniority being determined by the order in which names appear on the register.

3.      To be effective, a duly completed Form of Proxy, together with any power of attorney or other authority under which it is signed (or a notarially certified copy of such authority), must be deposited with the Company's Registrars, Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY, no later than 10.45am on Monday 2 February 2015, being two business days before the time appointed for the General Meeting.

4.      The right to appoint a proxy does not apply to persons whose Ordinary 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 persons"). Nominated persons may have a right under an agreement with the member who holds the Ordinary 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 a right under such an agreement to give instructions to the person holding the Ordinary shares as to the exercise of voting rights.

5.      Unless voting instructions are indicated on the Form of Proxy, a proxy may vote or withhold his/her vote as he/she thinks fit on the Resolution or other business (including amendments to the Resolution) which may come before the meeting.

Electronic proxy appointments

6.      Shareholders may, if they do wish, register the appointment of a proxy or proxies electronically by visiting www.investorcentre.co.uk/eproxy where full details of the procedure are given. Shareholders are advised to read the terms and conditions relating to the use of this facility before appointing a proxy; these may be viewed on the website. Electronic proxy appointments must be received by the Company's Registrars no later than 10.45am on Monday 2 February 2015 (or not less than 48 hours before the time fixed for any adjourned meeting). A Form of Proxy lodged electronically will be invalid unless it is lodged at the address specified on Computershare Investor Services PLC's website.

7.      CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the General Meeting (and any adjournment(s) thereof) by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members (and those CREST members who have appointed a voting service provider(s)) should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf.

8.      In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer's agent (ID 3RA50) by 10.45am on Monday 2 February 2015, or, if the meeting is adjourned, not less than 48 hours before the time fixed for the adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

9.      CREST members (and, where applicable, their CREST sponsors or voting service provider(s)) should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), 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 service provider(s)) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

10.    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.

Attendance and voting

11.    Entitlement to attend and vote at the General Meeting, and the number of votes which may be cast at the General Meeting, will be determined by reference to the Company's register of Shareholders at 6pm on Monday 2 February 2015 or, if the meeting is adjourned, 48 hours before the time fixed for the adjourned meeting (as the case may be). In each case, changes to the register of Shareholders after such time will be disregarded.

12.    As at the close of business on 9 January 2015 (being the last practicable date prior to the publication of this notice) the Company's issued and fully paid share capital consisted of 333,785,022 Ordinary Shares of one penny each. Each Ordinary share carries one vote. There are no shares held in treasury. The total number of voting rights in the Company is therefore 333,785,022.

13.    Any Shareholder attending the General Meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the General Meeting but no such answer need be given if: (a) to do so would interfere unduly with the preparation for the General Meeting 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 good order of the General Meeting that the question be answered.

14.    Any Shareholder with special needs wishing to attend the General Meeting should contact the Company Secretary's department at the Company's registered office so that appropriate arrangements can be made (telephone: [phone]).

15.    Persons who are not Shareholders will not be admitted to the General Meeting unless prior arrangements have been made with the Company.

16.    We ask all those present at the General Meeting to facilitate the orderly conduct of the meeting and reserve the right, if orderly conduct is threatened by a person's behaviour, to require that person to leave.

17.    Shareholders should note that doors to the General Meeting will open at 10.15am.

18.    Please note that, for security reasons, all hand luggage may be subject to examination prior to entry to the General Meeting. Cameras, tape recorders, laptop computers and similar equipment may not be taken into the General Meeting.

Documents available for inspection

19.    Copies of the Executive Plans (as amended) will be available for inspection at the registered office of the Company Quay House, The Ambury, Bath, BA1 1UA and at the offices of PwC at 1 Embankment Place, London WC2N 6RH during normal business hours on Monday to Friday each week (public holidays excepted) from the date of this document until the close of the meeting. Copies will be available for inspection for 15 minutes prior to and during the meeting.

20.    A copy of this Notice of General Meeting and other information required by Section 311A of the Act can be found at www.futureplc.com.

 

END

 

 

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