Notice of 2020
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NOTICE OF 2020EQUINITI ANNUAL GENERAL MEETING Dear Shareholder 12 March 2020 ANNUAL GENERAL MEETING 2020 I am pleased to enclose the Notice of Meeting with details of this year’s Annual General Meeting (AGM) which is to be held at 4.00 p.m. on 7 May 2020 at Worthing Town Football Club Limited, Palatine Park, Palatine Road, Worthing, BN12 6JN. In addition, we are also enabling shareholders to attend the meeting electronically if you cannot attend in person. Further information on how to join the meeting electronically can be found on pages 12 to 13. The Board is closely monitoring developments in relation to the recent Covid-19 outbreak and will provide an update on our website if any changes are required to the AGM arrangements. Shareholders should refer to our website, https://investors.equiniti.com/investors/shareholder-services, for any updates on AGM arrangements. RESOLUTIONS • A resolution to receive the Equiniti Group plc (the Company) 2019 Annual Report and Accounts is included in the ordinary business of the AGM. • The Board proposes a final dividend of 3.54 pence per ordinary share for the year ended 31 December 2019. If approved, the recommended final dividend will be paid on 26 May 2020 to all shareholders who are on the register of shareholders at the close of business on 17 April 2020. Explanatory notes for all of the resolutions can be found on pages 5 to 8. Voting on all resolutions will be by way of a poll. A copy of the 2019 Annual Report and Accounts is enclosed if you have requested a hard copy. Otherwise, a copy is available on the Company’s website, http://investors.equiniti.com/investors, should you wish to view it online. RECOMMENDATION Your Directors believe that all the proposals to be considered at the AGM are in the best interests of the Company and its shareholders as a whole and unanimously recommend that you vote in favour of all the proposed resolutions, as they intend to do in respect of their own beneficial holdings. ACTION TO BE TAKEN Enclosed with this Notice is a Form of Proxy (Proxy) for the proposed resolutions. Please sign and return the Proxy in accordance with the directions on it, or by using the electronic methods detailed in note 8 of the notes to this Notice, as soon as possible. In any event, the Proxy must be received not less than 48 hours before the time appointed for the AGM (by 4.00 p.m. on 5 May 2020). Completion and return of the Proxy will not prevent you from attending the AGM and voting in person or electronically should you wish to do so. If you are planning to attend the AGM in person, please bring your attendance card with you. The card is attached to the enclosed Proxy. You can also attend the AGM electronically in real time. Details of how to do this can be found in note 5 on page 9 and by reading the additional information section on pages 12 to 13. Shareholders are entitled to attend and vote at the AGM physically or electronically. However, the Board is aware that the recent Covid-19 outbreak may impact this year’s AGM, in particular, if the public is advised to avoid large gatherings or there are wide-scale disruptions or travel restrictions. Shareholders are encouraged to consider public health advice at the time when deciding whether to attend the meeting in person. Shareholders will be given the option to attend and vote at the AGM electronically. Shareholders should refer to our website, https://investors.equiniti.com/investors/shareholder-services, for any notifications relating to changes required to the AGM arrangements in light of the recent Covid-19 outbreak. If you decide not to attend the AGM in person or electronically, it is important that you do still cast your votes in respect of the business of the meeting and you can do so by voting by proxy, whether or not attending the meeting physically or electronically. The results of the AGM will be announced through a Regulatory Information Service and on the Company website, https://investors.equiniti.com/investors/shareholder-services, as soon as possible once known. Yours faithfully Philip Yea Chairman Registered Office: Sutherland House, Russell Way, Crawley, West Sussex, RH10 1UH Registered in England and Wales No. 07090427 If you are in any doubt as to the action you should take, you are recommended to seek your own professional advice from your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriate adviser. If you have sold or otherwise transferred all of your ordinary shares in Equiniti Group plc (the Company), please forward this document and the accompanying document(s) as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. 2 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT the fifth Annual General i. to ordinary shareholders in proportion (as nearly as Meeting of Equiniti Group plc (the Company) will be held at may be practicable) to their existing holdings; and 4.00 p.m. on 7 May 2020, both physically at Worthing Town ii. to holders of other equity securities as required Football Club Limited, Palatine Park, Palatine Road, Worthing, by the rights of those securities or as the Board BN12 6JN and electronically in accordance with the information otherwise considers necessary; provided from page 12, to consider and, if deemed fit, to pass Resolutions 1 to 15 and 18 as Ordinary Resolutions and and so that the Board may impose any limits or Resolutions 16, 17 and 19 as Special Resolutions. restrictions and make any arrangements which it considers necessary or appropriate to deal with ORDINARY RESOLUTIONS treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under 1. To receive the Annual Report and Accounts of the the laws of, any territory or any other matter, such Company for the year ended 31 December 2019 (the 2019 authorities to apply until the end of the Annual General Annual Report). Meeting of the Company in 2021 (or, if earlier, until the 2. To approve the Directors’ Remuneration Report for the close of business on 5 August 2021) but, in each case, financial year ended 31 December 2019, as set out on so that the Company may make offers and enter into pages 94 to 119 in the 2019 Annual Report. agreements during this period which would, or might, require shares to be allotted or rights to subscribe for 3. To approve the recommendation of the Directors that a or convert securities into shares to be granted after the final dividend of 3.54 pence per ordinary share be declared authority ends; and the Board may allot shares or grant in respect of the year ended 31 December 2019. rights to subscribe for or convert securities into shares 4. To reappoint Mark Brooker as a Director. under any such offer or agreement as if the authority had not ended. 5. To reappoint Alison Burns as a Director. 6. To reappoint Sally-Ann Hibberd as a Director. SPECIAL RESOLUTIONS 7. To reappoint Dr Tim Miller as a Director. 16. THAT, conditional on the approval of Resolution 15, the Directors be authorised to allot equity securities (as defined 8. To reappoint Cheryl Millington as a Director. in the 2006 Act) for cash under the authority given by 9. To reappoint Darren Pope as a Director. that Resolution and/or to sell ordinary shares held by the Company as treasury shares for cash, free of the restriction 10. To reappoint John Stier as a Director. in section 561 of the 2006 Act, and such power to be 11. To reappoint Guy Wakeley as a Director. limited: 12. To reappoint Philip Yea as a Director. a. to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of 13. To reappoint PricewaterhouseCoopers LLP (the Auditor) or invitation to apply for equity securities (but in the as auditor of the Company , in accordance with Section case of the authority granted under paragraph (b) of 489 of the Companies Act 2006 (the 2006 Act), until the Resolution 15, by way of a rights issue only): conclusion of the next annual general meeting at which accounts are laid before the Company. i. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and 14. To authorise the Audit Committee of the Board to determine the remuneration of the Auditor. ii. to holders of other equity securities, as required by the rights of those securities, or as the Board 15. THAT the Directors be generally and unconditionally otherwise considers necessary; authorised to allot equity shares (as defined in the 2006 Act) in the Company and to grant rights to subscribe for or and so that the Board may impose any limits or convert any security into shares in the Company: restrictions and make any arrangements which it considers necessary or appropriate to deal with a. up to an aggregate nominal amount of £121,512.22 treasury shares, fractional entitlements, record (such amount to be reduced by the nominal amount dates, legal, regulatory or practical problems in, or of any equity securities allotted under paragraph (b) under the laws of, any territory or any other matter; below, in excess of £121,512.22); and and b.