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Download the 2013 Annual General Meeting Notice 99409-Morrisons NoM (Original) 8pp.qxp:99409-Morrisons NoM (Original) 8pp 26/4/13 11:45 Page 1 11:00 a.m. on 13 June 2013, Hilmore House, Gain Lane, Bradford, West Yorkshire, BD3 7DL. THIS DOCUMENT IS IMPORTANT and requires your immediate attention. If you are in any doubt about the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or transferred all of your registered holding of ordinary shares in the Company, please pass this document and accompanying form of proxy to the stockbroker, bank manager or other agent through whom the sale was effected for transmission to the purchaser or transferee. Wm Morrison Supermarkets PLC Notice of Annual General Meeting 2013 99409-Morrisons NoM (Original) 8pp.qxp:99409-Morrisons NoM (Original) 8pp 26/4/13 11:45 Page 2 1 Registered Office: Resolution 2 is a resolution to approve the Directors’ remuneration report Hilmore House for the 53 weeks ended 3 February 2013. The Company is required to seek Gain Lane shareholders’ approval of the Directors’ remuneration report which is Bradford summarised on pages 10 to 11 of the Annual review sent with this letter West Yorkshire and which appears in full on pages 45 to 54 of the Annual report and BD3 7DL financial statements. Registered in England: 358949 Telephone: 0845 611 5000 Resolution 3 is to approve a final dividend of 8.31p per share payable on 19 June 2013 to ordinary shareholders on the register of members at the close of business on 17 May 2013. The proposed final dividend will bring 7 May 2013 the total dividend for the year to 11.8p per ordinary share. Dividend warrants will be posted on 17 June 2013 to those ordinary shareholders Dear Shareholder, registered at the close of business on 17 May 2013. Statements and, if applicable, share certificates for participants in the dividend reinvestment I am pleased to enclose with this letter the notice of the 2013 Annual plan will be posted by 21 June 2013. General Meeting of Wm Morrison Supermarkets PLC which will be held at Hilmore House, Gain Lane, Bradford, BD3 7DL at 11:00 a.m. on 13 June If you have not already done so, may I take this opportunity to encourage 2013 (the “Notice”). The Notice appears on page 4 of this letter. you to arrange to have your dividends paid directly into your bank or building society account. Mandating your dividends is more secure than The Annual General Meeting is an important occasion for the Company’s receiving a cheque by post and means that you will receive cleared funds shareholders to express their views by attending, raising questions and automatically on the payment date. To do this, please contact Capita voting at the meeting. The Board would welcome your participation at the Registrars. Annual General Meeting. The meeting will be held at the Company’s headquarters at Hilmore House in Bradford and a map appears on the back Resolutions 4, 5, 6 7, 8, 9 and 10 are separate resolutions to re-elect Sir Ian of the attendance card indicating the location. Gibson, Dalton Philips, Trevor Strain, Philip Cox, Richard Gillingwater, Penny Hughes and Johanna Waterous as Directors. The Board believes that each of Whether or not you will be attending the Annual General Meeting, I would them continues to perform effectively with full commitment to his/her role. urge you to complete, sign and return the form of proxy enclosed with this letter or, alternatively, register your proxy electronically in accordance with Under the Articles of Association of the Company all Directors are required the instructions on the proxy form. The attention of corporate to submit themselves for re-election at the first Annual General Meeting shareholders wishing to appoint more than one corporate representative is after their appointment. At each Annual General Meeting, one third of the drawn to note 6 of the Notice on page 5. Directors (excluding those submitting themselves for re-election by virtue of having been appointed since the previous Annual General Meeting) must This letter is also being sent to those who have been nominated to receive retire by rotation and submit themselves for re-election. Each Director must information rights under s 146 of the Companies Act 2006 who do not retire from office at least once in every three year period. The Directors to themselves have a right to appoint a proxy or proxies. The attention of such retire in any year shall be those who have been longest in office since their nominated persons is drawn to note 7 of the Notice on page 5. last re-election at an Annual General Meeting. If you have received more than one mailing, it may be that your shares are Notwithstanding the fact that these provisions were approved by registered in two or more accounts on the Company’s share register. If that shareholders when the Company’s new Articles of Association were was not your intention, you might consider merging them into one single adopted on 3 June 2010 (and after the publication of the UK Corporate entry. This would have several benefits in environmental terms by reducing Governance Code), the Board has decided that it will comply with the best the amount of energy and paper used for shareholder communications, practice guidance set out at Principle B.7.1 of the UK Corporate reducing printing and postage costs and also reducing the possibility of Governance Code and submit all Directors for re-election annually. important documents such as dividend cheques being lost, misplaced or used fraudulently. Please contact Capita Registrars who will be pleased to Resolution 4 is a resolution to re-elect Sir Ian Gibson as a Director. Sir Ian carry out your instructions at no cost to you. joined the Group as Non-Executive Deputy Chairman in September 2007 and was appointed Chairman in March 2008. Sir Ian is Chair of the Boards In line with many other companies, and in order to simplify the dividend Nomination Committee and a member of its Remuneration Committee and process and provide cost savings to the Company, we will issue only one Corporate Compliance and Responsibility Committee. He is a Non- consolidated tax voucher in relation to all dividends paid in a tax year. This Executive Member of the Public Interest Body of the UK firm of will normally be sent to you in November with payment of any interim PricewaterhouseCoopers LLP. Previous Board appointments include Non- dividend. You will not therefore receive a tax voucher with the final Executive Chairman of Trinity Mirror Plc, Chairman of BPB Plc, Deputy dividend to be paid in June 2013. If you register for e-communications, the Chairman of Asda Group Plc, and a Director of Chelys Limited, GKN Plc, tax voucher will be e-mailed to you. If you wish to continue to receive a tax Greggs Plc and Northern Rock Plc. He is also a former member of the Court voucher when each dividend is paid, please contact Capita Registrars. of the Bank of England. Sir Ian enjoyed a distinguished 30-year career in the motor industry, most recently as President of Nissan Europe. The detailed business to be considered at the Annual General Meeting is set out in the Notice. The following explanatory notes will assist in Resolution 5 is a resolution to re-elect Dalton Philips as a Director. Dalton understanding the business to be conducted at the Annual General joined the Group as Chief Executive in March 2010. He is a member of the Meeting: Board’s Nomination Committee and Corporate Compliance and Responsibility Committee. Prior to joining Morrisons, he was Chief ORDINARY BUSINESS Operating Officer of Loblaw Companies Limited, Canada’s largest food The ordinary business of the meeting consists of twelve ordinary distributor and a leading provider of general merchandise. Prior to that resolutions (requiring a simple majority of votes to be passed). position, he was Chief Executive of Irish department store group, Brown Thomas. Between 1998 and 2005 he worked for Walmart’s international Resolution 1 is to receive and consider the Directors’ report and audited divisions latterly as Chief Operating Officer in Germany. Dalton started his financial statements for the 53 weeks ended 3 February 2013. The career with Jardine Matheson, working in New Zealand and Spain. Dalton is Directors are required to present these documents to the Annual General a Non-Executive Director at the Department for Business, Innovation & Meeting. Skills. Wm Morrison Supermarkets PLC Notice of Annual General Meeting 99409-Morrisons NoM (Original) 8pp.qxp:99409-Morrisons NoM (Original) 8pp 26/4/13 11:45 Page 3 2 Resolution 6 is a resolution to re-elect Trevor Strain as a Director. Trevor SPECIAL BUSINESS joined the Group in June 2009 as Commercial and Operations Finance Resolutions 13 to 16 (inclusive) constitute special business. Resolution 14 Director. In June 2011 he became Finance Director Corporate and took is proposed as an ordinary resolution and resolutions 13, 15 and 16 are responsibility for the Company’s productivity programmes. Trevor joined special resolutions. The special resolutions require a 75% majority of votes the Board as Group Finance Director on 10 April 2013. Prior to joining to be passed. Morrisons he worked for Tesco in a number of roles until his appointment as UK Property Finance Director in 2006 and subsequently UK Planning Resolution 13 is a special resolution to renew and extend until the close of and Reporting Finance Director.
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