«THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about its contents or the action you should take, you ...»
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about its contents
or the action you should take, you should consult your stockbroker, bank, solicitor, accountant, fund manager or other appropriate
independent financial adviser. If you no longer hold shares in Premier Farnell plc, please pass this document and the enclosed form
of proxy to the purchaser or transferee or to the agent which dealt with the sale or transfer for transmission to the new owner of the shares. The new owner may then amend the enclosed form of proxy or request a new form of proxy in his or her own name.
Notice of Annual General Meeting to be held on 18 June 2013 at 10.30 am at 25-28 Old Burlington Street, London, W1S 3AN, UK.
Premier Farnell plc (registered in England and Wales no. 876412) 14 May 2013 Dear Shareholder I am writing to give you details of the Annual General Meeting of Premier Farnell plc (“the Company”) on 18 June 2013.
The formal Notice of the Meeting starts on page 1.
The business we will consider at the Annual General Meeting The Meeting will cover standard matters that are dealt with at every Meeting (resolutions 1 to 14). Resolutions 15 to 18 are resolutions that shareholders passed last year and, in common with most major listed companies, are likely to be Annual General Meeting items every year. The Notice contains an explanation of each item.
The Directors believe that all the proposals serve to promote the success of the Company and are in the best interests of shareholders as a whole. They recommend that you vote in favour of the proposed resolutions as the Directors themselves intend to do in respect of their own shareholdings in the Company.
How to vote You can vote by attending and voting at the Annual General Meeting or by appointing a proxy (see below). The map on the enclosed proxy form shows you where the Annual General Meeting will be held. If you are a new owner of shares in Premier Farnell plc and this Notice has been passed to you rather than received directly from the Company you must have registered your shareholding by 10.30 am on Sunday, 16 June 2013 to have the right to attend and vote at the Meeting.
In line with best practice, voting at this year’s Meeting will be on a poll, rather than on a show of hands. The Directors believe that this will result in a more accurate reflection of the views of shareholders by ensuring that every vote is recognised, including all votes of shareholders who are unable to attend the meeting but who appoint a proxy for the meeting. On a poll, each ordinary shareholder has one vote for every ordinary share held. Further detail on the procedure to be used for the poll vote can be found in note 13 on page 7.
A holder of cumulative convertible preference shares only is not entitled to attend or vote at the meeting. As at 15 April 2013 (being the latest practicable date prior to publication of this Notice), the Company’s issued share capital consists of 3,949,419 preference shares, which do not carry the right to attend or vote at meetings, and 370,816,465 ordinary shares carrying one vote each. Therefore, the total voting rights in the Company as at this date are 370,816,465.
The preference shares could be converted into ordinary shares in the circumstances set out in the Company’s Articles of Association.
These shares would carry 8,169,926 voting rights, assuming the conversion of 3,949,419 preference shares at the rate referred to in the Articles of Association of 2.06864 ordinary shares for each preference share.
How to appoint a proxy If you are entitled to come to the Annual General Meeting but cannot, you can appoint someone as your proxy to attend the Meeting and vote for you. A proxy does not need to be a shareholder. I can act as your proxy if you wish. Completing and returning the enclosed proxy form or otherwise submitting a proxy appointment will not prevent you from attending the meeting and voting in person.
If you are using the enclosed proxy form please return it to the Company’s Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, in the reply paid envelope enclosed, to arrive before 10.30 am on Sunday, 16 June
2013. Computershare must receive the proxy form before this time and date for the appointment to be effective. Postage to return the proxy form is pre-paid.
You may also, until 10.30 am on Sunday, 16 June 2013, submit your proxy appointment electronically as detailed in note 3 on page 6, and CREST members may appoint a proxy or proxies through the CREST electronic proxy appointment service as detailed in note 4 on page 6.
There is more information on how to appoint a proxy in notes 1-4 on page 6 and on the enclosed proxy form. Please note that the right to appoint a proxy does not apply to nominated persons under Section 146 of the Companies Act 2006. Please see notes 6 and 7 on page 6 for more information.
Further information and Annual General Meeting results The register of interests of the Directors and their families in the share capital of the Company and the terms of appointment of the Company’s Non-Executive Directors are available for inspection at the registered office of the Company and at its offices at 25-28 Old Burlington Street, London, W1S 3AN during normal business hours on any weekday (except public holidays). They will also be available at the Annual General Meeting for 15 minutes prior to the meeting and during the meeting.
The results of the voting at the Annual General Meeting will be available on the Company’s website after the meeting.
Val Gooding ChairmanPremier Farnell Notice of Annual General Meeting 2013 1
Notice of Annual General Meeting 2013 NOTICE IS HEREBY GIVEN of the Annual General Meeting of Premier Farnell plc to be held at 25 – 28 Old Burlington Street,
London W1S 3AN, UK on Tuesday, 18 June 2013 at 10.30 am to transact the following business:
Items 1 to 14 will be proposed as ordinary resolutions. For these resolutions to be passed more than 50% of the votes cast must be in favour.
Directors’ Report, Accounts and Auditors’ Report 1 To receive the Directors’ Report, the audited accounts and the Auditors’ Report for the financial year ended 3 February 2013.
The Directors present their Report, the Accounts and the Auditors’ Report to shareholders at the Annual General Meeting.
Directors’ Remuneration Report 2 To approve the Directors’ Remuneration Report for the financial year ended 3 February 2013.
Shareholders are asked to approve the Remuneration Report for the financial year to 3 February 2013 that appears in the Company’s Annual Report and Accounts.
Dividend 3 To declare a final dividend of 6.0p for each ordinary share.
Shareholders must approve the final dividend on the ordinary shares that will be paid on 26 June 2013 to all members registered on the register of members at the close of business on 31 May 2013. The final dividend recommended by the Directors and proposed in this Resolution is 6.0p per ordinary share.
Electing Directors appointed by the Board since the last Annual General Meeting Our Articles of Association require that any Director appointed by the Board must stand for election at the next Annual General Meeting.
Mark Whiteling was appointed as an Executive Director by the Board on 5 November 2013. Mark Whiteling now offers himself for election by the shareholders.
4 To elect Mark Whiteling as a Director of Premier Farnell plc.
Appointed as Chief Financial Officer on 5 November 2012.
Mark is a chartered accountant, with extensive financial and commercial experience in the global distribution and electronics industries. Mark was previously Premier Farnell’s Chief Financial Officer from 2006 to 2011, and rejoined the Company in November 2012 in an expanded role. From August 2011 to November 2012 he was Chief Financial Officer of Autobar Limited. Before joining Premier Farnell in 2006 Mark was Group Finance Director of Tibbett & Britten plc and Group Finance Director of Communisis plc.
Mark is currently a Non-Executive Director at Future plc and Chairman of their audit committee.
Mark joined the Board after the Board’s performance evaluation process had been completed.
Re-electing Directors Our Articles of Association require that a Director retire from office if it is the third Annual General Meeting following that at which he/she was last elected or re-elected, whichever is appropriate. However, in accordance with the UK Corporate Governance Code, under which all Directors of FTSE 350 companies are required to retire annually and stand for re-election by the shareholders, the Directors have resolved that they will all retire and have each confirmed that they will stand for re-election. Their biographical details are set out below to enable shareholders to make an informed decision.
5 To re-elect Val Gooding as a Director of Premier Farnell plc.
Appointed as Non-Executive Chairman in June 2011. Val is also a Non-Executive Director of Standard Chartered plc, the Home Office and the Lawn Tennis Association. Formerly Chief Executive Officer of BUPA during a ten year period of strong growth and global expansion and was also a senior manager at British Airways, serving latterly as Director of AsiaPacific. Val has also served as a Non-Executive Director of J Sainsbury plc and the BBC. Val brings a wealth of global experience to the Board and a reputation for high levels of customer service.
Following a formal evaluation process during the year, the Board has determined that Val’s performance continues to be effective and she continues to demonstrate commitment to her role.
2 Premier Farnell Notice of Annual General Meeting 2013
6. To re-elect Laurence Bain as a Director of Premier Farnell plc.
Appointed as Chief Executive Officer in June 2012 and joined the Board as an Executive Director on 1 July 2003. Previously Chief Operating Officer, Laurence has been a fundamental part of the Executive team for more than ten years and has acquired considerable experience of operational leadership across the Group’s European and North American businesses. Before his appointment at Premier Farnell, Laurence was Vice President and Director of Operations for Motorola in Europe, Middle East and Africa.
Following a formal evaluation process during the year, the Board has determined that Laurence’s performance continues to be effective and he continues to demonstrate commitment to his role.
7 To re-elect Andrew Dougal as a Director of Premier Farnell plc.
Appointed as a Non-Executive Director in September 2006. Andrew is also a Non-Executive Director and Chair of the Audit Committee of Carillion plc, Senior Independent Director and Chair of the Audit Committee of Creston Plc and Council Member of the Institute of Chartered Accountants of Scotland. Formerly Chief Executive Officer of Hanson plc and Non-Executive Director of Taylor Wimpey plc, Taylor Woodrow plc and BPB plc. Andrew’s broad business experience has proved invaluable to the Board and he has enhanced his knowledge of the Group’s operations through site visits to business units in a number of countries.
Following a formal evaluation process during the year, the Board has determined that Andrew’s performance continues to be effective and he continues to demonstrate commitment to his role.
8 To re-elect Dennis Millard as a Director of Premier Farnell plc.
Appointed as a Non-Executive Director in September 2007 and as Senior Independent Director in June 2008. Dennis is also NonExecutive Chairman of Halfords Group plc and of Smiths News Plc, Senior Independent Director and Chairman of the Remuneration Committee of Debenhams plc and Chairman of the Board of Trustees of the Holy Cross Children’s Trust charity. Dennis is a chartered accountant and formerly held the role of Finance Director at Cookson Group plc. Dennis brings considerable financial expertise and experience to the Board and the Audit Committee, of which he is Chairman.
Following a formal evaluation process during the year, the Board has determined that Dennis’ performance continues to be effective and he continues to demonstrate commitment to his role.
9 To re-elect Paul Withers as a Director of Premier Farnell plc.
Appointed as a Non-Executive Director in September 2007. Paul is also a Non-Executive Director of Hyder Consulting plc and Devro plc, and Senior Independent Director of Keller Group plc. Paul is also an advisor to a number of privately-owned manufacturing companies. He holds a masters degree in mathematics, is a Chartered Mechanical Engineer and was formerly an Executive Director and Group Managing Director of BPB plc. Paul has extensive experience of operations in the Asian markets and his expertise in this area has been invaluable to Premier Farnell plc, a number of whose businesses in Asia Paul has spent time visiting. Paul is Chairman of the Company’s Remuneration Committee.
Following a formal evaluation process during the year, the Board has determined that Paul’s performance continues to be effective and he continues to demonstrate commitment to his role.
10 To re-elect Thomas Reddin as a Director of Premier Farnell plc.
Appointed as a Non-Executive Director in September 2010. Formerly Vice President of Consumer Marketing at Coca-Cola USA and President, COO, and ultimately CEO, of LendingTree LLC, a market leader in web-based lending. Currently a Non-Executive Director of Valassis Communications Inc and Tanger Factory Outlet Centers Inc. He is also a Managing Partner of Red Dog Ventures LLC and the publisher of MortgageRates.us. Formerly a Non-Executive Director of R. H. Donnelley. Tom is the Chairman of the Company’s Web Advisory Board.
Following a formal evaluation process during the year, the Board has determined that Tom’s performance continues to be effective and he continues to demonstrate commitment to his role.
Paying the Auditors 12 To authorise the Board of Directors to fix the remuneration of PricewaterhouseCoopers LLP as Auditors of the Company.
It is normal practice for a company’s directors to be authorised to agree the auditors’ fees.
Authority to allot shares 13 That: