Annual General Meeting
of
Laird PLC
to be held at the offices of
J.P. Morgan, 60 Victoria Embankment,
London EC4Y 0JP
on
Friday 8 May 2015
at 10.30 a.m.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt about the contents of this document or the actions which you should
take, you should seek your own advice immediately from a stockbroker, solicitor, accountant
or other professional adviser authorised under the Financial Services and Markets Act 2000,
or if you are not resident in the UK, from another appropriately authorised professional adviser
in your own jurisdiction.
If you have sold or otherwise transferred all of your shares in Laird PLC, please forward this
document, together with the accompanying documents 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 delivery to the purchaser or transferee.
LAIRD PLC
(Registered in England and Wales No. 55513)
Registered Office:
100 Pall Mall
London SW1Y 5NQ
25 March 2015
Dear Shareholder
2015 Annual General Meeting
I am pleased to invite you to the 2015 Annual General Meeting (the “AGM”) of Laird PLC (the “Company”)
which will be held on Friday 8 May 2015 at 10.30 am at the offices of J.P.Morgan, 60 Victoria
Embankment, London EC4Y 0JP.
The AGM provides an opportunity for shareholders of the Company to meet the Directors of the
Company. The formal notice of the AGM is set out on pages 3 to 6 of this document (the “Notice”).
Explanatory notes on the business to be considered at the AGM are on pages 7 to 29 of this document.
You will see that this year we are seeking approval from shareholders to change our Remuneration Policy
and also for an umbrella all employee share purchase plan, which will be operated internationally. My
colleague Jack Boyer, Chairman of the Remuneration Committee, has set out an explanation of these
changes in Appendix 1.
Voting
Your vote is important to us. You can vote by:
(1) completing, signing and returning the enclosed reply paid proxy card to the Company’s registrar,
Capita Asset Services (the “Registrar”) as soon as possible, and, in any event, by no later than
10.30am on Wednesday 6 May 2015; or
(2) submitting your vote electronically via our Registrar’s website at www.capitashareportal.com;
To vote online you will need to log in to your share portal account or register for the share portal if you
have not already done so. To register for the share portal you will need your investor code which can
be found on your proxy card. Once registered, you will be able to vote immediately. If you hold your
shares in uncertificated form (i.e., in CREST) you may vote through the CREST Proxy Voting Service in
accordance with the procedures set out in the CREST manual (and summarised in the accompanying
notes on pages 31 and 32).
All proxies, however submitted, must be lodged with the Registrar by no later than 10.30 a.m. on
6 May 2015.
Appointing a proxy will not prevent you from attending and voting in person at the AGM, if you wish to
do so.
Recommendation
Your Directors consider that all of the proposed resolutions to be considered at the AGM to be in the
best interests of the Company and its shareholders as a whole and unanimously recommend you to
vote in favour of them. The Directors intend to vote in favour of the resolutions in respect of their own
shareholdings.
Yours faithfully
Dr. Martin Read cbe
Chairman
2
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the One Hundred and Fifty-First Annual General Meeting of Laird PLC will be
held at the offices of J.P.Morgan, 60 Victoria Embankment, London EC4Y 0JP on Friday 8 May 2015 at
10.30 am for the purpose of considering and, if thought fit, passing the following resolutions:
Ordinary Business
Report and Accounts
1 To receive and adopt the Report of the Directors and Accounts of the Company for the year ended
31 December 2014;
Directors’ Remuneration Report
2 To approve the Directors’ Remuneration Policy set out on pages 64 to 85 of the Directors’
Remuneration Report contained within the Annual Report and Accounts for the year ended
31 December 2014, such Remuneration Policy to take effect from the date on which this Resolution
is passed;
3 To approve the Directors’ Remuneration Report (other than the Directors’ Remuneration Policy referred
to in Resolution 2 above), as set out on pages 86 to 95 in the Annual Report and Accounts for the
year ended 31 December 2014;
Dividend
4 To declare a final dividend;
Directors
5 To elect Mr Mike Parker cbe as a Director of the Company;
6 To re-elect Dr Martin Read cbe as a Director of the Company;
7 To re-elect Mr David Lockwood obe as a Director of the Company;
8 To re-elect Ms Paula Bell as a Director of the Company;
9 To re-elect Mr Jack Boyer as a Director of the Company;
10To re-elect Sir Christopher Hum as a Director of the Company;
11To re-elect Professor Michael Kelly as a Director of the Company;
Auditor
12To re-appoint Ernst & Young LLP as Auditor and authorise the Board to fix their remuneration.
Special Business
To consider as special business and, if thought fit, pass the following Resolutions which will be proposed,
as to Resolutions 13 to 17, as Ordinary Resolutions and, as to Resolutions 18 to 21 (inclusive), as
Special Resolutions.
Ordinary Resolutions
Authority to allot shares
13THAT the Directors be and are hereby generally and unconditionally authorised for the purpose of
section 551 of the Companies Act 2006 (the “Act”) to exercise all the powers of the Company to allot
shares and grant rights to subscribe for, or convert any security into, shares:
(a) up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of the Act) of
£25,126,023 (such amount to be reduced by the nominal amount allotted or granted under (b)
below in excess of such sum); and
3
(b)comprising equity securities (as defined in section 560 of the Act) up to an aggregate nominal
amount (within the meaning of section 551(3) and (6) of the Act) of £50,252,046 (such amount to
be reduced by any allotments or grants made under (a) above) in connection with or pursuant to
an offer or invitation by way of a rights issue in favour of holders of ordinary shares in proportion (as
nearly as practicable) to the respective number of ordinary shares held by them on the record date
for such allotment (and holders of any other class of equity securities entitled to participate therein
or if the directors consider it necessary, as permitted by the rights of those securities), but subject
to such exclusions or other arrangements as the Directors may consider necessary or appropriate
to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical
difficulties which may arise under the laws of, or the requirements of any regulatory body or stock
exchange in any territory or any other matter whatsoever,
these authorisations to expire at the conclusion of the next AGM or, if earlier, on 8 August 2016,
save that the Company may, at any time before such expiry, make any offer, agreement or other
arrangement which would or might require shares to be allotted or rights to be granted after such
expiry and the Directors may allot shares, or grant rights to subscribe for or to convert any security
into shares pursuant to any such offer, agreement or other arrangement as if the authorisations
conferred hereby had not expired and provided that these authorisations shall be in substitution for
and to the exclusion of any previous authority conferred on the Directors to allot relevant securities.
The Laird PLC 2015 Long-Term Incentive Plan
14THAT The Laird PLC 2015 Long-Term Incentive Plan (the “2015 LTIP”), the principal terms of which are
summarised in Appendix 2 on page 20 of the explanatory notes relating to the Notice of AGM and the
rules of which are produced in draft at the AGM and, for the purposes of identification, initialled by the
Chairman, be and are hereby approved and that the Directors be authorised to do all acts and things
which they may consider necessary or expedient to put the 2015 LTIP into effect and the Directors
be authorised to establish such further plans based on the 2015 LTIP as they consider necessary or
desirable but which have been modified to take account of local tax, exchange control or securities
laws in overseas territories, provided that any shares made available under such further schemes are
treated as counting against any limits on individual or overall participation in the 2015 LTIP.
The Laird PLC International Share Purchase Plan (“ISPP”)
15THAT The Laird PLC International Share Purchase Plan (the “ISPP”), the principal terms of which are
summarised in Appendix 3 on page 23 of the explanatory notes relating to the Notice of AGM and the
rules of which are produced in draft at the AGM and, for the purposes of identification, initialled by the
Chairman, be and are hereby approved and that the Directors be authorised to do all acts and things
which they may consider necessary or expedient to put the ISPP into effect and the Directors be
authorised to establish such further plans based on the ISPP as they consider necessary or desirable
but which have been modified to take account of local tax, exchange control or securities laws in
overseas territories, provided that any shares made available under such further schemes are treated
as counting against any limits on individual or overall participation in the ISPP.
The Laird PLC US Employee Stock Purchase Plan (“US ESPP”)
16THAT The Laird PLC US Employee Stock Purchase Plan (the “US ESPP”), the principal terms of
which are summarised in Appendix 4 on page 26 of the explanatory notes relating to the Notice of
AGM and the rules of which are produced in draft at the AGM and, for the purposes of identification,
initialled by the Chairman, be and are hereby approved and that the Directors be authorised to do
all acts and things which they may consider necessary or expedient to put the US ESPP into effect
and the Directors be authorised to establish such further plans similar to the US ESPP as they
consider necessary or desirable but which have been modified to take account of local tax, exchange
control or securities laws in overseas territories, provided that any shares made available under such
further schemes are treated as counting against any limits on individual or overall participation in the
US ESPP.
The Laird PLC UK Share Incentive Plan (“UK SIP”)
17THAT The Laird PLC UK Share Incentive Plan (the “UK SIP”), the principal terms of which are
summarised in Appendix 5 on page 28 of the explanatory notes relating to the Notice of AGM and the
trust deed and rules of which are produced in draft at the AGM and, for the purposes of identification,
4
initialled by the Chairman, be and are hereby approved and that the Directors be authorised to do all
acts and things which they may consider necessary or expedient to put the UK SIP into effect and
the Directors be authorised to establish such further plans similar to the UK SIP as they consider
necessary or desirable but which have been modified to take account of local tax, exchange control
or securities laws in overseas territories, provided that any shares made available under such further
schemes are treated as counting against any limits on individual or overall participation in the UK SIP.
Special Resolutions
Disapplication of pre-emption rights
18THAT subject to the passing of Resolution 13 above, the Directors be and are hereby empowered
pursuant to sections 570(1) and 573 of the Companies Act 2006 (the “Act”) to:
(a) allot equity securities (as defined in section 560 of the Act) of the Company for cash pursuant to
the authority conferred by Resolution 13 above; and
(b)sell ordinary shares (as defined in section 560(1) of the Act) held by the Company as treasury
shares for cash,
as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall
be limited to the allotment of equity securities for cash and the sale of treasury shares:
(i) in connection with or pursuant to an offer of or invitation to acquire equity securities (but in the
case of the authorisation granted under Resolution 13(b), by way of a rights issue only) in favour
of holders of ordinary shares in proportion (as nearly as practicable) to the respective number
of ordinary shares held by them on the record date for such allotment or sale (and holders of
any other class of equity securities entitled to participate therein or if the Directors consider it
necessary, as permitted by the rights of those securities) but subject to such exclusions or other
arrangements as the Directors may consider necessary or appropriate to deal with fractional
entitlements, treasury shares, record dates or legal regulatory or practical difficulties which may
arise under the laws of or the requirements of any regulatory body or stock exchange in any
territory or any other matter whatsoever; and
(ii) in the case of the authorisation granted under Resolution 13(a) above (or in the case of any
transfer of treasury shares), and otherwise than pursuant to paragraph (i) of this Resolution, up
to an aggregate nominal amount of £3,768,903,
and shall expire at the conclusion of the next AGM of the Company or, if earlier, on 8 August 2016,
save that the Company may, at any time before such expiry, make any offer, agreement or other
arrangement which would or might require equity securities to be allotted, or treasury shares to be
sold, after such expiry and the Directors may allot equity securities, or sell treasury shares pursuant to
any such offer, agreement or other arrangement as if the power conferred hereby had not expired.
Disapplication of pre-emption rights for an acquisition or specified capital investment
19THAT subject to the passing of Resolutions 13 and 18 above, and in addition to the power given
by that Resolution 13, the Directors be given power pursuant to sections 570(1) and 573 of the
Companies Act 2006 (the “Act”) to:
(a) allot equity securities (as defined in section 560 of the Act) of the Company for cash pursuant to
the authority conferred by paragraph (a) of that Resolution 13 above; and
(b)sell ordinary shares (as defined in section 560(1) of the Act) held by the Company as treasury
shares for cash,
as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall
be limited to the allotment of equity securities for cash and the sale of treasury shares otherwise than
pursuant to the said Resolution 18, up to an aggregate nominal amount of £3,768,903,
and shall expire at the conclusion of the next AGM of the Company or, if earlier, on 8 August 2016,
save that the Company may, at any time before such expiry, make any offer or agreement that would
5
or might require equity securities to be allotted, or treasury shares to be sold, after such expiry and
the Directors may allot equity securities, or sell treasury shares in pursuance of any such offer or
agreement as if the power conferred hereby had not expired.
Authority to purchase own shares
20THAT the Company be and is hereby generally and unconditionally authorised for the purposes of
section 701 of the Companies Act 2006 (the “Act”) to make market purchases (within the meaning of
section 693(4) of the Act) of any of its ordinary shares of 28.125p each in the capital of the Company
(the “ordinary shares”) on such terms and in such manner as the Directors may from time to time
determine, provided that:
(a) the maximum number of ordinary shares hereby authorised to be purchased is 26,801,091,
representing 10 per cent of the issued share capital of the Company as at 20 March 2015;
(b)the minimum price which may be paid for each ordinary share is 28.125p, which amount shall be
exclusive of expenses;
(c) the maximum price (exclusive of expenses) which may be paid for each ordinary share is an
amount equal to the higher of: (i) 105 per cent of the average of the middle market quotations for
the ordinary shares of the Company as derived from the Daily Official List of the London Stock
Exchange PLC for the five business days immediately preceding the day on which such ordinary
share is contracted to be purchased; and (ii) the higher of the last independent trade and the
highest current independent bid on the trading venues where the purchase is carried out, as
stipulated by article 5(1) of the EU Buyback and Stabilisation Regulations 2003 (No. 2273/2003);
(d)unless previously renewed, revoked or varied, by the Company in a general meeting, this authority
shall expire at the conclusion of the next AGM of the Company or, if earlier, on 8 August 2016; and
(e) the Company may, before the expiry of this authority, make a contract to purchase ordinary shares
which would or might be executed wholly or partly after the expiry of this authority, and may make
purchases of ordinary shares pursuant to it, as if this authority had not expired.
Notice of general meetings
21THAT a general meeting of the Company (other than an AGM) may be called on not less than 14 clear
days’ notice.
By Order of the Board
A M Downie
Secretary
25 March 2015
Registered office:
100 Pall Mall,
London SW1Y 5NQ
Registered in England and Wales No.55513
Adoption of Financial Reporting Standard (FRS) 101 – Reduced Disclosure Framework
Following the publication of FRS 100 “Application of Financial Reporting Requirements” by the
Financial Reporting Council, Laird PLC is required to change its accounting framework for its entity
financial statements, which is currently UK GAAP, for its financial year commencing 1 January 2015.
The Board considers that it is in the best interests of the Group for Laird PLC to adopt FRS101
‘Reduced Disclosure Framework’. No disclosures in the current UK GAAP financial statements would
be omitted on adoption of FRS 101. A shareholder or shareholders holding in aggregate 5% or more
of the total allotted shares in Laird PLC may serve objections to the use of the disclosure exemptions
on Laird PLC, in writing, to its registered office (100 Pall Mall, London SW1Y 5NQ) not later than
31 May 2015.
6
EXPLANATORY NOTES TO RESOLUTIONS
These notes explain the proposed resolutions.
Resolutions 1 to 17 are proposed as ordinary resolutions which means that for each of those resolutions
to be passed more than half the votes cast must be in favour of the resolution. Resolutions 18 to 21
inclusive are proposed as special resolutions which means that for each of those resolutions to be
passed, at least 75% of the votes cast must be in favour of the resolution.
ORDINARY RESOLUTIONS
Resolution 1 – Annual Report and Accounts
The Directors are required to present to the AGM the Company’s audited accounts and the reports of
the Directors and the auditor of the Company for the year ended 31 December 2014 (the “2014 Annual
Report”).
Resolution 2 – Directors’ Remuneration Policy
Shareholders are requested to approve the Directors’ Remuneration Policy. The Directors’ Remuneration
Policy forms the first part of the the Directors’ Remuneration Report and can be found on pages 64
to 85 of the Annual Report and Accounts for the year ended 31 December 2014. The Chairman of
the Remuneration Committee sets out the background to the proposed new Remuneration Policy in
Appendix 1 to the Notice of AGM.
In accordance with section 439A of the Companies Act 2006 (the “Act”), a separate resolution on the
Directors’ Remuneration Policy part of the Directors’ Remuneration Report is required to be put to a
vote by shareholders. The vote is binding which means subject to limited exceptions, no remuneration
payment or loss of office payment may be made to a prospective, current or former director unless
consistent with the approved policy (or otherwise specifically approved by shareholders).
The Directors’ Remuneration Policy must be put to shareholders at least every three years, unless during
that time it is to be changed (as it is this year). It is intended that the new Directors’ Remuneration Policy
will apply from the 8 May 2015 and the Company currently intends to submit the policy for approval by
shareholders every three years.
Resolution 3 – Directors’ Remuneration Report
In accordance with section 439 of the Act, shareholders are requested to approve the Directors’
Remuneration Report (other than the Directors’ Remuneration Policy referred to in Resolution 2), which
can be found on pages 86 to 95 of the Annual Report and Accounts for the year ended 31 December
2014. The vote is advisory only.
Resolution 4 – Dividend
The Directors recommend a final dividend of 8.23 pence per ordinary share for the financial year ended
31 December 2014. The final dividend cannot exceed the amount recommended by the Directors. If
approved by shareholders, the final dividend will be paid on 3 July 2015 to all shareholders on the register
as at the close of business on 5 June 2015.
Resolutions 5 to 11 – Election and Re-election of Directors
In accordance with the UK Corporate Governance Code, all of the Directors are standing for re-election at
the AGM and their biographical details are set out below, together with reasons for the re-election of the
non-executive directors. Following individual formal performance evaluations, the Chairman considers that
the performance of the Directors standing for re-election continues to be effective and to demonstrate
commitment to the role and the Board recommends their re-appointment. The Chairman’s performance
has been reviewed by the other Non-Executive Directors who have confirmed that it remains effective and
they recommend his re-appointment as a Director.
Pursuant to article 141 of the Company’s articles of association, any director appointed to office by the
Board may only hold office until the next annual general meeting, when shareholders have an opportunity
to vote on their appointment. Accordingly, Mike Parker who was appointed by the Board with effect from
3 March 2015, is seeking election by shareholders.
7
Mike Parker, CBE, BSc, MBA, FEI, FIChemE
Senior Independent Director
Mike Parker was appointed a Non-Executive Director with effect from 3 March 2015. He is the Senior
Independent Director (“SID”) and is a member of the Nomination, Audit and Remuneration Committees.
Mike’s main executive career was in the Dow Chemical Company between 1968 to 2002 where he
worked internationally, particularly in North America and Asia, rising to become Chief Executive Officer.
He was Chief Executive Officer of British Nuclear Fuels from 2003 to 2009 and he served as the SID
on the Board of Invensys Plc from 2006 to 2013. Mike is currently SID of publicly quoted company PV
Crystalox Plc and a non-executive director of SNC-Lavalin Inc, a publicly quoted Canadian company. In
November 2014, Mike was awarded the Recognition of Citizen of Honour for the City of Liverpool.
Dr Martin Read, CBE, MA, DPhil, FIET
Chairman
Dr Martin Read was appointed to the Board as a Non-Executive Director with effect from 28 February
2014, Martin succeeded Nigel Keen as Chairman in May 2014. Martin is Chairman of the two
Government companies (the Low Carbon Contracts Company and the Electricity Settlements Company)
set up to manage contracts and payments under the electricity market reform programme. He is
Chairman of the Remuneration Consultants Group and a non-executive director of Lloyds of London
and the UK Government Efficiency and Reform Board. Martin was Chief Executive of international
IT services company, Logica, from 1993 to 2007 and has served as a non-executive director on the
boards of Invensys, Aegis Group, British Airways, Siemens Holdings, Boots and Asda. He led UK
Government reviews on back office operations and IT across the public sector (2009) and management
information (2012).
David Lockwood, OBE, BA, FCA, RSA
Chief Executive
David Lockwood joined Laird on 2 July 2012 and was appointed Chief Executive with effect from
13 August 2012. David was formerly Vice President Global Defence & Security at BT Global Services
and he has experience of international operations, gained from his roles at GPT (Marconi), BAE Systems,
Intense Limited (a photonics high-tech start-up) and Thales Corporation. David chaired the Scottish
Government’s Technology Advisory Group and, in 2005, was awarded Scottish Entrepreneur of the
Year for Technology. In February 2014, David was appointed as non-executive Chair of Knowledge
Transfer Network Ltd, a vehicle which was established in April 2014, to support the work of Innovate UK
(formerly the Technology Strategy Board) – the UK’s innovation agency which is sponsored by the UK
Government’s Department of Business, Innovation and Skills (BIS).
Paula Bell, FCMA, CGMA
Independent Non-Executive Director
Paula Bell was appointed Non-Executive Director and Chairman of the Audit Committee in 2012 and
was the Senior Independent Director from 31 August 2013 until 3 March 2015. During the year, Paula
was also a member of the Remuneration Committee and the Nomination Committee. Paula is the Group
Finance Director of John Menzies Plc and prior to this was Group Finance Director of Ricardo Plc.
Paula has extensive commercial and finance experience working in senior roles of large international
organisations, built on a 10-year period at Rolls‑Royce Plc. Paula is a Fellow of the Institute of
Management Accountants.
Jack Boyer, BA, MSc, MBA
Independent Non-Executive Director
Jack Boyer was appointed as a Non-Executive Director in May 2013 and is Chairman of the
Remuneration Committee and a member of the Audit Committee. He is a non-executive director of Mitie
Group PLC, where he chairs the Remuneration Committee and is a member of the Audit and Nomination
Committees. He is Chairman of Ilika PLC and on the board of the Innovate UK Energy Catalyst. He sits
on the board of the Engineering and Physical Sciences Research Council and is co-deputy chairman of
the Advanced Materials Leadership Council. He previously held roles as CEO of automotive engineering
group TCG and at Goldman Sachs and strategy consultant at Bain & Co.
8
Sir Christopher Hum, KCMG, MA
Independent Non-Executive Director
Sir Christopher Hum was appointed a Non-Executive Director in 2006. He is a member of the
Remuneration, Audit and Nomination Committees. Sir Christopher retired as Master of Gonville and Caius
College, Cambridge in 2012. Sir Christopher was British Ambassador to the People’s Republic of China,
having previously served as HM Ambassador Warsaw and Deputy Under-Secretary for North Asia and
the Pacific, and earlier as Head of the Hong Kong Department of the Foreign and Commonwealth Office.
Sir Christopher brings to the Board his global perspective, especially in relation to economic and political
issues, particularly in China where Laird has a major presence.
Professor Michael Kelly, BSc, MSc, PhD, ScD, FRS, FREng
Independent Non-Executive Director
Professor Michael Kelly was appointed a Non-Executive Director in 2006. He is a member of the
Remuneration and Audit Committees. Professor Kelly is Prince Philip Professor of Technology at the
University of Cambridge and a Professorial Fellow at Trinity Hall. He was formerly Chief Scientific Advisor
to the Department for Communities and Local Government and was previously executive director of the
Cambridge-MIT Institute and Professor of Physics and Electronics at the University of Surrey. Professor
Kelly’s outstanding academic credentials, commercial experience and deep understanding of new
technologies and their applications are a great asset to Laird.
Resolution 12 – Re-appointment and remuneration of the auditor
Shareholders are required to re-appoint the auditor at each general meeting at which audited accounts
are presented to shareholders. It is also normal practice for the Directors to be authorised to determine
the level of the auditor’s remuneration for the ensuing year. Resolution 12 proposes the re-appointment of
Ernst & Young LLP as auditor of the Company and authorises the Board to determine their remuneration.
Resolution 13 – Authority to allot Shares
Under section 551 of the Companies Act 2006, the Directors may allot shares and grant rights to
subscribe for, or convert any security into, shares only if authorised to do so by shareholders. The
authority granted at the last AGM is due to expire at the conclusion of this year’s AGM. Accordingly,
an ordinary resolution will be proposed at this year’s AGM to grant new authorities to allot shares and
grant rights to subscribe for, or convert any security into, shares (a) up to an aggregate nominal amount
of £25,126,023 and (b) in connection with a fully pre-emptive rights issue up to an aggregate nominal
amount (reduced by allotments under part (a) of the resolution) of £50,252,046.
These amounts represent approximately one third and two thirds respectively of the total issued ordinary
share capital of the Company as at 20 March 2015 (being the latest practicable date prior to publication
of this document). If given, these authorities will expire at the AGM in 2016 or on 8 August 2016,
whichever is the earlier. The Investment Association (the “IA”) guidance on the Directors’ authority to allot
permits resolutions seeking authority to allot shares representing two-thirds of the Company’s issued
share capital, provided that the extra authority (i.e. that part provided by part (b) of Resolution 13) shall
only be used to allot shares pursuant to a fully pre-emptive rights issue.
Other than in respect of the Company’s obligations under the Company’s executive share option
schemes, the Directors have no present intention of issuing any of the share capital of the Company.
However, if they do exercise the authority, the Directors intend to follow emerging best practice as regards
its use as recommended by the IA.
Resolutions 14, 15, 16 and 17 – New Share Plans
Please see Appendices 2 to 5 for further information on the proposed new share plans.
9
SPECIAL RESOLUTIONS
Resolution 18 – Disapplication of pre-emption rights
Following on from Resolution 13, Resolution 18 would give the Directors additional authority from
shareholders to allot equity securities or sell treasury shares for cash otherwise than to existing
shareholders pro rata to their holdings. The authority granted at the last AGM is due to expire at the
conclusion of this year’s AGM. Accordingly, a special resolution will be proposed at this year’s AGM to
renew such authority. Apart from offers or invitations in proportion to the respective number of shares
held, the power will be limited to the allotment of equity securities and sale of treasury shares for cash up
to an aggregate nominal value of £3,768,903. (which represents five per cent of the Company’s issued
ordinary share capital as at 20 March 2015). If given, this authority will expire on 8 August 2016 or at the
conclusion of the AGM in 2016, whichever is the earlier. This authority is in line with the guidance issued
by the IA and the National Association of Pension Funds.
The Directors will have due regard to institutional guidelines in relation to any exercise of this authority, in
particular the requirement for advance consultation and explanation before making any non-premptive
cash issue pursuant to this resolution which exceeds 7.5 per cent of the Company’s issued share capital
in any rolling three year period. The Directors do not have any present intention of exercising this authority,
but consider it desirable to have the flexibility to use it should opportunities arise.
Resolution 19 – Disapplication of pre-emption rights for an acquisition or specified capital
investment
The Directors are seeking this year a further power from shareholders to allot equity securities or sell
treasury shares for cash otherwise than to existing shareholders pro rata to their holdings, to reflect
the Pre-emption Group 2015 Statement of Principles for the disapplication of pre-emption rights (the
“Statement of Principles”). Accordingly, Resolution 19 will be proposed as a special resolution to grant
such a power. The power will be limited to the allotment of equity securities and sales of treasury shares
for cash up to an aggregate nominal value of £3,768,903 (being five per cent of the Company’s issued
ordinary share capital at 20 March 2015, the latest practicable date prior to publication of this notice).
This is in addition to the five per cent referred to in Resolution 18. If given, this power will expire on 8
August 2016 or at the conclusion of the AGM in 2016, whichever is the earlier. The Directors will have
due regard to the Statement of Principles in relation to any exercise of this power and in particular they
confirm that they intend to use this power only in connection with an acquisition or specified capital
investment (within the meaning of the Statement of Principles from time to time) which is announced
contemporaneously with the issue, or which has taken place in the preceding six month period and is
disclosed in the announcement of the issue.
Resolution 20 – Authority for the Company to purchase its own shares
At the AGM held on 2 May 2014, the Company was authorised to make purchases of up to 10 per cent
of its ordinary shares traded on the London Stock Exchange. Resolution 20 to be proposed at the AGM
will renew the authority to purchase up to 26,801,091 ordinary shares (which represents 10 per cent of
the issued ordinary share capital of the Company as at 20 March 2015 being the latest practicable date
prior to the publication of this document). The maximum and minimum prices are stated in the Resolution.
This would give the Company the ability to buy and sell treasury shares quickly and cost effectively and
provide the Company with additional flexibility in the management of its capital base. The Directors have
no present intention of exercising this authority and, in the event that market purchases were made, the
shares would be cancelled and the number of shares in issue reduced accordingly or, in accordance with
the Act, retained as treasury shares. These regulations enable companies to hold repurchased shares
as treasury shares with a view to possible re-sale at a future date rather than having to cancel them.
This authority is in line with the Listing Rules of the Financial Conduct Authority and the IA’s guidance.
Currently the Company has no treasury shares.
As at 20 March 2015, (being the latest practicable date prior to the publication of this document), there
were options under the Company’s executive share plans over 969,844 shares, which if exercised would
represent approximately 0.36 per cent of the Company’s issued share capital at that date. If the Company
were to purchase its own shares to the fullest possible extent of its authority from shareholders (existing
and being sought), this number of outstanding options could potentially represent 0.40 per cent of the
issued share capital of the Company.
10
Resolution 21 – Notice for general meetings
Changes made to the Companies Act 2006 by the Companies (Shareholders’ Rights) Regulations 2009
increase the notice period required for general meetings of the Company to at least 21 clear days unless
shareholders approve a shorter notice period, which cannot however be less than 14 clear days. (AGMs
will continue to be held on at least 21 clear days’ notice).
Until the coming into force of the Companies (Shareholders’ Rights) Regulations 2009 on 3 August 2009,
the Company was able to call general meetings other than an AGM on at least 14 clear days’ notice
without obtaining such shareholder approval and the Company is currently able to call general meetings
(other than an AGM) on 14 clear days’ notice, having passed a resolution to that effect at the 2014 AGM.
In order to preserve this ability, Resolution 21 seeks the necessary shareholder approval to call general
meetings (other than an AGM) on 14 clear days’ notice. The approval will be effective until the Company’s
next AGM, when it is intended that a similar resolution will be proposed.
The shorter notice period would not be used as a matter of routine for such meetings, but only where the
flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders
as a whole.
11
Appendix 1
Letter from the Chairman of the Remuneration Committee of Laird PLC
Date: 25 March 2015
Dear Shareholder,
EXECUTIVE REMUNERATION
New Directors’ Remuneration Policy and introduction of The Laird PLC 2015 Long-Term
Incentive Plan (the “2015 LTIP”),
ALL EMPLOYEE
The Laird PLC International Share Purchase Plan (the “ISPP”), The Laird PLC US Employee
Stock Purchase Plan (the “US ESSP”) and The Laird PLC UK Share Incentive Plan (the “UK SIP”)
– together known as the “Plans”.
In this letter and Appendices 2 – 5, we provide you with an explanation of the ordinary resolutions 2 and
14 to 17 set out in the Notice of AGM, which are being submitted to shareholders for approval.
Background
In line with our commitment to shareholders in last year’s Directors’ Remuneration Report, the
Remuneration Committee (the “Committee”) conducted a thorough review of its Executive Remuneration
Policy in 2014.
In formulating the new Policy for 2015, we were mindful of previous points raised by shareholders and the
new Policy incorporates a number of shareholder suggestions. In shaping our new Policy we conducted
an extensive consultation exercise with the Company’s top shareholders. I had the benefit of meeting the
Company’s top 5 shareholders, as well as the Investment Association (“IA”) and Institutional Shareholder
Services (“ISS”) and discussing directly with them the proposed changes. In addition, I reached out to the
next 8 shareholders. I and the other members of the Committee were extremely appreciative of the input
received from shareholders as part of this process.
The new Policy is set out in the Directors’ Remuneration Report set out in the 2014 Annual Report and
Accounts. The only material changes to the old Policy are in relation to the design and operation of the
incentives for Executive Directors.
In addition, the Company is seeking approval for an all employee share purchase plan which is to be
operated through a number of interconnected plans all of which will have broadly the same commercial
terms.
Committee’s Review Criteria
The key criteria for the review were:
1 Ensure Laird’s Remuneration Policy, Laird’s strategy for accelerated growth and the creation of
long-term shareholder value are aligned.
2 Strengthen the link between reward and sustained performance and recognise exceptional
performance appropriately when this occurs.
3 Provide an appropriate balance between fixed and variable performance related components, with a
significant element of long term variable pay given the long term nature of the business.
4 Simplify the Policy overall and bring it in line with emerging best practice where appropriate.
The review identified that a number of changes to our incentives for Executive Directors would be
appropriate to ensure we can deliver against our core remuneration principles.
12
Executive Plans
The Company currently operates the following incentive plans for the Executives of the Company:
• the Laird PLC Annual Performance Incentive Scheme; and
• the Laird PLC 2013 Long-Term Incentive Plan (the “LTIP”) under which both “LTIP Awards” (i.e.
conditional awards or nil-cost options) and Market Value Options “MVOs” can be awarded.
New Executive Plans
The Committee is proposing under the new Policy to replace these plans for Executive Directors with:
• The new Laird PLC Annual Performance Incentive Scheme – this plan will not use new issue shares
and therefore the Company is not seeking a separate shareholder approval for the Plan in addition to
seeking approval for the plan as part of the new Directors’ Remuneration Policy;
• The new 2015 LTIP – the Company will be seeking shareholder approval for the 2015 LTIP through a
separate resolution and as part of the approval of the new Directors’ Remuneration Policy.
All Employee Plans
The Company is seeking approval for an umbrella all employee share purchase plan to be operated
internationally. In order to meet jurisdictional requirements and to operate the plan most efficiently there is
a requirement in a number of countries for a separate plan within this overall framework to be approved
by shareholders. In all cases the broad commercial terms of each such plan will remain the same.
Summary of the Changes
Executive Plans
The following table summarises the proposed changes to the incentives operated by the Company for the
Executive Directors:
1 Annual Performance Incentive Scheme
Old Plan
New Plan
Maximum bonus opportunity
(% base salary)
100%
150%
Level of deferral (% bonus)
Nil
1/3rd
Nature of deferral
Nil
Shares for 3 years from bonus
award date
Malus/ clawback
None
Malus & clawback in line with
FTSE 250 best practice (see
Directors’ Remuneration Report
for full malus and clawback terms)
Performance targets
• Underlying PBT – including
• Underlying PBT (70%
interest (70% weighting)
weighting – potentially rising to
80% for outperformance but
overall bonus capped at 100% • Strategic, Operational and
Corporate Objectives (30%
of salary)
weighting)
• Strategic, Operational and
It is the Committee’s intention
Corporate Objectives (20%
to provide full retrospective
weighting)
disclosure of the measures and
• Working Capital Management targets provided disclosure is
not detrimental to the Company;
(10% weighting)
if this is the case full disclosure
will be provided when no longer
detrimental.
13
2 Long-Term Incentive Plan
Maximum LTIP Award grant
(% base salary)
100%
200%
Maximum MVO grant
(% base salary)
100%
Removal of MVOs from the
package
Vesting/performance period
3 years
3 years
Holding period (length of time
Executive must hold shares
following vesting period)
0 years
2 years
Malus/ clawback
Malus & clawback applicable
Malus & clawback applicable
Shareholding requirement
(% base salary)
100%
200% for the Chief Executive.
Up to 200% for other Executive
Directors.
2014 awards
New Awards
Type of award
LTIP Award
Market Value
Options
LTIP Award
Performance metric
Relative TSR
EPS Growth
Relative TSR
EPS Growth
Weighting (% of total award)
100%
100%
50%
50%
Performance period
3 years
3 years
3 years
3 years
Target
50th percentile
7.5% p.a.
50th percentile
5% p.a.
Vesting
(% award)
25%
25%
20%
10%
Target
75th percentile
12.5% p.a.
80th percentile
13% p.a.
Vesting
(% award)
Full vesting
Full vesting
Full vesting
Full vesting
Threshold
Maximum
Notes
1 Total Shareholder Return (TSR) performance relative to the FTSE 250 (excluding Financial Service
sector companies and Investment Trusts).
2 Average Annual Growth in Continuing Earnings per Share (EPS) is calculated with reference to
underlying earnings per share, before exceptional items, the amortisation of acquired intangible assets,
deferred tax on acquired intangible assets and goodwill, the gain or loss on disposal of businesses,
the impact arising from the fair valuing of financial instruments and acquisition transaction costs.
14
Committee’s Rationale
The following table sets out the key reasons for the Committee’s proposed changes to the executive
incentives:
Rationale
Competitiveness of the
Remuneration
It is the Committee’s aim to set the remuneration policy for the
Executive Directors so as to be competitive “for similar positions
with comparable status, responsibility and skills, in organisations
of broadly similar size and complexity, in particular the median
salary levels of those comparable companies within the
FTSE 250 (excluding investment trusts) and the FTSE All Share
Technology Sector”.
The Committee has reviewed the Remuneration Policy to ensure that
it is effective in light of a number of factors including:
• the broad position of the Company’s remuneration compared to
similar companies given Laird’s size and sector;
• recruitment and succession planning (in particular given the need
to recruit a new Chief Financial Officer in 2015);
• its policy on fixed remuneration which is to set these elements at
around median; and
• the total incentive opportunity in combination with the growth
ambitions of the business and the ability to reward executives at
the upper quartile level in the event that upper quartile levels of
performance are achieved.
Through the remuneration review the Committee also identified that
the maximum combined levels of incentive opportunity under the
annual bonus scheme and long-term incentive plan are insufficient
to ensure that on satisfaction of the performance targets an upper
quartile total remuneration position can be achieved and do not
currently deliver a median level of opportunity on an expected
value basis.
The proposed new Remuneration Policy for 2015 addresses this
positioning against the market to deliver median reward in the event
of strong performance against the targets and upper quartile reward
in the event of exceptional performance.
Why increase the Bonus
Maximum?
The Committee wanted to achieve the following goals in the most
cost effective way for the Company:
• increase the incentive opportunity to ensure that the overall Policy
on remuneration could be achieved;
• ensure that any increase in economic value of bonus as a result of
increasing the maximum bonus opportunity was not negated by:
–– the mandatory deferral of 1/3rd of the shares for three years;
and
–– the introduction of malus and clawback.
This informed the Committee’s decision on the appropriate amount
by which the maximum bonus opportunity should be increased.
15
Why change the performance
targets on the bonus?
The Committee has made the following changes to the annual bonus
performance targets for the proposed new bonus plan:
• Removed the use of working capital management (previously 10%
weighting);
• Replaced this metric by increasing the weighting on the Strategic,
Operational and Corporate Objectives (increased from 20%
weighting to 30% weighting);
• Adjusted the definition of the Underlying Profit before Tax (PBT)
metric to include interest.
The Committee made these changes:
• to simplify the bonus scheme, increase the weighting on strategic
objectives and make it more transparent to both participants and
shareholders;
• to include interest in the PBT definition, to ensure that
management is encouraged to manage cash throughout the year
and not just at the end of the performance period.
Other factors taken into account
by the Committee when
amending the bonus scheme
Factors:
• Changes to the UK Corporate Governance Code:
–– Code Provision: Schemes should include provisions that would
enable the company to recover sums paid or withhold the
payment of any sum, and specify the circumstances in which it
would be appropriate to do so.
• Shareholder views that:
–– there should be a part deferral of bonus in shares;
–– companies should encourage the retention and build-up of
material shareholdings;
–– malus and clawback provisions should be included;
• Market practice:
–– prevalence of deferred bonus plans; and
–– wide introduction of malus and clawback provisions.
16
Why increase the LTIP Award
Maximum?
The Committee had three key drivers in determining the appropriate
grant quantum under the revised long-term incentive plan for 2015.
• The ability to deliver a market competitive incentive package to
the Executive Directors which will provide upper quartile award
levels for the delivery of upper quartile levels of performance;
• A desire to simplify the arrangements going forward and reduce
the number of different reward components through the removal
of the MVOs; and
• To ensure that remuneration arrangements provide alignment with
Laird’s strategic plans.
In combination with the proposed increase to the bonus opportunity
the Committee is confident that the proposed 100% of salary
increase to the LTIP Award for the Chief Executive reflects the
removal of the MVO component, the impact on the economic value
of the additional 2 year holding period and results in an upper quartile
total compensation positioning against the market in the event that
upper quartile performance targets are achieved.
What is the impact of the
proposed changes to the
performance targets on the LTIP
Award?
Recognising the increase in quantum for the LTIP Award a number
of changes have been made to the targets to ensure upper
quartile rewards are only delivered in the event that upper quartile
performance is achieved. These changes include:
• the proposed TSR target range for 2015 has increased at the top
end i.e. 100% of those awards subject to the TSR measure will
vest for Upper Quintile performance compared to 2014, where full
vesting occurred for Upper Quartile performance. The proposed
change will make it harder for participants to receive maximum
vesting for the proportion of the LTIP Award subject to the TSR
performance metric.
• the proposed level of vesting at Threshold has been reduced from
25% to 20%. Therefore, for the same level of performance (i.e.
Median TSR), it is proposed participants will receive a lower level
of vesting.
• The proposed EPS range has been widened at both ends. The
top end of the EPS range for 2015 has increased from 12.5% to
13% p.a., while the bottom end has been reduced from 7.5% to
5% p.a. In addition, the proposed level of vesting at Threshold has
been reduced from 25% to 10%.
17
What is the purpose of the
introduction of a holding period
on the LTIP Award and increasing
the shareholding requirements?
The Committee took into account the following factors when deciding
to include a two year holding period to the LTIP Award and increase
the existing shareholding requirements to upper quartile levels in the
FTSE 250.
• The Committee’s desire to ensure that there were appropriate
tools to retain Executive Directors and to encourage alignment
with shareholders through long-term material shareholdings;
• The increase to the total compensation opportunity and need to
ensure that this generated the maximum possible alignment with
shareholders over the long-term through increased shareholding
and ownership by our executive team;
• Changes to the UK Corporate Governance Code:
–– Code Provision: For share-based remuneration, the
remuneration committee should consider requiring directors
to hold a minimum number of shares and to hold shares for a
further period after vesting or exercise, including for a period
after leaving the company, subject to the need to finance any
costs of acquisition and associated tax liabilities.
• Shareholder views that:
–– companies should encourage the retention and build-up of
material long-term shareholdings by potentially extending
vesting periods, adding holding periods and increasing
minimum shareholding requirements;
• Market practice:
–– a number of companies have started to include holding
periods in the FTSE 250.
18
Employee Plans
The table below summarises the key commercial terms of the ISPP, US ESPP and UK SIP:
Plan
Summary of commercial terms
Share purchase
• Participants will be able to acquire monthly shares in
the Company.
• Under the ISPP and the US ESPP the purchase of shares by
any participant will initially be limited to the lower of $5,000 or
10 per cent. of salary a year.
• Under the UK SIP, participants will be offered the opportunity
to buy shares with a value of up to the lower of £1,800 or
10 per cent. of the employee’s pre-tax salary a year. These are
the current approved limits set by HMRC which can change from
time to time.
Matching shares or discount
• Under the ISPP and the UK SIP, if a participant agrees to acquire
shares, matching shares may be granted. Initially a match will
be offered on the basis of one matching share for every five
shares purchased.
• For the US ESPP, if a participant agrees to acquire shares, the
purchase price paid by the participant will be set at no less than
the minimum price permitted by the relevant US tax legislation
from time to time which is currently 85% of the lower of the fair
market value of a share on the date of grant and at the end of
the offering period.
Full details of the conditions of each plan are provided in Appendices 2, 3, 4 and 5. Appendices 2, 3, 4
and 5 are summaries of the main features of the 2015 LTIP rules, ISPP rules, US ESPP rules and UK SIP
rules (the “Rules”) but do not form part of them, and should not be taken as affecting the interpretation of
the detailed terms and conditions constituting the Rules.
Yours faithfully,
Jack Boyer
Chairman of the Remuneration Committee
19
Appendix 2 – The Laird PLC 2015 Long-Term Incentive Plan
This Appendix 2 sets out the key terms of The Laird PLC 2015 Long-Term Incentive Plan rules as
proposed by Resolution 14.
Overview
The Laird PLC 2015 Long-Term Incentive Plan (the “2015 LTIP”) is a discretionary incentive plan and is
intended to be operated for selected directors of the Company and its subsidiaries (the “Group”). The
Board will supervise the operation of the 2015 LTIP.
The Board may at its absolute discretion grant awards of up to 200% of the participant’s salary in any
financial year in the form of nil cost options or conditional grants of Shares (“LTIP Awards” or for the
purpose of this summary the “Awards”).
Vesting of Awards will normally take place at the end of a three year period subject to the achievement of
certain performance targets. Vested Awards will normally be subject to a two year holding period.
A reference to the Board in this Appendix includes any designated committee of the Board.
Eligible Employees
Any employee (including a director) of the Group selected by the Board at its absolute discretion may
participate in the 2015 LTIP.
Limits
The market value of Shares (measured at the time of grant) that may be awarded to a participant in any
financial year will not exceed in aggregate 200% of the relevant participant’s annual base salary.
The 2015 LTIP may operate over new issue Shares, treasury Shares or Shares purchased in the market.
The Company may issue no more than 10 per cent. of its Shares within a 10 year period to satisfy awards
to participants in the 2015 LTIP and any other employees’ share scheme operated by the Company
under which Shares are issued. In addition, no more than 5 per cent. of Shares may be issued under the
2015 LTIP and any discretionary employees’ share scheme adopted by the Company. Shares issued
out of treasury for the 2015 LTIP count towards this limit for so long as this is required by institutional
shareholder guidelines. Awards which are renounced or lapse shall be disregarded for the purposes of
these limits.
The Board will monitor the issue of Shares during the 10 year period.
Grant of Awards
Awards will normally be granted within a 42 day period following (i) the date of approval of the 2015 LTIP
by the shareholders of the Company (ii) the day after the publication of the results of the Company for
any period, (iii) any other time at which the Board determines there are exceptional circumstances which
justify the grant of the Award or (iv) the day after the lifting of any dealing restrictions which prevented the
grant of Awards.
Awards will either be nil cost options or conditional grants of Shares. No Awards may be granted more
than 10 years after the date the 2015 LTIP is approved by shareholders of the Company.
No payment is required for the grant of an Award.
Performance Targets and Conditions Attaching to Awards
Awards may be subject to performance targets or other conditions set by the Board at the date of grant.
The proposed performance targets for the initial grant of Awards to be made following the 2015 AGM are
summarised in the Remuneration Committee Chairman’s letter as set out in Appendix 1.
Awards once vested will normally be subject to a holding period set at the date of grant. The normal
holding period will be two years. The holding period will only apply to the net number of Shares acquired
if a participant chooses to settle their tax liability by selling Shares. During the holding period the only
restriction on the participant will be that they cannot sell the Shares.
20
Awards may, at the discretion of the Board, be the subject of early release from the performance period
or the holding period.
Malus
The Board may decide at the vesting of an Award or at any time before to reduce the number of Shares
subject to an Award on such basis as the Board in its discretion considers to be fair and reasonable in the
following circumstances:
(i) discovery of a material misstatement resulting in an adjustment in the audited consolidated accounts
of the Company;
(ii) that the assessment of any performance target or condition in respect of an Award was based on
error, or inaccurate or misleading information;
(iii) the discovery that any information used to determine the number of Shares subject to an Award was
based on error, or inaccurate or misleading information;
(iv)action or conduct of a participant which, in the reasonable opinion of the Board, amounts to employee
fraud or gross misconduct; or
(v) events or behaviour of a participant have led to the censure of the Company by a regulatory authority
or have had a significant detrimental impact on the reputation of any Group company provided that
the Board is satisfied that the relevant participant was responsible for the censure or reputational
damage and that the censure or reputational damage is attributable to him.
Clawback
The Board may apply clawback to all or part of a participant’s Award in the same circumstances as apply
to malus (as described above) during the period of two years following the vesting of an Award. Clawback
may be effected, among other means, by requiring the transfer of Shares, payment of cash or reduction
of awards.
Cessation of Employment
If a participant ceases to be employed by or hold office with the Group prior to the expiry of the
performance period by reason of:
(i)death;
(ii) injury, ill-health or disability;
(iii)redundancy;
(iv)retirement;
(v) the company employing the participant ceasing to be, or the business to which the participant’s office
relates being transferred to a person which is not a Group company; or
(vi)any other reason (apart from dishonesty, fraud, misconduct or any other circumstances justifying
summary dismissal in which case the Award shall lapse immediately) and the Board in its discretion
permits exercise or vesting,
then, unless the Board determines otherwise, the participant will continue to hold the Award which will
vest on the normal vesting date and performance will be measured over the original performance period.
To the extent that any performance targets and any other conditions are met, the number of Shares in
respect of which an Award then vests will be pro-rated to reflect the proportion of the performance period
which had elapsed at cessation, unless the Board decides otherwise. The Board can determine that the
number of Shares that vest is a higher or lower number than calculated, provided that this number does
not exceed the total number of Shares subject to the Award.
The Board has the discretion to determine that the end of the performance period is the date of
cessation, whether and to what extent the performance targets have been satisfied or waived, whether
to pro-rate the number of vested Shares to reflect the performance period completed and whether to
21
accelerate the vesting date to the date on which the Board makes its final determination of the number of
Shares which vest.
It should be noted that it is the Board’s policy only to apply its discretion if the circumstances at the time
are, in its opinion, sufficiently exceptional.
Change of Control
In the event of a takeover or scheme of arrangement or the voluntary winding-up of the Company
occurring before the expiry of the performance period, Awards will vest. The number of Shares subject
to Awards which vest will, in these circumstances, be determined by reference to the extent to which
the performance target and any other conditions have been satisfied over a reduced performance period
and, unless the Board determines otherwise, will then be pro-rated to take into account the length of the
reduced performance period when compared to the original performance period.
The Board may consider whether to disapply full pro-rating for time and performance. It is the Board’s
policy in normal circumstances to measure performance at the date of the relevant event and pro-rate the
number of Shares to the amount of the performance period completed on the occurrence of the event.
The Board may also determine that an Award should vest or become exercisable on a date earlier than
the date of the relevant event. In addition, if the Board considers that a transaction such as a demerger or
delisting might affect the current or future value of an Award, it has discretion to allow some or all Awards
to vest or become exercisable for such period as it determines.
In certain circumstances, Awards may be exchanged for awards over shares in the acquiring company
and will then be cancelled. In the event of an internal reorganisation of the Company where there is no
change of control, unless the Board determines otherwise, Awards will not be released and instead will be
exchanged for new awards on terms to be agreed and then the Awards will be cancelled.
Non-Transferability of Awards
Awards are not transferable other than to the participant’s personal representatives.
Allotment and Transfer of Shares
Any Shares allotted or transferred under the 2015 LTIP will rank equally with Shares then in issue (except
for rights arising in reference to a record date prior to their allotment or transfer).
Applications will be made to both the UK Listing Authority and the London Stock Exchange in order to
obtain the relevant approvals for admission to trading for new Shares that are issued pursuant to the
2015 LTIP.
Adjustment of Awards
On a variation of the capital of the Company, the number of Shares subject to an Award may be adjusted
in such manner as the Board determines.
Amendments
Amendments to the 2015 LTIP rules may be made at the discretion of the Board. However, the basis
for determining a participant’s entitlement to be made an Award and/or acquire Shares, the persons to
whom an Award may be made, the limitations on the number of Shares over which an Award can be
made, individual participation limits and the adjustments that may be made following a variation of capital
cannot be altered to the advantage of participants without prior shareholder approval, except for minor
amendments to benefit the administration of the 2015 LTIP, to take account of a change in legislation or to
obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for the Group.
The Board may add to, vary or amend the 2015 LTIP rules by way of a separate schedule in order that
the 2015 LTIP may operate to take account of local legislative and regulatory treatment for participants or
the relevant group company, provided that the parameters of these arrangements will provide no greater
benefits than the 2015 LTIP rules as summarised above.
General
Shares acquired, Awards and any other rights granted pursuant to the 2015 LTIP are non-pensionable.
22
Appendix 3 – The Laird PLC International Share Purchase Plan
This Appendix 3 sets out the key terms of The Laird PLC International Share Purchase Plan rules as
proposed by Resolution 15.
Overview
The Laird PLC International Share Purchase Plan (“ISPP”) is an all employee share ownership plan. The
ISPP will be administered by the Board.
Eligible Employees
All employees of the Company and its participating subsidiaries (the “Group”) who are determined by the
Board as being qualifying employees can participate in the ISPP. Non-Executive Directors are not eligible
to participate in the ISPP.
From time to time, the Company may invite qualifying employees to join the ISPP.
Limits
The ISPP may operate over new issue Shares, treasury Shares or Shares purchased in the market. The
ISPP rules provide that, in any period of 10 calendar years, not more than 10 per cent of the Company’s
issued ordinary share capital may be issued or issuable under the ISPP and under any other employees’
share scheme operated by the Company. Shares issued out of treasury for the ISPP will count towards
this limit for so long as this is required under institutional shareholder guidelines. Awards which are void or
have lapsed shall be disregarded for the purposes of these limits.
The Board will monitor the issue of Shares during the 10 year period.
Employee Shares
Participants may enter into a contract to acquire Shares (“Employee Share Agreement”) in accordance
with such terms as the Board may determine from time to time. Generally, Employee Shares will be
acquired monthly or annually from a participant’s net salary. In the first year of operation the maximum
annual contribution to purchase Employee Shares (on a monthly basis) will not exceed the lower of
US$5,000 or 10% of annual gross salary. In future years the Board has the discretion to amend this limit
depending upon the overall affordability to the Company.
Once acquired, Employee Shares may be withdrawn from the ISPP at any time. Participants are entitled
to dividends on the Employee Shares which will be invested in additional Shares of equivalent value
(“Employee Dividend Shares”). Employee Dividend Shares are not capable of forfeiture.
Matching Shares
If a participant agrees to acquire Employee Shares the Board may, at its discretion, and in accordance
with the ISPP rules, make a conditional award (“Award”) of a number of shares (“Matching Shares”) to
each participant on such basis as determined by the Board. In the first year of operation it is intended that
the ratio of Matching Shares to associated Employee Shares shall be one Matching Share for every five
Employee Shares that have been acquired by the participant. In future years the Board has the discretion
to amend this limit depending upon the overall affordability to the Company.
Release of Matching Shares
The Board will determine a holding period from the date of grant and participants shall become entitled
to the Matching Shares subject to Awards on the expiry of that holding period, subject to the satisfaction
of any applicable performance conditions, restrictions or requirements, as determined by the Board at its
absolute discretion and set out in a participant’s Employee Share Agreement. During any holding period,
participants shall not be entitled to vote or exercise any other right in relation to such Matching Shares. In
the first year of operation the holding period will be two years.
At the discretion of the Board, participants may receive a cash payment or an additional payment in the
form of Shares (“Matching Dividend Shares”) equal to the whole or part of any dividends which would
have been paid on the Matching Shares had they been held by participants since the beginning of the
relevant holding period.
23
Cessation of Employment
If a participant ceases to be employed by the Company or a subsidiary for any reason, any Award that
has not been released at that date shall lapse unless the Board in its absolute discretion determines
otherwise for reasons including, amongst others, ill health, injury, disability, retirement, sale of the business
to which the participant’s employment relates out of the Group, sale of the participant’s employing
company out of the Group, redundancy or death or any other circumstances which the Board determines
at its discretion (“Good Leaver Reason”).
If the Board determines that an Award shall be released on cessation for a Good Leaver Reason, it shall
determine the proportion of the Award which shall be released and such terms (if any) which shall apply to
such release and then determine the number, if any, of Matching Dividend Shares to be released or cash
payment to be made.
Change of Control
In the event of a reconstruction, takeover or winding up of the Company then the number of Matching
Shares subject to the Awards will be released (and Matching Dividend Shares may be released or a cash
payment made) unless the Board determines otherwise.
In the event of a change of control of the Company, in certain circumstances, Awards will be cancelled
and exchanged for awards over shares in the new company. These new awards will have the same rights
and be subject to the same restrictions as the original awards.
In the event that the Company merges with another company, or any of the businesses of the Group
are demerged, the Board shall have the discretion to either specify whether all subsisting Awards are
replaced with awards of an equivalent value as is considered fair and reasonable by the Board or to
determine that the number of Shares subject to subsisting Awards be adjusted or to determine that all
Awards are released.
Non-Transferability of Awards
Awards are not transferable other than to the participant’s personal representatives.
Allotment and Transfer of Shares
Any Shares allotted or transferred under the ISPP will rank equally with Shares then in issue (except for
rights arising by reference to a record date prior to their allotment or transfer).
Applications will be made to both the UK Listing Authority and the London Stock Exchange in order to
obtain the relevant approvals for admission to trading for new Shares that are to be issued pursuant to
the ISPP.
Adjustment of Awards
On a variation of the capital of the Company, the number of Shares subject to an Award may be adjusted
in such manner as the Board determines appropriate.
Cash alternative and cash awards
The ISPP rules provide that a cash alternative may be provided to a participant instead of Shares.
In addition, a sub-plan to the ISPP permits cash awards to be granted in jurisdictions where it is not
practicable to offer Shares on the basis that participants will receive a cash payment by reference to a
number of notional Shares awarded to them subject to continued employment. The ISPP rules apply to
such awards subject to consequential modifications.
Duration
The Board may not grant Awards under the ISPP more than 10 years after its adoption.
Amendments
Amendments to the ISPP rules may be made at the discretion of the Board. However, the provisions
governing eligibility requirements, individual participation limits and the basis for determining a
participant’s entitlement to Shares, the adjustments that may be made following a rights issue or any
24
other variation of capital and the limitations on the number of Shares that may be issued cannot be
altered to the advantage of participants without prior shareholder approval, except for minor amendments
to benefit the administration of the ISPP, to take account of a change in legislation or to obtain or maintain
favourable tax, exchange control or regulatory treatment for participants or for the Group.
The Board may add to, vary or amend the ISPP rules by way of a separate schedule in order that the
ISPP may operate to take account of local tax, exchange control or securities laws in overseas territories
for participants or the relevant Group company, provided that the parameters of these arrangements will
provide substantially similar benefits to the ISPP rules.
General
Any benefits granted or Shares awarded under the ISPP are non-pensionable.
The Company’s Employee Benefit Trust
The Company will establish an employee trust (the “EBT”). The Company has the power to appoint and
remove the trustee.
The EBT can be used to benefit employees and former employees of the Company and its subsidiaries.
The trustee of the EBT has the power to acquire Shares. Any Shares acquired may be used for the
purposes of the employee share plans established by the Group from time to time. The Company initially
intends to use the EBT to satisfy Awards under the ISPP. However, it may be used to satisfy awards
under other employee share plans at the discretion of the Company.
The Group may fund the EBT by loan or gift to acquire Shares either by market purchase or by
subscription. Any awards to subscribe for Shares granted to the EBT or Shares issued to the EBT will be
treated as counting against the dilution limits that apply to the relevant plan.
The EBT will not make an acquisition of Shares if that acquisition would mean that (after deducting any
Shares held as nominee for beneficiaries under the EBT) it held more than five per cent. of the Company’s
ordinary share capital, without prior shareholder approval.
25
Appendix 4 – The Laird PLC US Employee Stock Purchase Plan
This Appendix 4 sets out the key terms of The Laird PLC US Employee Stock Purchase Plan Rules as
proposed by Resolution 16.
Overview
The Laird PLC US Employee Stock Purchase Plan (“US ESPP”) is an employee stock purchase plan
under which eligible employees are awarded options over Shares (“Options”). The US ESPP is designed
to qualify under section 423 of the US Internal Revenue Code of 1986, as amended (the “Code”),
giving US participants certain tax benefits on gains made under the US ESPP. The US ESPP will be
administered by the Board.
Eligible Employees
Generally, all employees of any US company which is a subsidiary of the Company and which is
designated as a participating company in the US ESPP will be eligible to participate in the US ESPP and
to receive an Option. Employees who are citizens or residents of a non-US jurisdiction may be excluded
from participation in the US ESPP if such employee’s participation would violate the laws of the applicable
jurisdiction or if complying with the laws of the applicable jurisdiction would cause the US ESPP to violate
section 423 of the Code. The Board may impose additional eligibility requirements to the extent permitted
by law.
From time to time, the Company may invite eligible employees to take part in an offering under the US
ESPP in accordance with the offering materials for such offering.
Limits
The US ESPP may operate over new issue Shares, treasury Shares or Shares purchased in the market.
The rules of the US ESPP provide that, in any period of 10 calendar years, not more than 10% of the
Company’s issued ordinary share capital may be issued or issuable under the US ESPP and under
any other employee share plan operated by the Company. For purposes of this rule, Shares issued out
of treasury for the US ESPP will count towards this limit so long as this is required under institutional
shareholder guidelines.
The Board will monitor the issue of Shares during the 10 year period.
In addition, the maximum total number of Shares which may be used in connection with the US ESPP,
whatever the source of the Shares, is 13,400,545. This figure corresponds to 5% of the Company’s
issued share capital as at 20 March 2015 but the actual number of Shares which will be used under
the US ESPP is expected to be substantially less than this number. This number may be subject to
adjustment in the event of certain changes to the corporate structure of the Company.
Grant of Options and Individual Limits
Where the Company makes offers under the US ESPP, Options are granted at the beginning of a specific
offering period to those employees who have enrolled in the US ESPP for that offering period. The offering
period cannot exceed 27 months and for the first year of the US ESPP’s operation, it is proposed that
each offering period will last approximately 12 months.
The price payable for each Share under an Option shall be determined by the Board, provided that the
purchase price is not less than the minimum price permitted under the Code from time to time which is
currently 85% of the fair market value of a Share on the date of grant or at the end of the offering period,
whichever is the lower. The fair market value on any day will be calculated based on the closing middlemarket quotation of a Share on the preceding dealing day.
Participants will enroll in the US ESPP by authorising payroll deductions from their salary during the
relevant offering period. Under section 423 of the Code, participants may not be granted Options in any
12 month period over Shares worth in excess of the relevant limit permitted under the Code which is
currently US$25,000 (measured at the time of grant). In the first year of the US ESPP’s operation, the
maximum contributions of any participant will be limited to the lower of US$5,000 per annum or 10% of
annual gross salary or such lower amount as the Board shall determine.
26
Participants are entitled to cease their payroll deductions at any time during an offering period and may in
certain circumstances be permitted to change the amount of their payroll deductions.
Exercise of Options
Provided the participant is still an employee of a participating US subsidiary of the Company at the end of
an offering period, the participant’s Option will automatically be exercised using the accumulated payroll
deductions to purchase the maximum whole number of Shares possible. Unless the Board determines
otherwise, the purchase date shall be the final dealing day of each offering period.
Cessation of Employment
If a participant ceases to be employed by a participating US company which is a subsidiary of the
Company for any reason, his Options will lapse and any accumulated payroll deductions that have
not been used to buy Shares under the US ESPP during the offering period shall be returned to
the participant or, in the case of cessation of employment due to death, returned to the personal
representatives of the participant.
Change of control
In the event of a change of control, winding-up, merger or demerger of the Company then the Board shall
decide whether the offering period shall be shortened and the date of automatic exercise and subsequent
purchase of Shares will be brought forward or Options shall be cancelled and the accumulated payroll
deductions returned to the participants. In certain circumstances the Options may be replaced with
options of an equivalent value in the relevant acquiring company.
Non-Transferability of Options
The opportunity to be granted an Option is personal to participants and neither the opportunity nor any
rights granted in relation to it may be transferred, assigned, pledged, charged or otherwise disposed of.
Allotment and Transfer of Shares
Any Shares allotted or transferred under the US ESPP will rank equally with Shares then in issue (except
for rights arising in reference to a record date prior to their allotment or transfer).
Applications will be made to both the UK Listing Authority and the London Stock Exchange in order to
obtain the relevant approvals for admission to trading for new Shares that are issued pursuant to the
US ESPP.
Adjustment of Options
On a variation of the capital of the Company, the number of Shares under Option may be adjusted in
such manner as the Board determines appropriate.
Duration
The Board may not grant Options under the US ESPP after the earlier of 10 years from the date of its
approval by shareholders or 10 years from the date of its adoption by the Board .
Amendments
Amendments to the US ESPP rules may be made at the discretion of the Board. However, the provisions
governing eligibility requirements, individual participation limits, the basis for determining a participant’s
entitlement to Shares and the terms on which they are acquired and the adjustments that may be made
following a rights issue or any other variation of capital and the limitations on the number of Shares that
may be issued or made available under the US ESPP cannot be altered to advantage of participants
without prior shareholder approval, except for minor amendments to benefit the administration of the US
ESPP, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control
or regulatory treatment for participants or for the Laird group of companies.
General
Any Options granted, Shares purchased or income recognised in connection with the US ESPP are
non‑pensionable.
27
Appendix 5 – The Laird PLC UK Share Incentive Plan
This Appendix 5 sets out the key terms of The Laird PLC UK Share Incentive Plan Rules as proposed by
Resolution 17.
Overview
The Laird PLC UK Share Incentive Plan (“UK SIP”) is an all-employee share ownership plan which has
been designed to meet the requirements of Schedule 2 of the Income Tax (Earnings and Pensions) Act
2003 so that Shares can be provided to UK participants under the UK SIP in a tax-efficient manner. The
UK SIP provides for three types of awards (“Awards”).
Eligible Employees
All UK resident tax-paying employees of the Company and its UK participating subsidiaries (the “Group”)
must be offered the opportunity to participate. Other employees may be permitted to participate.
Employees invited to participate may be required to have completed a minimum qualifying period of
employment before they can participate, as determined by the Board in relation to any award of Shares
under the UK SIP.
Limits
The UK SIP may operate over new issue Shares, treasury Shares or Shares purchased in the market.
The Company may issue or commit to issue no more than 10 per cent. of its Shares within a 10 year
period to satisfy awards to participants in the UK SIP and any other employees’ share scheme operated
by the Company under which Shares are issued. Shares issued out of treasury for the UK SIP will count
towards this limit for so long as this is required under institutional shareholder guidelines. Awards which
are renounced or lapse shall be disregarded for the purposes of these limits.
The Board will monitor the issue of Shares during the 10 year period.
Types of Awards
Under the UK SIP, participants may be (i) offered the opportunity to buy Shares with a value of up to the
lower of £1,800 and 10 per cent. of the employee’s pre-tax salary a year (“Partnership Shares”) (ii) given
up to two free Shares (“Matching Shares”) for every Partnership Share and (iii) allowed or required to
purchase Shares using any dividends received on Shares held in the UK SIP (“Dividend Shares”).
The Board may determine that different limits shall apply in the future should the relevant legislation
change in this respect.
Partnership Shares
The Board may allow participants to use pre-tax salary to buy Partnership Shares. The maximum limit
is the lower of £1,800 or 10 per cent. of pre-tax salary in any tax year. The minimum salary deduction
permitted, as determined by the Board, must be no more than £10 on any occasion. The salary
deductions to be used to purchase Partnership Shares can be accumulated for a period of up to
12 months (the “Accumulation Period”) or Partnership Shares can be purchased out of deductions
from the participant’s pre-tax salary when those deductions are made. A participant and the Company
may agree to vary the amount of salary deductions and the intervals of those deductions. If there is an
Accumulation Period, the number of Shares purchased shall be determined by dividing the participant’s
aggregate pay deducted during the Accumulation Period by the market value of the Partnership Shares at
the start or following the end of the Accumulation Period.
Once acquired, Partnership Shares may be withdrawn from the UK SIP by the participant at any time.
Matching Shares
The Board may, at its discretion, offer Matching Shares free to a participant who has purchased
Partnership Shares up to the maximum ratio provided by statute (currently two Matching Shares for every
Partnership Share). If awarded, Matching Shares must be awarded on the same basis to all participants.
For the initial operation of the UK SIP, a match will be offered on the basis of one Matching Share for
every five Partnership Shares purchased. There is a holding period of between three and five years
(the precise duration to be determined by the Board) during which the participant cannot withdraw the
28
Matching Shares from the UK SIP unless the participant ceases employment. For the initial operation of
the UK SIP, the holding period will be three years.
The Board, at its discretion, may provide that the Matching Shares will be forfeited if the participant leaves
relevant employment other than by reason of injury, disability, retirement, redundancy, the transfer of the
participant’s employment out of the Group or a change of control or other circumstances giving rise to
the company employing the participant being transferred to a person which is not in the Group or on
death. Forfeiture can only take place within a period specified by the Board which cannot exceed three
years from the date that the Matching Shares were awarded. For the initial operation of the UK SIP, the
forfeiture period will be two years.
Re-investment of dividends
The Board may allow or require a participant to re-invest the whole or part of any dividends paid on
Shares held in the UK SIP. Dividend Shares must be held in the UK SIP Trust for no less than three years.
Corporate events
In the event of a general offer being made to shareholders (or a similar takeover event taking place) during
a holding period, participants will be able to direct the trustee of the UK SIP Trust as to how to act in
relation to their Shares held in the UK SIP. In the event of a corporate re-organisation, any Shares held by
participants may be replaced by equivalent shares in a new holding company.
Variation of capital
Shares acquired on a variation of share capital of the Company will usually be treated in the same way as
the Shares acquired or awarded under the UK SIP in respect of which the rights were conferred and as if
they were acquired or awarded at the same time.
Allotment and Transfer of Shares
Any Shares allotted or transferred under the UK SIP will rank equally with Shares then in issue (except for
rights arising by reference to a record date prior to their allotment or transfer).
Amendments
The Company may at any time amend the rules of the UK SIP by resolution of the Board and may
amend the UK SIP Trust deed by way of a supplemental deed. The prior approval of shareholders at
a general meeting of the Company must be obtained in the case of any amendment to the advantage
of participants which is made to the provisions relating to eligibility, persons to whom the award must
or may be made, individual or overall limits, the basis for determining a participant’s entitlement to and
the terms of Shares provided under the UK SIP, the price payable for Shares by eligible employees and/
or the adjustments that may be made in the event of any variation to the share capital of the Company;
save that there are exceptions for any minor amendment to benefit the administration of the UK SIP, to
take account of any change in legislation or to obtain or maintain favourable tax, exchange control or
regulatory treatment for participants, the Company and/or its subsidiaries or the trustees of the UK SIP
Trust. No modification can be made which would alter, to the disadvantage of any participant, the rights
he accrued under the UK SIP.
The Board may, at any time, establish further plans for overseas territories, any such plan to be similar
to the UK SIP but modified to take account of local tax, exchange control or securities laws. Any Shares
made available under such further overseas plans must be treated as counting against the limits on
individual and overall participation in the UK SIP.
General
The benefits received under the UK SIP are not pensionable.
UK SIP Trust
The UK SIP operates through a UK-resident trust (the “UK SIP Trust”). The trustee of the UK SIP Trust
purchases or subscribes for shares that are awarded to or purchased on behalf of participants in the UK
SIP. A participant will be the beneficial owner of any Shares held on his behalf by the trustee of the UK SIP
Trust. Any Shares held in the UK SIP Trust will rank equally with Shares then in issue.
29
IMPORTANT INFORMATION
Right to attend and vote
Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001 and section 360(b)(2) of the
Companies Act 2006, the Company specifies that in order to have the right to attend (in person or by
proxy) and/or vote at the AGM (and also for the purpose of calculating how many votes a person entitled
to attend and vote may cast), a person must be entered on the register of members of the Company
by no later than 5.30pm on Wednesday 6 May 2015 or, in the case of an adjournment, by no later than
5.30pm on the date which is two days, excluding non business days, before the day of the adjourned
meeting. Changes to entries on the register of members after this time shall be disregarded in determining
the rights of any person to attend (in person or by proxy) or vote at the Meeting.
Non-shareholders (who are accompanying shareholders) will only be admitted to the AGM at the
discretion of the Company.
Proxies
Any member entitled to attend and vote at the AGM is entitled to appoint another person (whether a
member or not) as his proxy to exercise all or any of his rights to attend, to speak and to vote at the AGM
instead of him. A member may appoint more than one proxy in relation to the AGM, provided that each
proxy is appointed to exercise the rights attached to a different share or shares held by him. Appointing a
proxy will not preclude a member attending and voting in person at the AGM.
A form of proxy is enclosed or you may submit your vote electronically at www.capitashareportal.com.
Alternatively, if you hold your shares in uncertificated form (i.e., in CREST) you may vote using the CREST
system (please see the notes below).
All proxies, however submitted, must be lodged with the Company’s Registrar, Capita Asset
Services, by no later than 10.30am on Wednesday 6 May 2015.
Corporate Representatives
Any corporation which is a member can appoint one or more corporate representatives who may exercise
on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
Nominated Persons
Any person to whom this notice is sent who is a person nominated under section 146 of the Companies
Act 2006 to enjoy information rights (a “Nominated Person”) may have a right under an agreement
between him/her and the member by whom he/she was nominated, to be appointed (or to have
someone else appointed) as a proxy for the AGM. If a Nominated Person has no such right or does not
wish to exercise it, he/she may have a right under such an agreement, to give instructions to the member
as to the exercise of voting rights. The statement of the above rights of the members in relation to the
appointment of proxies does not apply to Nominated Persons. Those rights can only be exercised by
members of the Company.
Voting at the AGM
Votes at the AGM on all matters will be taken on a show of hands.
The results of the voting on each resolution will be announced through a Regulatory Information Service
and will appear on the Company’s website as soon as possible after the conclusion of the AGM.
Right to ask questions
Any member attending the AGM 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 AGM but no such answer
need be given if (a) to do so would interfere unduly with the preparation for the AGM 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 the good order of the
AGM that the question be answered.
30
AGM resolutions/business
Under section 338 and section 338A of the Companies Act 2006, members meeting the threshold
requirements in those sections have the right to require the Company (i) to give, to members of the
Company entitled to receive notice of the AGM, notice of a resolution which may properly be moved
and is intended to be moved at the AGM; and/or (ii) to include in the business to be dealt with at the
Meeting any matter (other than a proposed resolution) which may be properly included in the business.
A resolution may properly be moved or a matter may properly be included in the business unless (a) (in
the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with
any enactment or the Company’s constitution or otherwise), (b) it is defamatory of any person, or (c) it is
frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the
resolution of which notice is to be given or the matter to be included in the business, must be authorised
by the person or persons making it, must be received by the Company not later than the date six clear
weeks before the meeting, and (in the case of a matter to be included on the business only) must be
accompanied by a statement setting out the grounds for the request.
Total Number of Voting Rights
As at 20 March 2015 (being the last practicable date prior to the publication of this document), the
Company’s issued share capital consists of 268,010,915 ordinary shares of 28.125p, carrying one vote
each. Every member has one vote on a show of hands and on a poll one vote for each share held.
Currently, the Company has no treasury shares therefore the total voting rights of the Company as at that
date are 268,010,915.
Documents Available for Inspection
Copies of the Executive Directors’ service agreements; the terms and conditions of appointment of
Non-executive Directors; and the rules governing the 2015 LTIP, ISPP, US ESPP and UK SIP are available
for inspection at the Company’s registered office during normal business hours from the date of this
notice until the conclusion of the AGM (Saturdays, Sundays and public holidays excepted) and will be
available for inspection at the place of the AGM for at least 15 minutes prior to and during the Meeting.
Website Publication of Audit Concerns
Under section 527 of the Companies Act 2006, members meeting the threshold requirements set out in
that section have the right to require the Company to publish on a website a statement setting out any
matter relating to: (i) the audit of the Company’s accounts (including the auditor’s report and the conduct
of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of
the Company ceasing to hold office since the previous meeting at which annual accounts and reports
were laid in accordance with section 437 of the Companies Act 2006, (in each case) that the members
propose to raise at the AGM. The Company may not require the members requesting any such website
publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006.
Where the Company is required to place a statement on a website under section 527 of the Companies
Act 2006, it must forward the statement to the Company’s auditor not later than the time when it makes
the statement available on the website. The business which may be dealt with at the AGM includes any
statement that the Company has been required under section 527 of the Companies Act 2006 to publish
on a website.
Notes on CREST Voting
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy
appointment service may do so for the AGM and any adjournment(s) thereof by using the procedures,
and the address, described in the CREST Manual (available via www.euroclear.com/CREST) subject to
the provisions of the Company’s Articles of Association.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate
CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with
Euroclear UK and Ireland Limited’s (“Euroclear”) specifications and must contain the information required
for such instructions, as described in the CREST Manual.
If you submit your proxy electronically through CREST, to be valid, the appropriate CREST message,
(regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction
given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by
31
our Registrar, Capita Registrars, (ID RA10) by no later than 10.30am on Wednesday 6 May 2015. For
this purpose the time of receipt will be taken to be the time (as determined by the time stamp applied to
the message by the CREST Applications Host) from which the Registrar 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.
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.
CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note
that Euroclear 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.
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.
Communication
You may not use any electronic address (within the meaning of section 333(4) of the Companies Act
2006) provided in this Notice of Meeting (or in any related documents including the Chairman’s letter and
proxy form) to communicate with the Company for any purposes other than those expressly stated.
A copy of this notice, and other information required by section 311A of the Companies Act 2006, can be
found at www.laird-plc.com.
Location of AGM
The Annual General Meeting of Laird PLC will be held at the offices of J.P.Morgan, 60 Victoria
Embankment, London EC4Y 0JP on Friday 8 May 2015 at 10.30 am.
w Br idge
Str eet
rset Rise
hitefriars Str eet
St. Paul's
Thameslink
Tudor Street
rpass
Unde
Victoria Embankment
Printed by CPI Colour
Blackfriars Bridge
John Carpenter Street
Carmelite Street
Tallis Street
60 V ictoria
Embankment
Blackfriars
RF66503