THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to any aspect of the proposals referred to in this
document or as to the action you should take, you should seek your own advice
from a stockbroker, solicitor, accountant, or other professional adviser authorised
under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your ordinary shares in Novae Group
plc (the “Company”), please pass this document together with the accompanying
documents to the purchaser or transferee, or to the person who arranged the sale
or transfer so they can pass these documents to the person who now holds the
ordinary shares.
NOVAE GROUP PLC
(Incorporated and registered in England and Wales under number 05673306)
NOTICE OF 2017 ANNUAL GENERAL MEETING
Your attention is drawn to the letter from the Chairman of Novae Group plc set out on
pages 2 to 5 of this document, which recommends voting in favour of the resolutions to
be proposed at the Annual General Meeting.
Notice of the Annual General Meeting to be held at 10.00 a.m. on Wednesday 10 May
2017 at 21 Lombard Street, London EC3V 9AH is set out on pages 6 to 8 of this
document.
Shareholders will find enclosed with this document a Form of Proxy for use at the
Annual General Meeting.
Whether or not you propose to attend the Annual General Meeting, please complete and
return the Form of Proxy (in accordance with the notes to the Notice of Annual General
Meeting) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol
BS99 6ZY. The Form of Proxy must be received no later than 10.00 a.m. on Monday 8 May
2017. Alternatively, if you would prefer to register your proxy appointment and instructions
electronically, full details of the process to follow are shown on the Form of Proxy.
The completion and return of a Form of Proxy will not prevent you from attending the
Annual General Meeting and voting in person should you wish to do so.
Novae Group plc
21 Lombard Street
London EC3V 9AH
23 March 2017
Dear Shareholder,
Notice of Annual General Meeting
I am writing to you with details of our Annual General Meeting, which we are holding at 10.00 a.m. on
Wednesday 10 May 2017 at 21 Lombard Street, London EC3V 9AH. The Notice of Annual General
Meeting is set out on pages 6 to 8 of this document.
The purpose of the Annual General Meeting is to seek shareholders’ authority for a number of items of
routine business addressed at the Annual General Meeting every year together with two items of special
business which seek approval of the Novae Group plc 2017 Long Term Incentive Plan and amendment to
the aggregate annual fees payable to directors as set out in the Company’s Articles of Association. The
background to these items and an explanation of the resolutions to be proposed at the Annual General
Meeting are set out in this letter.
Resolutions 1 to 17 are proposed as ordinary resolutions. This means that for each of those resolutions to
be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 18 to 20 are
proposed as special resolutions. This means that for each of those resolutions to be passed, at least threequarters of the votes cast must be in favour of the resolution.
Explanation of business to be considered at the Annual General Meeting
Resolution 1 – Annual Report and Accounts
The directors must present to shareholders the Directors’ Report, the Auditor’s Report, the Strategic
Report and the audited accounts of the Company for the financial period ended 31 December 2016 (the
2016 Annual Report and Accounts), a copy of which accompanies this document.
Resolutions 2 and 3 – Directors’ Remuneration Report
These Resolutions seek shareholder approval for the Directors’ Remuneration Policy and the Annual
Statement by the Chairman and Annual Report on Remuneration, which together form the Directors’
Remuneration Report in its entirety.
In accordance with the Regulations which came into force on 1 October 2013, the Company offers
shareholders a binding vote to approve the Directors’ Remuneration Policy at least once every three years
and on a more frequent basis if changes are proposed. As changes are proposed to the Remuneration
Policy that was approved by shareholders at the 2015 AGM, Resolution 2 seeks shareholder approval of
the proposed Remuneration Policy which is set out in the first part of the Directors’ Remuneration Report
on pages 58 to 63 of the 2016 Annual Report and Accounts. If approved, the Remuneration Policy will
operate with effect from the date of the Annual General Meeting. If Resolution 2 is not passed, the Company
will continue to operate under its current Directors’ Remuneration Policy. Full details of the proposed
changes to the Remuneration Policy are set out on page 56 of the 2016 Annual Report and Accounts.
Resolution 3 seeks shareholder approval for the Annual Statement by the Chairman of the Remuneration
Committee and the Annual Report on Remuneration, as set out on pages 56 to 57 and 64 to 72
respectively of the 2016 Annual Report and Accounts. This vote is advisory in nature and does not affect
the actual remuneration paid to any director.
Resolution 4 – Final dividend
The Board proposes a final dividend of 7.5p per share in respect of the year ended 31 December 2016. If
approved, the recommended final dividend will be payable on 19 May 2017 to ordinary shareholders on
the Register of Members at close of business on 21 April 2017.
2
Resolutions 5 and 6 – Election of directors
The Board, on the recommendation of the Nomination & Governance Committee, is proposing the election
to the Board of Reeken Patel as an executive director (on which I comment separately in my Chairman’s
Statement in the Annual Report). This is Reeken’s first AGM following his appointment by the Board in
March 2017. Biographical details for Reeken are set out on page 42 of the 2016 Annual Report.
On 23 March 2017 we announced the appointment of Steven Burns to the Board with effect from
31 March 2017. The Board, on the recommendation of the Nomination & Governance Committee, is
proposing the election to the Board of Steven Burns as a non-executive director. Steven is a Chartered
Accountant with over 30 years’ experience in the insurance industry, latterly as Chief Executive Officer of
QBE Europe. He was previously Chief Executive Officer of QBE’s Lloyd’s business and has also held senior
positions at Limit plc and Janson Green Limited. Steven has also previously been a non-executive member
of Lloyd’s Franchise Board and of the Council of Lloyd’s.
Resolutions 7 to 12 – Re-election of directors
The Company has elected to comply with the recommendations of the UK Corporate Governance Code
as they apply to FTSE 350 companies and the Board recommends Resolutions 7 to 12 proposing the
directors stand for re-election. Brief biographical details of the directors are set out on pages 42 and 43 of
the 2016 Annual Report and Accounts. Having considered the performance and contribution made by
each of the directors standing for re-election, the Board is satisfied that the performance of each director
continues to be effective and to demonstrate commitment to the role.
Resolution 13 and 14 – Re-appointment and remuneration of auditors
The auditors of the Company must be appointed at each general meeting at which accounts are presented.
Resolution 13 proposes the re-appointment of the Company’s existing auditors, PricewaterhouseCoopers
LLP. Resolution 14 proposes that the Audit Committee be authorised to determine the level of remuneration
to be paid to the auditors for the current year.
Resolution 15 – Long Term Incentive Plan
The existing Novae Group plc Long Term Incentive Plan (LTIP) was first approved by shareholders in May
2007 and will expire in 2017. The Novae Group plc Remuneration Committee has undertaken a review of
the current LTIP taking into consideration current market practice, feedback from investor bodies and
shareholders and recent regulatory changes and wishes to seek shareholder approval for the new LTIP
(2017 LTIP).
A summary of the Rules of the 2017 LTIP is included in Appendix 1 to this Notice. A copy of the draft Rules
will be available for inspection at the registered office of the Company during working hours on any
business day (Saturday, Sunday and public holidays excepted) from the date of this Notice up to and
including the date of the Annual General Meeting (or any adjournment thereof) and at the place of the
Annual General Meeting at least 15 minutes prior to and during the meeting.
Resolution 16 – Amendment to aggregate directors’ fees
Article 80 of the Company’s Articles of Association currently limits the payment of directors’ fees to
£600,000 in aggregate each year or any higher sum decided on by an ordinary resolution at a general
meeting. Resolution 16 is proposed as an ordinary resolution to allow the Company to pay aggregate fees
to directors up to a limit of £750,000 each year. Any further increase of this limit in future will be subject to
the approval of shareholders by ordinary resolution at a general meeting.
The proposed aggregate limit has been calculated to take into account the current number of directors of the
Company and the potential to appoint additional non-executive directors to the Board. Increasing the limit will
ensure that there is adequate headroom for future appointments to the Board, whether to fill vacancies or to
appoint additional directors, if those appointments would be in the best interest of the Company.
Resolution 17 – Authority to allot shares
The directors may only allot shares or grant rights over shares if authorised to do so by shareholders. The
authority granted at the last Annual General Meeting under section 551 of the Companies Act 2006 to allot
relevant securities is due to expire at the conclusion of this year’s Annual General Meeting. Accordingly, this
Resolution seeks to grant a new authority under section 551 of the Companies Act 2006 to authorise the
directors to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares
3
in the Company and will expire at the conclusion of the next Annual General Meeting of the company or
close of business on 10 August 2018, whichever is the earlier. If passed, sub-paragraph (a) of Resolution
17 would give the directors authority to allot shares or grant rights to subscribe for, or convert any security
into, shares in the Company up to an aggregate nominal value of £23,918,019 representing approximately
one third (33%) of the Company’s existing issued ordinary share capital and calculated as at 23 March
2017 (being the latest practicable date prior to publication of this Notice).
In accordance with the latest institutional guidelines issued by The Investment Association, sub-paragraph
(b) of Resolution 17, if passed, would give the directors authority to allot up to a maximum nominal amount
of £47,836,038 representing approximately two thirds (66%) of the Company’s existing issued ordinary
share capital and calculated as at 23 March 2017 (being the latest practicable date prior to publication of
this Notice) in connection with a pre-emptive offer by way of a rights issue to shareholders, as reduced by
the nominal amount of any shares allotted or rights granted pursuant to the authority set out in subparagraph (a) of Resolution 17.
The directors have no present intention of utilising these authorities. However, it is considered prudent to
maintain the flexibility that this authority provides. If they do exercise the authority, the directors intend to
follow the recommendations of The Investment Association concerning its use. The directors intend to
renew this authority annually.
As at 23 March 2017 (being the latest practical date prior to publication of this Notice), the Company did
not hold any shares in treasury.
Resolution 18 – Disapplication of Pre-Emption Rights
Resolution 18 will be proposed as a special resolution, which requires a 75% majority of the votes to be
cast in favour. Resolution 18 would give the directors the power to allot shares (or sell any shares which
the Company holds in treasury) for cash without first offering them to existing shareholders in proportion
to their existing shareholdings.
The power set out in Resolution 18 would be, similar to previous years, limited to: (a) allotments or sales
in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights
of those shares, or as the board otherwise considers necessary, or (b) otherwise up to an aggregate
nominal amount of £3,623,942 (representing 3,221,282 ordinary shares). This aggregate nominal amount
represents approximately 5% of the issued ordinary share capital of the Company as at 23 March 2017,
the latest practicable date prior to publication of this Notice.
In respect of the power under Resolution 18 (b), the directors confirm their intention to follow the provisions
of the Pre-Emption Group’s Statement of Principles regarding cumulative usage of authorities within a
rolling 3-year period where the Principles provide that usage in excess of 7.5% of the issued ordinary share
capital of the Company should not take place without prior consultation with shareholders.
The powers under Resolution 18 will expire at the earlier of 10 August 2018 and the conclusion of the
Annual General Meeting of the Company held in 2018.
Resolution 19 – Authority to make market purchases of Ordinary Shares
In certain circumstances it may be advantageous for the Company to purchase its own shares and
Resolution 19 seeks the authority from shareholders to continue to do so. Authority was given to the
Company to make market purchases up to 10% of the Company’s issued ordinary share capital at the last
Annual General Meeting of the Company held on 11 May 2016. This authority is due to expire at the end
of this year’s Annual General Meeting and it is proposed that the Company be authorised to continue to
make market purchases up to an aggregate of approximately 10% of the Company’s issued ordinary share
capital as further described below.
The directors will exercise this power only when, in the light of market conditions prevailing at the time, they
believe that the effect of such purchases will be to increase earnings per share and will be likely to promote
the success of the Company for the benefit of its members as a whole. Other investment opportunities,
appropriate gearing levels and the overall position of the Company will be taken into account when
exercising this authority.
Pursuant to the Companies Act 2006 and the authority conferred by this Resolution, the Company is
allowed to hold its own shares in treasury following a buy back instead of having to cancel them. This gives
the Company the ability to reissue treasury shares quickly and cost-effectively and provides the Company
with greater flexibility in the management of its capital base. Such shares may be resold for cash but all
4
rights attaching to them, including voting rights and any right to receive dividends are suspended while
they are held in treasury. If the Company exercises the authority conferred by Resolution 19, the Company
will have the option of either holding in treasury or of cancelling any of its share purchases pursuant to this
authority and will decide at the time of purchase which option to pursue.
The proposed authority would be limited to purchases of up to 6,442,564 ordinary shares (or, if the number
of ordinary shares have a nominal value other than 112.5 pence each, such number as has an aggregate
nominal value equal to £7,247,884) which is equal to approximately 10% of the Company’s issued ordinary
share capital as at 23 March 2017 (being the latest practicable date prior to publication of this Notice). The
Resolution specifies the maximum and minimum prices at which the Company’s shares may be bought.
If granted, the authority would expire on the conclusion of the next Annual General Meeting of the Company
or 10 August 2018 whichever is earlier. The directors intend to seek renewal of this power at subsequent
Annual General Meetings.
There are no options or warrants to subscribe for shares outstanding at 23 March 2017, being the latest
practicable date before the publication of this Notice.
As at 23 March 2017 (being the latest practical date prior to publication of this Notice), the Company did
not hold any shares in treasury.
Resolution 20 – Notice Period for General Meetings
Pursuant to the Companies (Shareholders’ Rights) Regulations 2009, the notice period for general
meetings of the Company is 21 days unless shareholders approve a shorter period, which cannot however
be less than 14 clear days. At the last Annual General Meeting of the Company held on 11 May 2016,
shareholders authorised the calling of general meetings other than an annual general meeting on not less
than 14 clear days’ notice. Resolution 20 seeks the approval of shareholders to renew the authority to be
able to call general meetings (other than annual general meetings) on 14 clear days’ notice. The flexibility
offered by Resolution 20 will only be used where, taking into account the circumstances, the directors
consider this appropriate in relation to the business of the meeting and in the interests of the Company
and shareholders as a whole. If given, the approval will be effective until the next Annual General Meeting
of the Company to be held in 2018, when it is intended that a similar resolution will be proposed.
Action to be taken
Shareholders will find enclosed with this document a Form of Proxy for use at the Annual General Meeting.
Whether or not you propose to attend the Annual General Meeting, please complete and return the Form
of Proxy to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, so
as to arrive no later than 10.00 a.m. on Monday, 8 May 2017. The completion and return of a Form of
Proxy will not prevent you from attending the Annual General Meeting and voting in person should you wish
to do so.
Recommendation
The directors consider that all the resolutions to be put to the meeting will promote the success of the
Company and are in the best interests of the Company and its shareholders as a whole and accordingly
recommend that you vote in favour of the resolutions set out in the Notice of Annual General Meeting as
they intend to do so in respect of their beneficial holdings.
Yours sincerely,
John Hastings-Bass
Chairman
Registered Office
21 Lombard Street
London
EC3V 9AH
Incorporated in England and Wales
Company Number 05673306
5
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of Novae Group plc will be held at 21 Lombard
Street, London EC3V 9AH on Wednesday 10 May 2017 at 10.00 a.m. to consider the following business
and any other business properly raised.
ORDINARY RESOLUTIONS
1.To receive the audited accounts for the financial period ended 31 December 2016, together with the
Directors’ Report, Auditor’s Report and the Strategic Report.
2.THAT the Directors’ Remuneration Policy, as set out on pages 58 to 63 of the Directors’ Remuneration
Report in the 2016 Annual Report and Accounts be approved.
3.THAT the Annual Statement by the Chairman of the Remuneration Committee and the Annual Report
on Directors’ Remuneration (other than the part setting out the Directors’ Remuneration Policy) for the
financial period ended 31 December 2016, set out on pages 56 to 57 and 64 to 72 of the 2016 Annual
Report and Accounts be approved.
4.To declare a final dividend of 7.5 pence per ordinary share in respect of the year ended 31 December
2016, payable on 19 May 2017 to shareholders on the Register of Members at close of business on
21 April 2017.
5. To elect R Patel as a director of Novae Group plc.
6. To elect SP Burns as a director of Novae Group plc.
7. To re-elect LP Adams as a director of Novae Group plc.
8. To re-elect LJ Dowley as a director of Novae Group plc.
9. To re-elect MK Fosh as a director of Novae Group plc.
10. To re-elect JP Hastings-Bass as a director of Novae Group plc.
11. To re-elect MC Phibbs as a director of Novae Group plc.
12. To re-elect DA Torrance as a director of Novae Group plc.
13.To re-appoint PricewaterhouseCoopers LLP as auditors of the Company to hold office until the
conclusion of the next general meeting at which accounts are laid before the Company.
14. To authorise the Audit Committee to determine the auditors’ remuneration.
15.THAT the Rules of the 2017 LTIP, the main terms of which are summarised in Appendix 1 to this
Notice, be approved and adopted for ten years from the date of approval by shareholders and the
directors be authorised to:
(a)do all acts and things necessary to carry the same into effect, including the making of any
changes to the Rules as may be necessary to give effect to the 2017 LTIP; and
(b)
establish further plans based on the 2017 LTIP but modified to take account of local tax,
exchange control or securities laws in overseas territories, provided that any shares made
available under such further plans are treated as counting against any limits on individual or overall
participation in the 2017 LTIP.
16.THAT the limit on the amount of aggregate fees payable to directors set out in Article 80 of the
Company’s Articles of Association, be increased from £600,000 to £750,000 per annum.
17.THAT in substitution for all subsisting authorities to the extent unused, the directors be and are hereby
generally and unconditionally authorised for the purpose of section 551 of the Companies Act 2006
to exercise all the powers of the Company to allot shares in the Company and to grant rights to
subscribe for, or convert any security into, shares in the Company:
(a)up to a nominal amount of £23,918,019 (such amount to be reduced by the nominal amount
allotted under sub-paragraph (b) below in excess of such sum); and
(b)comprising equity securities (as defined in section 560 of the Companies Act 2006) up to a
nominal amount of £47,836,038 (such amount to be reduced by any shares allotted or rights
granted under sub-paragraph (a) above) in connection with an offer by way of a rights issue:
6
(i)to ordinary shareholders in proportion (as nearly as may be practicable) to their existing
holdings; and
(ii)to holders of other equity securities as required by the rights of those equity securities or as
the directors consider necessary,
nd so that the directors may impose any limits or restrictions and make any arrangements which
a
they consider necessary or appropriate to deal with treasury shares, fractional entitlements,
record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any
other matter.
The authorities conferred on the directors under paragraphs (a) and (b) shall expire at the conclusion
of the next Annual General Meeting of the Company after the passing of this resolution or close of
business on 10 August 2018, whichever is the earlier, save that the Company may before such expiry
make any offer or agreement which would or might require equity securities to be allotted after such
expiry and the directors may allot equity securities in pursuance of any such offer or agreement as if
the authority conferred hereby had not expired.
SPECIAL RESOLUTIONS
18.THAT if Resolution 17 is passed, the Board be authorised to allot equity securities (as defined in the
Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary
shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006
did not apply to any such allotment or sale, such authority to be limited:
(a)to the allotment of equity securities and sale of treasury shares in connection with an offer of, or
invitation to apply for, equity securities (but in the case of the authority granted under paragraph
(b) of Resolution 17, by way of rights issue only):
(i)to ordinary shareholders in proportion (as nearly as may be practicable) to their existing
holdings; and
(ii)to holders of other equity securities, as required by the rights of those securities, or as the
Board otherwise considers necessary,
and so that the board may impose any limits or restrictions and make any arrangements which it
considers necessary or appropriate to deal with treasury shares, fractional entitlements, record
dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other
matter; and
(b)in the case of the authority granted under paragraph (a) of Resolution 17 and/or in the case of
any sale of treasury shares, to the allotment of equity securities or sale of treasury shares
(otherwise than under paragraph (a) above) up to a nominal amount of £3,623,942,
such authority to apply until the end of next year’s Annual General Meeting (or, if earlier, until the close
of business on 10 August 2018) but, in each case, during this period the Company may make offers,
and enter into agreements, which would, or might require equity securities to be allotted (and treasury
shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury
shares) under any such offer or agreement as if the authority had not expired.
19.THAT in accordance with the Companies Act 2006 the Company be and is hereby generally and
unconditionally authorised for the purposes of section 701 of the Companies Act 2006 to make
market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary
shares of 112.5 pence each in the capital of the Company in such manner and on such terms as the
directors may from time to time determine provided that:
(a)the maximum aggregate number of ordinary shares which may be purchased is 6,442,564
(representing approximately 10% of the Company’s issued share capital) or, if the ordinary shares
have a nominal value other than 112.5 pence each, such number as has an aggregate nominal
value equal to £7,247,884;
(b)the minimum price which may be paid for each ordinary share is its nominal value of 112.5 pence
(exclusive of expenses and appropriate taxes) or if each ordinary share has a nominal value other
than 112.5 pence each, that nominal value;
7
(c)the maximum price, exclusive of expenses, which may be paid for each ordinary share is the
highest of (i) an amount equal to 105% of the average of the middle market quotations, or the
market values, for an ordinary share as derived from the London Stock Exchange Daily Official
List for the five business days immediately preceding the day on which the ordinary share is
purchased and (ii) an amount equal to the higher of the price of the last independent trade and
the highest current independent purchase bid on the trading venues where the purchase is
carried out; and
(d)the authority hereby conferred shall, unless previously revoked or varied, expire at the conclusion
of the next Annual General Meeting of the Company after the passing of this Resolution or
10 August 2018, whichever is the earlier, save in relation to purchases of ordinary shares the
contract for which was concluded before the expiry of this authority and which will or may be
executed wholly or partly after such expiry, where the Company may make a purchase of ordinary
shares in pursuance of any such contract.
All previous unutilised authorities for the Company to make market purchases of ordinary shares are
revoked, except in relation to the purchase of shares under a contract or contracts concluded before
the date of this Resolution and where such purchase has not yet been executed.
20.THAT a general meeting of the Company, other than an annual general meeting, may be called on not
less than 14 clear days’ notice.
By order of the Board
A Moon
Company Secretary
23 March 2017
Registered Office:
21 Lombard Street
London EC3V 9AH
8
Notes
1.Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and to
speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy
in relation to the Annual General Meeting provided that each proxy is appointed to exercise the
rights attached to a different share or shares held by that shareholder. A proxy need not be a
shareholder of the Company but must attend the meeting for the shareholder’s vote to be
counted. A Form of Proxy which may be used to make such appointment and give proxy
instructions accompanies this Notice. If you do not have a Form of Proxy and believe that you
should have one, or if you require additional forms, please contact the Registrar’s helpline on
0370 707 1327.
2.To be valid any Form of Proxy must be received at the Registrar’s office, Computershare Investor
Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY no later than 10.00 a.m. on
Monday, 8 May 2017 (or, in the event of any adjournment of the Annual General Meeting,
48 hours prior to the scheduled start time of the adjourned meeting excluding any part of a day
which is a non-working day).
To complete and lodge a Form of Proxy, a shareholder can either:
(a) complete the enclosed Form of Proxy and return it in the reply paid envelope; or
(b)log onto the Registrar’s website www.investorcentre.co.uk/eproxy, enter the Control Number,
the unique Shareholder Reference Number “SRN” and Shareholder Personal Identification
Number “PIN” (all of which are provided on the enclosed Form of Proxy) and follow the
on-line instructions; or
(c) if a member of CREST, use the CREST electronic proxy appointment service, full details of
which may be found on the Form of Proxy.
3.The return of a completed Form of Proxy, other such instrument or any CREST Proxy Instruction
(as described in paragraph 11 below) will not prevent a shareholder attending the Annual General
Meeting and voting in person if he/she wishes to do so.
4.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, under an agreement
between him/her and the shareholder by whom he/she was nominated, have a right to be
appointed (or to have someone else appointed) by the shareholder as a proxy for the Annual
General Meeting. If a Nominated Person has no such proxy appointment right or does not wish
to exercise it, he/she may, under any such agreement, have a right to give instructions to the
shareholder as to the exercise of voting rights.
5.The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs
1 and 2 above does not apply to Nominated Persons. The rights described in these paragraphs
can only be exercised by shareholders of the Company. Nominated Persons are reminded that
they should contact the registered holder of their shares (and not the Company) on matters
relating to their investments in the Company.
6.In the case of joint holders, where more than one of the joint holders purports to appoint a proxy,
only the appointment submitted by the most senior holder will be accepted. Seniority is
determined by the order in which the names of the joint holders appear in the Company’s Register
of Members in respect of the joint holding (the first named being the most senior).
7.If two or more valid but differing Forms of Proxy are received in respect of the same share for use
at the same meeting, the one which is last received (regardless of its date or the date of its
signature) shall be treated as replacing and revoking the others as regards that share; if the
Company is unable to determine which was last received, none of them shall be treated as valid
in respect of that share.
8.To be entitled to attend and vote at the Annual General Meeting (and for the purpose of the
determination by the Company of the votes they may cast), shareholders must be registered in the
Register of Members of the Company at 6.00 p.m. on Monday, 8 May 2017 (or, in the event of any
adjournment, 6.00 p.m. on that date which is two days before the time of the adjourned meeting
excluding any non-working days). Changes to the Register of Members after the relevant deadline
shall be disregarded in determining the rights of any person to attend and vote at the meeting.
9
9.As at 23 March 2017 (being the last practicable date prior to the publication of this Notice) the
Company’s issued share capital consists of 64,425,640 ordinary shares, carrying one vote each.
Therefore, the total voting rights in the Company as at 23 March 2017 are 64,425,640.
10.CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy
appointment service may do so by using the procedures described in the CREST Manual. CREST
personal members or other CREST sponsored members, and those CREST members who have
appointed a 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.
11.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 & Ireland Limited’s specifications, and must contain the information
required for such instruction, as described in the CREST Manual (available at www.euroclear.com/
CREST). The message, regardless of whether it constitutes the appointment of a proxy or is 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 the issuer’s agent (ID 3RA50) not later than the latest time for
receipt of proxy appointments specified in note 2 above. 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
Application Host) from which the issuer’s agent is able to retrieve the message by enquiry to
CREST in the manner prescribed by CREST. After this time any change of instructions to proxies
appointed through CREST should be communicated to the appointee through other means.
12.CREST members and, where applicable, their CREST sponsors, or voting service providers
should note that Euroclear UK & Ireland Limited does not make available special procedures in
CREST for any particular message. 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, 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 system providers are referred,
in particular, to those sections of the CREST Manual concerning practical limitations of the
CREST system and timings.
13.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.
14.Any corporation which is a shareholder can appoint one or more corporate representatives who
may exercise on its behalf all of its powers as a shareholder provided they do not do so in relation
to the same shares.
15.Shareholders should note that it is possible that, pursuant to requests made by shareholders of
the Company under section 527 of the Companies Act 2006, the Company may be required 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 Annual General Meeting; 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. The Company may not require the
shareholders 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 Annual General Meeting includes
any statement that the Company has been required under section 527 of the Companies Act
2006 to publish on a website.
16.Any shareholder attending the meeting has the right to ask questions. The Company must cause
to be answered any such question relating to the business being dealt with at the meeting but no
such answer need be given if (a) to do so would interfere unduly with the preparation for the
meeting or involve the disclosure of confidential information, (b) the answer has already been
given on a website in the form of an answer to a question, or (c) it is undesirable in the interests
of the Company or the good order of the meeting that the question be answered.
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17.In order to be able to exercise the shareholders’ right to require the Company to publish audit
concerns (as described in paragraph 15 above), the relevant request must be made by:
(a)a shareholder or shareholders having a right to vote at the Annual General Meeting and
holding at least 5% of total voting rights of the Company; or
(b)at least 100 shareholders have a right to vote at the Annual General Meeting and holding, on
average, at least £100 of paid up share capital.
18.Any electronic address provided either in this Notice or in any related documents (including the
Form of Proxy) may not be used to communicate with the Company for any purposes other than
those expressly stated.
19.A copy of this Notice, and other information required by section 311A of the Companies Act
2006, can be found on the Company’s website (www.novae.com).
20.Copies of the following documents will be available for inspection at the registered office of the
Company during working hours on any business day (Saturday, Sunday and public holidays
excepted) from the date of this Notice up to and including the date of the Annual General Meeting
(or any adjournment thereof) and at the place of the Annual General Meeting at least 15 minutes
prior to and during the meeting:
•
letters of appointment of the non-executive directors;
•
copies of the executive directors’ service contracts; and
•
copy of the draft Rules of the Novae Group plc 2017 Long Term Incentive Plan.
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APPENDIX 1
Summary of the Novae Group plc 2017 Long Term Incentive Plan (the LTIP or Plan)
Overview
The Board is recommending to shareholders a new Long Term Incentive Plan to replace the LTIP 2007 as
the main performance linked share incentive plan for executive directors.
Eligibility
Any employee (including any executive director) of Novae Group plc (the Company) or any of its subsidiaries
will be eligible to participate in the LTIP at the discretion of the Remuneration Committee (the Committee).
It is expected that only executive directors will participate in the Plan.
Administration
The Board of the Company intends to delegate its powers under the LTIP to the Committee which will
supervise the operation of the Plan and, in particular, make all significant decisions in relation to awards
granted under the Plan.
Form of awards
Awards under the Plan will be in the form of a conditional right or nil-cost option to acquire ordinary shares
in the Company at no cost to the participant.
Grant of awards
Awards may be granted within a period of six weeks commencing on any of the following:
–the date of approval of the LTIP by the Company in general meeting;
–the day on which the Company makes an announcement of its results for any full or half year period;
–the day on which the Company releases any quarterly trading update; or
–any day on which the Committee resolves that exceptional circumstances exist that justify the
grant of awards.
No awards may be granted under the LTIP more than ten years after its approval by shareholders.
Performance conditions
The vesting of all awards granted under the LTIP will be dependent upon the satisfaction of performance
conditions selected by the Committee which will determine the extent to which awards vest at the end of
the vesting period. The Committee can set different performance conditions for awards granted in different
years (in terms of type of condition, the weighting given to that condition and the targets applicable to each
condition). The period over which performance conditions will be measured shall not be less than three
years and will normally start on the first day of the financial year in which the award is made.
Awards granted in 2017 shall be subject to two performance conditions based 50% on relative TSR and
50% on NAV growth as set out in the Directors’ Remuneration Report.
Individual limits
Awards will not be granted to a participant if such a grant would cause the total market value of the
maximum number of shares that may be acquired on vesting, when aggregated with the total market value
of the maximum number of shares that may be acquired pursuant to any other awards granted under the
LTIP in relation to the same financial year to exceed 200% (or 300% in exceptional circumstances to be
determined at the Committee’s sole discretion) of the participant’s basic salary as at the date of grant.
Overall limits
In any ten year period not more than:
(a)10 per cent of the issued ordinary share capital of the Company may be issued or issuable under the
LTIP and any other employees share schemes operated by the Company; or
(b)5 per cent of the issued ordinary share capital of the Company may be issued or issuable under the
LTIP and any other discretionary employee share scheme operated by the Company.
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The transfer of treasury shares shall also count towards the percentage limits set out above for so long as
institutional shareholder guidelines recommend this. In determining the above limits, no account shall be
taken of any shares attributable to an award which was released, lapsed or otherwise became incapable
of realisation.
Cessation of employment
Normally, if a participant ceases to be an officer or employee of the Company, his/her award shall lapse on
the date on which the participant ceases to hold that office or employment.
Where a participant ceases to be employed by the Company by reason of:
(a)death;
(b)disability;
(c)his office or employment being with either a company which ceases to be a member of the Group or
relating to a business or part of a business which is transferred to a person who is not a member of
the Group; or
(d)any other circumstances, if the Committee, in its discretion declares him to be a Good Leaver
within the first 36 months of the performance period, outstanding awards will vest on the normal vesting date
(i.e. after five years in respect of awards granted in 2017) subject to performance, and are pro-rated for time
with reference to the proportion of the three-year period following the start of the performance period
remaining at termination. The Committee has discretion to accelerate vesting and to dis-apply time pro-rating.
Where a participant ceases to be employed by the Company for any reason (other than in circumstances
where the employer is entitled to terminate summarily without obligation to pay compensation to the
participant) where the termination date occurs after the first 36 months of the performance period, the
award shall continue and will vest at the end of the vesting period subject to the achievement of
performance conditions.
Reduction for malus and clawback
Novae’s Withholding and Recovery Policy applies over the vesting period in exceptional circumstances,
including but not limited to misstatement, misconduct and error. On the occurrence of such event the
Committee may reduce the number of shares to which an award relates and/or impose further conditions
on an award.
Vesting period
Awards shall vest following the date of the fifth anniversary of the date of grant, or such earlier date as the
Committee in its discretion may select, but no earlier than the date of the announcement of the Company’s
full year results for the fifth year of a performance period. The Committee shall issue or procure the transfer
of shares to be allotted or transferred pursuant to the realisation of an award within 30 days following the
vesting date of the award.
Rights attaching to shares
Shares allotted or transferred under the LTIP will rank equally with all other ordinary shares of the Company
for the time being in issue.
Dividend Equivalents
The Committee, at its discretion may provide additional shares or a cash payment to participants within 30
days of the vesting date equal to the dividends that would have been paid on vested shares.
Corporate events
If a change of control event takes place in the first three years of the performance period, outstanding
awards will vest immediately subject to performance, and will be pro-rated for time with reference to the
proportion of the three year time period following the start of the performance period remaining at change
of control. The Committee has discretion to dis-apply time pro-rating.
If change of control takes place after the expiry of three years, outstanding awards vest immediately
subject to performance, with no time pro-rating applied. The Committee has discretion to dis-apply
performance conditions.
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If a court shall direct that a meeting of the holders of shares be convened pursuant to sections 895 to 900
of the Companies Act 2006 for the purposes of considering a scheme of arrangement, awards will vest
conditionally on the scheme of arrangement being either approved by the shareholders’ meeting or
sanctioned by the court.
In the event that the Company is affected by any demerger, dividend in specie, super-dividend or other
transaction, which in the opinion of the Committee, would affect the current or future value of any awards,
the Committee, acting fairly, reasonably, and objectively, may in its discretion allow some or all awards to
be realised.
If notice is given of a resolution for a voluntary winding-up of the Company then the Committee, acting
fairly, reasonably and objectively, may in its discretion allow for some or all awards to be realised.
When an award becomes realisable prior to the expiry of the performance period under the above
circumstances, the number of shares to be realised shall be determined by the Committee by reference to
the extent to which the performance conditions are met as at the date of the relevant event, subject to
modification if the Committee considers that the performance conditions would have been met to a greater
or lesser extent at the end of the original performance period.
Variation of capital
In the event of a capital reorganisation, the Committee may adjust the number of shares subject to awards
(including vested shares which have been realised but not yet transferred to participants) to such extent
and in such manner as it thinks fit.
Amendments
The Committee may, at any time, amend the provisions of the LTIP in any way it thinks fit provided that:
(a)the Committee shall not make any amendments that would materially prejudice the interests of
existing participants except without prior consent of participants holding at least 75% of the
outstanding shares; and
(b)no amendment which in the reasonable opinion of the Committee is to the advantage of participants
may be made without the prior approval of the Company in general meeting except in the case of
minor amendments to benefit the administration of the LTIP, to take account of a change in legislation
or to obtain or maintain favourable tax exchange control or regulatory treatment for participants or any
member of the Group.
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RFI68317
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