THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice
immediately from, if you are in the United Kingdom, your stockbroker, bank manager, solicitor, accountant, fund manager
or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 or,
if you are not in the United Kingdom, an appropriately authorised independent financial adviser.
If you sell or have sold or otherwise transferred all your ordinary shares in Ladbrokes Coral Group plc, please pass
this document to the purchaser or transferee or to the person through whom the sale or transfer was effected for
transmission to the purchaser or transferee.
29 March 2017
Dear Shareholder
2017 Annual General Meeting
This year’s Annual General Meeting for Ladbrokes Coral Group plc (the ‘Company’) will be held at Etc.venues St Paul’s, 200 Aldersgate,
London EC1A 4HD on 4 May 2017 at 11.00am.
The notice convening the meeting is set out on pages 2 to 6. An explanation of the business to be considered at the meeting is set out on
pages 7 to 9 and information on the directors standing for appointment or re-appointment is contained on pages 10 and 11.
Since the last Annual General Meeting, Sly Bailey and David Martin retired from the Board on 21 September 2016 having served on the Board
since October 2009 and October 2013 respectively. Mark Clare was appointed as Senior Independent Director and Stevie Spring was appointed
as Independent Non-Executive Director on 21 September 2016 and Annemarie Durbin was appointed as Independent Non-Executive Director
on 24 January 2017. I would like to extend my thanks to Sly and David for their contribution to the Company.
Following the successful completion of the merger of Ladbrokes plc and Gala Coral Group to form Ladbrokes Coral Group plc on 1 November
2016, Carl Leaver was appointed as Executive Deputy Chairman having previously been Group Chief Executive of Gala Coral Group; Paul Bowtell
was appointed as Chief Financial Officer having previously been Chief Financial Officer of Gala Coral Group; and Rob Templeman was appointed as
Non-Executive Director having previously been Chairman of the Board of Gala Coral Group.
As previously announced, Christine Hodgson will not be seeking re-appointment at the Annual General Meeting and will step down from the
Board at the conclusion of the meeting.
The Board recommends that shareholders vote in favour of all the resolutions being proposed at the Annual General Meeting, each of which they
consider to be in the best interests of shareholders as a whole. The directors intend to vote their own shares in favour of each resolution.
To allow the voting preferences of all shareholders to be taken into account, voting on the various resolutions will be on a poll. If you cannot
attend the meeting, you can appoint a proxy in accordance with the relevant instructions, so as to be received as soon as possible and by no later
than 11.00am on Tuesday 2 May 2017. Further information on the various ways you can appoint a proxy is given in notes 3 and 4 to the Notice
of Annual General Meeting on page 4. The appointment of a proxy will not preclude you from attending and voting at the meeting.
I look forward to seeing you at the first Annual General Meeting of the Company as Ladbrokes Coral Group plc.
Yours sincerely
John M Kelly
Chairman
Registered Office: 5th Floor, The Zig Zag Building, 70 Victoria Street, London SW1E 6SQ
Telephone +44 (0)20 8429 7777 www.ladbrokescoralplc.com
Registered in England and Wales, Number 566221
Ladbrokes Coral Group plc Notice of Annual General Meeting 2017
1
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of
Ladbrokes Coral Group plc will be held at Etc.venues St Paul’s,
200 Aldersgate, London EC1A 4HD on 4 May 2017 at 11.00am.
Shareholders will be asked to consider and, if thought fit, to pass
the resolutions below. All resolutions will be proposed as ordinary
resolutions, except resolutions 20 to 23, which will be proposed as
special resolutions.
1. THAT the reports of the directors and auditor and the accounts of
the Company for the year ended 31 December 2016 be and are
hereby received and adopted.
2. THAT the directors’ remuneration report set out on pages 78
to 86 of the Annual Report and Accounts 2016 be and is
hereby approved.
3. THAT the directors’ remuneration policy set out on pages 66 to
77 of the Annual Report and Accounts 2016 be and is
hereby approved.
4. THAT a final dividend of 2.0 pence on each of the ordinary shares
entitled thereto in respect of the year ended 31 December 2016
be and is hereby declared.
5. THAT Paul Bowtell be and is hereby appointed as a director
of the Company.
6. THAT Mark Clare be and is hereby appointed as a director
of the Company.
7. THAT Annemarie Durbin be and is hereby appointed as a director
of the Company.
8. THAT Carl Leaver be and is hereby appointed as a director
of the Company.
9. THAT Stevie Spring be and is hereby appointed as a director
of the Company.
10. THAT Rob Templeman be and is hereby appointed as a director
of the Company.
11. THAT John Kelly be and is hereby re-appointed as a director
of the Company.
12. THAT Jim Mullen be and is hereby re-appointed as a director
of the Company.
13. THAT Mark Pain be and is hereby re-appointed as a director
of the Company.
14. THAT PricewaterhouseCoopers LLP be and is hereby re-appointed
as auditor of the Company.
15. THAT the directors be and are hereby authorised to agree the
remuneration of the auditor.
16. THAT for the purposes of section 366 of the Companies Act 2006
(the ‘Act’) (authorisations required for donations or expenditure),
the Company and all companies that are subsidiaries of the
Company at any time during the period for which this resolution
has effect, be and are hereby authorised to:
(a)make political donations to political parties or independent
election candidates not exceeding £50,000 in total;
(b)make political donations to political organisations other than
political parties not exceeding £50,000 in total; and
(c) incur political expenditure not exceeding £50,000 in total,
provided that the aggregate amount of any such donations and
expenditure shall not exceed £50,000 during the period beginning
with the date of the passing of this resolution and ending on the
date of the Annual General Meeting of the Company to be held in
2018 or, if earlier, on 30 June 2018.
2
For the purpose of this resolution, the terms ‘political donations’,
‘independent election candidates’, ‘political organisations’ and
‘political expenditure’ have the meanings set out in sections 363
to 365 of the Act.
17. THAT amendments to the Ladbrokes Coral Group plc Performance
Share Plan to extend the date on which authority to grant awards
over ordinary shares in the Company expires from 17 May 2017
to 17 May 2027 be hereby approved and adopted and the Board
be hereby authorised to do all acts and things which it considers
necessary or desirable to carry the same into effect.
18.THAT:
(a) the Board be hereby authorised to establish, from time to time,
such share-based incentive plans or schedules as it considers
necessary or desirable in order to offer participation in the
Ladbrokes Coral Group plc 1983 Savings Related Share Option
Scheme (the ‘SAYE Plan’) and/or the Ladbrokes Coral Group plc
Share Incentive Plan (the ‘OWN Plan’) to Group employees
situated in certain overseas jurisdictions with any such plans
and/or schedules being based on the SAYE Plan or the OWN
Plan (as relevant) but as modified to take account of local tax,
laws and/or regulations in the relevant overseas jurisdictions;
(b)any such plans/schedules be hereby approved and adopted;
and
(c) the Board be hereby authorised to do all acts and things
which it considers necessary or desirable to carry the same
into effect.
19. THAT, in substitution for all previous authorities to allot shares in
the Company and to grant rights to subscribe for, or to convert
any security into, shares in the Company conferred upon the
directors (save to the extent relied upon prior to the passing of
this resolution), the directors be and are hereby generally and
unconditionally authorised (including being authorised to
delegate such authority as the directors see fit):
(a)for the purposes of section 551 of the Companies Act 2006
(the ‘Act’) to allot shares in the Company and to grant rights
to subscribe for, or to convert any security into, shares
in the Company up to an aggregate nominal amount
of £180,821,500; and
(b)to exercise all the powers of the Company to allot equity
securities (within the meaning in section 560 of the Act), and
to sell equity securities which immediately before the sale are
held by the Company as treasury shares in connection with a
rights issue (being for the purposes of this resolution a rights
issue in favour of (i) holders of ordinary shares (not being
treasury shares) where the equity securities respectively
attributable to the interests of all holders of ordinary shares (not
being treasury shares) are proportionate (or as nearly as may
be) to the respective numbers of ordinary shares (not being
treasury shares) held by them; and (ii) holders of securities,
bonds, debentures or warrants which, in accordance with the
rights attaching thereto, are entitled to participate in such a
rights issue, but in either case subject to such exclusions or other
arrangements as the directors may deem fit to deal with
fractional entitlements or problems which may arise in any
overseas territory or under the requirements of any regulatory
body or any stock exchange or otherwise howsoever)
up to an aggregate nominal amount of £180,821,500,
ladbrokescoralplc.com
provided that this authorisation shall expire at the conclusion of
the Annual General Meeting of the Company to be held in 2018,
or, if earlier, on 30 June 2018, save that the Company may before
this authorisation expires make an offer or agreement which
would or might require shares to be allotted or sold, or rights to
subscribe for, or to convert any security into, shares in the
Company to be granted, after this authorisation expires and the
directors may allot equity securities or grant any such rights under
any such offer or agreement as if the authority had not expired.
20. THAT, conditional upon resolution 19 being passed, the directors
be and are hereby empowered to allot equity securities (within
the meaning in section 560 of the Companies Act 2006 (the
‘Act’)) for cash pursuant to the authority conferred by resolution
19 and to sell equity securities which immediately before the sale
are held by the Company as treasury shares for cash in each case
as if section 561(1) of the Act (existing shareholders’ right of
pre-emption) did not apply to such allotment or sale, provided
that this power shall be limited to or in the case of any sale of
treasury shares for cash:
(a)the allotment of equity securities or sale of treasury shares
for cash in connection with an offer or issue by way of rights
or other pre-emptive offer or issue up to an aggregate
nominal amount of £27,123,225; and
(b)the allotment of equity securities or sale of treasury shares
for cash 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 19, by way of a rights issue
only) to: (i) holders of ordinary shares (not being treasury
shares) where the equity securities respectively attributable
to the interests of all holders of ordinary shares (not being
treasury shares) are proportionate (or as nearly as may be
practicable) to the respective numbers of ordinary shares (not
being treasury shares) held by them; and (ii) holders of
securities, bonds, debentures or warrants which, in
accordance with the rights attaching thereto, are entitled to
participate in such a rights issue or other issue, but in either
case subject to such exclusions or other arrangements as the
directors may deem fit to deal with fractional entitlements or
problems which may arise in any overseas territory or under
the requirements of any regulatory body or any stock
exchange or otherwise howsoever,
and that this power shall expire at the conclusion of the Annual
General Meeting of the Company to be held in 2018, or, if earlier, on
30 June 2018, save that the Company may before this power
expires make any offer or agreement which would or might require
equity securities of the Company to be allotted (and treasury
shares to be sold) after the power expires and the directors may
allot equity securities (and sell treasury shares) under any such offer
or agreement as if the authority had not expired.
21. THAT, conditional upon resolution 19 being passed, the directors be
and are hereby empowered, in addition to any authority granted
under Resolution 20, to allot equity securities (within the meaning in
section 560 of the Companies Act 2006 (the ‘Act’)) for cash pursuant
to the authority conferred by resolution 19 and to sell equity
securities which immediately before the sale are held by the
Company as treasury shares for cash in each case as if section
Ladbrokes Coral Group plc Notice of Annual General Meeting 2017
561(1) of the Act (existing shareholders’ right of pre-emption) did
not apply to such allotment or sale provided that this power shall be:
(a) limited to the allotment of equity securities or sale of treasury
shares up to an aggregate nominal amount of £27,123,225; and
(b) used solely for the purposes of financing (or refinancing, if the
authority is to be used within six months after the original
transaction), a transaction which the directors determine to
be an acquisition or other capital investment of a kind
contemplated by the Statement of Principles on Disapplying
Pre-Emption Rights most recently published by the PreEmption Group prior to the date of this Notice,
and that this power shall expire at the conclusion of the Annual
General Meeting of the Company to be held in 2018, or, if earlier,
on 30 June 2018, save that the Company may before this power
expires make any offer or agreement which would or might require
equity securities of the Company to be allotted (and treasury
shares to be sold) after the power expires and the directors may
allot equity securities (and sell treasury shares) under any such offer
or agreement as if the authority had not expired.
22. THAT the Company be and is hereby generally and
unconditionally authorised to make market purchases (within the
meaning of section 693(4) of the Companies Act 2006) of
ordinary shares of 281/3p each of the Company provided that:
(a) the maximum number of ordinary shares hereby authorised
to be purchased shall be 191,458,081;
(b) the minimum price (excluding expenses) which may be paid
for an ordinary share shall be 281/3p;
(c) the maximum price (excluding expenses) which may be paid
for an ordinary share shall be the higher of: (i) an amount
equal to 105% of the average market value of an ordinary
share for the five business days immediately preceding the
day the ordinary share is purchased; and (ii) the higher of the
price of the last independent trade and the highest current
independent bid on the trading venue where the purchase is
carried out at the relevant time;
(d) the authority hereby conferred shall expire at the conclusion
of the Annual General Meeting of the Company to be held in
2018 or, if earlier, on 30 June 2018, unless such authority is
renewed prior to such time; and
(e) the Company may enter into contracts to purchase ordinary
shares under the authority hereby conferred prior to the
expiry of such authority, which contracts will or may be
executed wholly or partly after the expiry of such authority,
and may make purchases of ordinary shares pursuant to any
such contracts as if the authority had not expired.
23. 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.
Geoff Mason
Company Secretary
29 March 2017
3
Notes
Attending the meeting and appointment of proxies
(1) A shareholder entitled to attend and vote at the meeting may
attend in person or appoint another person as their proxy to
exercise all or any of their rights to attend, speak and, both on a
show of hands and on a poll, to vote instead of them or it at the
meeting and demand, or join in demanding, a poll. A shareholder
may appoint more than one proxy in relation to the meeting
provided that each proxy is appointed to exercise the rights
attached to a different share held by the appointing shareholder.
The proxy appointed by a shareholder need not also be a
shareholder and the appointment of a proxy does not preclude a
shareholder from attending and voting in person at the meeting
in respect of which the proxy is appointed or at any adjournment
thereof. Shareholders, their proxies and other persons wishing to
attend the meeting will be asked to identify themselves and
register on arrival at the place where the meeting is to be held
and to submit to such searches or other security arrangements
or restrictions as the directors shall consider appropriate in the
circumstances; those intending to attend the meeting are asked
to arrive at a time which allows for these procedures to be
complied with. Each shareholder attending the meeting is
requested to bring the personalised attendance card attached
to the proxy form or print the attendance slip available at
www.investorcentre.co.uk/eproxy.
(2) In the case of joint shareholders, the vote of the first named in
the register of members of the Company who tenders a vote,
whether in person or by proxy, shall be accepted to the exclusion
of the votes of other joint holders.
(3) To be valid, a proxy form and the original (or a certified true copy)
of any power of attorney or other authority under which the
proxy form is signed must be deposited at the office of the
Registrar at Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol BS99 6ZY, no later than 11.00am on
Tuesday 2 May 2017 (or, in the event of an adjournment, the
time which is 48 hours before the adjourned meeting).
(4) Alternatively, shareholders may also complete the proxy form
online at www.investorcentre.co.uk/eproxy by following the
instructions on the proxy form or, if you have registered for the
electronic shareholders’ communications service, on the email
sent to you by the Company.
(5) The right to vote at the meeting (or any adjourned meeting) is
determined by reference to the register of members. In
accordance with Regulation 41 of the Uncertificated Securities
Regulations 2001, only shareholders included in the register of
members of the Company at the close of business on Tuesday
2 May 2017 (or, in the event of an adjournment, the close of
business on the date which is 48 hours before the time of the
adjourned meeting, excluding non-working days) are entitled to
attend or vote at the meeting in respect of the shares registered
in their names at that time. Changes to entries on the register
after the relevant deadline shall be disregarded in determining the
rights of any person to attend or vote at the meeting (or
adjourned meeting).
4
CREST members
(6) CREST members who wish to appoint a proxy or proxies through
the CREST electronic proxy appointment service may do so for
the meeting and any adjournment(s) of it by using the
procedures described in the CREST Manual. CREST personal
members, sponsored CREST members and 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 for them.
(7) To complete a valid proxy appointment or instructions using the
CREST service, the CREST message (a ‘CREST Proxy Instruction’)
must be properly authenticated in accordance with Euroclear
UK & Ireland Limited’s specification and must contain the
information required for such instructions, as described in the
CREST Manual. The message, regardless of whether it constitutes
the appointment of a proxy or an amendment to the instruction
given to a previously appointed proxy must, in order to be valid,
be transmitted and received by the Registrar 48 hours before
the time fixed for the meeting (or any adjournment thereof).
The time of receipt of the instruction will be the time (as
determined by the timestamp 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 proxy another way.
(8) CREST members and, where applicable, their CREST sponsors or
voting service provider(s), should note that Euroclear UK & Ireland
Limited does not make available special procedures in CREST for
any particular messages. Normal system timings and limitations
will apply 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 ensure
that their CREST sponsor or voting service provider(s) take(s)) the
necessary action to ensure that the message is transmitted by
means of the CREST system by a particular time. CREST members
and, where applicable, their CREST sponsors or voting service
provider(s) should refer to the sections of the CREST Manual
concerning practical limitations of the CREST system and timings.
(9) The Company may treat a CREST Proxy Instruction as invalid as
set out in Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.
ladbrokescoralplc.com
Corporate representatives
(10)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
(11)The above statement as to proxy rights does not apply to a
person who receives this Notice of Annual General Meeting as a
person nominated to enjoy ‘information rights’ under section 146
of the Companies Act 2006 (the ‘Act’). If you have been sent this
Notice of Annual General Meeting because you are such a
nominated person, the following statements apply: (a) you may
have a right under an agreement between you and the
shareholder of the Company by whom you were nominated to be
appointed or to have someone else appointed as a proxy for this
general meeting; and (b) if you have no such right or do not wish
to exercise it, you may have a right under such an agreement
to give instructions to that shareholder as to the exercise of
voting rights.
(12)If you have been nominated to receive general shareholder
communications directly from the Company, it is important to
remember that your main contact in terms of your investment
remains the registered shareholder or custodian or broker who
administers the investment on your behalf. Therefore, any
changes or queries relating to your personal details and holding
(including any administration) must continue to be directed to
your existing contact at your investment manager or custodian.
The Company cannot guarantee to deal with matters that are
directed to it in error. The only exception to this is where the
Company, in exercising one of its powers under the Act, writes
to you directly for a response.
Shareholder information
Shareholder questions
(14)Any shareholder attending the meeting has the right to ask
questions. The Company must cause to be answered any question
relating to the business being dealt with at the meeting, but no
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.
Proposal of resolution
(15)Under section 338 and section 338A of the Companies Act 2006,
shareholders meeting the threshold requirements in those sections
have the right to require the Company: (a) to give, to shareholders
of the Company entitled to receive notice of the meeting, notice
of a resolution which may properly be moved and is intended to be
moved at the meeting; and/or (b) 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 22 March 2017, being the date six
clear weeks before the meeting, and (in the case of a matter to be
included in the business only) must be accompanied by a
statement setting out the grounds for the request.
(13)A copy of this Notice of Annual General Meeting, and the other
information required by section 311A of the Companies Act 2006,
can be found at www.ladbrokescoralplc.com/investors.
Ladbrokes Coral Group plc Notice of Annual General Meeting 2017
5
Notes continued
Shareholder’s statement of audit concerns
(16)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 ‘Act’), the Company may be
required to publish on its website www.ladbrokescoralplc.com, a
statement setting out any matter such shareholders propose to
raise at the Annual General Meeting relating to:
Inspection of documents
(18)The following documents are available for inspection at the
registered office of the Company during normal business hours on
any weekday (excluding UK public holidays) and on the date of the
Annual General Meeting when they will be available for inspection
at Etc.venues St Paul’s, 200 Aldersgate, London EC1A 4HD at least
15 minutes prior to the meeting and during the meeting:
(a) copies of the service contracts and letters of appointment of
the directors;
(a) 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
(b) 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 Act. The Company may not require the
shareholders requesting any such website publication to pay
its expenses in complying with section 527 or 528 of the Act.
Where the Company is required to place a statement on a
website under section 527 of the Act, 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 Act to publish on
its website.
Issued share capital
(17)As at 27 March 2017 (the latest practicable date prior to the
publication of this Notice of Annual General Meeting) the
Company’s issued share capital, including treasury shares,
consisted of 1,946,341,382 ordinary shares of 281/3p, of which
31,760,568 shares were held in treasury, the voting rights of
which are automatically suspended. Accordingly, the total
number of voting rights in the Company as at 27 March 2017
was 1,914,580,814.
6
(b) a copy of the existing and amended rules of the Ladbrokes
Coral Group plc Performance Share Plan (‘PSP Rules’) as
proposed in resolution 17;
(c) a copy of the rules of the Ladbrokes Coral Group plc 1983
Savings Related Share Option Scheme (‘SAYE Plan Rules’) and
Trust Deed; and
(d) a copy of the Ladbrokes Coral Group plc Share Incentive Plan
(‘OWN Plan Rules’).
The PSP Rules, SAYE Plan Rules and Trust Deed and OWN Plan
Rules are also available for inspection at the offices of Tapestry
Compliance LLP at 3 Sellers Wheel, 151 Arundel Street,
Sheffield S1 2NU.
Shareholder communications
(19)You may not use any electronic address provided either in
this Notice of Annual General Meeting or any related
documents (including the Chairman’s letter and proxy form)
to communicate with the Company for any purposes other
than those expressly stated.
(20)Any queries should be directed to the Company’s registrar,
Computershare, on +44 (0)370 702 0127. ladbrokescoralplc.com
Explanation of the business to be considered
at the 2017 Annual General Meeting
All resolutions will be proposed as ordinary resolutions, except for
resolutions 20 to 23 which will be proposed as special resolutions.
For an ordinary resolution to be passed, more than half of the
votes cast must be in favour of the resolution. For a special
resolution to be passed, at least three-quarters of the votes cast
must be in favour of the resolution.
Resolution 1: Report and Accounts
The Company is required by law to put the reports of the directors and
auditor and the accounts of the Company before the meeting.
Shareholders are invited to vote to receive and adopt the Annual
Report and Accounts 2016.
Resolution 2: Directors’ remuneration report
Resolution 2 seeks approval for the directors’ remuneration report,
which is set out on pages 78 to 86 of the Annual Report and
Accounts 2016.
Resolution 3: Directors’ remuneration policy
Resolution 3 seeks approval for the directors’ remuneration policy,
which is set out on pages 66 to 77 of the Annual Report and Accounts
2016. The policy was last approved by shareholders at the Annual
General Meeting held on 7 May 2014 and is subject to approval every
three years. Following the merger with Gala Coral, certain changes
have been made to the policy which are being proposed for approval.
Resolution 4: Declaration of a final dividend
The directors recommend the payment of a final dividend of
2.0 pence on each of the ordinary shares entitled thereto. The 2016
final dividend, together with the 2016 interim dividend of 1.0 pence,
gives a total 2016 dividend of 3.0 pence. Subject to shareholders’
approval, the final dividend is expected to be paid on 18 May 2017
to shareholders who are on the register of members at the close
of business on 7 April 2017.
Resolutions 5 to 13: Appointment and
re-appointment of directors
Under the Company’s Articles of Association, a director is required to
retire and stand for appointment if the director has been appointed by
the Board since the last Annual General Meeting. Accordingly, Paul
Bowtell, Mark Clare, Annemarie Durbin, Carl Leaver, Stevie Spring
and Rob Templeman will be offering themselves for appointment
by shareholders.
In accordance with provision B.7.1 of the UK Corporate Governance
Code, all other current directors, with the exception of Christine
Hodgson, will be retiring voluntarily and offering themselves for
re-appointment by shareholders.
Due to the relatively short period of office for the directors offering
themselves for re-appointment, the Board performance evaluation
has been deferred to the first quarter of 2017 and will not conclude
until after the date of this Notice. The review is being externally
facilitated and will review, inter alia, Board dynamics and the
integration process following the merger.
Resolutions 14 and 15: Re-appointment
and remuneration of auditor
The Company is required by law to re-appoint the auditor at the
Annual General Meeting. Resolution 14 seeks approval for the
re-appointment of PricewaterhouseCoopers LLP as the Company’s
auditor until the conclusion of the next meeting at which accounts
are presented to shareholders. Resolution 15 authorises the Board to
agree the auditor’s remuneration.
Resolution 16: Political donations
It is the Company’s policy not to make what are commonly
regarded as donations to political parties and it is not intended to
change that policy. The Companies Act 2006 includes very broad
definitions of political donations and expenditure which may have
the effect of covering a number of normal business activities that
would not commonly be thought to be donations to political parties.
These could include support for bodies engaged in law reform or
government policy review, involvement in seminars and functions
that may be attended by politicians and job exchanges between
industry and government.
The directors consider that it would be prudent to obtain
shareholder approval to incur a total expenditure of £50,000 to
cover all these activities. The authority will expire on the date of the
Annual General Meeting of the Company to be held in 2018, or, if
earlier, on 30 June 2018.
There has been no expenditure under the authority obtained at the
2016 Annual General Meeting of the Company.
Resolution 17: Long-term incentive arrangements
The Company currently operates the Ladbrokes Coral Group plc
Performance Share Plan (the ‘PSP’). It will not be possible to grant
further awards under the PSP after 17 May 2017, being ten years
after the date when shareholders originally approved the PSP.
Shareholder approval is therefore being sought to extend the life of
the PSP for a further ten years from the original shareholder approval
date to enable the Company to continue to operate the PSP.
Resolution 17 seeks approval for the renewal of the PSP by amending
its rules so that it will now expire on 17 May 2027. A summary of the
key terms of the PSP is set out in Appendix 2 on pages 12 to 14.
The existing and amended rules of the PSP will be available for
inspection during normal business hours on Monday to Friday
(excluding bank holidays) at the Company’s registered office and at
the offices of Tapestry Compliance LLP at 3 Sellers Wheel, 151 Arundel
Street, Sheffield S1 2NU from the date of this Notice of Annual
General Meeting until the close of the Annual General Meeting and at
the place of the Annual General Meeting for at least 15 minutes before
and during the meeting.
The Board has determined that all of the non-executive directors
are independent in character and judgement.
Biographical details of all directors subject to appointment or
re-appointment by shareholders can be found in Appendix 1
on pages 10 and 11.
Ladbrokes Coral Group plc Notice of Annual General Meeting 2017
7
Explanation of the business to be considered
at the 2017 Annual General Meeting continued
Resolution 18: Global roll-out of all-employee
share plans
The Company established the Ladbrokes Coral Group plc 1983 Savings
Related Share Option Scheme (the ‘SAYE Plan’) in 1983 and the
Ladbrokes Coral Group plc Share Incentive Plan (the ‘OWN Plan’) in
2001. Under the SAYE Plan and the OWN Plan, participants may be
granted awards to acquire shares on a tax-advantaged basis in the UK.
When the SAYE Plan and the OWN Plan are operated, the Company
must invite all UK employees and full-time directors of the Company
and any participating subsidiary to participate, subject to certain
qualifying criteria.
In addition, the Board may at their discretion offer participation to any
other employees. The Remuneration Committee has determined that
the SAYE Plan and the OWN Plan should be offered to Group
employees situated in certain overseas jurisdictions. To take account of
local tax, laws and/or regulations (such as exchange control, securities
laws and employment law), certain modifications may be necessary
or desirable to the provisions of the SAYE Plan and/or the OWN Plan. In
order to protect the tax-advantaged status of the UK awards under
the SAYE Plan and the OWN Plan, any such modifications would take
the form of a separate plan or a schedule to the SAYE Plan and/or the
OWN Plan (as relevant) but any such plans and/or schedules would be
based on the SAYE Plan or the OWN Plan (as relevant). Shares made
available under any such plan/schedule would count against the limits
on individual and overall participation as provided in the SAYE Plan or
the OWN Plan (as relevant).
Resolution 19: Authority to allot shares
Shareholders are being asked to give the directors a general authority
to allot shares in the Company and to grant rights to subscribe for, or
to convert any security into, shares in the Company. On this occasion:
(a) the authority is to allot up to a maximum nominal amount of
£180,821,500, representing 638,193,604 ordinary shares (one-third
of the Company’s ordinary share capital in issue (excluding treasury
shares) as at 27 March 2017 (the latest practicable date prior to the
publication of this document)); and (b) in addition, but only in
connection with a rights issue of equity securities, up to a further
maximum nominal amount of £180,821,500, representing
638,193,604 ordinary shares (one-third of the Company’s ordinary
share capital in issue (excluding treasury shares) as at 27 March 2017
(the latest practicable date prior to the publication of this document)).
The authority will lapse at the conclusion of the Annual General
Meeting of the Company to be held in 2018, or, if earlier, on 30 June
2018. The directors have no present intention of exercising the
authority except in connection with the Company’s employee
share schemes.
As at 27 March 2017 (the latest practicable date prior to the
publication of this document), the Company held 31,760,568 treasury
shares, which represented approximately 1.66% of the Company’s
issued share capital (excluding treasury shares), which the Company
can cancel or hold for sale for cash or use to meet the obligations
under the Company’s employee share schemes.
Resolution 18 seeks authorisation for the Board to establish such
plans/schedules and subsequent approval for such plans/schedules.
The existing rules of the SAYE Plan and the existing trust deed and
rules of the OWN Plan will be available for inspection during normal
business hours on Monday to Friday (excluding bank holidays) at the
Company’s registered office and at the offices of Tapestry Compliance
LLP at 3 Sellers Wheel, 151 Arundel Street, Sheffield S1 2NU from the
date of this Notice until the close of the Annual General Meeting and
at the place of the Annual General Meeting for at least 15 minutes
before and during the meeting.
8
ladbrokescoralplc.com
Resolutions 20 and 21: Disapplication of statutory
pre-emption rights
The Companies Act 2006 (the ‘Act’) prescribes certain pre-emption
rights under which, if the Company issues new shares, or grants rights
to subscribe for or to convert any security into shares, for cash or sells
any treasury shares, it must first offer them to existing shareholders in
proportion to their current holdings. Shareholders are being asked to
pass resolutions to empower the directors to allot equity securities, or
sell treasury shares, for cash as if section 561(1) of the Act (preemption rights) did not apply to any such allotment.
Under Resolution 20, it is proposed that the directors be authorised to
issue shares for cash and/or sell any treasury shares without offering
them first to existing shareholders in proportion to their current
holdings up to an aggregate nominal amount of £27,123,225,
representing 95,729,040 ordinary shares (5% of the Company’s
ordinary share capital in issue (excluding treasury shares) as at
27 March 2017 (the latest practicable date prior to the publication
of this document)).
Under Resolution 21, it is proposed that the directors be authorised
to disapply statutory pre-emption rights in respect of an aggregate
nominal amount of £27,123,225, representing 95,729,040 ordinary
shares (5% of the Company’s ordinary share capital in issue (excluding
treasury shares) as at 27 March 2017 (the latest practicable date prior
to the publication of this document)). In accordance with the
Pre-Emption Group’s Statement of Principles, the directors confirm
that this authority will only be used in connection with an acquisition
or specified capital investment that is announced contemporaneously
with the issue, or that has taken place in the preceding six-month
period and is disclosed in the announcement of the issue.
These authorities in Resolutions 20 and 21 will expire at the conclusion
of the Annual General Meeting of the Company to be held in 2018 or,
if earlier, on 30 June 2018.
The directors confirm their intention that (except in relation to an issue
pursuant to the additional 5% referred to in Resolution 21) no more
than 7.5% of the issued share capital will be issued for cash on a
non-pre-emptive basis during any rolling three-year period without
prior consultation with shareholders.
Resolutions 20 and 21 will be proposed as special resolutions.
Resolution 22: Purchase of own shares
Shareholder approval is being sought for a general authority for the
Company to make market purchases of its own shares. The authority
in respect of 191,458,081 ordinary shares (10% of the Company’s
ordinary share capital in issue (excluding treasury shares) as at
27 March 2017 (the latest practicable date prior to the publication of
this document)) will run until the conclusion of the Annual General
Meeting of the Company to be held in 2018 or, if earlier, 30 June 2018.
The resolution specifies the maximum and minimum prices at which
shares may be bought. There is no present intention to purchase
shares and, if granted, the directors will exercise this authority only
when to do so would be in the best interests of shareholders generally
and was expected to result in an improvement in earnings per share.
Shares purchased under this authority become treasury shares which
the Company can cancel or hold for sale for cash or use to meet
obligations under the Company’s employee share schemes.
The total number of ordinary shares which may be issued on the
exercise of outstanding options as at 27 March 2017 (the latest
practicable date prior to the publication of this document) is
17,777,531, representing 0.93% of the Company’s issued share capital
(excluding treasury shares) at that date. If the full authority to
purchase shares (both the existing authority and that sought at the
2017 Annual General Meeting) was used then the proportion of
ordinary shares subject to outstanding options would represent 1.10%
of the Company’s issued share capital (excluding treasury shares) as
at 27 March 2017.
Resolution 22 will be proposed as a special resolution.
Resolution 23: Notice of shareholder meetings
The notice period required for shareholder meetings of the Company is
normally 21 days but shareholder meetings (other than Annual
General Meetings) can be convened on 14 days’ notice if shareholders’
approval is obtained and the requirements for electronic voting under
the Companies Act 2006 are met.
The directors believe that the Company should have the flexibility to
convene a shareholders’ meeting as quickly as the law allows. However,
in accordance with the Institutional Shareholder Services’ guidance,
this authority will not be used routinely and 21 days’ notice will always
be given unless the circumstances justify shorter notice. Accordingly,
shareholders are being asked to agree that a general meeting of the
Company, other than an Annual General Meeting, may be called on
not less than 14 clear days’ notice. The authority will expire at the
conclusion of the Annual General Meeting of the Company to be held
in 2018, or, if earlier, on 30 June 2018.
Resolution 23 will be proposed as a special resolution.
Ladbrokes Coral Group plc Notice of Annual General Meeting 2017
9
Appendix 1 – Biographies for the directors
subject to appointment or re-appointment
Paul Bowtell (48)
Chief Financial Officer
Carl Leaver (49)
Executive Deputy Chairman
Skills and experience: Paul is a Chartered Accountant and has
extensive experience in the leisure industry and across the UK retail
sector and brings significant financial and commercial knowledge to
the Board.
Skills and experience: Carl has a broad range of business leadership
and turnaround experience, having driven profitable growth in a
variety of consumer-facing industries in the UK and internationally.
Paul was appointed as Chief Financial Officer in November 2016.
Carl was appointed as Executive Deputy Chairman in
November 2016.
Career history: Prior to the merger with Ladbrokes, Paul was Chief
Financial Officer of Gala Coral Group from October 2011. Before this, he
was Chief Financial Officer of First Choice Holidays PLC and became
Chief Financial Officer of TUI Travel PLC after its merger with First
Choice Holidays PLC. He previously held a number of senior positions
with Centrica, WHSmith and Forte and was Non-Executive Director
at SThree Plc.
Career history: Prior to the merger with Ladbrokes, Carl was Group
Chief Executive of Gala Coral Group from November 2010. Before this,
he was director of International, Home and Direct for Marks & Spencer,
Chief Executive Officer at DeVere Group PLC, Managing Director of
Travel Inn and worked for Nomura International having started his
career with Pedigree Petfoods (part of the Mars Inc. Group) as a
business planner.
Other roles: Non-Executive Director and Audit and Risk Committee
Chairman of Capita Plc, from which he will step down on 31 May 2017,
and Non-Executive Chairman of Alua Hotels.
Other roles: Non-Executive Chairman of Carluccio’s.
Mark Clare (59)
Senior Independent Director
Stevie was appointed as Independent Non-Executive Director in
September 2016. She is Chairman of the Remuneration Committee
and is a member of the Audit Committee, Nomination Committee and
Social Responsibility Committee.
Mark was appointed as Senior Independent Director in September
2016. He is Chairman of the Social Responsibility Committee and a
member of the Nomination Committee and Remuneration Committee.
Skills and experience: Mark brings substantial operational and
financial experience to the Board and has a strong background
operating in a regulated environment and considerable knowledge of
customer-facing businesses.
Career history: Mark was previously Chief Executive of Barratt
Developments plc, an executive director of Centrica plc having also
held a number of senior roles both within Centrica plc and British Gas,
Trustee of the Building Research Establishment and the UK Green
Building Council and Non-Executive Director of BAA plc.
Stevie Spring (59)
Independent Non-Executive Director
Skills and experience: Stevie brings extensive skills in marketing,
television and advertising as well as broad experience in non-executive
roles, particularly as remuneration chair.
Career history: CEO of Future plc and ClearChannel UK and held senior
executive roles in international advertising groups.
Other roles: Non-Executive Director and Chairman of the
Remuneration Committee of the Co-operative Group and Chairs
the Inspired Thinking Group, tech start-up Kino-mo and BBC Children
in Need.
Other roles: Non-Executive Chairman of Grainger plc, Senior
Independent Non-Executive Director of United Utilities Group plc and
Non-Executive Director of Premier Marina Holdings Limited.
Annemarie Durbin (53)
Independent Non-Executive Director
Annemarie was appointed as Independent Non-Executive Director in
January 2017. She is a member of the Audit Committee, Nomination
Committee, Remuneration Committee and Social Responsibility
Committee.
Skills and experience: Annemarie brings broad based international
retail, commercial and institutional banking experience. She also brings
leadership, talent development, executive remuneration, property,
internal audit, crisis management, business continuity, operational
excellence and governance capabilities to the Board.
Career history: A qualified lawyer with 25 years’ international banking
experience, particularly across Asia, Africa and the Middle East
operating at Board and Executive Committee level.
Other roles: Non-Executive Director at WHSmith Plc and Santander
UK PLC, Chair of the FCA’s Listing Authority Advisory Panel and is an
executive leadership coach and a board governance consultant.
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Rob Templeman (59)
Independent Non-Executive Director
Jim Mullen (46)
Chief Executive Officer
Skills and experience: Rob has over 35 years’ experience in
consumer-facing businesses and extensive leadership experience in
large retail companies.
Skills and experience: Jim’s extensive experience in the gaming and
betting industry, particularly online gaming, brings valuable insight to
lead the Group and implement the strategy to grow our recreational
customer base and build scale.
Rob was appointed as Non-Executive Director in November 2016.
He is a member of the Nomination Committee.
Career history: Prior to the merger with Ladbrokes, Rob was NonExecutive Chairman of Gala Coral Group from November 2010. Before
this, he was Chief Executive of Debenhams, Homebase, Harveys
Furnishing Group and Halfords, where he was also the Chairman. Rob
has also held the roles of Chairman of the British Retail Consortium,
Chairman of the charity Graduate Fashion Week and Trustee of the
charity Children with Cancer UK.
Other roles: Chairman of RAC.
John Kelly OBE (69)
Chairman
John was appointed as a Senior Independent Director in September
2010 and subsequently as Chairman in December 2015. He is
Chairman of the Nomination Committee and a member of the
Remuneration Committee.
Skills and experience: John brings extensive experience from the
gaming and betting industry having previously been a board member
of a number of betting companies. With over 30 years’ experience as
a director in a wide range of leisure companies, John also has a wealth
of experience to draw from in his role as Chairman and leader of
the Board.
Career history: Founder and Chief Executive of Gala Coral Group
having led a management buy-in from Bass Plc in 1997 and
subsequently became Chairman. After founding Gala Coral, he
was a board member at Mecca Leisure Limited, the Chairman
of Trainline.com and Chairman of Novus Leisure Limited. He was
also a board member of the Prince of Wales’ Business in the
Community charity.
Jim was appointed as Chief Executive Officer in April 2015 and as a
director in May 2015.
Career history: Joined the Group in October 2013 as Managing
Director of the Digital business. Prior to joining the Group, Jim was
Chief Operating Officer for William Hill’s digital operations for three
years and held senior positions at the Murray Group, Arc Worldwide
and News International where he was Director of Digital Strategy.
Other roles: Board member of GambleAware.
Mark Pain (55)
Independent Non-Executive Director
Mark Pain was appointed as Independent Non-Executive Director in
December 2015. He is Chairman of the Audit Committee and a
member of the Nomination Committee and Remuneration Committee.
Skills and experience: Mark is a Chartered Accountant and brings
a range of skills and experience in financial management, strategic
planning, business leadership and change. He also has over 18 years’
experience as a board director in a number of sectors.
Career history: Mark has held senior executive and board positions
at Abbey National plc, was Group Finance Director of Barratt
Developments PLC and has also been a Senior Independent Director
of Johnston Press plc and Non-Executive Director on the boards of
LSL Property Services plc, Punch Taverns plc and Spirit Pub Group plc.
Other roles: Non-Executive Chairman of London Square
Developments Limited, Deputy Chairman and Senior Independent
Director of Yorkshire Building Society, Non-Executive Director of Aviva
Insurance Ltd and a Trustee of Somerset House.
Other roles: Chairman of Kings Park Capital LLP Advisory Board and
Kings Park Capital LLP Investment Committee and co-founder of
Dunelmia Partners LLP.
Ladbrokes Coral Group plc Notice of Annual General Meeting 2017
11
Appendix 2 – Summary of the key terms of the
Ladbrokes Coral Group plc Performance Share
Plan (‘PSP’) as proposed in Resolution 17
Status
The PSP is a discretionary executive share plan.
Under the PSP, the Remuneration Committee (the ‘Committee’) may,
within certain limits and subject to any applicable performance
conditions, grant to eligible colleagues:
• options to acquire fully paid ordinary shares in the capital of the
Company (‘Shares’) at nil or nominal cost (‘Options’);
• conditional rights to acquire free Shares (‘Conditional Awards’);
and/or
• awards over Shares subject to restrictions (‘Restricted Share Awards’),
(together, ‘Awards’)
No payment is required for the grant of an Award.
Eligibility
All Group employees (including executive directors of the Company)
are eligible for selection to participate in the PSP at the discretion of
the Committee.
Limits
The PSP may operate over new issue Shares, treasury Shares, or
Shares purchased in the market.
The rules of the PSP provide that, in any period of 10 calendar years,
not more than 10% of the Company’s issued ordinary share capital
may be issued under the PSP and under any other employees’ share
scheme adopted by the Company. In addition, the rules of the PSP
provide that, in any period of 10 calendar years, not more than 5% of
the Company’s issued ordinary share capital may be issued under the
PSP and under any other executive share scheme adopted by the
Company. Shares issued out of treasury under the PSP will count
towards these limits for so long as this is required under institutional
shareholder guidelines. Shares issued pursuant to an all-employee
share plan will not count towards these limits.
Grant of Awards under the PSP
In the past, Awards could be granted by either the trustees of an
employee benefit trust or the Committee. Awards granted on or
after 22 February 2017 may only be granted by the Committee.
Awards may be granted with a maximum total market value, when
taken together with any other Award made in respect of the same
financial year, up to 250% of the participant’s annual base salary
as at the date of the proposed grant of the first relevant Award.
Any cash or shares acquired as dividend payments will not count
towards this limit.
12
Timing of grants
Awards may be granted within six weeks following the announcement
by the Company of its results for any period (or the preliminary
statement of those results) or as soon as possible after the cessation
of exceptional circumstances that prevented the grant of Awards
during such periods, or at any other time that the Committee
considers there are exceptional circumstances which justify the
granting of PSP Awards. However, no Award may be granted more
than 10 years after the date when the Plan was first approved by the
Company in general meeting (this limit will be increased to 20 years
if the renewal of the PSP is approved by shareholders at the Annual
General Meeting on 4 May 2017).
Awards are not transferable other than to the participant’s personal
representatives in the event of their death. The benefits received
under the PSP are not pensionable.
Performance conditions
The Committee will impose performance conditions on the vesting of
Awards. The underlying measurement period for such conditions will
ordinarily comprise at least three years (beginning no earlier than
1 January of the year in which the Award is granted).
If, prior to the satisfaction of any performance conditions, something
occurs which causes the Committee to consider that the conditions
would not, without amendment, continue to achieve the original
purpose, the Committee may make such amendments to such
conditions as they consider fair and reasonable. In addition, the
Committee may amend the performance conditions where it
considers this appropriate having taken account of any other factors
it considers relevant. The Committee will report on any material
amendment to performance conditions in subsequent directors’
remuneration reports presented to shareholders in general meeting.
Malus and clawback
Malus provisions apply to certain Awards granted in 2016 so that, in
certain circumstances, the Committee may at any time prior to the
vesting of such Awards reduce the number of shares to which the
Award relates (including to nil) or impose further conditions on the
Award. Such circumstances are, broadly, those circumstances which the
Committee determines to derive from or be in connection with an act
or omission occurring between the start of the performance period and
ending on the vesting date of the Award, and constituting or resulting
in a material misstatement of the Group’s financial results or gross
misconduct on the part of the participant.
Awards granted on or after 22 February 2017 will be subject to the
malus and clawback policy adopted by the Committee in 2017, as
amended from time to time and whose current terms are outlined in
the directors’ remuneration report.
ladbrokescoralplc.com
Vesting and exercise of Awards
Subject to any operation of malus and/or clawback and to the extent
that the performance conditions have been satisfied, an Award will
normally vest or, in the case of Options, become exercisable on the
date when any relevant performance conditions are determined.
Options granted on or after 22 February 2017 will normally remain
exercisable until the tenth anniversary of the date of granting the
Option. Options granted before that date will usually be deemed
exercised on the date of vesting.
Cessation of employment
Awards granted before 22 February 2017
As a general rule, for Awards granted before 22 February 2017, if a
participant ceases to be employed or hold office within the Group,
then all unvested Awards will lapse unless the Committee
determines otherwise.
However, if a participant so ceases as a result of their death, ill health,
injury or disability, retirement by agreement with their employing
company, redundancy, their employing company or the business for
which he works being transferred out of the Group or in other
circumstances at the discretion of the Committee (other than
summary dismissal), the Committee may permit all or some of the
unvested Awards to vest on the date when they would have vested if
the participant had not so ceased to be a Group employee or director
or alternatively to vest early on the date of cessation of employment,
subject in either case (as the Committee may decide) to: (i) the
satisfaction of any performance conditions, (ii) pro-rating to reflect the
reduced period of time between grant and the participant’s cessation
of employment as a proportion of the normal vesting period on such
basis as the Committee may determine, and (iii) for certain Awards
granted in 2016, the operation of malus.
Awards granted on or after 22 February 2017
As a general rule, for Awards granted on or after 22 February 2017,
if a participant ceases to be employed or hold office within the Group,
then all unvested Awards will lapse.
However, if a participant so ceases because of their ill health, injury or
disability (in each case evidenced to the satisfaction of the Committee),
retirement by agreement with their employing company, statutory
redundancy, or their employing company or the business for which he
works being transferred out of the Group, their Award will vest on the
date when it would have vested if he had not so ceased to be a Group
employee or director, subject to: (i) the satisfaction of any applicable
performance conditions measured over the original performance
period, (ii) pro-rating to reflect the reduced period of time between
grant and the participant’s cessation of employment as a proportion
of the normal vesting period, and (iii) the operation of malus and/or
clawback. To the extent that Options so vest, they may be exercised for
a period of six months following vesting and will otherwise lapse at the
end of that period. To the extent that a participant who ceases to be an
employee or director of the Group for one of the reasons listed above
held vested Options, they may be exercised for a period of six months
following their cessation of employment and will otherwise lapse at the
end of that period.
Ladbrokes Coral Group plc Notice of Annual General Meeting 2017
If a participant dies, their Award will vest on the date of their death
subject to: (i) the extent to which any applicable performance
conditions have been satisfied at the date of their death, (ii) the
operation of malus and/or clawback, and (iii) pro-rating to reflect the
reduced period of time between grant and the participant’s death as a
proportion of the normal vesting period. To the extent that Options so
vest, they may be exercised for a period of 12 months following
vesting and will otherwise lapse at the end of that period. To the
extent that the deceased participant held vested Options, they may
be exercised for a period of 12 months following their death and will
otherwise lapse at the end of that period.
The position outlined above for Awards granted on or after 22
February 2017 will apply to Awards granted to executive directors of
the Company conditional on the directors’ remuneration policy being
approved by shareholders at the Annual General Meeting on 4 May
2017. For the avoidance of doubt, if an executive director of the
Company were to leave the Group before 4 May 2017 or if the
directors’ remuneration policy was not approved on 4 May 2017,
the leaver provisions outlined above for Awards granted before
22 February 2017 would apply to their Awards.
Corporate events
In the event of a takeover (other than an internal re-organisation) or
voluntary winding-up of the Company, unvested Awards may vest on
or immediately prior to the event, subject (as the Committee may
decide) to: (i) the satisfaction of any performance conditions,
(ii) pro-rating to reflect the reduced period of time between grant and
the event as a proportion of the normal vesting period on such basis as
the Committee may determine, (iii) for certain Awards granted in 2016
and for Awards granted on or after 22 February 2017, the operation of
malus, and (iv) for Awards granted on or after 22 February 2017, the
operation of clawback. To the extent that Options so vest, they may
be exercised for a period of one month following vesting and will
otherwise lapse at the end of that period. To the extent that a
participant held vested Options at the time of the event, they may
be exercised for a period of one month following the event and will
otherwise lapse at the end of that period.
Alternatively, in the case of a takeover, Awards may (at the
Committee’s discretion and with the consent of the acquiring
company) be replaced by substantially equivalent new Awards over
shares in the acquiring company.
On an internal re-organisation, Awards will be replaced by substantially
equivalent new Awards over shares in the new group parent company.
13
Appendix 2 – Summary of the key terms of the
Ladbrokes Coral Group plc Performance Share
Plan (‘PSP’) as proposed in Resolution 17 continued
Variation of capital
If there is a variation of share capital of the Company (such as a rights
issue, demerger, payment of a special dividend or other exceptional
event at the Committee’s discretion), the Committee may make such
adjustments as it considers appropriate to the number or class of
Shares underlying Awards in order to retain the economic value of
those Awards as it was immediately prior to such event.
Dividend payments
The Committee may decide that participants will receive a payment
(in cash and/or additional Shares) equal in value to any dividends that
would have been paid on the Shares underlying any vested portion of
their Awards by reference to dividend record dates falling between the
time when the Awards were granted and the time when the Awards
vested. This amount may assume the re-investment of dividends and
will exclude special dividends.
Rights attaching to Shares
Awards will not confer any rights on any participant holding such
Awards until the relevant Conditional Award or Restricted Share Award
has vested or the relevant Option has been exercised and the
participant in question has received the underlying Shares. Any Shares
allotted when an Option is exercised or a Conditional Award vests or a
Restricted Share Award is granted will rank equally with Shares then in
issue (except for rights arising by reference to a record date prior to
their allotment).
Alternative settlement
At its discretion, the Committee may decide to satisfy Awards with a
cash payment equal to any gain that a participant would have made
had the Awards been satisfied with Shares in the usual manner.
Amendments
The Committee may, at any time, amend the provisions of the PSP
in any respect, except that:
1) the prior approval of shareholders must be obtained in the case of
any amendment to the advantage of participants which is made
to the provisions relating to eligibility, individual or overall limits,
the basis for determining a participant’s entitlement to, and the
terms of, Shares or cash provided under the PSP, the adjustments
that may be made in the event of any variation to the share
capital of the Company and/or the rule relating to such prior
approval, save that there are exceptions for (i) any minor
amendment to benefit the administration of the PSP, to take
account of the provisions of any proposed or existing legislation
or to obtain or maintain favourable tax, exchange control or
regulatory treatment for participants, the Company and/or its
subsidiaries, or (ii) any permitted alteration to the performance
conditions or any other conditions; and
2) amendments to the material disadvantage of participants
(other than a permitted alteration to the performance conditions
or any other conditions) may only be made in respect of
subsisting rights if such disadvantaged participants are invited to
agree such amendment and 75% of those who respond consent
to such amendment.
Overseas plans
The Committee may, at any time, establish further plans for overseas
territories, any such plan to be similar to the PSP 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 PSP.
IMPORTANT NOTE: This summary is intended to be an accurate
outline of the key terms of the rules of the PSP. However, it is not
intended to replace the rules of the PSP. As such, in the event of
any discrepancy between this summary and the rules of the PSP,
the rules of the PSP will prevail.
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ladbrokescoralplc.com
Notes for shareholders attending the meeting
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Location
The Annual General Meeting will be held at Etc.venues St Paul’s, 200 Aldersgate,
London EC1A 4HD on 4 May 2017 at 11.00am.
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Upon arrival please take the escalators to the first floor.
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LA
NG
ST.
S T.
BART
BA RT H OLOM EW’S
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H OS P ITA L
A4
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0
MOORGATE
ETC.VENUES
A 1 2 11
A4 0
WG
BA R BI
BICA
CA N
CENTR
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E
LO N D O N
WA L
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ST
NE
NE
C H IS W
E LL S
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A50
1
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US
B 10 0
MOO
RGA
TE
R
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A40
A
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TE
ST
L D E R S G AT E
A1 A
BARBICAN
BT
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E
S CENTR
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ST PAUL’S
GR
ES
HA
M
ST
G U I L D H ALL
ST MARTIN’S
LE GRAND
C H
EAP
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TO N
LO T H
MOR
BURY
THROG
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S TREE
ID E
EAD
THR
R
ST
EE
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The nearest underground stations are St. Paul’s, Barbican and Moorgate.
There is no car park at Etc.venues, however, there is a National Car Park (NCP) on Aldersgate.
Schedule
10.00amRegistration commences and tea, coffee and biscuits will be available.
You should allow 10 to 15 minutes for registration formalities.
10.45am
Auditorium doors open.
11.00am
Annual General Meeting commences.
Following the conclusion of the meeting, a light sandwich lunch will be provided.
Registration
Upon arrival, please go to the registration desk. Please bring your attendance card/slip
with you.
Security
Security staff will be on duty to assist shareholders. The Company will not permit
behaviour that may interfere with another person’s security, safety or the good order
of the meeting.
Ladbrokes Coral Group plc Notice of Annual General Meeting 2017
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