Royal Mail plc
Notice of Annual General Meeting
The first Annual General Meeting of
Royal Mail plc will be held in Hall 3,
at The National Exhibition Centre,
Birmingham B40 1NT on Thursday
24 July 2014 at 11.00am.
This document is important and requires your immediate attention
If you are in any doubt about the action you should take, you should
immediately consult your stockbroker, bank manager, solicitor, accountant,
or other independent financial adviser duly authorised under the Financial
Services and Markets Act 2000.
If you have sold or otherwise transferred all of your ordinary shares in
Royal Mail plc, please give this and the accompanying document to the
purchaser or transferee, or to the stockbroker, bank or other agent through
whom the sale or transfer was made.
23 June 2014
Dear Shareholder
An Important Year
I am delighted to welcome all of you as new shareholders of Royal Mail plc (the ‘Company’). More than 700,000 members of the public bought
shares in Royal Mail: the largest single extension of private share ownership in the UK for some time. The overwhelming majority of our
employees in the UK are also shareholders, creating alignment between the interests of shareholders and employees.
The flotation of Royal Mail was never a foregone conclusion. It took much hard work inside and outside of Royal Mail to put the Company in a
position to access external capital and ready itself for plc status. The continued success of Royal Mail, including the recent privatisation, is
testament to the significant contribution of Moya Greene and her team. I would also like to thank HM Government (‘HMG’) for facilitating our
flotation and all of our people for contributing to Royal Mail’s success this year.
Annual General Meeting
I am pleased to invite you to the first Annual General Meeting (the ‘AGM’) of Royal Mail plc which will be held in Hall 3, at The National Exhibition
Centre (the ‘NEC’), Birmingham, B40 1NT on Thursday 24 July 2014 at 11.00am.
The notice of AGM is set out on pages 4 to 5 of this document.
A copy of the Annual Report and Financial Statements or Strategic Report for the year ended 30 March 2014 is enclosed together with a proxy
or voting form to enable you to exercise your voting rights.
The AGM is an opportunity for shareholders to express their views and to ask questions to the Board. We, as your Board, are committed to open
dialogue with our shareholders and our AGM is an excellent means to engage with you directly. If you would like to submit a question in advance,
please write to the Company Secretary at 100 Victoria Embankment, London, EC4Y 0HQ or email: [email protected].
If you cannot attend, you have the right to appoint a proxy to vote at the AGM on your behalf. To appoint a proxy, please complete the enclosed
form and send it to our registrar, Equiniti Limited (‘Equiniti’), in the envelope provided. Alternatively, you can appoint a proxy online at
www.sharevote.co.uk. Instructions are provided on the reverse of the enclosed form.
Proxy appointments must be received by Equiniti by no later than 11.00am on Tuesday 22 July 2014.
Directors
Biographical details of the Directors seeking election are detailed in full in the Annual Report and Financial Statements and in the Notice
of Meeting on pages 6 to 7, including membership of the principal committees.
Information on remuneration is set out in the Directors’ Remuneration Report for the financial year ended 30 March 2014.
Recommendation
Your Directors consider that all of the resolutions in the notice of AGM are in the best interests of the Company and its shareholders as a whole
and unanimously recommend that you vote in favour of them, as they will do in respect of their own shareholdings.
Yours faithfully,
Donald Brydon, CBE
Chairman
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The first Annual General Meeting of Royal Mail plc
(the ‘Company’) will be held in Hall 3, at The National
Exhibition Centre, Birmingham B40 1NT on Thursday
24 July 2014 at 11.00am to transact the business
set out in the resolutions below.
Resolutions 1 to 19 (inclusive) are proposed as ordinary resolutions.
For each of these to be passed, more than half of the votes cast must
be in favour of the resolution.
(b)make political donations to political organisations, other than
political parties not exceeding £50,000; and
(c) incur political expenditure not exceeding £50,000.
as such terms are defined in Part 14 of the Act during the period
beginning on the date of the passing of this resolution and ending on
the date of the Company’s next Annual General Meeting, provided that
the aggregate expenditure under paragraphs (a), (b) and (c) shall not
exceed £50,000 in total.
For further information on all resolutions, please refer to the
Explanatory Notes which can be found on pages 5 to 11.
Long Term Incentive Plan
17.That the rules of the Royal Mail Group Long Term Incentive Plan
2014 (the ‘Plan’) referred to on pages 7 to 9 of the Explanatory Notes
and produced in draft to this meeting and, for the purposes of
identification, initialled by the Chairman, be approved and the
Directors be authorised to:
Annual Report and Financial Statements
1. To receive the reports of the Directors and the Auditors and the
audited accounts for the financial year ended 30 March 2014.
(a)make such modifications to the Plan as they may consider
appropriate for the implementation of the Plan and to adopt the Plan
as so modified and to do all such other acts and things as they may
consider appropriate to implement the Plan; and
Resolutions 20 to 22 are proposed as special resolutions. For each of
these to be passed, at least three-quarters of the votes cast must be
in favour of the resolution.
Remuneration
2. To approve the Directors’ Remuneration Policy, the full text of
which is contained in the Remuneration Report for the financial year
ended 30 March 2014, as set out on pages 59 to 63 of the Annual
Report and Financial Statements.
(b)establish further plans based on the Plan 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 the limits on individual
or overall participation in the Plan.
3. To approve the Directors’ Remuneration Report (excluding the
Directors’ Remuneration Policy set out on pages 58 to 69 of the
Annual Report and Financial Statements) for the financial year ended
30 March 2014.
Savings-Related Share Option Scheme
18. That the rules of the Royal Mail plc Savings-Related Share Option
Scheme 2014 (the ‘SAYE Scheme’), the principal features of which are
summarised in the Explanatory Notes on pages 9 to 10 to this Notice
and produced in draft to this meeting and initialled by the Chairman for
the purposes of identification, be approved, and the Directors be
authorised to:
Final Dividend
4. That the final dividend recommended by the Directors of
13.3 pence per share for the year ended 30 March 2014 be paid on
31 July 2014 to all members whose names appear on the Register of
Members on 4 July 2014.
Directors
5. To elect Donald Brydon, CBE as a Director of the Company.
6. To elect Moya Greene as a Director of the Company.
7. To elect Matthew Lester as a Director of the Company.
8. To elect John Allan as a Director of the Company.
9. To elect Nick Horler as a Director of the Company.
10.To elect Cath Keers as a Director of the Company.
11.To elect Paul Murray as a Director of the Company.
12.To elect Orna Ni-Chionna as a Director of the Company.
13.To elect Les Owen as a Director of the Company.
Auditors
14.To appoint Ernst & Young 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.
15.To authorise the Directors to determine the remuneration of
the Auditors.
Political donations
16.That, in accordance with section 366 of the Companies Act 2006
(‘the Act’), the Company and any company which at any time during
the period for which this resolution has effect, is a subsidiary of the
Company is now or becomes a subsidiary of the Company at any time
during the period during which this resolution has effect, be authorised
to:
(a)make donations to political parties and/or independent election
candidates not exceeding £50,000;
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(a)do all things necessary to operate the SAYE Scheme, including
making such modifications as the Directors consider appropriate to
ensure that the SAYE Scheme complies with the requirements of
Schedule 3 Income Tax (Earnings and Pensions) Act 2003; and
(b) establish such further plans for the benefit of employees overseas
based on the SAYE Scheme, subject to such modifications as may be
necessary or desirable to take account of overseas securities laws,
exchange control requirements and tax legislation, provided that any
ordinary shares of the Company made available under such further
plans are treated as counting against any limits on individual
participation or overall participation in the SAYE Scheme.
Directors’ Authority to Allot Shares
19.That the Directors be generally and unconditionally authorised
pursuant to and in accordance with section 551 of the Companies Act
2006 to exercise all the powers of the Company to allot shares in the
Company or grant rights to subscribe for or to convert any security
into shares in the Company:
(a) up to an nominal amount of £3,333,333; and
(b)comprising equity securities (as defined in section 560(1) of the
Companies Act 2006) up to a nominal amount of £6,666,666 (such
amount to be reduced by any allotments made under paragraph (a)
above) in connection with an offer by way of a rights issue;
(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 defined in section 560 of
the Act), as required by the rights of those securities or, subject to
such rights as the Directors otherwise consider necessary,
and so that the Directors may impose any limits or restrictions and
make any arrangement which they consider necessary or appropriate
to deal with treasury shares, fractional entitlements, record dates,
legal, regulatory, or practical problems in, or laws of, any territory or
any matter.
The authorities conferred on the Directors to allot securities under
paragraph (a) and (b) will expire on the date of the AGM of the Company
to be held in 2015 or on 31 July 2015 whichever is sooner, (unless
previously renewed, varied or revoked or varied by the Company at a
general meeting). The Company may before these authorities expire,
make an offer or enter into an agreement which would or might
require relevant securities to be allotted after they expire and the
Directors may allot relevant securities in pursuance of that offer or
agreement as if the power conferred by this resolution had not expired.
Special Resolutions
Disapplication of pre-emption rights
20.That, subject to the passing of Resolution 19, the Directors be
given powers 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, provided that such power to be limited:
(a) to the allotment of equity securities and 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 above, by way of a 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 Directors may otherwise consider necessary,
and so that the Directors may impose any limits or restrictions and
make any arrangements which they consider necessary or appropriate
to deal with any treasury shares, fractional entitlements, record dates,
legal, regulatory or practical problems in, or laws of, any territory or
any matter; and
(b)the minimum price (exclusive of expenses) which may be paid for
each share is its nominal value;
(c) the maximum price (exclusive of expenses) which may be paid for
an ordinary share shall not be more than the higher of: (i) an amount
equal to 105 per cent of the average middle market quotations 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 of an ordinary
share and the highest current independent bid for an ordinary share
as derived from the London Stock Exchange Trading System (‘SETS’);
(d)this authority shall expire at the conclusion of the next Annual
General Meeting of the Company or, if earlier, at the close of business
on 31 July 2015.
By order of the Board
Emily Pang
Company Secretary
Registered Office:
100 Victoria Embankment
LONDON, EC4Y 0HQ
23 June 2014
Registered in England and Wales No. 8680755
(b)in the case of the authority granted under paragraph (a) above
and/or in the case of any equity securities up to an aggregate nominal
value of £500,000.
The authorities conferred on the Directors to allot securities under
paragraph (a) and (b) will expire on the date of the AGM of the Company
to be held in 2015 or on 31 July 2015 whichever is sooner (unless
previously renewed, varied or revoked or varied by the Company at a
general meeting). The Company may before these authorities expire,
make an offer or enter into an agreement which would or might
require relevant securities to be allotted (and treasury shares to be
sold) after they expire and the Directors may allot relevant securities
and sell treasury shares in pursuance of that offer or agreement as if
the power conferred by this resolution had not expired.
Notice period for general meetings, other than annual general
meetings
21.That a general meeting other than an annual general meeting
may be called on not less than 14 clear days’ notice.
Authority to purchase own shares
22.That the Company be and is hereby unconditionally and generally
authorised for the purpose of section 701 of the Companies Act 2006
to make market purchases (as defined in section 693 of the Act) of
ordinary shares of 1 pence each in the capital of the Company on such
terms and in such manner as the Directors may determine provided
that:
(a)the maximum number of shares which may be purchased is
100,000,000;
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Explanatory Notes
An explanation of each of the resolutions is set out below:
Annual Report and Financial Statements
Resolution 1 is to receive and consider the reports of the Directors and
the Auditors and the audited accounts for the financial year ended 30
March 2014. The Directors are required to present to the meeting the
annual accounts and reports which are contained in the Annual Report
and Financial Statements.
Remuneration
Resolution 2 is to approve the Directors’ Remuneration Policy which is
set out in full in the Directors’ Remuneration Report on pages 59 to 63
of the Annual Report and Financial Statements.
Section 439A of the Companies Act 2006 requires that the
Remuneration Policy is now subject to a separate resolution for
shareholder approval. The vote is binding and once the Directors’
Remuneration Policy is approved the Company will not be able to
make a remuneration payment to a current or past director, unless
that payment is consistent with the policy or has been approved by a
resolution of the members of the Company.
Resolution 3 is to approve the Directors’ Remuneration Report on
pages 58 to 69 of the Annual Report and Financial Statements
(excluding the part containing the Directors’ Remuneration Policy).
Section 439 of the Companies Act 2006 requires that a Remuneration
Report is put to a vote of shareholders at the Annual General Meeting.
This vote is advisory and the Directors’ entitlement to receive
remuneration is not conditional on it.
Final Dividend
Resolution 4 recommends that a final dividend of 13.3 pence per
ordinary share be declared for the year ended 30 March 2014. If
approved, the recommended final dividend will be paid on 31 July
2014 to all shareholders whose names appear on the Register of
Members on 4 July 2014.
The Company has announced that a Dividend Re-investment Plan
(‘DRIP’) will be introduced. The DRIP allows for eligible shareholders
to reinvest their cash dividend by purchasing additional ordinary
shares in the Company. For further information, please visit
www.royalmailgroup.com/investor-centre. Completed application forms
should be sent to the Company’s Registrar, Equiniti, by no later than
5.00pm on Thursday 10 July 2014.
Directors
Resolutions 5 to 13 are to approve the election of the Directors of the
Board. As this is Royal Mail’s first Annual General Meeting and in
accordance with the UK Corporate Governance Code, all Directors
will retire and those willing to serve again will submit themselves
for election.
The Directors believe that the Board offers an appropriate balance of
knowledge and skills and that all the Non-Executive Directors are
independent in character and judgement.
The Nomination Committee, which considers the balance of the Board
and the mix of skills, knowledge and experience of its members, has
considered and recommends to the Board the appointment of all of
the Directors of the Company standing for election.
The Chairman confirms that, following formal performance evaluation,
the Non-Executive Directors continue to demonstrate effective
performance and commitment to the role.
Biographical details of each of the Directors standing for election are
as follows:
Donald Brydon – Non-Executive Director
Donald had a 20-year career with Barclays Group, during which time
he was Chairman and Chief Executive of BZW Investment Management
and acting Chief Executive of BZW followed by 15 years with the
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AXA Group, including holding the posts of Chairman and Chief
Executive of AXA Investment Managers and Chairman of
AXA Framlington. He has since chaired several FTSE 100 companies,
in addition to his experience of a wide range of domestic and
international industries. Donald joined the board of Royal Mail Holdings
plc in January 2009, the holding company of the Royal Mail Group at
the time and became Chairman of Royal Mail Group in March 2009.
Donald is also Chairman of The Sage Group Plc.
Committee membership: Chairman of the Nomination Committee and
a member of the Remuneration Committee.
Moya Greene – Executive Director
Moya started her career in public service in 1979 and held various
posts in a variety of departments culminating in the position of
Assistant Deputy Minister for Transport Canada. Her experience in the
financial sector includes Managing Director, Infrastructure Finance at
TD Securities Inc., and Senior Vice President, Retail Products, at
Canadian Imperial Bank of Commerce. Moya became President and
Chief Executive Officer of Canada Post Corporation in 2005. In that
role, she led a wide-ranging transformation programme to improve
quality of service and efficiency across the organisation. Moya is
currently a Director of Tim Hortons in Canada.
Committee membership: Chair of the Chief Executive’s Committee.
Matthew Lester – Executive Director
Matthew was previously Group Finance Director of ICAP plc for five
years and has held a number of senior finance roles at Diageo plc,
including Group Financial Controller and Group Treasurer. Matthew is
a Non-Executive Director of Man Group plc and a main committee
member of the 100 Group of Finance Directors, where he is Chairman
of its Investor Relations and Markets Committee.
Committee membership: Member of the Chief Executive’s Committee
and the Pensions Committee.
John Allan - Non-Executive Director
John is currently Chairman of Dixons Retail plc, Care UK Health &
Social Care Holdings Limited and Ship Midco Ltd (trading as WorldPay
Limited). He is to become a Non-Executive Director and Chairman
Designate of Barratt Developments plc from 1 August 2014 and will
become Chairman following Barratt Developments plc’s AGM on
12 November 2014.
Committee membership: Member of the Audit & Risk Committee.
Nick Horler – Non-Executive Director
Nick was previously Chief Executive Officer of Scottish Power and has
held senior strategic roles in major companies, both in the UK and
abroad including being Managing Director of E.ON UK plc and MD
Powergen Energy Trading Limited. Nick is currently a Non-Executive
Director of The Go-Ahead Group plc (member of Audit, Remuneration
and Nomination Committees) and a Non-Executive Director of
Thames Water Utilities Limited. Nick is also Chairman at Alderney
Renewable Energy Ltd and Chairman of Meter Provida Ltd.
Committee membership: Member of the Audit & Risk Committee and
the Nomination Committee.
Cath Keers – Non-Executive Director
Cath was previously Customer Director and Marketing Director of
02 UK and has held various marketing, strategy and business
development roles at Next, Sky TV, Avon and Thorn EMI. Cath is
currently a Non‑Executive Director of Telefónica Europe, Home Retail
Group plc and the insurance group Liverpool Victoria Friendly Society
Limited (LV=). Cath has chaired the Remuneration and Nomination
Committee at LV= since May 2011 and has chaired the Remuneration
Committee at Home Retail Group since July 2012.
Committee membership: Member of the Audit & Risk Committee and
the Nomination Committee.
Paul Murray – Non-Executive Director
Paul has been Chairman of the Audit & Risk Committee since August
2009 and is Audit Committee Chairman at Qinetiq plc. He was Group
Finance Director of Carlton Communications plc and of LASMO plc.
Paul is currently Non-Executive Director of Independent Oil and Gas
plc, Naked Energy Ltd, Qinetiq Group plc and Ventive Ltd. In addition,
Paul is a Treasurer of Pilotlight. Formerly Senior Independent Director
of Taylor Nelson Sofres plc and Non-Executive Director of Thomson
SA and of Tangent Communications plc.
The Board is therefore seeking authority to make political donations to
EU political organisations and independent election candidates not
exceeding £50,000 in total. In line with best practice guidelines
published by the Association of British Insurers (‘ABI’), this resolution
is put to shareholders annually rather than every four years as
required by the Act. For the purposes of this resolution, the terms
‘political donations’. ‘political organisations’, ‘independent election
candidates’ and ‘political expenditure’ shall have the meanings given to
them in sections 363 to 365 of the Act.
Committee membership: Chairman of the Audit & Risk Committee,
member of the Pensions Committee and the Remuneration Committee.
Long Term Incentive Plan
Resolution 17 is to approve the Royal Mail Group Long-Term Incentive
Plan 2014 (‘LTIP’). The aim of the Plan is to drive and reward delivery
of sustained long-term financial and operational performance and to
align the rewards received by Directors with the returns received
by shareholders.
Orna Ni-Chionna – Non-Executive Director
Orna is a former Partner at McKinsey & Company, where she
specialised in serving retail and consumer clients. Currently Chair of
the Advisory Board at Eden McCallum LLP and a Trustee of the
National Trust. Formerly Senior Independent Director of HMV plc,
Northern Foods plc and of BUPA and a Non-Executive Director of
Bank of Ireland UK Holdings plc, Bristol & West plc and Saga plc.
Committee membership: Chair of the Remuneration Committee,
member of the Audit & Risk Committee and the Nomination Committee.
Les Owen – Non-Executive Director
Les is a qualified actuary with 35 years’ experience in the financial
services industry. From 2000 to 2006, he was the Group Chief
Executive Officer of AXA Asia Pacific Holdings Limited. He was also
CEO of AXA Sun Life plc, a member of the Global AXA Group Executive
Board and responsible for AXA’s Asian Life Insurance and Wealth
Management operations. Les is currently Non-Executive Chairman of
Jelf Group plc and Non-Executive Director of Computershare, CPP
Group plc, Just Retirement Group plc and of Discovery Holdings,
a South African listed health and life insurer. He previously was a NonExecutive Director of Post Office Limited.
Committee membership: Chairman of the Pensions Committee,
member of the Audit & Risk Committee and the Remuneration
Committee.
Auditors
Resolution 14 is to approve the appointment of the Auditors, Ernst &
Young LLP who are being elected for the first time. The Auditors will
hold office until the conclusion of the next general meeting at which
accounts are laid.
Resolution 15 is to authorise the Directors to determine the
remuneration of the Auditors. The Audit & Risk Committee will approve
the audit fees.
Political donations
Resolution 16 is to approve the limit of financial political contributions
that the Company can make. The Company has a firm policy NOT to
make donations to, or incur expenditure on behalf of, EU political
parties, other political organisations or independent election candidates
and the Directors have no intention of using the authority for that
purpose. However, the Act contains restrictions on companies making
political donations or incurring EU political expenditure unless
authorised by shareholders in advance, and as the Act defines political
donations very broadly, it is possible that normal business activities
(such as sponsorship, subscriptions, payment of expenses, paid leave
for employees fulfilling certain public duties, and support for bodies
representing the business community in policy review or reform),
which might not be thought of as political expenditure in the usual
sense, could be caught. Shareholder approval is being sought on a
precautionary basis only, to ensure that neither the Company nor any
company, which at any time during the period for which this resolution
has effect, is a subsidiary of the Company commits any technical
breach that could arise from the uncertainty generated by the wide
definitions contained within the Act when carrying out activities in
furtherance of its legitimate business interests.
Operation
The Remuneration Committee of the Board of Directors of the
Company (the ‘Committee’) will supervise the operation of the LTIP.
Eligibility
Any employee of the Company and its subsidiaries will be eligible to
participate in the LTIP at the discretion of the Committee.
Grant of awards
It is currently intended that the first awards to acquire ordinary shares
in the Company (‘shares’) under the LTIP will be granted immediately
after the 2014 Annual General Meeting of the Company if shareholder
approval of the LTIP is obtained at that meeting. These awards will
represent the 2014 annual awards under the LTIP.
The Committee may also grant awards within the period of six weeks
following the Company’s announcement of its results for any period. In
addition, the Committee may grant awards at any other time when the
Committee considers there are exceptional circumstances which
justify the granting of awards.
The Committee may grant awards as conditional share awards or as
nil (or nominal) cost options. The Committee may also decide to grant
cash-based awards of an equivalent value to share-based awards or
to satisfy share-based awards in cash, although it does not currently
intend to do so.
An award may not be granted more than 10 years after shareholder
approval of the LTIP.
No payment is required for the grant of an award. Awards are not
transferable, except on death. Awards are not pensionable.
Individual limit
An employee may not receive awards in any financial year over shares
having a market value in excess of a value stated in the prevailing
directors’ remuneration policy approved by shareholders. That value
will be expressed as a percentage of salary.
Performance conditions
The vesting of awards made to Executive Directors will be subject to
performance conditions set by the Committee. Details of the
performance conditions applying to the first set of awards are
contained in the Directors’ Remuneration Report of the Company’s
2013/2014 Annual Report and Accounts. Awards made to below
Board employees may (but do not have to) be subject to performance
conditions and different performance conditions may be set from
those applying to Executive Directors.
The Committee can set different performance conditions from those
set for the initial awards for future awards provided that, in respect of
the awards made to the Executive Directors and in the reasonable
opinion of the Committee, the new performance conditions are not
materially less challenging in the circumstances than those set for the
initial awards.
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The Committee may vary any performance conditions applying to
existing awards if an event has occurred which causes the Committee
to consider that it would be appropriate to amend the performance
conditions provided the Committee considers the varied conditions are
fair and reasonable and not materially less challenging than the
original conditions would have been but for the event in question.
Vesting of awards
Awards to Executive Directors will normally vest three years after
grant provided the individual is still employed in the Company’s group
and subject to the satisfaction of the applicable performance
conditions. Awards granted to below Board employees may vest at a
time set by the Committee. If the awards are structured as nil or
nominal cost options then these awards will normally be exercisable
up until the tenth anniversary of grant unless they lapse earlier.
Holding Period
The Committee may specify a holding period in respect of any post tax
vested shares, although such a holding period would be agreed
between the Committee and participants and as such would sit outside
the rules of the LTIP.
Dividend equivalents
The Committee may decide that participants will receive a payment (in
cash and/or shares) on or shortly following the vesting/exercise of
their awards, of an amount equivalent to the dividends that would
have been paid on those shares between the time when the awards
were granted and the date of vesting. This amount may assume the
reinvestment of dividends. Dividend equivalents will not normally
include special dividends.
Leaving employment
As a general rule, an award will lapse on a participant giving notice of
his termination of employment or directorship or, in the absence of
such notice, on him ceasing to hold employment or be a director within
the Company’s group. However, if a participant ceases to be an
employee or a director for one of the following reasons then their
award will vest rather than lapse: death; ill health, injury or disability
evidenced to the satisfaction of the Committee; agreed retirement;
redundancy (unless attributable to poor performance); the expiry of a
fixed-term contract; their employing company or the business for
which they work being sold out of the Company’s group; or in other
circumstances at the discretion of the Committee. Except in the case
of death, an award of such a ‘good leaver’ will normally vest on the
date when it would have vested if the good leaver had not ceased such
employment or office. The extent to which an award will vest in these
situations will depend upon: (i) the extent to which any performance
conditions have been satisfied over the original performance period;
and (ii) the pro-rating of the award to reflect the reduced period of
time between its grant and the date of cessation, although the
Committee can decide not to pro-rate an award if it regards it as
inappropriate to do so in the particular circumstances.
Alternatively, the Committee may decide that a good leaver’s award
will vest on the date when they cease employment or office rather
than on the original vesting date, subject to: (i) the extent to which any
performance conditions have been satisfied by reference to the date
of cessation; and (ii) pro-rating by reference to the time of cessation as
described above. This approach will be the default approach in the
event of the death of a participant.
Corporate events
In the event of a takeover or winding up of the Company (not being an
internal corporate reorganisation) all awards will vest early subject to:
(i) the extent to which any performance conditions have been satisfied
in accordance with their terms; and (ii) the pro-rating of the awards to
reflect the reduced period of time between their grant and vesting,
although the Committee can decide not to pro-rate an award if it
regards it as inappropriate to do so in the particular circumstances. In
the event of an internal corporate reorganisation awards will be
replaced by equivalent new awards over shares in a new holding
company unless the Committee decides that awards should vest on
the basis which would apply in the case of a takeover.
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If a demerger, special dividend or other similar event is proposed
which, in the opinion of the Committee, would affect the market price
of Shares to a material extent, then the Committee may decide that
awards will vest early on the basis which would apply in the case of a
takeover as described above.
Clawback
The Committee may apply a clawback provision within three years
following vesting if, in the opinion of the Committee, a participant
received more shares than he should have done because of a material
misstatement in financial results or reliance on other misleading or
inaccurate information or there was an error in the assessment of
performance. The Committee may also apply clawback if it is
discovered during such three year period that the conduct of the
individual prior to vesting could, in the opinion of the Committee, have
resulted in the individual being summarily dismissed.
The amount due under the clawback provision may be recovered by
reducing the size of future bonuses and/or existing or future incentive
awards. As a last resort, the Committee may require the individual
concerned to pay back the amount due.
Participants’ rights
Awards will not confer any shareholder rights until the awards have
vested or the options have been exercised and the participants have
received their shares.
Rights attaching to Shares
Any Shares allotted when an award vests or is exercised will rank
equally with Shares then in issue (except for rights arising by reference
to a record date prior to their allotment).
Variation of capital
In the event of any variation of the Company’s share capital or in the
event of a demerger, payment of a special dividend or similar event
which materially affects the market price of the Shares, the Committee
may make such adjustment as it considers appropriate to the number
of Shares subject to an award and/or the exercise price payable (if any).
Overall limits
The LTIP may operate over new issue Shares, Treasury shares or
shares purchased in the market. In any ten calendar year period from
the listing of the Company, the Company may not issue (or grant rights
to issue) more than:
(a) 10% of the issued ordinary share capital of the Company under the
LTIP and any other employee share plan adopted by the Company; and
(b) 5% of the issued ordinary share capital of the Company under the
LTIP and any other executive share plan adopted by the Company
Treasury Shares will count as new issue Shares for the purposes of
these limits unless institutional investor guidelines cease to require
them to so count.
Alterations
The Committee may, at any time, amend the LTIP in any respect,
provided that the prior approval of shareholders is obtained for any
amendments that are to the advantage of participants in respect of
the rules governing eligibility, limits on participation, the overall limits
on the issue of shares or the transfer of treasury shares, the basis for
determining a participant’s entitlement to, and the terms of, the shares
or cash to be acquired and the adjustment of awards.
The requirement to obtain the prior approval of shareholders will not,
however, apply to any minor alteration made 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 for any company in the Company’s group.
Shareholder approval will also not be required for any amendments to
any performance conditions applying to an award.
Overseas plans
The Company may establish further plans for overseas territories
without further shareholder approval provided any such plan is similar
to the LTIP but modified to take account of local tax, exchange control
or securities laws, provided that any shares made available under such
further plans are treated as counting against the limits on individual
and overall participation in the LTIP.
Royal Mail plc Savings-Related Share Option Scheme 2014
Resolution 18 is to approve the Royal Mail plc Savings-Related Share
Option Scheme 2014 (the ‘SAYE Scheme’). The aim of the plan is to
increase employee engagement in the success of the Group by further
aligning the interests of employees with the goal of improving
sustainable shareholder value. A summary of the principal terms of
the SAYE Scheme is as follows:
Structure of the SAYE Scheme
The operation of the SAYE Scheme will be supervised by the Board of
Directors of the Company or a duly authorised committee (the ‘Board’).
Options granted under the SAYE Scheme (‘Options’) will enable
participants to acquire ordinary shares in the Company (‘Shares’). The
exercise price per Share will be not less than 80 per cent of the average
closing mid‑market price of a Share over a period of no more than five
successive dealing days immediately prior to the invitation date. No
payment is required for the grant of an Option.
Eligibility
All employees (including Executive Directors) who have worked for the
Company or a participating subsidiary or subsidiaries of the Company
(together the ‘Group’) for a qualifying period as determined by the
Board (but not to exceed five years) and any other employee nominated
by the Board will be invited to participate in the SAYE Scheme. For the
first award in 2014, the Board currently intends to limit participation
to employees of Royal Mail Group Limited who have been employed
for three months before the invitation date to participate in the award.
Grant of Options
Invitations for the grant of Options may be issued within the 42 day
period following the approval of the SAYE Scheme or within the 42 day
period following the announcement of the Company’s results for any
period. Invitations may also be issued at other times.
Savings Contract and the Right to Acquire Shares
Participants granted an Option under the SAYE Scheme must enter
into a savings contract with a designated savings carrier under which
they make savings, usually by means of a net salary deduction, for a
period of three or five years. These savings, together with any bonus
payments, can be used to acquire shares at the end of the savings
period. For the first award in 2014, the Board currently intends only
to permit three year savings periods. The amounts saved each month
must not be less than £5 and may not exceed the maximum limit
imposed by the relevant legislation (currently £500 per month,
although the Board currently intends to limit the maximum savings
amount for initial awards to £100 per month). A bonus may be paid on
completion of the savings contract, as set by HM Revenue and Customs
(although currently no bonuses are payable). The Board will specify at
the time of each operation of the SAYE Scheme which length of savings
contract employees may enter into.
Options are normally exercisable during a six month period following
the end of the savings period under the relevant savings contract.
Options not exercised within this six month period will lapse.
Leaving Employment
Normally, options lapse on leaving employment. However, if a
participant ceases employment with any Royal Mail Group company
by reason of death, injury or disability, redundancy, retirement or on
the sale of their employing company or business out of the Royal Mail
Group, options may be exercised during a six month period following
cessation of employment, or a 12 month period following death.
If any Option is exercised early, a participant (or his or her personal
representatives) may only exercise the Option using his or her savings
made (together with, if relevant, any interest or bonus due).
Corporate Events
Options may be exercised in the event of a takeover, scheme of
arrangement or winding-up of the Company, using savings made
(together with, if relevant, any interest or bonus due).
In the event of another company acquiring control of the Company,
participants may, in certain circumstances, be allowed to exchange
their Options for options of equivalent value over shares in the
acquiring company.
Variation in Share Capital
In the event of any variation in the share capital of the Company, the
exercise price and number of Shares over which Options have been
granted may be adjusted in order to maintain the Options’ value.
Operation of the SAYE Scheme
Options will not be granted under the SAYE Scheme more than ten
years after adoption without further shareholder approval, and the
Board will continue to review the operation of the SAYE Scheme
during this period.
Rights Attaching to Shares
An Option will not confer any shareholder rights on participants
(for example, the right to vote the Shares or receive dividends) until
the Option has been exercised.
Any Shares allotted under the SAYE Scheme will rank equally with
other Shares then in issue, but will not qualify for dividends or other
rights arising by reference to a prior record date.
Options granted under the SAYE Scheme are not transferable
(other than to a participant’s personal representatives in the event of
his or her death) and do not form part of pensionable earnings.
Alterations to the SAYE Scheme
The Board, may, at any time, amend the SAYE Scheme, provided that
the prior approval of shareholders is obtained for any amendments to
the SAYE Scheme which are to the advantage of participants or
potential participants in respect of eligibility, the limits on participation,
the overall limits on the issue of shares or the transfer of treasury
Shares, the basis for determining a participant’s entitlement to, and
the terms of Shares provided under the SAYE Scheme and the
adjustment of Options.
The requirement to obtain the prior approval of shareholders will not,
however, apply to any minor alteration made to benefit the
administration of the SAYE Scheme, any alteration to take account of
a change in legislation or any alteration required to obtain or maintain
favourable tax, exchange control or regulatory treatment for
participants or for any company in the Group.
The Board may establish sub-plans without further shareholder
approval for participants resident in particular jurisdictions in order to
comply with or benefit from local provisions, providing that overall
limits on participation set out above are not exceeded, and the other
applicable provisions of the SAYE Scheme govern such sub-plan.
Limit on the Issue of Shares
The exercise of Options granted under the SAYE Scheme may be
satisfied by the issue of new Shares, treasury shares or Shares
purchased in the market. For the 2014 award, it is currently intended
to satisfy Options by the issue of new Shares. In any ten year period
the Company may not issue (or have the obligation to issue) more than
10 per cent of the issued ordinary share capital of the Company under
any employee share scheme adopted by the Company.
Shares transferred by the Secretary of State for Business, Innovation
and Skills into an employee trust as part of the arrangements for the
admission of Shares to the Official List of the United Kingdom Listing
Authority do not count towards this limit.
9
Treasury shares will count as newly-issued Shares for the purposes of
these limits for so long as institutional investor bodies consider that
they need to be so counted.
Directors Authority to Allot Shares
Resolution 19 is proposed to authorise the Directors to allot ordinary
shares in the capital of the Company without the prior consent of
shareholders for a period expiring at the conclusion of the next Annual
General Meeting of the Company, or if earlier, at the close of business
on 31 July 2015.
Paragraph (a) of resolution 19 will allow the Directors to allot ordinary
shares up to an aggregate maximum nominal amount of £3,333,333
(representing 333,333,333 ordinary shares of 1 pence each). This
amount represents approximately one third of the Company’s issued
share capital on 30 May 2014, the latest practicable date before the
publication of this Notice.
In line with the guidance issued by the ABI, paragraph (b) of resolution
19 would give the Directors authority to allot ordinary shares in
connection with a rights issue in favour of ordinary shareholders up to
an aggregate nominal amount equal to £6,666,666 (representing
666,666,666 ordinary shares of 1 pence each, as reduced by the
nominal amount of any shares issued under paragraph (a) of this
resolution. This amount (before any reduction) (representing two
thirds of the Company’s issued share capital on 30 May 2014, the
latest practicable date before the publication of this Notice.
The authorities sought under paragraphs (a) and (b) of this resolution
will expire at the conclusion of the next Annual General Meeting of the
Company, or if, earlier, at the close of business on 31 July 2015.
The Directors have no present intention to exercise either of the
authorities sought under this resolution, except, under paragraph (a)
to satisfy options under the Company’s share option schemes, but the
Board wishes to ensure that the Company has maximum flexibility in
managing the Group’s capital resources. Where the Board does use
the additional authority described in (b), the Directors intend to follow
best practice as regards to its use as recommended by the ABI.
As at the date of this Notice, no shares are held by the Company
in treasury.
Special Resolutions
Disapplication of pre-emption rights
Resolution 20 is to approve the disapplication of pre-emption rights.
The Companies Act requires that if the Directors wish to allot new
shares these are first offered to shareholders in proportion to their
existing holdings.
The passing of this resolution would allow Directors to allot shares
without first offering them to existing holders in proportion to their
existing holdings. Any issue of ordinary shares under these provisions
would represent no more than 5 per cent of the issued ordinary share
capital of the Company as at 30 May 2014 the latest practicable date
before the publication of this Notice, which is equivalent to a nominal
value of £500,000,
If the Company were to purchase its own shares and hold them in
treasury, this resolution would give the Directors power to sell these
shares for cash to persons other than existing shareholders, subject to
the same limit that would apply to issues of shares for cash to these
persons.
In addition, the resolution authorises the Directors to issue shares for
cash in connection with a rights issue on a non pre-emptive basis.
In applying the powers to be granted by virtue of this resolution, the
Company intends to adhere to the Pre-Emption Groups’ Statement of
Principles which provides that no more than 7.5 per cent of the issued
share capital should be issued on a non pre-emptive basis over a
rolling three–year period without prior consultation with shareholders.
10
Notice period for general meetings, other than annual
general meetings
Resolution 21 is to approve that general meetings of the Company
(other than an Annual General Meeting) may be called on 14 clear
days’ notice. The notice period required by the Companies Act 2006
for general meetings of the Company is 21 clear days unless (i)
shareholders approve a shorter notice period, which cannot however
be less than 14 clear days and (ii) the Company offers the facility for all
shareholders to vote by electronic means. Annual General Meetings
must always be held on at least 21 clear days’ notice. It is intended that
the flexibility offered by this resolution will only be used for timesensitive, non-routine business and where merited in the interests of
shareholders as a whole. The approval will be effective until the
Company’s next Annual General Meeting, when it is intended that
a similar resolution will be proposed.
Authority to purchase own shares
Resolution 22 is to approve the authority of the Company to purchase
its own ordinary shares in the market. The authority limits the number
of shares that could be purchased to a maximum of 100,000,000
ordinary shares (equivalent to 10 per cent of the Company’s issued
ordinary share capital as at 30 May 2014, the latest practicable date
prior to publication of this document) and sets a minimum and
maximum price. This authority will expire at the end of the AGM
in 2015 or the close of business on 31 July 2015, whichever is
the earlier.
Whilst HMG holds 29.9 per cent. in the capital of the Company, any
market purchase would most likely be subject to prior consultation
with the Takeover Panel and would be likely to require further
shareholder approval. This is because a market purchase of the
Company’s shares could increase HMG’s interest to at least 30 per cent
of the Company’s voting rights and so technically trigger a mandatory
offer obligation under Rule 9 of the Takeover Code, which the Directors
have no intention of doing. However, the Takeover Panel, will in certain
circumstances, waive the resulting obligation to make a mandatory
offer if, amongst other things, there is prior shareholder approval and
a specified procedure is followed.
The Directors have no present intention of exercising the authority to
purchase the Company’s ordinary shares but will keep the matter
under review, taking into account the level of HMG’s interest in the
capital of the Company, the financial resources of the Company, the
Company’s share price and future funding opportunities. The Directors
will exercise this authority only when to do so would be in the best
interests of the Company, and of its shareholders generally, and could
be expected to result in an increase in the earnings per share of the
Company. Any purchases of ordinary shares would be by means of
market purchases through the London Stock Exchange.
Listed companies purchasing their own shares are allowed to hold
them in treasury as an alternative to cancelling them. Any shares we
buy under this authority may either be cancelled or held in treasury.
No dividends are paid on shares whilst held in treasury and no voting
rights attach to treasury shares.
As at 30 May 2014 (the latest practicable date prior to the publication
of this document), there were no outstanding options over the
Company’s issued share capital.
Notes:
1. Biographies of the Directors seeking election are detailed in full in
the Annual Report and Financial Statements 2013/2014, including
membership of the principal committees. The terms of their service
contracts are such that Moya Greene’s contract includes a notice
period of six months, with the contract terminating immediately on
notice by the Company. The terms of Matthew Lester’s contract are
such that he is required to give six months’ notice with the contract
terminating immediately on notice by the Director. Non-Executive
Directors have agreements for service which can be terminated by the
individual giving one month’s notice.
2. Registered Shareholders: Members are entitled to appoint a proxy
to exercise all or any of their rights to attend, speak and vote on their
behalf at the AGM. Members may appoint more than one proxy in
relation to the AGM provided that each proxy is appointed to exercise
the rights attached to a different share or shares held by that
shareholder. A proxy need not be a shareholder of the Company.
A proxy form which may be used to make such appointment and give
proxy instructions accompanies this notice. If you do not have a proxy
form or if you require additional proxy forms (to appoint more than
one proxy), please photocopy the enclosed proxy form and indicate the
number of shares in relation to which they are authorised to act as
your proxy next to the proxy holder’s name. If a proxy is being
appointed for less than your full entitlement, please enter the number
of shares in relation to which they are entitled to act next to the
shareholder’s name The proxy form accompanying this notice assumes
you wish to vote on all of your shares in the same way. To vote only
part of your holding or to vote some shares one way and some another,
please contact the shareholder helpline on 0871 384 2656*. All proxy
forms must be signed and should be returned together.
3. If you would like to submit your vote electronically, please visit
www.sharevote.co.uk, where there are full instructions. You are
advised to read the terms and conditions of use. If you return paper
and electronic instructions, those received last by the Registrar before
11.00am on Tuesday 22 July 2014 will take precedence. Electronic
communication facilities are available to all shareholders and those
that use them will not be disadvantaged.
4. In the case of joint holders, where more than one of the joint
holders purports to appoint a proxy, only the appointments 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).
5. To be valid any proxy form or other instrument appointing a proxy
together with a certified copy of the power of attorney or other
authority (if any under which it is executed must be received by post
or (during normal business hours only) by hand at Equiniti, Aspect
House, Spencer Road, Lancing, West Sussex, BN99 6DA no later than
11.00am on Tuesday 22 July 2014. For shares held in the Royal Mail
Nominee Share Service or in the Royal Mail Share Incentive Plan,
voting instruction must be received by the Nominee/Trustee by no
later than 5.00pm on Monday 21 July 2014.
6. The return of a completed proxy form, other such instrument or
any CREST proxy instruction (as described in note 13 below) will not
prevent a shareholder attending the AGM and voting in person if he
wishes to do so.
7. Indirect Shareholders: 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) as a proxy for the AGM. 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.
8. The statement of the rights of shareholders in relation to the
appointment of proxies in paragraphs 2 to 5 above does not apply to
Nominated Persons. The rights described in these paragraphs can
only be exercised by the shareholders of the Company. Nominated
persons should contact the Registered holder of the shares and not
the Company on matters relating to their shares.
9. To be entitled to attend speak and vote at the meeting (and for the
determination by the Company of the votes they may cast),
shareholders must be entered on the Register of Members of the
Company by 6.00pm on 22 July 2014 (or, in the event of any
adjournment, 6.00pm on the date which is two business days prior to
the adjourned meeting). Changes to the Register of Members after the
relevant deadline shall be disregarded in determining the rights of any
person to attend speak and vote at the meeting.
10.The following documents are available for inspection at an agreed
time (please ring 020 7449 8001 during normal business hours on
any weekday. Saturdays, Sundays and public holidays excluded), at the
Company’s Registered Office, 100 Victoria Embankment, London,
EC4Y 0HQ. They will also be available for inspection at the National
Exhibition Centre, Birmingham, B40 1NT from 10.00am on 24 July 2014
until the conclusion of the AGM:
(i) copies of the Executive Directors’ service contracts:
(ii) copies of the Non-Executive Directors’ letters of appointment;
(iii) a copy of the Company’s Articles of Association;
(iv) a copy of the LTIP and SAYE rules.
11.You may not use any electronic address provided either in this
Notice of Meeting or any related documents (including the Form of
Proxy) to communicate with the Company for any purposes other than
those expressly stated.
12.As at 30 May 2014, the latest practicable date before the
publication of this Notice, the Company’s issued share capital consists
of 1,000,000,000 ordinary shares of 1 pence each. Ordinary shares
carrying one vote each. Therefore, the total voting rights in the
Company as at 30 May 2014 are 1,000,000,000.
13.CREST members who wish to appoint a proxy or proxies through
the CREST electronic proxy appointment service may do so for the
AGM and any adjournment thereof 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, should refer to their CREST sponsor or voting
service provider, who will be able to take the appropriate action on
their behalf.
14.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 via www.euroclear.com). 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
Equiniti (ID RA19) by 11.00am on Tuesday 22 July 2014. 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 Equiniti 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.
15.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
11
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.
16,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.
17.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.
18.Under section 527 of the Companies Act 2006 members meeting
the threshold requirements set out in that section have the right to
require the Company to publish on a website a statement setting out
any matter relating to (i) the audit of the Company’s accounts (including
the Auditor’s report and the conduct of the audit) that are to be laid
before the AGM; or (ii) any circumstance connected with an auditor of
the Company ceasing to hold office since the previous meeting at
which the annual accounts and financial 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 AGM includes
any statement that the Company has been required under section 527
of the Companies Act 2006 to publish on a website.
19.Any shareholder attending the meeting has a 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.
20.A copy of this Notice, and other information required by section
311A of the Companies Act 2006, can be found at www.royalmailgroup.
com/investor-centre.
* Calls cost 8 pence per minute plus network extras. Lines are open from 8.30am to
5.30pm Monday to Friday, excluding UK public holidays.
12
AGM Schedule
Hall 3, The National Exhibition Centre (the ‘NEC’), Birmingham, B40 1NT
Timings
Date: Thursday 24th July 2014
09.30amDoors open, registration begins
Question Registration Desk opens in Hall 3a.
Tea and coffee available.
10.30am
Doors to Hall 3 open.
11.00am
AGM begins.
Registration
Admission will be through Hall 3a in the NEC which is easily accessed
from Birmingham International train station and also the car parks.
Please plan to arrive before 10.30am to allow enough time for
registration and security clearance, bringing your attendance card
with you. This is attached to the Proxy Form. For shareholders that
have registered for electronic communications, an attendance card
will be sent to you by ticking the ‘intention to attend’ on the online
voting form.
You may also find it helpful to bring this Notice with you so that you
can refer to it at the AGM.
Shareholders should allow 15 to 20 minutes for registration formalities.
Cloakroom facilities
Cloakroom facilities will be available in the registration area.
Shareholders with special needs
The NEC is easily accessible by wheelchair users and has lift access
inside. Anyone accompanying a shareholder in need of assistance will
be admitted to the meeting. Other guests will only be admitted at the
discretion of the Company.
For further arrangements on the special needs facilities at the venue
please call the NEC direct on: 0121 780 4141 or please see
www.thenec.co.uk/visiting-us/disabled-visitors/
Security
Security measures will be in place to ensure your safety at the AGM,
which may include random bag searches and other security checks.
Prohibited items such as sharp implements, glass bottles, etc, will be
removed and stored until the end of the event.
We do not permit cameras or recording equipment to be brought into
the meeting and we would be grateful if you would ensure you switch
off your mobile telephone before the start of the meeting.
Asking questions
Any shareholder attending the AGM has the right to ask questions
during the meeting, but we would ask you to keep your questions and
statements short and relevant to the business of the meeting to allow
everyone who wishes to speak the chance to do so.
To make it easier for shareholders to ask a question, we will be
operating a Question Registration Point in Hall 3a of the NEC before
the start of the meeting. In addition, you will be able to ask a question
during the meeting. Any questions raised but not answered at the
meeting will be reviewed by the Chairman after the AGM and a reply
will be sent in due course. Shareholders who are unable to attend
the meeting can submit a question to the Board by writing to the
Company Secretary at 100 Victoria Embankment, London, EC4Y 0HQ
or email: [email protected]
Voting
Voting on all resolutions will be by way of a paper poll. Your vote
counts whether you are able to attend the meeting or not and we think
poll voting is the fairest approach.
The results of the voting will be announced through a Regulatory
Information Service and will be published on our website
www.royalmailgroup.com or as soon as reasonably practicable
thereafter.
Shareholder Fraud
Fraudsters use persuasive and high-pressure tactics to lure investors
into scams. They may offer to sell shares that turn out to be worthless
or non-existent, or to buy shares at an inflated price in return for an
upfront payment. While high profits are promised, if you buy or sell
shares in this way you will probably lose your money.
5,000 people contact the Financial Conduct Authority (FCA) about
share fraud each year, with victims losing an average of £20,000.
If you are approached by fraudsters please tell the FCA using the
share fraud reporting form at www.fca.org.uk/scams, where you can
find out more about investment scams. You can also call the
FCA Consumer Helpline on 0800 111 6768. If you have already paid
money to share fraudsters you should contact Action Fraud on
0300 123 2040.
Remember: if it sounds too good to be true, it probably is!
Keep Me Posted
Royal Mail Group is a key partner in the Keep Me Posted campaign,
a coalition of more than 50 charities, consumer groups, trade unions
and commercial organisations. The campaign fights for consumers’
rights to choose how they receive important information such as bank
statements, credit card bills and utility statements, whether by post,
electronically or a combination of the two. The campaign wants
consumers to be able to choose, without penalty.
Get your favourite photo next to a stamp
We are pleased to offer you the opportunity to buy a personalised
sheet of 10 stamps at the AGM which would enable you to add a
personal touch to your letters and postcards. Royal Mail’s Smilers®
service allows you to have your photo or that of a loved one printed on
labels next to stamps that can be used for sending mail within the UK,
to Europe or beyond. You have a number of stamp designs to choose
from including one featuring the Union Flag and one with a ‘Hello’
greeting, and you can pick one of three postage rates - basic First
Class, Letters to Europe and Letters to Worldwide.
Prices
Value of Stamps
Price per sheet of 10 stamps
First Class
£10.20
Letters to Europe
£14.45
Letters to Worldwide
£18.50
How to order your Smilers®
To get your Smilers® sheet simply email the photo you want by 11
July 2014 at the latest to [email protected] together
with the following details;• your name and address
• your telephone number (in case we have any queries about your
request)
• the stamp design and postage value you want, namely: First Class
Union Flag; First Class ‘Hello’; Europe Worldwide ‘Hello’
• the number of sheets you would like
Please note that if you are placing multiple orders with different
photos we can only print one photo per sheet. In such cases can you
please specify which stamp you require with each photo.
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We will then arrange for the sheet to be printed and made available
for collection from our Smilers® stand at the AGM.
You do not have to pay for your Smilers® until you pick them up and
you can purchase them using a credit card or debit card (sorry but we
will not be able to accept cash at the stand). Please bear in mind that
the stamp sheets are subject to availability and that if we, for whatever
reason, are unable to provide you with your Smilers® sheet on the day
we will arrange for them to be sent to you as soon as possible to your
nominated address. We will let you know by 23 July 2014 if we are
unable to supply you with your sheet at the AGM.
Instant Smilers® are also available
Alternatively, if you prefer to have an instant Smilers® sheet produced
at the AGM then simply bring along your chosen image on a memory
stick or have your photo taken by us at the stand. We will then print
the sheet while you wait or if there is a big demand for the service we’ll
have it produced and made available for you to collect immediately
after the AGM and before you leave the NEC. The choice of stamps and
values will be subject to availability.
Terms and Conditions
We need to make you aware of the terms and conditions that apply to
the service:
1 You must ensure that:
1.1 you have the right to copy the image contained in the material
you submit; and
1.2 you have obtained the permission of any person (or their parent
or legal guardian) who appears in the material, for their image to be
reproduced.
2 Royal Mail may require you to provide satisfactory evidence of
you having the necessary rights and/or permissions referred to in
paragraph 1.
Transport
By Car
The NEC is located next to junction 6 of the M42, 8 miles east
of Birmingham city centre.
Postcode for Satellite Navigation: B40 1NT.
Free parking will be available at the NEC on the day of the AGM. Please
follow the signpost to the designated car parks on arrival. A free
shuttle bus service is also available from the car parks to the Piazza of
the NEC.
By Train
The NEC is next to Birmingham International rail station.
The NEC entrance is on the right hand side as you exit the station, and
clearly signposted.
Many national rail services run direct to Birmingham International.
By Bus and Coach
Buses to the NEC run from both Birmingham Moor Street and Solihull
stations.
National Express coaches run services between Digbeth coach station,
near Birmingham city centre, to Birmingham Airport. From the
airport, you can get to the NEC in minutes.
Birmingham New Street station is a short walk from Digbeth
coach station.
There are also buses from Digbeth via Moor Street Bus/Rail
Interchange (also in Birmingham city centre): the 900 local bus service
runs every 20 minutes during the day, journey time approximately
30 minutes.
3 Royal Mail may refuse to reproduce submitted material if (or if
Royal Mail believes that):
3.1 you do not or may not have the rights and/or permissions
referred to in paragraph 1;
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3.2 it is or may be defamatory;
3.3 it depicts partial or full nudity;
3.4 it is offensive, obscene or indecent;
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3.5 it promotes any particular religious beliefs or may offend against
any person’s religious beliefs;
3.6 it may be offensive to any social, ethnic or other group;
3.7 it is political in nature or may be identified with a political cause
or campaign;
3.8 it is intended for use in a commercial or business context;
Birmingham
Airport
M42
The National
Exhibition
Centre
3.9 it is not in keeping with Royal Mail’s brand integrity and/or may
otherwise bring Royal Mail into disrepute;
3.10 it consists of or includes stamp imagery; or
3.11 it is in any other way inappropriate to appear on a
Smilers® stamp.
Further details about Smilers® and the wider range of stamp designs
as well as the full service terms and conditions are available with the
service can be viewed at www.royalmail.com/smilers
Don’t forget, if you want to have your customised stamp sheet printed
ready for you to collect at the AGM please ensure you submit your
order to us by 11 July 2014 at the latest.
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Notes
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