St. Ives plc : Chairman’s letter and Notice of AGM 2011
10/27/2011| 04:55am US/Eastern
Recommend:
If you have sold or otherwise transferred all of your St Ives
plc shares, please send this document, together with the
accompanying documents as soon as possible to the purchaser
or transferee, or to the stockbroker, bank or other agent
through whom the sale or transfer was effected, for delivery
to the purchaser or transferee.
St Ives plc One Tudor Street London EC4Y 0AH
27 October 2011
Dear shareholder
I am pleased to send you the Annual Report and Accounts for
2011 with this letter, which contains the Notice of the
Annual General Meeting to be held at 11.00 a.m. on Tuesday,
29 November 2011 and an explanation of the routine and
non-routine business to be put to the meeting. The Notice is
set out on pages 6 and 7 of this document.
A Form of Proxy is separately enclosed.
Routine business
The following Resolutions will be proposed as Ordinary
Resolutions:
Resolution 1 - Receipt of the 2011 Annual Accounts
Under companies legislation the directors of the
Company must present their report and the annual statements
to the Meeting. Shareholders may raise questions relating to
the report and accounts under this Resolution.
Resolution 2 - Approval of the 2011
Remuneration Report
The Remuneration Report for the 52 weeks ended
29 July 2011 has been prepared and is laid before the Meeting
for approval of shareholders in accordance with Section 439
of the Companies Act 2006 ('the 2006 Act'). The vote is
advisory and does not affect the actual remuneration paid to
any individual director. The Directors' Remuneration Report
can be found on pages 46 to 55 in the Annual Report and
Accounts 2011.
Resolution 3 - Declaration of the final dividend for 2011
A final dividend can only be paid after it has been approved
by the shareholders. A final dividend of
3.50 pence per ordinary share is recommended by the directors
for payment to shareholders who are
on the shareholders' register at close of business on
2 December 2011. If approved, the final dividend will be paid
on 23 December 2011.
Resolution 4 - Reappointment of Auditors
The Company is required under Section 489 of the
2006 Act to appoint Auditors at each general meeting at which
the accounts are laid before the Company, to hold office
until the conclusion of the next such meeting.
This Resolution, on the audit committee's recommendation
after undertaking a review described on page 44 in the Annual
Report and Accounts, proposes the reappointment of Deloitte
LLP as Auditors of the Company.
Resolution 5 - Authority for the directors to agree the
Auditors' remuneration
This Resolution authorises the directors, in accordance with
standard practice, to set the remuneration of the
Auditors.
In accordance with its terms of reference, the Audit
Committee will approve their remuneration and terms of
engagement and make recommendations to the board.
Resolutions 6 and 7 - Reappointment of directors retiring by
rotation
The Company's articles of association require that at each
Annual General Meeting: (a) approximately one third of the
directors who are subject to retirement by rotation must
retire; and (b) any director who has held office at the
time
of the two preceding annual general meetings and who did not
retire by rotation at either of them, shall be subject to
retirement by rotation at the Meeting. This year Lloyd
Wigglesworth and I each retire and, being eligible, we offer
ourselves for re-election. Separate resolutions will
be proposed for these reappointments.
Resolution 8 - Reappointment of director appointed since the
last Annual General Meeting
The Company's articles of association also provide that
any person appointed to the board as an additional director
since the last Annual General Meeting must retire at the
next following Annual General Meeting.
Accordingly, Tony Stuart, who was appointed a director from
31 January 2011 will retire at the Meeting and will seek
reappointment.
2 St Ives plc Notice of Annual General
Meeting 2011
Non-routine business
Resolution 9 - Allotment of share capital
This Resolution deals with the directors' authority to allot
shares.
At the Annual General Meeting of the Company held on
30 November 2010, the directors were authorised to allot
relevant securities up to an aggregate maximum nominal amount
of £6,980,000. It is proposed to renew this authority such
that the directors be granted authority to allot shares
in the capital of the Company up to a maximum amount of
£7,474,100, which reflects the ABI guideline limit of
approximately two thirds of the Company's issued ordinary
share capital as at 25 October 2011, together with relevant
securities which may be issued pursuant to outstanding
options under the Group's discretionary share option schemes
and sharesave plans. Of this amount 37,370,500 shares
(representing approximately one third of the Company's issued
ordinary share capital) can only be allotted pursuant to a
rights issue. This power lasts until
the conclusion of the 2012 Annual General Meeting and, for
the purposes of Sections 549, 551 and 559 of the 2006
Act, the directors will propose the renewal of this
authority, mutatis mutandis, to reflect changes to the issued
share capital of the Company and outstanding options
since
25 October 2011.
The directors have no present intention of exercising this
authority, other than in respect of the Group's discretionary
share option schemes and sharesave plans.
The remaining Resolutions will be proposed as
Special Resolutions:
Resolution 10 - Disapplication of statutory pre-emption
rights
Approval is sought for the directors to be able to allot
shares in the capital of the Company pursuant to the
authority granted under Resolution 9 above for cash without
complying with the pre-emption rights in the 2006 Act in
certain circumstances. In the light of the ABI guidelines
described in relation to Resolution 9 above, this
authority
will permit the directors to allot:
(a) shares up to a nominal amount of £7,474,100 (representing
approximately two-thirds of the company's issued share
capital as at 25 October 2011) on an offer to existing
shareholders on a pre-emptive basis. However unless the
shares are allotted pursuant to a rights issue (rather than
an open offer), the
directors may only allot shares up to a nominal amount of
£3,737,000 (representing approximately one-third
of the company's issued share capital) (in each case
subject to any adjustments, such as for fractional
entitlements and overseas shareholders, as the directors see
fit); and
(b) shares up to a maximum nominal value of £560,550,
representing approximately 5% of the issued ordinary share
capital of the Company as at 25 October 2011 otherwise than
in connection with an offer to existing shareholders.
The directors have no present intention of exercising this
authority.
The directors confirm their intention to follow the
provisions of the Pre-emption Group's Statement of Principles
regarding cumulative usage of authorities within a rolling
three-year period. The Principles provide that companies
should not issue shares for cash representing more than
7.5% of the company's issued share capital in any rolling
three-year period, other than to existing shareholders,
without prior consultation with shareholders.
Resolution 11 - Authority for the Company to purchase its own
shares
This Resolution gives the Company authority to buy back its
own ordinary shares in the market as permitted by the 2006
Act. The authority limits the number of shares that could be
purchased to a maximum nominal value
of £1,121,100 (representing approximately 10% of the
Company's issued ordinary share capital as at 25 October
2011) and sets minimum and maximum prices. This authority
will expire at the conclusion of the next Annual General
Meeting or, if earlier, 28 February 2012.
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
financial resources of the Company, the Company's share price
and future funding opportunities. The authority will
be exercised only if the directors believe that to do so
would result in an increase in earnings per share and would
be in the interests of shareholders generally.
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.
No dividends are paid on shares whilst held in treasury and
no voting rights attach to treasury shares.
If Resolution 11 is passed at the Annual General Meeting, it
is the Company's current intention to cancel all of
the shares it may purchase pursuant to the authority granted
to it. However, in order to respond properly to the Company's
capital requirements and prevailing market conditions, the
directors will need to reassess at the time of any and each
actual purchase whether to hold the shares in treasury or
cancel them, provided it is permitted to do so.
St Ives plc Notice of Annual General Meeting
2011 3
As at 25 October 2011, there were options over 3,429,000
ordinary shares in the capital of the Company
representing
3.06% of the Company's issued ordinary share capital.
If the authority to purchase the Company's ordinary shares
was exercised in full, these options would represent
2.97% of the Company's issued ordinary share capital.
The Company does not currently have any treasury shares.
Resolution 12 - Notice for calling a general meeting
The notice period required by the 2006 Act for general
meetings of the Company is 21 clear days unless shareholders
approve a shorter notice period, which cannot be less than 14
clear days (annual general meetings must always be held on at
least 21 clear days' notice). At the AGM 2009, shareholders
authorised the calling of general meetings other than annual
general meetings on not less than 14 clear days' notice and
it is proposed that this authority be granted.
The 2006 Act requires that, in order for a company to be able
to call a general meeting on less than 21 clear days' notice,
the company must make a means of electronic voting available
to all shareholders for that meeting.
The flexibility offered by this resolution will be used
where, taking into account the circumstances, the directors
consider it is appropriate in relation to the business of
the meeting and in the interests of the Company and the
shareholders as a whole.
The authority granted by the resolution, if passed, will be
effective until the Company's next annual general meeting,
when it is intended that a similar resolution will be
proposed.
Resolution 13 - Approval of an all-employee sharesave plan
This Resolution seeks approval to introduce a new
HM Revenue & Customs approved all-employee sharesave plan -
the St Ives Sharesave Plan - to encourage employee share
ownership throughout the Group. The main terms
of the Sharesave Plan are summarised in the Appendix.
The St Ives Sharesave Plan will replace the Company's
existing sharesave plan, the St Ives Savings-Related Share
Option Scheme, which expires on 29 November 2011.
Recommendation
The board considers the Resolutions will promote the success
of the Company and are in the best interests of the Company
and its shareholders as a whole. The directors unanimously
recommend that you vote in favour of the Resolutions as they
intend to do in respect of their own beneficial holdings
which amount in aggregate to 327,251 shares representing
approximately 0.29% of the existing issued ordinary share
capital of the Company.
Yours sincerely
Richard Stillwell
Chairman
4 St Ives plc Notice of Annual General
Meeting 2011
Summary of principal terms of the St Ives Sharesave Plan
(the 'Plan')
Operation
The operation of the Plan will be supervised by the board of
directors of the Company (the 'board'). It will be approved
by HM Revenue & Customs ('HMRC') in order to provide
UK tax-advantaged options to UK employees.
Eligibility
Employees and full-time directors of the Company and any
designated participating subsidiary who are UK resident tax
payers are eligible to participate. The board may
require employees to have completed a qualifying period
of
employment of up to five years before the grant of options.
The board may also allow other employees to participate.
Grant of options
Options can only be granted to employees who enter into HMRC
approved savings contracts, under which monthly savings are
normally made over a period of three or five years. Options
must be granted within 30 days (or 42 days
if applications are scaled back) of the first day by
reference to which the option price is set. The number of
shares over which an option is granted will be such that the
total option price payable for those shares will correspond
to the proceeds on maturity of the related savings
contract.
An option may not be granted more than 10 years after
shareholder approval of the Plan. Options are not
transferable, except on death. Options are not pensionable.
Individual participation
Monthly savings by an employee under all savings contracts
linked to options granted under any sharesave scheme may not
exceed the statutory maximum (currently
£250 in aggregate per month). The board may set a lower limit
in relation to any particular grant.
Option price
The price per Share payable upon the exercise of an option
will not be less than the higher of: (i) 80 per cent. (or
such lesser percentage as may be permitted by the
legislation)
of the middle-market quotation of a Share on the London
Stock Exchange (or a preceding three day average price)
on a date specified in an invitation to participate in the
Plan (or the date immediately preceding the issue of an
invitation); and (ii) if the option relates only to new issue
shares, the nominal value of a Share.
The option price will be determined by reference to dealing
days which fall within six weeks of:
(a) the date of announcement by the Company of its results
for any period;
(b) the day on which the Plan is formally approved by
HMRC;
(c) the day on which a new savings contract prospectus is
announced or comes into force; or
(d) at any other time when the board considers there to be
sufficiently exceptional circumstances which justify offering
options under the Plan.
Exercise of options
Options will normally be exercisable for a six month period
from the third, fifth or seventh anniversary of the
commencement of the related savings contracts. Earlier
exercise is permitted, however, in the following
circumstances:
(a) following cessation of employment by reason of death,
injury, disability, redundancy, retirement on reaching age 60
(or any other age at which the employee is bound to retire
under his terms of employment) or the business or company
that
the employee works for ceasing to be part of the
Company's group;
(b) when an employee reaches 60;
(c) where employment ceases more than three years from grant
for any reason other than dismissal for misconduct; and
(d) in the event of a takeover, amalgamation, reconstruction
or winding-up of the Company, except in the case of an
internal corporate re- organisation when the board may decide
to exchange existing options for equivalent new options over
shares in a new holding company.
Except where stated above, options will lapse on cessation of
employment or directorship with the Company's group.
Shares will be allotted or transferred to participants
within
30 days of exercise.
St Ives plc Notice of Annual General Meeting
2011 5
Overall Plan limits
The Plan may operate over new issue shares, treasury shares
or shares purchased in the market.
In any ten calendar year period, the Company may not issue
(or grant rights to issue) more than 10 per cent of the
issued ordinary share capital of the Company under the Plan
and any other employee share plan adopted by the Company.
Treasury shares will count as new issue shares for the
purposes of these limits unless the institutional investors
decide that they need not count.
Variation of capital
If there is a variation in the Company's share capital then
the board may, subject to HMRC approval, make such adjustment
as it considers appropriate to the number of shares under
option and the option price.
Rights attaching to shares
Any shares allotted when an option is exercised under
the Plan will rank equally with shares then in issue (except
for rights arising by reference to a record date prior to
their allotment).
Alterations to the Plan
The board may amend the provisions of the Plan 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 to be acquired 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 Plan, 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.
Overseas plans
The shareholder resolution to approve the Plan will allow
the board, without further shareholder approval, to establish
further plans for overseas territories, any such plan to be
similar to the Plan, 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 Plan.
6 St Ives plc Notice of Annual General
Meeting 2011
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting of St
Ives plc (the 'Company') will be held at One Tudor Street,
London EC4Y 0AH on Tuesday, 29
November 2011 at 11.00 a.m. for the following purposes:
Routine business
1. To receive and adopt the audited financial statements for
the fifty two weeks ended 29 July 2011 together with the
reports of the directors and Auditors.
2. To approve the Directors' Remuneration Report for the
2010/2011 financial year.
3. To declare a final dividend of 3.50p per ordinary
share.
4. To re-appoint Deloitte LLP as Auditors to the Company.
5. To authorise the directors to fix the remuneration of the
Auditors.
6. To re-appoint Richard Stillwell, who is retiring from
office by rotation, as a director of the Company.
7. To re-appoint Lloyd Wigglesworth, who is retiring from
office by rotation, as a director of the Company.
8. To re-appoint Tony Stuart, who was appointed since the
last Annual General Meeting, as a director of
the Company.
Non-routine business
To consider and, if thought fit, to pass the following
resolutions of which resolutions 9 and 13 will be proposed as
Ordinary Resolutions and resolutions
10, 11 and 12 will be proposed as Special Resolutions:
9. THAT the directors be and they are hereby generally and
unconditionally authorised in accordance with section 551 of
the Companies Act 2006 to exercise all the powers of the
Company to allot shares in
the Company and to grant rights to subscribe for, or to
convert any security into, shares in the Company
('Rights'):
(a) up to an aggregate nominal amount of
£4,079,950; and
(b) up to a further aggregate nominal amount of
£3,737,000 provided that:
(i) they are equity securities (within the meaning of section
560(1) of the Companies Act 2006); and
(ii) they are offered by way of a rights issue to holders of
ordinary shares on the register of members at such record
dates as the directors may determine where the equity
securities respectively attributable to the interests of the
ordinary shareholders are proportionate (as nearly as may be
practicable) to the respective numbers of ordinary shares
held by them on any such record dates, subject to such
exclusions
or other arrangements as the directors may deem necessary or
expedient to deal with treasury shares, fractional
entitlements or legal or practical problems arising under the
laws of
any overseas territory or the requirements of any regulatory
body or stock exchange or by virtue
of shares being represented by depositary
receipts or any other matter,
provided that this authority shall expire on the date of the
next Annual General Meeting of the Company or, if earlier, on
28 February 2012, save that the Company shall be entitled to
make offers or agreements before the expiry of such authority
which would or might require shares to be allotted or Rights
to be granted after such expiry and the directors shall be
entitled to allot shares and grant Rights pursuant to any
such offer or agreement as if this authority had not expired;
and all unexercised authorities previously granted to the
directors to allot shares and grant Rights be and are hereby
revoked.
10. THAT the directors be and they are hereby empowered
pursuant to section 570 and section 573 of the Companies Act
2006 to allot equity securities (within
the meaning of section 560 of that Act) for cash either
pursuant to the authority conferred by Resolution 9 above or
by way of a sale of treasury shares as if section 561(1) of
that Act did not apply to any such allotment provided that
this power shall be limited to:
(a) the allotment of equity securities in connection with an
offer of securities (but in the case of the authority granted
under paragraph (b) of Resolution
9 by way of rights issue only) in favour of the holders
of ordinary shares on the register of members at such record
dates as the directors may determine where the equity
securities respectively attributable to the interests of the
ordinary shareholders are proportionate (as nearly as may be
practicable)
to the respective numbers of ordinary shares
held by them on any such record dates, subject to such
exclusions or other arrangements as the directors may deem
necessary or expedient to deal with treasury shares,
fractional entitlements
or legal or practical problems arising under the laws of any
overseas territory or the requirements of
any regulatory body or stock exchange or by virtue of shares
being represented by depositary receipts or any other matter;
and
St Ives plc Notice of Annual General Meeting
2011 7
(b) the allotment (otherwise than pursuant to sub- paragraph
(a) of this Resolution 10 to any person or persons of equity
securities up to an aggregate nominal amount of £560,550.
and shall expire upon the expiry of the general authority
conferred by Resolution 9 above, save that the Company shall
be entitled to make offers or agreements before the expiry of
such power which would or might require equity securities to
be allotted after such expiry and the directors shall be
entitled to allot equity securities pursuant to any such
offer or agreement as if the power conferred hereby had not
expired.
11. THAT the Company be generally and unconditionally
authorised to make market purchases (within the meaning of
section 693(4) of the Companies Act 2006) of ordinary shares
of 10p each of the Company on such terms and in such manner
as the directors may from time to time determine, provided
that:
(a) the maximum number of ordinary shares hereby authorised
to be acquired is 11,211,000 (representing approximately 10%
of the issued ordinary share capital of the Company as at
25 October 2011);
(b) the minimum price which may be paid for any such share is
10p;
(c) the maximum price which may be paid for any such share is
the higher of (i) an amount equal to 105% of the average of
the middle market quotations for an ordinary share in the
Company as derived from
The London Stock Exchange Daily Official List
for the five business days immediately preceding the day on
which such share is contracted to
be purchased and (ii) the amount stipulated by
Article 5(1) of the EU Buy-back and Stabilisation Regulation
(being the higher of the price of the last independent trade
and the highest current independent bid for an ordinary share
in the Company on the trading venues where the market
purchases by the Company pursuant
to the authority conferred by this Resolution 11 will be
carried out);
(d) the authority hereby conferred shall expire on the date
of the next Annual General Meeting
or 28 February 2012 whichever is earlier unless previously
renewed, varied or revoked by the Company in general meeting;
and
(e) the Company may make a contract to purchase its ordinary
shares under the authority hereby conferred prior to the
expiry of such authority, which contract will or may be
executed wholly or partly after the expiry of such authority,
and may purchase its ordinary shares in pursuance of any such
contract.
12. THAT a general meeting other than an annual general
meeting may be called on not less than 14 clear
days' notice.
13. THAT the rules of the St Ives Sharesave Plan (the 'Plan')
referred to in the Chairman of the board's letter to
shareholders dated 27 October 2011 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:
(a) make such modifications to the Plan as they
may consider appropriate to take account of the requirements
of HMRC and 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
(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.
By order of the board
Philip Harris
Secretary
27 October 2011
Registered number 1552113
Registered office: One Tudor Street London EC4Y 0AH
8 St Ives plc Notice of Annual General
Meeting 2011
Notes
1. A shareholder of the Company entitled to attend and vote
at the Annual General
Meeting 2011 ('AGM') is entitled to appoint one or more
proxies to exercise all or any of his rights to attend, speak
and vote at the meeting provided that each proxy is appointed
to exercise the rights attaching to different shares held by
the shareholder. A proxy need not be a member of the Company
but must attend
the AGM to represent you.
2. The appointment of a proxy or proxies does not preclude a
shareholder from attending the AGM and voting in person. A
form of proxy is enclosed for use by shareholders.
3. To appoint more than one proxy (unless you are appointing
your proxies via the CREST electronic proxy appointment
service), please photocopy the form of proxy. Please insert
the name and address (in CAPITAL letters) of each of your
proxies on a separate copy of the form of proxy. On each copy
of the form of proxy you must also include the number of
shares in respect of which each proxy is appointed (which, in
aggregate, should not exceed the number of shares held by
you) and indicate how you wish each proxy to vote or abstain
from voting. You may not appoint more than one proxy to
exercise the rights attached to any one share. Please also
indicate by ticking the box that the proxy is one of multiple
instructions being given. Additional proxy form(s) may be
obtained by contacting the Registrars' helpline: Calls from
the
UK; 0871 664 0300 (calls cost 10 per minute plus network
extras). Calls from overseas
+44 20 8639 3399. If you wish to appoint the Chairman as one
of your multiple proxies, simply leave the wording of 'the
Chairman of the Meeting' on the relevant copy of the form of
proxy. Please ensure you sign and date each copy of the form
of proxy and, if returned by post, include them in the same
envelope.
4. To change your proxy instructions you may return a new
proxy appointment using the methods set out above. Where you
have appointed a proxy using the hard copy proxy form and
would like to change the instructions using another hard copy
proxy form, please contact the registrars (whose phone number
is given in the preceding paragraph). The deadline for
receipt of proxy appointments (see above) also applies in
relation to amended instructions. Any attempt to terminate or
amend a proxy appointment received after the relevant
deadline will be disregarded. Where two or more valid
separate appointments of proxy are received in respect of the
same share
in respect of the same meeting, the one which is last sent
shall be treated as replacing and revoking the other or
others.
5. In order to be valid, the form of proxy must be received
by the Company not less than
48 hours before the time of the AGM and be returned by one of
the following methods: either (i) in hard copy form by post,
by courier or by hand to St Ives plc's Registrars, Capita
Registrars, (PXS), The Registry, 34 Beckenham Road,
Beckenham, Kent,
BR3 4TU; or (ii) in the case of CREST members, by utilising
the CREST electronic proxy appointment service in accordance
with the procedures set out in note 6 below.
6. CREST members
who wish to appoint a proxy or proxies by utilising the CREST
electronic proxy appointment service may do so by utilising
the procedures described in the CREST Manual on the Euroclear
website (www.Euroclear.com/CREST).
CREST personal members or other CREST sponsored members, and
those CREST members who have appointed a voting service
provider(s), should refer to their CREST sponsor or voting
service provider(s), who will be able to take the appropriate
action on their behalf. In order for a proxy appointment made
by means of CREST
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 instructions, as
described in the CREST Manual. The message, regardless of
whether it relates to
the appointment of a proxy or to an amendment to the
instruction given to a previously appointed proxy must, in
order to be valid, be transmitted so as to be received
by St Ives plc's Registrars (ID RA10) by the latest time(s)
for receipt of proxy appointments specified in the notice of
meeting. For this purpose, the time of receipt will be taken
to be the time (as determined by the time stamp applied to
the message by the CREST Applications Host) from which the
Company's Registrars are able to retrieve the message by
enquiry to CREST in the manner prescribed by CREST.
The Company may treat as invalid a CREST Proxy Instruction in
the circumstances set out in the Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001. 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 messages. Normal system timings and limitations
will therefore apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST
personal member or sponsored member or has appointed
a voting service provider(s), to procure that his CREST
sponsor or voting service provider(s) take(s)) such action as
shall be necessary to ensure that a message is transmitted by
means of the CREST system by any particular time. In this
connection, CREST members and, where applicable, their CREST
sponsors or voting service providers are referred, in
particular, to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings.
7. A member of the Company which is a corporation may
authorise a person or persons to act as its representative(s)
at the AGM. In accordance with the provisions of the
Companies Act 2006, each such representative may exercise (on
behalf of the corporation) the same powers as the corporation
could exercise if it were an individual member of the
Company, provided that he does not do so in relation to the
same shares. It is no longer necessary to nominate a
designated corporate representative.
8. A copy of this notice has been sent for information only
to persons who have been nominated by a member to enjoy
information rights under section 146 of the Companies Act
2006 (a 'Nominated Person'). The rights to appoint a proxy
can not be exercised by a Nominated Person: they can only be
exercised by the member. However, a Nominated Person may have
a right under an agreement between him and the member by whom
he was nominated to be appointed as a proxy for the meeting
or to have someone else so appointed. If a Nominated Person
does not have such a right or does not wish to exercise it,
he may have a right under such
an agreement to give instructions to the member as to the
exercise of voting rights.
9. Pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001, in order to be able to attend and vote at
the AGM or any adjourned meeting, (and also for the purposes
of calculating how many votes a person may cast), a person
must have his/her name entered on the register of members of
the Company by no later than
48 hours before the time appointed for the meeting. Changes
to entries on the register of members after this time shall
be disregarded in determining the rights of any person to
attend or vote at the meeting.
10. Members satisfying the thresholds in section 527 of the
Companies Act 2006 can require the Company to publish a
statement on its website setting out any matter relating to
(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 meeting; or (b) any circumstances connected
with an auditor of the Company ceasing to hold office
since the last annual general meeting, that the members
propose to raise at the AGM. The Company cannot require the
members requesting the publication to pay its expenses. Any
statement placed on the website must also be sent to the
Company's auditors no later than the time it makes its
statement available on the website.
The business which may be dealt with at the AGM includes any
statement that the Company has been required to publish on
its website.
11. The Company must cause to be answered at the AGM any
question relating to the business being dealt with at the AGM
which is put by a member attending the AGM (except in certain
circumstances, including if it is undesirable in the
interests of the Company or the good order of the meeting
that the question be answered or if to
do so would involve the disclosure of confidential
information).
12. The contents of this notice of meeting, details of the
total number of shares in respect of which members are
entitled to exercise voting rights at the AGM, the total
voting rights that members are entitled to exercise at the
AGM, details of the totals of the voting rights that members
are entitled to exercise at the AGM and, if applicable,
any members' statements, members' resolutions or members'
matters of business received by the Company after the date of
this notice will be available on the Company's website
(www.st-ives.co.uk).
13. As at 25 October 2011 (being the last business day prior
to the publication of this Notice of AGM) the Company's
issued share capital consisted of 112,111,622 ordinary
shares, carrying one vote each. Therefore, the total voting
rights in the Company as at 25 October 2011 were 112,111,622.
The Company does not hold any shares in treasury.
14. Copies of the directors' service contracts and letters of
appointment with the Company, are available for inspection at
the Company's registered office, which is at One Tudor
Street, London EC4Y 0AH, during normal business hours on any
weekday (Saturdays, Sundays and English public holidays
excepted) from the date of posting of this document, up to,
and including, the date of the AGM and will also be available
at the place of the AGM from 15 minutes prior to and during
the AGM.
15. A copy of the draft rules of the St Ives Sharesave Plan
will be available for inspection at the offices of Hewitt New
Bridge Street, 10 Devonshire Square, London EC2M 4YP and at
the Company's registered office at One Tudor Street, London,
EC4Y 0AH during normal business hours on any weekday
(Saturdays, Sundays and English public holidays excepted)
from the date of posting of this document, up to, and
including, the date of the AGM and will also be available at
the place of the AGM
from 15 minutes prior to and during the AGM.
16. You may not use any electronic address provided in this
notice of meeting to communicate with the Company for any
purposes other than those expressly stated.
17. In respect of the directors' power to allot shares, the
aggregate nominal amount as set out in resolution 9(a) has
been adjusted to take account of shares reserved pursuant
to share options.
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