DIGITAL GLOBE SERVICES LTD If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other professional adviser.
If you have sold or otherwise transferred all of your shares, please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.
(registered in Bermuda under the Bermuda Companies Act 1981 with registered number 47077)
Notice of the Annual General Meeting of the Company to be held at 10:00 a.m. GMT on 12 November 2015 at the office of Company 27th Floor, 21-14 Millbank Tower, Millbank, London SW1P 4QP United Kingdom.
Whether or not you propose to attend the Annual General Meeting, please complete and submit a proxy form in accordance with the instructions printed on the enclosed form. The proxy form must be received not less than 48 hours before the time of the holding of the Annual General Meeting.
dgs
deliberate by design
DIGITAL GLOBE SERVICES, LIMITED
Crawford House 50 Cedar Avenue Hamilton HM11 BERMUDA
LSE Ticker: DGS www.dgsworld.com
To the holders of shares and Depository Interests in the Company
19 October 2015
Dear Shareholders and Depository Interest Holders,
I am pleased to be writing to you with details of our Annual General Meeting (AGM) which we are holding at 10:00 a.m. GMT on 12 November 2015 at the office of Company 27th Floor, 21-14 Millbank Tower, Millbank, London SW1P 4QP United Kingdom. The formal notice of AGM is set out on pages 2 to 5 of this document.
If you would like to vote on the resolutions but cannot come to the AGM, shareholders please fill in the proxy form and holders of Depository Interests please fill in the Form of Direction, both as sent to you with this notice and return it to our registrars, Capita Asset Services, as soon as possible:
The Registry
34 Beckenham Road Beckenham
Kent BR3 4TU United Kingdom
Shareholder proxies must be received no later than 48 hours before the time of the AGM, meaning prior to 10:00 a.m. GMT on 10 November 2015. Depository Interest holders Form of Direction must be received by Friday, 6 November 2015.
Explanatory notes on all the business to be considered at this year's AGM appear in Appendix 1 of this document.
Yours sincerely,
Zia Chishti
Chairman
Digital Globe Services, Ltd DIGITAL GLOBE SERVICES, LTD. NOTICE OF ANNUAL GENERAL MEETINGNOTICE IS HEREBY GIVEN that the Annual General Meeting of Digital Globe Services, Ltd. will be held at 10:00 a.m. GMT on 12 November 2015 at the office of office of Company 27th Floor, 21-14 Millbank Tower, Millbank, London SW1P 4QP United Kingdom for the following purposes:
To consider, and if thought fit pass, the following resolutions, of which resolutions 1 to 8 will be proposed as ordinary resolutions and resolution 9 as a special resolution.
To receive and adopt the statement of accounts for the year ended 30 June 2015 together with the reports of the directors and the auditors thereon.
To elect Dave Flowers as an Independent Director.
To elect George Andrew Lear, III as an Executive Director.
To declare a final dividend of US$0.041 per common share.
To re-appoint KPMG LLP as auditors to act as such until the conclusion of the next general meeting at which accounts are laid and to authorise the directors of the Company to fix the remuneration of the auditors.
That the Company may:
use electronic means to convey any document or information to its shareholders; and
send or supply any document or information to its members by making it available on a website.
In paragraph (a) above, 'electronic means' and 'shareholders' have the same meanings respectively as they have for the purposes of paragraph 6.1.8 of the Disclosure Rules and Transparency Rules made by the Financial Conduct Authority.
That the Company be and is hereby generally and unconditionally authorised to make market purchases of common shares of $0.001 each in the capital of the Company (Common Shares) provided that:
the maximum number of Common Shares authorised to be purchased is 2,992,647 (ten (10) per cent of the issued share capital);
the minimum price (excluding expenses) which may be paid for a Common Share is 30 pence;
the maximum price (exclusive of expenses) which may be paid for a Common Share is 105 per cent of the average market value of a Common Share for the five (5) business days prior to the date the purchase is made;
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the authority hereby conferred shall expire on the earlier of the date falling fifteen (15) months after the AGM or the conclusion of the next annual general meeting; and
the Company may make a contract to purchase its Common 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 contract.
That the directors be generally and unconditionally authorised to allot any shares in the Company or to grant rights to subscribe for, or to convert any security into, shares in the Company PROVIDED THAT this authority shall:
be limited to the allotment of up to a maximum aggregate number of shares in the Company as represents less than ten (10) per cent of the Company's issued share capital as at the date of the passing of this resolution; and
unless revoked or varied at any time by the Company in a general meeting, expire on the date falling five (5) years from the date of the passing of this resolution, save that the Company may at any time before such expiry, make an offer or agreement which might require shares in the Company to be allotted in pursuance of such offer or agreement notwithstanding that the authority hereby conferred has expired.
Special resolutionThat the directors be generally empowered pursuant to bye-law 25 of the bye-laws of the Company (the Bye-laws), to allot Equity Securities (as defined in note 11 to these resolutions) for cash as if bye-law 21 of the Bye-laws did not apply to any such allotment pursuant to the general authority conferred on them by resolution 8 above (as varied from time to time by resolution of the members of the Company) PROVIDED THAT such power shall be limited to:
the allotment of Equity Securities in connection with a rights issue or any other offer to holders of Common Shares in proportion (as nearly as may be practicable) to their respective holdings and to holders of other Equity Securities as required by the rights of those securities or as the directors otherwise consider necessary, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange;
the allotment of Equity Securities that would be held under any Employees' Share Scheme (as defined in note 11 to these resolutions); and
the allotment (otherwise than pursuant to sub paragraph (a) above) of Equity Securities up to an aggregate nominal amount of $2,992.64 representing ten (10) per cent. of the issued share capital of the Company,
The board of directors of the Company has fixed the close of business on Friday, 7 November 2015 as the record date for the determination of the members entitled to attend and vote at the AGM or any adjournment thereof. Changes in entries on the relevant register of members after such time and date shall be disregarded in determining the rights of any person to attend or vote at the AGM.
If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to attend and vote at the AGM in your place and you should have received a proxy form with this notice of meeting. A proxy or proxies representing a member who is an individual or a member who is a corporation shall be entitled to exercise the same powers on behalf of the member which the member he or they represent as such member could exercise. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
A proxy does not need to be a member of the Company but must attend the meeting to represent you. Details of how to appoint the Chairman of the AGM or another person as your proxy using the proxy form are set out in the notes to the proxy form. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly.
If you hold two or more shares in the Company, you may appoint more than one proxy to represent you and vote on your behalf at the AGM. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please contact the Company's registrars at the address set out in note 6.
The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.
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To appoint a proxy using the proxy form, the holders of common shares must:
complete and sign the proxy form under hand or by an attorney duly authorised in writing or, if the shareholder is a corporation, either under seal or signed under the hand of an officer of the company, attorney or other person authorised to sign for the company;
send or deliver the completed and signed form in hard copy to PXS Capita Asset Services at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU United Kingdom; or,
going to www.capitashareportal.com and following the instructions provided; and,
ensure that the completed and signed form is received by Capita Registrars no later than 48 hours before the time of the AGM.
IMPORTANT: in any case your proxy form must be received by the Company's registrars, Capita Asset Services, in accordance with the instructions above no later than 48 hours before the time fixed for holding the Meeting (excluding any part of a non-working day).
Forms of Direction from the holders of depositary interests must be deposited at PXS Capita Asset Services at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU United Kingdom no later than 72 hours before the time of the meeting.
To appoint a proxy or to give or amend an instruction to a previously appointed proxy via the CREST system, the CREST message must be received by the issuer's agent (RA10) by 10.00 GMT on 6th November 2015. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message. After this time any change of instructions to a proxy appointed through CREST should be communicated to the proxy by other means. CREST Personal Members or other CREST sponsored members and those CREST Members who have appointed voting service provider(s) should contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and system timings please refer to the CREST Manual. We may treat a proxy appointment sent by CREST as invalid in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
Where there are joint holders of any share any one of such joint holder may vote by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders tenders a vote by proxy, the vote of the senior who tenders a vote shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
Members who have general queries about the AGM should contact William Placke (joint corporate secretary) on + 1 303 736-2105 x202 or send an email to bill.placke@dgsworld.com.
You may not use the any electronic address provided either in this notice of AGM or any related documents (including the chairman's letter and proxy form) to communicate with the Company for any purposes other than those expressly stated.
In resolution 9:
Equity Securities means Common Shares (as defined below) or rights to subscribe for, or to convert securities into, Common Shares;
Common Shares means shares of the Company other than shares that as respects dividends and capital carry the right to participate only up to a specified amount in a distribution; and
Employees' Share Scheme means a scheme for encouraging or facilitating the holding of shares in the Company by or on behalf of: (i) employees, directors, executives, consultants or former employees, executives, consultants of the Company, any subsidiary of the Company, or the Company's holding company or any of its subsidiaries; or (ii) the spouses, civil partners, surviving spouses, surviving civil partners, or minor children or step children of such employees, directors, executives, consultants or former employees, executives, consultants.
and the power hereby conferred shall operate in substitution for and to the exclusion of any previous power given to the directors and shall expire on the date which is eighteen
(18) months from the date of the passing of this resolution or, if earlier, at the end of the next annual general meeting of the Company following the date of the passing of this resolution (unless previously renewed, revoked or varied by the Company in a general
meeting) save that the Company may before such expiry make an offer or agreement which would or might require Equity Securities to be allotted after such expiry and the directors of the Company may allot Equity Securities in pursuance of such an offer or agreement as if the disapplication and exclusion conferred hereby had not expired.
By order of the Board
William Joseph Placke, Esq
Joint Corporate SecretaryRegistered office: Crawford House, 50 Cedar Avenue, Hamilton, HM 11, Bermuda
Registered in Bermuda under the Bermuda Companies Act 1981 with registered number 47077
Registered in the UK with Companies House as an Overseas Company under Company Number FC031446 and UK Establishment Number BRO16514.
Notes:
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APPENDIX 1The notes on the following pages given an explanation of the proposed resolutions.
Resolutions 1 to 8 are proposed as ordinary resolutions. This means that for each of the resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolution 9 is proposed as a special resolution. This means that for the resolution to be passed, not less than seventy-five (75) per cent. of voting rights attaching to shares voting in person or by proxy on such resolution must approve the resolution.
Resolutions 2 to 3 (inclusive)The directors listed in resolutions 2 to 3 (inclusive) were appointed by the Directors in accordance with Article 126(2) of the Company Bye-laws to fill a casual vacancy created by the resignation of two directors. Pursuant to Article 126(2) of the Bye-laws, these directors are obligated to stand for election at the AGM immediately following their appointment. In addition, Article 127(1) of the Company Bye-laws obligate one-third of the Board to stand for election at the AGM. The board consists of seven members. The two members standing for election satisfy this requirement.
Resolution 6To enable the Company to continue to use communications in electronic form the Company is proposing resolution 4. This same provision was approved in the 2013 and 2014 Annual General Meetings.
The Company will notify the member (either in writing or by other permitted means) when a document or information is placed on the website. A member can always request a hard copy version of the document or information.
Resolution 7This resolution seeks authority for the Company to make limited market purchases of its own common shares. If passed, the resolution gives authority for the Company to purchase up to 2,992,647 of its common shares, representing ten per cent of the Company's issued common share capital (including existing treasury shares) as at the date of this notice.
The resolution specifies the minimum and maximum prices which may be paid for any common shares purchased under this authority. The authority will expire on the earlier of the date following fifteen (15) months after the date of the AGM and the Company's 2016 annual general meeting.
The directors believe the current market capitalisation of the Company is less than the intrinsic value of the Company. In such circumstances the directors believe that repurchasing the shares and holding leads to an overall increase in stakeholder value. The directors will only exercise the authority to purchase common shares where they consider that such purchases will be in the best interests of stakeholders generally and will result in an increase in earnings per common share.
The Company may either cancel any shares it purchases under this authority or transfer them into treasury (and subsequently sell or transfer them out of treasury or cancel them).
Resolutions 8 and 9These resolutions, if passed, would authorise the directors to allot up to a maximum aggregate number of shares in the Company as represents less than ten (10) per cent of the Company's issued share capital as at the date of the passing of this resolution, all of which could be allotted for cash without a pro rata offer being made to members.
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