Due to the evolving coronavirus (COVID-19) pandemic and the current UK Government guidance on social distancing and prohibition on non-essential travel and public gatherings, the Board regrets that it will not be possible for shareholders to attend this year's AGM in person, unless the current situation changes.
Further to our announcement on 16 March 2020, the Board intends to adjourn the AGM to a new venue and time in order to comply with the Government's current Stay at Home Measures. The AGM will now take place at 5.00pm on 7 May 2020 (being the same date as the original AGM) at Upham House, Upham, Hampshire SO32 1JH. Proxy votes received for the AGM will remain valid for the adjourned meeting unless otherwise revoked.
It is also necessary to make some adjustments to how the AGM will be conducted and this year it will be purely functional in format to comply with the relevant legal requirements and to enable shareholders to vote on the important customary annual business. Only the Chairman and the CEO are expected to attend the AGM to satisfy the quorum requirement of two persons under the Company's articles of association and the AGM will be focussed on the formal business of the meeting. There will be no speeches or presentations by the Chairman and no other directors or management in attendance to answer questions (either formally or informally).
However, the Board is keen that shareholders exercise their right to vote and, accordingly, strongly recommends that shareholders vote on all resolutions by completing and submitting an online proxy appointment form in favour of the Chairman of the meeting in accordance with point 6 of the Explanatory Notes to the Notice of Meeting (set out on pages 7 to 9 and as an appendix to this announcement). To ensure your votes are cast in accordance with your wishes, we strongly encourage you to appoint the Chairman of the meeting as your proxy given that the UK Government's current restrictions mean that neither you nor any other person you might appoint as your proxy will be able to attend the meeting in person. Corporations should also consider appointing the Chairman of the meeting as proxy or corporate representative to ensure their votes are cast in accordance with their wishes.
As announced on 27 March 2020, the Board has withdrawn its recommendation of the final dividend, and consequently resolution 3 relating to the originally proposed final dividend will not be put to the meeting. The Board intends that all resolutions (other than resolution 3) will be put to a vote on a poll, rather than being decided by a 'show of hands' as in the circumstances this will deliver a fairer representation of shareholder views notwithstanding that most shareholders will not be able to attend the meeting. The results of the poll will be announced to the London Stock Exchange as soon as possible after the AGM and published on the Company's website.
Shareholders can submit questions to the Board in advance of the AGM by email to email@example.com by no later than 5.00 pm on 6 May 2020. We will consider all questions received and, if appropriate, provide a written response.
The health and wellbeing of our employees, shareholders and the wider communities in which we operate is of paramount importance to the Board and the steps set out above are necessary and appropriate ones to take given the current pandemic.
The Board continues to closely monitor the evolving coronavirus (COVID-19) outbreak and related guidance issued by the UK Government. We will continue to keep our plans for the AGM under review and recommend that shareholders continue to monitor the Company's website and announcements for any further updates. The Board also urges shareholders to continue to monitor UK Government guidance and directions in relation to coronavirus (COVID-19) and to act accordingly. We plan to provide a further update to the market on COVID-19 and trading in mid-May.
The Board would like to thank shareholders for their understanding during these unprecedented times.
Richard King, Provident Financial: 0203 620 3073
Nick Cosgrove/Simone Selzer, Brunswick: 020 7404 5959
Gary Thompson/Vicki Turner, Provident Financial: 01274 351900, firstname.lastname@example.org
Extract of Notice of 2020 Annual General meeting
A member may appoint a proxy online by following the instructions for the electronic appointment of a proxy at www.signalshares.com. To be a valid proxy appointment, the member’s electronic message confirming the details of the appointment completed in accordance with those instructions must be transmitted so as to be received at the same time as the instructions.
Alternatively, a hard copy proxy form may be used to appoint a proxy and this can be requested directly from the registrars, Link Asset Services on 0871 664 0300 (calls are charged at the standard geographic rate and will vary by provider, lines are open 9.00 am-5.30pm Mon-Fri).
To be valid, a proxy form must be completed in accordance with the instructions that accompany it and delivered (together with any power of attorney or other authority under which it is signed, or a certified copy of such item) to Link Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF so as to be received by 3.00 pm on Tuesday 5 May 2020.
Members who hold their shares in uncertificated form may also use the CREST voting service to appoint a proxy electronically, as explained below. If an instrument of proxy is not received in a manner or within the time limits set out in this Notice it shall be invalid, unless and to the extent that the Board, in its absolute discretion in relation to any such instrument, waives any such requirement. Appointing a proxy will not prevent a member from attending and voting in person at the meeting should he/she so wish.