THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO WHAT ACTION TO TAKE YOU SHOULD CONSULT AN INDEPENDENT FINANCIAL ADVISER WHO, IF YOU ARE TAKING ADVICE IN THE UNITED KINGDOM, IS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 OR, IF YOU ARE NOT IN THE UNITED KINGDOM, ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT ADVISER. IF YOU HAVE RECENTLY SOLD OR TRANSFERRED ALL OF YOUR SHARES IN ASSURA PLC THEN THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS SHOULD BE PASSED TO THE PERSON THROUGH WHOM THE SALE OR TRANSFER WAS EFFECTED FOR TRANSMISSION TO THE PURCHASER OR TRANSFEREE. Assura plc (incorporated in England and Wales under the Companies Act 2006 with registered number 9349441) Directors: Registered office: Simon Laffin ( Executive Chairman ) The Brew House Jonathan Murphy ( Finance Director ) Greenalls Avenue Jenefer Greenwood ( Non-executive Director ) Warrington David Richardson ( Non-executive Director ) Cheshire WA4 6HL Dear Shareholder 2016 Annual General Meeting I am pleased to be writing to you with details of our 2016 Annual General Meeting (“AGM”) to be held at the offices of Addleshaw Goddard LLP at Milton Gate, 60 Chiswell Street, London EC1Y 4AG on 19 July 2016 at 11.00 am. The notice convening the AGM is set out on pages 3 to 6 and contains the resolutions dealing with the business of the AGM. The Explanatory Notes for all business of the AGM are set out on pages 7 to 10. I would draw your attention in particular to the following resolutions that are to be proposed at the AGM: Remuneration Policy and Performance Share Plan (Resolutions 2 to 4) A resolution will be proposed to approve the Assura plc Performance Share Plan, the rationale for which is set out in the Directors’ Remuneration Report within the Annual Report and Accounts for the year ended 31 March 2016. The Remuneration Policy has been revised to provide for this share plan. Dividend rectification (Resolution 11) A resolution will be proposed regarding the payment of the interim dividend to shareholders in April 2016. The Company has identified a technical irregularity the effect of which is that, while the Company held adequate reserves to cover the amount of the interim dividend, the dividend was paid at a time when the Company’s relevant accounts for the purposes of the Companies Act 2006 did not show sufficient distributable reserves to cover the full amount of the interim dividend. Resolution 11 is proposed to rectify the position. Voting Once again, voting on all resolutions to be proposed at the AGM will be by way of a poll as permitted by the Company’s articles of association. All resolutions apart from resolutions 13 to 16 are proposed as ordinary resolutions. An ordinary resolution will be passed on a poll if it is passed by shareholders representing a simple majority of the total voting rights of shareholders who (being entitled to do so) vote at the AGM. Resolutions 13 to 16 are proposed as special resolutions. A special resolution will be passed on a poll if it is passed by a majority of shareholders representing not less than 75% of the total voting rights of shareholders who (being entitled to do so) vote at the AGM. 1
Action to be taken Shareholders will find enclosed with this document a Form of Proxy for use in connection with the AGM. Shareholders, whether or not they propose to attend the AGM in person, are requested to complete, sign and return the enclosed Form of Proxy, in accordance with the instructions printed thereon, so as to be received by the Company’s registrars, Capita Asset Services, PXS1 34 Beckenham Road, Beckenham, Kent BR3 4ZF as soon as possible and, in any event, no later than 11.00 am on 15 July 2016. Completion and return of the Form of Proxy will not preclude shareholders from attending and voting at the AGM in person if they wish to do so (and are so entitled). Recommendation The Directors recommend all shareholders to vote in favour of all the resolutions – as the Directors intend to do in respect of their own shares (other than in respect of those resolutions in which they are interested) – and consider that they are in the best interests of the Company and the shareholders as a whole. Yours faithfully, Simon Laffin Executive Chairman 2
Notice of 2016 Annual General Meeting Notice is given that the 2016 Annual General Meeting of the shareholders of Assura plc (the “Company”) will be held at the offices of Addleshaw Goddard LLP at Milton Gate, 60 Chiswell Street, London EC1Y 4AG on 19 July 2016 at 11.00 am to consider and, if thought fit, pass the resolutions set out below. Resolutions 1 to 12 will be proposed as ordinary resolutions and resolutions 13 to 16 will be proposed as special resolutions. 1 To receive the Company’s audited accounts and the reports of the Directors and the auditor for the financial year ended 31 March 2016. 2 To approve the Directors’ Remuneration Policy set out on pages 63 to 75 (inclusive) of the Directors’ Remuneration Report for the financial year ended 31 March 2016. 3 To approve the Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy) for the financial year ended 31 March 2016. 4 That the Directors generally and unconditionally are hereby authorised to: (a) approve the Assura plc Performance Share Plan (“PSP”), the principal terms of which are summarised in the Appendix to this notice; and (b) establish further plans based on the PSP 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 and overall participation in the PSP . 5 To re-appoint Deloitte LLP as the Company’s auditor. 6 To authorise the Audit Committee of the Board of Directors to determine the auditor’s remuneration. 7 To re-elect Simon Laffin as a Director of the Company. 8 To re-elect Jonathan Murphy as a Director of the Company. 9 To re-elect Jenefer Greenwood as a Director of the Company. 10 To re-elect David Richardson as a Director of the Company. 11 That: (a) in respect of the payment of the interim dividend by the Company on 20 April 2016 (the ‘2016 Interim Dividend’) to current and former shareholders of the Company, the appropriation of distributable profits of the Company (as shown on page 96 of the accounts of the Company for the financial period ended 31 March 2016) to such payment is hereby ratified and confirmed; (b) any and all claims which the Company may have in respect of the payment of the 2016 Interim Dividend against its current and former shareholders who appeared on the register of shareholders on the record date for the 2016 Interim Dividend be and they are hereby released and that a deed of release in favour of such current and former shareholders be entered into by the Company in the form of the deed produced to this meeting and signed by the Chairman for the purposes of identification and thereafter be delivered to the Secretary of the Company for retention on behalf of the said current and former shareholders (the ‘Release’); (c) any distribution involved in the giving of the Release be made out of profits appropriated to the 2016 Interim Dividend pursuant to paragraph (a) above by reference to a record date identical to the record date for the 2016 Interim Dividend; and (d) any and all claims which the Company may have against its Directors (both current and former) either (i) in respect of the payment of the 2016 Interim Dividend or (ii) in respect of any breach of duty owed by such Directors to the Company arising out of the payment of the 2016 Interim Dividend be and they are hereby released and that a deed of release in favour of the Company’s current and former Directors be entered into by the Company in the form of the deed produced to this meeting and signed by the Chairman for the purposes of identification and thereafter be delivered to the Secretary of the Company for retention on behalf of the said current and former Directors. 3
Recommend
More recommend
