CLIPPER LOGISTICS PL

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Clipper Logistics : Notice of 2021 AGM (PDF)

09/09/2021 | 11:22am

THIS DOCUMENT IS IMPORTANT AND REQUIRESYOUR

IMMEDIATE ATTENTION

If you are in any doubt as to what action to take, you should consult your stockbroker, solicitor, accountant or other

appropriate independent professional adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all your shares in Clipper Logistics plc, please forward this document and the Form

of Proxy to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee.

CLIPPER LOGISTICS PLC

(Incorporated and registered in England and Wales with Registered Number 3042024)

Notice of Annual General Meeting

The Annual General Meeting ("AGM") of Clipper Logistics plc will be held at the offices of Squire Patton Boggs (UK) LLP at

6 Wellington Place, Leeds, LS1 4AP on 12 October 2021 at 11.00am. A Form of Proxy for the AGM is enclosed and should be completed and returned as soon as possible. To be valid, the Form of Proxy together with any power of attorney or other authority under which it is signed (or a duly certified copy thereof) must be received by Clipper's registrars, Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, no later than 48 hours (ignoring non-working days) before the meeting, being 11.00am on 8 October 2021.

Completion and return of the Form of Proxy will not prevent you from attending and voting at the AGM in person, should you so wish.

Alternatively, if you are a member of CREST, you may register the appointment of a proxy by using the CREST electronic proxy appointment service. Further details are contained in the Notice of Annual General Meeting contained in this document.

In the event that you wish to attend the AGM in person, it is requested that you pre-register your intention to attend by emailing

co-sec@clippergroup.co.uk no later than 6:00pm on 11 October 2021, or by ticking the relevant box on the Form of Proxy.

At the time of writing, there are no COVID-19 restrictions or Government guidance in place which prevent us from convening

the AGM in the usual way. However, it is possible that the evolving COVID-19 pandemic and Government restrictions or guidance in response to any developments may mean that it is no longer possible for Shareholders to attend the AGM in person. Any changes to the AGM will be communicated to Shareholders before the meeting through our website at https://www.clippergroup.co.uk/investor-relations/ and where appropriate, by RNS announcement.

Please do not attend the AGM in person if you have symptoms that may be caused by COVID-19, if you are waiting for a COVID-19 test or the results of a COVID-19 test, if you have received a positive COVID-19 test result within the ten day period immediately prior to the AGM, if you live with someone displaying COVID-19 symptoms, or if you live with someone who has tested positive for COVID-19 within the ten day period immediately prior to the AGM.

Notice of 2021 Annual General Meeting

Contents

Definitions

1

Explanatory notes to the resolutions

5

Letter from the Chairman

2

Notes to the Notice of Annual General Meeting

8

Notice of the 2021 Annual General Meeting

3

Appendix 1

10

Definitions

"Act" the Companies Act 2006, as amended;

"Annual General Meeting" or "AGM" (save where the context requires otherwise) the annual general meeting of Clipper called by the Notice, including any adjourned meeting;

"Annual Report and Accounts" the consolidated financial statements of the Company for the financial period ended on 30 April 2021 together with the reports of the Directors and the auditor;

"Clipper" or "the Company" Clipper Logistics plc;

"CREST" the electronic trade settlement system for uncertificated securities;

"CREST Manual" a reference manual for the users of CREST as provided by Euroclear UK & Ireland Limited;

"Directors" or "Board" the directors of Clipper;

"Executive Directors" Steve Parkin, Tony Mannix and David Hodkin;

"FCA" the United Kingdom Financial Conduct Authority;

"Listing Rules" the listing rules made by the FCA pursuant to part VI of the Financial Services and Markets Act 2000, as amended;

"Non-Executive Directors" Stuart Watson, Constantino

(Dino) Rocos and Christine Cross;

"Notice" the notice to Shareholders of Clipper's Annual General Meeting as detailed on pages 3 and 4 of this document;

"Official List" the Official List maintained by the FCA;

"Ordinary Shares" ordinary shares of 0.05 pence each in the capital of Clipper;

"PSP" the Clipper Logistics plc 2014 Performance Share Plan;

"PSP Awards" share awards made pursuant to the rules of the PSP;

"Share Awards" together, the PSP Awards and the Sharesave Awards;

"Shareholders" holders of Ordinary Shares;

"Form of Proxy" the form of proxy accompanying this document for use by Shareholders in connection with the AGM;

"Group" Clipper and its subsidiary and associated undertakings;

"Latest Practicable Date" 8 September 2021 being the latest practicable date prior to the publication of this document;

"Sharesave Awards" share options made available pursuant to the rules of the Sharesave Plan; and

"Sharesave Plan" the Clipper Logistics plc 2014 Sharesave Plan.

1

Clipper Logistics plc

Letter from the Chairman

Registered office:

Gelderd Road

Leeds

West Yorkshire

LS12 6LT

To all Shareholders of Clipper Logistics plc and persons enjoying information rights

Notice of Annual General Meeting

Dear Shareholder

9 September 2021

This document contains the Notice of the 2021 Annual General Meeting of Clipper Logistics plc ("AGM"). On behalf of

the Board I am delighted to invite you to attend our AGM which will be held at the offices of Squire Patton Boggs (UK) LLP, 6 Wellington Place, Leeds, LS1 4AP, at 11.00am on 12 October 2021. The formal notice of AGM is set out on pages 3 and 4 of this document. If you are unable to attend the meeting in person your vote is still important and I would ask you to complete, sign and return the enclosed form of proxy ("Form of Proxy") to register your vote.

In the event that you wish to attend in person, it is requested that you pre-register your intention to attend by emailing co-sec@ clippergroup.co.uk no later than 6:00pm on 11 October 2021, or by ticking the relevant box on the Form of Proxy.

Important notice regarding COVID-19

At the time of writing, there are no COVID-19 restrictions or Government guidance in place which prevent us from convening the AGM in the usual way. However, it is possible that the evolving COVID-19 pandemic and Government restrictions or guidance in response to any developments may mean that it is no longer possible for Shareholders to attend the AGM

in person. Any changes to the AGM will be communicated to Shareholders before the meeting through our website at https://www.clippergroup.co.uk/investor-relations/ and where appropriate, by RNS announcement.

Please do not attend the AGM in person if you have symptoms that may be caused by COVID-19, if you are waiting for a COVID-19 test or the results of a COVID-19 test, if you have received a positive COVID-19 test result within the ten day period immediately prior to the AGM, if you live with someone displaying COVID-19 symptoms, or if you live with someone who has tested positive for COVID-19 within the ten day period immediately prior to the AGM.

Further information

Financial information on Clipper is set out in Clipper's Annual Report and Accounts for the year ended 30 April 2021. Further information relating to the resolutions contained in the Notice of AGM is provided in the explanatory notes to the resolutions on pages 5 to 7 of this document. At the AGM it is intended that the Company will take a poll on each of the resolutions put to Shareholders.

Recommendation

Your Directors, as a whole, believe that the proposals will promote the success of Clipper for the benefit of Shareholders as a whole and unanimously recommend that you vote in favour of Resolutions 1 to 17 (inclusive) as they intend to do in respect of their entire holdings which amount to 16,172,752 Ordinary Shares, representing approximately 15.81% of Clipper's issued share capital as at the Latest Practicable Date.

Yours faithfully

Steve Parkin

Executive Chairman

Clipper Logistics plc

2

Notice of 2021 Annual General Meeting

Notice of the 2021 Annual General Meeting

Notice is hereby given that the Annual General Meeting of Clipper Logistics plc (the "Company") will be held at the offices of Squire Patton Boggs (UK) LLP, 6 Wellington Place, Leeds, LS1 4AP on 12 October 2021 at 11.00am, to consider and, if thought fit, to pass the following resolutions. It is intended to propose Resolutions 14 to 17 as special resolutions. Resolutions 1 to 13 will be proposed as ordinary resolutions. Voting on all resolutions will be conducted on a poll.

Defined terms used in this Notice are set out on page 1 of this document.

Ordinary resolutions

  1. To receive the accounts for the financial year ended
    30 April 2021, together with the reports of the Directors and of the auditors thereon.
    (Resolution 1)
  2. To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) as set out in pages 70 to 85 of the Annual Report and Accounts for the financial year ended 30 April 2021.
    (Resolution 2)
  3. To declare a final dividend of 7.1 pence per Ordinary Share due and payable on 15 October 2021 to holders of Ordinary Shares on the Company's register of Shareholders at 6.00pm on 17 September 2021.
    (Resolution 3)
  4. To re-appoint RSM Audit UK LLP as auditors of the Company to hold office until the conclusion of the Company's next annual general meeting to be held in 2022.
    (Resolution 4)
  5. To authorise the Audit Committee of the Board to set the remuneration of the auditors.
    (Resolution 5)
  6. To re-elect Mr Steven Parkin as a director of the Company.
    (Resolution 6)
  7. To re-elect Mr Antony Mannix as a director of the Company.
    (Resolution 7)
  8. To re-elect Mr David Hodkin as a director of the Company.
    (Resolution 8)
  9. To re-elect Mr Stuart Watson as a director of the Company.
    (Resolution 9)
  10. To re-elect Mr Constantino (Dino) Rocos as a director of the Company.
    (Resolution 10)
  1. To re-elect Mrs Christine Cross as a director of the Company.
    (Resolution 11)
  2. To authorise the Directors generally and unconditionally pursuant to section 551 of the Companies Act 2006 (the "Act") to exercise all of the powers of the Company to allot shares in the Company and grant rights to subscribe for, or convert any security into, shares in the Company:
    1. up to an aggregate nominal amount of £17,050, (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) of this Resolution in excess of such sum); and
    2. comprising equity securities (within the meaning of section 560(1) of the Act) up to an aggregate nominal amount of £34,101 (such amount to be reduced by any allotments or grants made under paragraph (a) of this Resolution) in connection with an offer by way of a rights issue:
      1. to holders of Ordinary Shares in proportion (or nearly as may be practicable) to their existing holdings; and
      2. to holders of other equity securities as required by the rights attached to those securities or as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements as the Directors deem necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, any legal, regulatory or practical problems in, or under the laws of, any territory, or any other matter, such authority to expire at the end of the next annual general meeting of the Company (or, if earlier, on 31 October 2022), but, in each case, prior to such expiry the Company may make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority expires and the Directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of such an offer or agreement as if the authority had not expired.

(Resolution 12)

13. That, the Company be authorised, subject to and in accordance with the provisions of the Companies Act 2006, to send, convey, or supply all types of notices, documents or information to Shareholders by electronic means, including making such notices, documents or information available on a website.

(Resolution 13)

3

Clipper Logistics plc

Special resolutions

  1. To permit the calling of a general meeting of the Company, other than an annual general meeting, on not less than 14 clear days' notice.
    (Resolution 14)
  2. That if Resolution 12 is passed, the Directors be authorised to allot equity securities (as defined in section 560(1) of the Act) for cash under the authority given by Resolution 12 and/or to sell Ordinary Shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited to:
  1. 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 12, by way of a rights issue only):
  1. to holders of Ordinary Shares in proportion (or as closely as may be practicable) to their existing holdings; and
  2. to holders of other equity securities as required by the rights attached to those securities or as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements as the Directors deem necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, any legal, regulatory or practical problems in, or under the laws of, any territory, or any other matter; and

  1. the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) of this Resolution) up to a nominal amount of £2,558,

such authority to expire at the end of the next annual general meeting of the Company (or, if earlier, on 31 October 2022) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

(Resolution 15)

16. That if Resolution 12 is passed, the Directors be authorised, in addition to any authority granted under Resolution 15, to allot equity securities (as defined in section 560(1) of the Act) for cash under the authority given by Resolution 12 and/or to sell Ordinary Shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be:

  1. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £2,558; and
  2. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

such authority to expire at the end of the next annual general meeting of the Company (or, if earlier, on 31 October 2022) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

(Resolution 16)

17. That the Articles of Association set out in the document produced to this meeting (and signed by the Chairman of the meeting for the purposes of identification) be and are hereby approved and adopted as the Articles of Association of the Company in substitution for and to the exclusion of all existing Articles of Association of the Company.

(Resolution 17)

By order of the Board

Marianne Hodgkiss

Company Secretary

9 September 2021

Registered Office:

Gelderd Road

Leeds

West Yorkshire

LS12 6LT

United Kingdom

Clipper Logistics plc

4

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