M&C Saatchi : 2021 AGM on 18 October 2021, notice published- September 21, 2021PDF 0.2MB

M&C SAATCHI PLC

Notice of Annual General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

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 are recommended to 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 as soon as possible 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.

M&C SAATCHI PLC

21 September 2021

Registered office: 36 Golden Square, London W1F 9EE

Registered in England and Wales under number 05114893

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Letter from the Chairman

Dear Shareholder,

I am writing to inform you that the annual general meeting of M&C Saatchi Plc (the "Company") for 2021 will be held at 11.00 a.m. on Monday 18 October 2021 at 36 Golden Square, London W1F 9EE (the "AGM").

Following the lifting by the UK Government of public health restrictions in connection with the COVID-19 pandemic in July 2021, shareholders may now attend the AGM in person. However, we are mindful of the health and wellbeing of our shareholders and employees and therefore ask that any shareholders who wish to attend the AGM in person advise the Company at [e-mail] least 48 hours in advance of the AGM. Any such prior notification is not a guarantee of admittance to the AGM should the Company determine that restrictions on attendance be introduced to address the need to protect the health and wellbeing of shareholders and employees.

We will only include the Ordinary and Special Business published in the Notice of AGM. The formal Notice of AGM is set out on pages 6 to 10 of this document.

The Board is recommending that no dividend be paid for the financial year ended 31 December 2020. The Board reviewed the dividend policy as part of the Company's recent strategic review and concluded that the Company's priority is to return the business to pre-COVID-19 pandemic levels of profitability and earnings and, thereafter, to grow in line with the targets set out at the Company's Capital Markets Day held in January 2021. Assuming a return to normal trading conditions, we would expect to reinstate dividends from 2022.

The Company is required by law to appoint auditors at each general meeting at which accounts are laid, to hold office until the next general meeting at which the accounts are laid. As set out on page 83 of the accompanying Annual Report and Accounts, PricewaterhouseCoopers LLP is not seeking reappointment as the Company's auditors at the AGM and has since resigned and confirmed to the Company that, in accordance with Section 519 of the Companies Act 2006, there are no circumstances in connection with its resignation which it considers need to be brought to the attention of the Company's members or creditors. Following consideration and assessment by the Audit Committee, the Board has approved the appointment of BDO LLP as the Company's auditors subject to shareholder confirmation and there is a resolution in the Notice of AGM proposing BDO LLP's appointment by shareholders.

Shareholders may submit questions to the Board in advance of the AGM by emailing the Company at [e-mail]. We recommend that shareholders submit questions as soon as possible and before 5.00 p.m. on Friday 8 October 2021 to enable us to respond to all questions before the AGM.

The Board consider that all the proposals to be considered at the AGM are in the best interests of the Company and its shareholders as a whole. The Directors recommend that shareholders vote in favour of each of the resolutions to be proposed at the AGM as they propose to do so in respect of the shares in which they are beneficially interested, being 16,012,014 shares representing approximately 13.10 per cent. of the Company's issued share capital (excluding treasury shares). The results of the voting on all resolutions at the AGM will be announced via the Regulatory Information Service and published on the Company's website as soon as possible after the AGM.

The COVID-19 situation is constantly evolving and the UK Government may change the measures in place relating to public gatherings. The Company will continue to monitor public health guidance and legislation issued by the UK Government and how this may affect the arrangements for the AGM. Should it become necessary to revise the current arrangements for the AGM, the Company will communicate any such changes to shareholders through a Regulatory Information Service and through the Company's website at www.mcsaatchiplc.com/rns. Shareholders are advised to check the Company's website regularly for updates. Accordingly, given the uncertainty, shareholders are strongly encouraged to complete and return a proxy appointment form in hard copy or electronically appointing the Chairman of the meeting as their proxy.

Yours sincerely,

Gareth Davis

Chairman

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ORDINARY BUSINESS	Resolutions 5 to 11 relate to the appointment and re-
	appointment of the Directors
Resolutions 1 to 13 will be proposed as ordinary	The articles of association of the Company (the "Articles of
resolutions which require a simple majority of the votes to	Association") require one third of the Directors previously
be cast in favour of each resolution to be passed.	appointed by shareholders in general meeting to retire
Resolutions 14 to 17 will be proposed as special	annually at the Company's annual general meeting.
resolutions which require at least 75% of the votes to be	The UK Corporate Governance Code 2018 (the "Code")
cast in favour of each resolution to be passed.
	recommends that all directors of listed companies should
Report and accounts 2020 (Resolution 1)	be subject to annual re-election by shareholders. The
Shareholders are being asked to approve the Company's	Directors have decided to endorse this recommendation of
report and accounts for the year ended 31 December	the Code and therefore all the Directors will retire at the
2020 (the "Annual Report and Accounts").	AGM and offer themselves for election or re-election The
	biographical details below set out the skills and experience
The Annual Report and Accounts are available from the	each Director brings to the Board. The Board recommends
Company's website(www.mcsaatchiplc.com/reports-	the election and re-election of each of the Directors.
results/2020).	Gareth Davis
Directors' remuneration report 2020 (Resolution 2)	Non-Executive Chairman
The Directors' remuneration report is set out on pages 86	Gareth joined the Board on 3 February 2020. He was
to 107 in the Annual Report and Accounts. It is proposed	Chairman of DS Smith Plc, a FTSE 100 packaging
that the Directors' remuneration report for the financial	business, from 2012 until 2021, having joined the
year ended 31 December 2020 be approved.	company's board in 2010. Gareth is also a Non-Executive
	Director of Gresham House Plc, the asset manager.
As this vote is advisory, it does not directly affect the	Previously, Gareth sat on the board of Ferguson Plc, the
remuneration paid to any Director, and no entitlement of a	FTSE 100 building materials business, between 2003 and
Director to remuneration is conditional on the passing of	2019, spending the last nine years as Chairman. He was
this resolution.	Chairman of William Hill Plc, the FTSE 250 betting and
	gaming company, between 2010 and 2018. Gareth was
Appointment of auditors and approval of	Chief Executive of Imperial Tobacco Group Plc (now
remuneration (Resolutions 3 and 4)	Imperial Brands plc), between 1996 and 2010, having
The Company is required by law to appoint auditors at each	joined the business in 1972.
general meeting at which accounts are laid, to hold office	Lisa Gordon
until the next general meeting at which the accounts are
laid. As set out on page 83 of the accompanying Annual	Senior Independent Non-Executive Director
Report and Accounts, PricewaterhouseCoopers LLP is not	Lisa joined the Board on 17 March 2020. She has almost
seeking reappointment as the Company's auditors at the	25 years' board experience, in both executive and non-
AGM and has since resigned and confirmed to the	executive roles, with specialisms in TMT and finance. She
Company that, in accordance with Section 519 of the	is currently a Non-Executive Director of Alpha FX Group
Companies Act 2006, there are no circumstances in	Plc, a listed foreign exchange specialist, and Magic Light
connection with its resignation which it considers need to	Pictures Limited, a children's film and television production
be brought to the attention of the Company's members or	company. She is Chair of Cenkos Securities Plc, a
creditors. Following consideration and assessment by the	securities firm focused on growth companies. Previously,
Audit Committee, the Board has approved the appointment	Lisa was Non-Executive Chair of Albert Technologies Plc,
of BDO LLP as the Company's auditors subject to	an online advertising software business. She was also a
shareholder confirmation and this resolution proposes BDO	founding Director of Local World Plc, which was acquired
LLP's appointment by shareholders.	by Trinity Mirror in 2015. Prior to this, Lisa was Chief
	Operating Officer of Yattendon Group, a private
Resolution 3 will, therefore, propose the appointment of	conglomerate, for six years and Corporate Development
BDO LLP as the Company's auditors for the financial year	Director at the media group Chrysalis Group Plc for ten
ending 31 December 2021.	years. Previously, Lisa has also served as a Non-Executive
	Director of Future Plc, the magazine group.
Resolution 4 seeks authority for the Directors, acting	Louise Jackson
through the Audit Committee, to determine the auditors'
remuneration.	Independent Non-Executive Director
	Louise joined the Board on 17 March 2020. She has
	significant experience of consumer-facing businesses,
	particularly in human resources, board advisory and

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change leadership. She is currently Group Director of	across a number of leading organisations in the UK and
Talent and Leadership at Selfridges Group Ltd, the global	USA, including Liberty Global, Sky and Disney.
luxury retailer, where she also sits on the Remuneration
Board. Previously, Louise was Human Resource Director	Moray MacLennan
of the Japanese pharmaceutical company, Kyowa Hakko	Executive Director and Chief Executive Officer
Kirin Co Ltd and Senior Partner in Leadership and Talent	Moray joined the Board on 1 January 2021. Moray joined
Consulting at Korn Ferry International Ltd. Prior to this, she	Saatchi and Saatchi as a trainee in 1983, leaving to help
was Chief Executive and co-founder of change consultancy	start the Company in 1995. He was made Worldwide CEO
firm 7days Ltd for 10 years. Louise has held a number of	of the Company in 2010 and has overseen its growth from
Group HRD roles and spent her early career at Coopers &	a single London advertising agency to a global network of
Lybrand LLP and TUI Thomson Travel Group.	communications agencies operating in 30 countries. He
Colin Jones	has been President of both the UK and European
communications bodies and is a regular contributor to
Independent Non-Executive Director	industry. As Moray was appointed to the Board after the
Colin joined the Board on 3 February 2020. He is currently	annual general meeting in 2020, Moray will stand for
Non-Executive Chairman of Centaur Media Plc, the market	appointment by shareholders for the first time.
intelligence company, having joined in 2018 as a Non-
Executive Director. Colin is also a Non-Executive Director	Authority to allot shares (Resolutions 12 and 13)
and Chair of the Finance and Commercial Committee of	In accordance with section 551 of the Companies Act 2006
The City Literary Institute, the adult education college. Colin	(the "2006 Act"), the Directors may not exercise the
previously spent over 20 years as Finance Director of	Company's powers to allot shares without an authority
Euromoney Institutional Investor PLC, the FTSE 250-listed	contained either in the Articles of Association or in a
media company, until he retired in 2018. Colin began his	resolution of the shareholders passed at a general meeting.
career at PricewaterhouseCoopers LLP where he qualified	Such authority was last given by the shareholders of the
as a chartered accountant.	Company at the annual general meeting held in 2020 and
Vin Murria	expires at the forthcoming AGM. The Board considers it
appropriate that a further similar authority be granted to allot
Non-IndependentNon-Executive Director and Deputy	ordinary shares in the capital of the Company up to a
Chair	maximum nominal amount of £409,145 which is equivalent
Vin joined the Board on 3 March 2021. Formerly Chief	to approximately one third of the total issued ordinary share
Executive Officer of Computer Software Group plc from	capital of the Company as at 17 September 2021 which is
2002 until 2007, she subsequently founded and was Chief	the latest practicable date before publication of this
Executive Officer of Advanced Computer Software Group	document (the "Latest Practicable Date"). Such authority
plc from 2008 until 2015. Vin is presently a Non-Executive	is sought in Resolution 12.
Director of Softcat plc, a leading provider of technology
solutions and services, Bunzl plc, the international	In addition, in accordance with The Investment
distribution and services group, SVBUK Limited, part of the	Association's guidance with respect to what it considers to
SVB Financial Group, as well as Chair of both MAC1, a	be routine, Resolution 13 will be proposed to authorise the
standard-listed acquisition vehicle and Summerway Capital	Directors to allot additional shares in connection with a pre-
plc, a listed acquisition company. She was awarded an	emptive offer by way of a rights issue to shareholders up to
OBE in 2018 for services to the digital economy and was	a maximum nominal amount of £409,145, which is
previously a Non-Executive Director of Sophos Group plc,	equivalent to approximately a further one third of the total
Zoopla Group plc, and Chime Communications plc and	issued ordinary share capital of the Company as at the
acts in a senior advisory capacity at NM Rothschild and at	Latest Practicable Date. The Board considers it appropriate
HG Capital. As Vin was appointed to the Board after the	to seek this additional authority at this year's AGM in order
annual general meeting in 2020, Vin will stand for	to take advantage of the flexibility it offers.
appointment by shareholders for the first time.	If Resolutions 12 and 13 are passed, the authorities will
Mickey Kalifa
expire at the end of the Company's next annual general
Executive Director and Chief Financial Officer	meeting or, if earlier, 15 months from the date on which
Mickey joined the Board on 29 March 2019. He was	each of the Resolutions are passed.
formerly Chief Financial Officer of Sportech PLC, where he
worked from 2008 to 2017 and is currently a Non-Executive
Director of Zoo Digital Group PLC. He is a chartered
accountant, having qualified with PricewaterhouseCoopers
LLP and has a strong background in the media, technology
and sports industry. Mickey has also held executive roles
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SPECIAL BUSINESS	Purchase of own shares (Resolution 16)
	Under the 2006 Act, the Company is not permitted to
Disapplication of pre-emption rights (Resolutions 14	purchase its own shares unless the purchase has first been
and 15)	authorised by the Company's shareholders in general
The 2006 Act requires that an allotment of shares for cash	meeting. Such an authority was last given by the
or a sale of equity securities held in treasury for cash may	shareholders at the Company's annual general meeting
not be made unless the shares are first offered to existing	held in 2020 and it is proposed to confer a new authority on
shareholders on a pre-emptive basis in accordance with the	the Company in accordance with section 701 of the 2006
terms of the 2006 Act. In accordance with general practice,	Act to make market purchases of its own shares for a
the Directors propose that advantage be taken of the	further period which will end at the end of the Company's
provisions of section 570 of the 2006 Act to disapply the	next annual general meeting of, if earlier, 15 months from
2006 Act's pre-emption requirements in relation to certain	the date on which Resolution 16 is passed.
share issues or sales of treasury shares.	The Directors are seeking this authority under Resolution
Resolution 14, which is proposed as a special resolution,	16, which is proposed as a special resolution, in respect of
will empower the Directors to allot ordinary shares in the	12,274,344 ordinary shares being approximately 10% of
capital of the Company for cash on a non-pre-emptive	the total issued ordinary share capital of the Company as at
basis:	the Latest Practicable Date. The minimum and maximum
	prices are set by the authority. Any ordinary shares

1. in connection with a rights issue or other pro- purchased under this authority may be either treated as cancelled and the number of ordinary shares in issuerata offer to existing shareholders; and

reduced accordingly, or held as treasury shares in

1. (otherwise than in connection with a rights accordance with the 2006 Act. issue) up to a maximum nominal value of
   £61,372, which is equivalent to approximately If Resolution 16 is passed, the authority will expire at the 5% of the total issued ordinary share capital of end of the Company's next annual general meeting or, if the Company as at the Latest Practicable earlier, 15 months from the date on which the Resolution is
   Date.passed.

Resolution 15, which is proposed as a special resolution,	Adoption of New Articles of Association (Resolution
will also empower the Directors in addition to the authority	17)
set out in Resolution 14 to allot ordinary shares in the capital	This Resolution 17 seeks approval for the adoption of new
of the Company for cash on a non-pre-emptive basis	Articles of Association for the Company (the "New
provided that the power shall be limited to allotments or	Articles") to take account of changes to company law and
sales of up to a maximum nominal value of a further	developments in market practice since the Company's
£61,372 which is equivalent to approximately 5% of the total	Articles of Association were last updated	in 2010	(the
issued ordinary share capital of the Company as at the	"Current Articles").	In particular, the proposed principal
Latest Practicable Date. Although the Statement of	changes will empower the Company to hold general
Principles on disapplying pre-emption rights most recently	meetings on a 'hybrid' basis, by the use of electronic
published by the Pre-Emption Group prior to the date of this	methods to facilitate shareholder attendance and
document suggests that this additional 5% authority should	participation.	A summary	description of	the principal
only be used for the purpose of raising funds for the	changes being proposed through the adoption of the New
purpose of acquisitions and capital investment,	Articles is provided in the Appendix. Changes of a minor,
shareholders are being asked to give authority to the	technical or clarifying nature have not been summarised.
Directors to use this authority on an unconditional basis as	A copy of the proposed New Articles and the Current
the Directors consider that the flexibility this would offer
them is desirable in the current circumstances.	Articles will be available for inspection as described in Note
	13	and	on	the	Company's	website	at
If Resolutions 14 and 15 are passed, the authorities will	www.mcsaatchiplc.com/governance.
expire at the end of the Company's next annual general	If Resolution 17 is passed, the New Articles will take effect
meeting or, if earlier, 15 months from the date on which
each of the Resolutions are passed.	from the conclusion of the AGM.

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