PREMIER FOODS PLC

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Premier Foods : 2022 AGM Notice

05/30/2022 | 12:00am

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to what action to take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other appropriate independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if you reside elsewhere, another appropriately authorised financial adviser. If you sell or transfer, or have sold or transferred, all of your shares in Premier Foods plc, please send this document and the accompanying form of proxy as soon as possible to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

PREMIER FOODS PLC

(Incorporated in England and Wales with registered number 5160050)

NOTICE OF ANNUAL GENERAL MEETING 2022

11.00 am on Wednesday 20 July 2022

Your attention is drawn to the letter from the Chairman of Premier Foods plc (the "Company") on pages 2 to 4 of this document, which sets out how the meeting will be conducted, and also recommends voting in favour of the resolutions to be proposed at the 2022 Annual General Meeting referred to below.

Notice of the Annual General Meeting of the Company to be held at 11.00 am on Wednesday 20 July 2022 is set out on pages 5 and 6 of this document. Shareholders will find enclosed with this document a form of proxy for use at the Annual General Meeting. Whether or not you intend to be present at that meeting, you are asked to complete the enclosed form of proxy and return it to Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA so as to arrive no later than 11.00 am on Monday 18 July 2022. The completion and return of a form of proxy will not prevent you from attending the Annual General Meeting and voting in person should you wish to do so.

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6 June 2022

Premier Foods plc

Premier House

Centrium Business Park

Griffiths Way

St Albans

Hertfordshire

AL1 2RE

Dear Shareholder,

Annual General Meeting ("AGM")

This year's AGM will be held at 11.00 am on Wednesday 20 July 2022 at the Company's offices at Premier House, Centrium Business Park, Griffiths Way, St Albans, AL1 2RE, and we look forward to welcoming those shareholders who are able to attend. In addition, shareholders will also be able to view proceedings via a live videocast, details of which are set out below.

  • Attendance at the AGM will be restricted to shareholders only.
  • To enable us to monitor the number of shareholders likely to attend and make the appropriate arrangements to safely accommodate everyone, we encourage shareholders wishing to attend the AGM in person to register via investor.relations@premierfoods.co.uk by 11.00 am on Friday 15 July 2022.
  • As always, if shareholders are unable to attend the AGM in person, they are strongly encouraged to submit their votes by proxy.

Shareholders who do not wish, or are unable, to attend the AGM in person, will be able to view the proceedings via a live videocast and are invited to submit questions in advance of the AGM via email at investor.relations@premierfoods.co.uk by no later than 11.00 am on Friday 15 July 2022. These questions will be answered either at the AGM or, where appropriate, by publishing responses on thematic topics on our website either prior to, or shortly after, the AGM.

Shareholders who would like to follow the AGM through the live videocast should email investor.relations@premierfoods.co.uk to request receipt of the registration details. Please note that, whilst shareholders will be able to view the conduct of the AGM, and submit written questions during the meeting, it will not be possible to submit votes live at the AGM.

Whilst all COVID-19 restrictions in the UK have been removed at the time of issuing this Notice of Meeting (the "Notice"), we will continue to monitor the situation and prevailing UK Government guidance and, if it becomes appropriate or necessary to make changes to the format of the 2022 AGM, we will inform shareholders as soon as we can via our website (www.premierfoods.co.uk). Shareholders should check our website to ensure that they have the most up to date information available regarding the AGM. We would like to thank all shareholders in advance for their co-operation and understanding.

Shareholders are strongly encouraged to vote in advance of the AGM by submitting a form of proxy electronically or by post as soon as possible, and these must be received by no later than 11.00 am on Monday 18 July 2022. Shareholders who wish to appoint a proxy are encouraged to appoint the Chairman of the meeting as their proxy. The completion and return of a form of proxy will not prevent you from attending the AGM and voting in person should you wish to do so.

Set out in this document is an explanation of the business to be considered at this year's AGM, the Notice and explanatory notes.

Voting

There are three ways you can vote on the resolutions proposed at the AGM:

  1. appoint a proxy to participate and vote on your behalf by logging on to www.sharevote.co.uk (to use this service you will need your Voting ID, Task ID and Shareholder Reference Number printed on the accompanying form of proxy); or
  2. appoint a proxy to participate and vote on your behalf, using the form of proxy accompanying the Notice or (for shares held through CREST) via the CREST proxy voting system; or
  3. attend and vote at the AGM.

The accompanying form of proxy invites you to vote in one of three ways for each resolution: for, against or vote withheld. At the AGM itself, the votes will be taken by poll rather than on a show of hands. This approach has been chosen as the outcome is more democratic given that the votes of shareholders who have lodged proxies are added to the votes of shareholders present at the AGM. The results will be published on our website (www.premierfoods.co.uk) following the AGM and will be released to the London Stock Exchange. Further details are available in the Notes section of this Notice on pages 7 and 8.

Types of resolutions

Resolutions 1 to 18 are proposed as ordinary resolutions and resolutions 19 to 21 are proposed as special resolutions. For each ordinary resolution to be passed, more than half of the votes cast must be in favour of the resolution and, for each special resolution to be passed, at least three- quarters of the votes cast must be in favour of the resolution.

Resolution 1: Receive the 2021/22 annual report

The Board asks that shareholders receive the directors' and auditor's reports and the accounts for the 52 week period ended 2 April 2022.

Resolution 2: Approval of the Directors' Remuneration Report

The directors are required to prepare the Directors' Remuneration Report, comprising an annual report detailing the remuneration of the directors and a statement on behalf of the Remuneration Committee. The Company is required to seek shareholders' approval in respect of the contents of this report on an annual basis (excluding the part containing the Directors' Remuneration Policy). The vote is an advisory one.

Resolution 3: Approval of a final dividend

A final dividend can only be paid by the Company if it has been approved by shareholders.

This resolution is to approve a final dividend of 1.2 pence per ordinary share of the Company for the 52 week period ended 2 April 2022, recommended by the directors. If approved, the final dividend will be paid on 29 July 2022 to all shareholders on the register of members at close of business on 1 July 2022.

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Resolutions 4 to 14: Election of directors

The UK Corporate Governance Code (the "Code") recommends that all directors stand for annual election. Pam Powell and Daniel Wosner will be retiring as non-executive directors at the end of the AGM and will not be standing for re-election. All other directors will seek election or re-election, as applicable, at this year's AGM. Biographical details of the directors are given in Appendix 1 to the Notice. The directors believe that the Board continues to maintain an appropriate balance of knowledge and skills. This follows an assessment by the Nomination Committee which confirmed that each director makes an effective and valuable contribution to the Board and demonstrates commitment to the role (including making sufficient time available for Board and committee meetings and other duties as required).

The Board considers that Richard Hodgson, Simon Bentley, Roisin Donnelly, Tim Elliott, Tania Howarth, Helen Jones, and Lorna Tilbian are independent non-executive directors. I was also considered independent, upon appointment as Chairman in August 2019. Yuichiro Kogo was appointed as a representative director under the terms of the relationship agreement between the Company and our largest shareholder, Nissin Foods Holdings Co., Ltd. Whilst fully independent of management, he is not considered independent under the Code.

Resolutions 15 and 16: Reappointment and remuneration of auditor

On the recommendation of the Audit Committee, the Board proposes in resolution 15 that KPMG be reappointed as auditor of the Company. KPMG was appointed as the Company's auditor in September 2015. The Company is proposing to undertake an audit tender exercise, the result of which will not be known until after the 2022 AGM has been held. In the interim period, KPMG has indicated its willingness to continue to act as the Company's auditor until the outcome of the tender has been concluded. An update on the outcome of the tender exercise will be communicated once it has been completed.

Resolution 16 proposes that, following normal practice, the Audit Committee be authorised to set the auditor's remuneration.

Resolution 17: Authority to make political donations

Part 14 of the Companies Act 2006 prohibits companies from making political donations exceeding £5,000 in aggregate in any 12-month period to (i) political parties, (ii) other political organisations and (iii) independent election candidates and from incurring political expenditure without shareholders' consent. However, the legal definitions used in the Companies Act 2006 are very broadly drafted. As a result, they may catch normal business activities such as funding seminars and other functions to which politicians are invited, supporting certain bodies involved in policy review and law reform and matching employees' donations to certain charities.

Accordingly, the Board has decided to seek shareholder authority on a precautionary basis only, to ensure that the Company's normal business activities are within the Companies Act 2006, allowing the Company and its subsidiaries to make donations and incur expenditure which may be deemed to fall within this legislation capped at £50,000 per annum.

It remains the Company's policy not to make political donations, or incur political expenditure within the ordinary meaning of those words, and the directors do not intend to use the authority for that purpose. In line with best practice guidelines, published by the Investment Association ("IA"), this resolution is put to shareholders annually rather than every four years as required by the Companies Act 2006.

Resolution 18: Authority to allot shares

Under the Companies Act 2006, the directors may allot shares and grant rights to subscribe for or convert any securities into shares if authorised to do so in a general meeting. The authority being renewed will permit the directors to:

  1. allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares of the Company up to an aggregate nominal amount equal to £28,770,563 (representing 287,705,630 ordinary shares). This amount represents approximately one-third of the issued ordinary share capital of the Company as at the date of this Notice; and
  2. in line with guidance issued by the IA, allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares in the Company in connection with a rights issue, up to an aggregate nominal amount of £57,541,126 (representing 575,411,260 ordinary shares), as reduced by the nominal amount of any shares issued under paragraph (a) of this resolution. This amount (before any reduction) represents approximately two-thirds of the Company's issued ordinary share capital as at the date of this Notice.

The directors have no present intention to exercise either of the authorities sought under this resolution, but the Board wishes to ensure that the Company has maximum flexibility in managing its capital resources. Should the directors decide to exercise the authorities, they intend to follow IA recommendations concerning their use (including as regards the directors standing for re-election in certain cases). As at the date of this Notice no shares are held by the Company in treasury.

Resolution 19: Disapplication of pre-emption rights

Conditional on the passing of resolution 18, resolution 19 will be proposed, in which the Board is seeking authority to allot ordinary shares (or sell any ordinary shares which the Company elects to hold in treasury) for cash without first offering them to the existing shareholders in proportion to their existing shareholdings. This right of shareholders is commonly known as a pre-emption right.

In light of the IA guidelines described in relation to resolution 18 above, this authority will be limited to allotments or sales in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those shares or as the Board otherwise considers necessary, or otherwise up to a maximum nominal value of £4,315,584 (representing 43,155,840 ordinary shares). This amount represents approximately 5% of the issued share capital of the Company as at the date of this Notice.

In respect of this aggregate nominal amount, the directors also confirm their intention to follow the provisions of the Pre-Emption Group's Statement of Principles (the "Principles") regarding cumulative usage of any authorities granted pursuant to substantially the same terms as the authority sought under resolution 18 within a rolling 3-year period where the Principles provide that usage in excess of 7.5% should not take place without prior consultation with shareholders.

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Resolution 20: Disapplication of pre-emption rights for an acquisition or a specified capital investment.

Conditional on the passing of resolution 18, resolution 20 will be proposed in which the Board is seeking, in addition to the authority granted under resolution 19, authority to allot ordinary shares (or sell any ordinary shares which the Company elects to hold in treasury) up to an amount representing approximately 5% of the issued share capital of the Company for cash, without first offering them to the existing shareholders in proportion to their existing shareholdings, in connection with an acquisition or a specified capital investment (within the meaning of the Principles).

The Board confirms that it will only allot shares pursuant to the authority referred to in resolution 20, where that allotment is in connection with an acquisition or specified capital investment, which is announced contemporaneously with the allotment, or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.

The authorities sought under Resolutions 18 to 20 will expire on the conclusion of the 2023 AGM or at close of business on 20 October 2023, whichever is sooner.

Resolution 21: Notice period for general meetings

Under the Companies Act 2006, the notice period for general meetings is 21 clear days unless shareholders approve a shorter notice period, which cannot, however, be less than 14 clear days. AGMs will continue to be held on at least 21 clear days' notice. The Board is proposing resolution 21 to allow the Company to be able to call general meetings (other than AGMs) on 14 clear days' notice. The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole.

Recommendation

Your Board considers that the resolutions proposed are in the best interests of the Company and its shareholders as a whole. Accordingly, the directors unanimously recommend that shareholders vote in favour of all resolutions, as they intend to do in respect of their own shareholdings.

Colin Day

Chairman

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NOTICE OF 2022 ANNUAL GENERAL MEETING

Premier Foods plc

Notice is hereby given that the Annual General Meeting ("AGM") of Premier Foods plc (the "Company") will be held at 11.00 am on Wednesday 20 July 2022 at the Company's offices at Premier House, Centrium Business Park, Griffiths Way, St Albans, AL1 2RE to transact the following business: To propose and, if thought fit, to pass resolutions 1 to 18 (inclusive) as ordinary resolutions and resolutions 19 to 21 (inclusive) as special resolutions, as set out below.

Resolution 1. That the directors' and auditor's reports, and the audited accounts of the Company for the 52 week period ended 2 April 2022 ("2021/22 annual report") be received.

Resolution 2. That the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) for the 52 week period ended 2 April 2022, as set out on pages 79 to 95 of the 2021/22 annual report, be approved.

Resolution 3. That a final dividend of 1.2 pence per ordinary share of the Company in respect of the 52 week period ended 2 April 2022, payable on 29 July 2022 to all shareholders on the register of members at close of business on 1 July 2022, be approved.

That the following individuals be elected: Resolution 4: Tania Howarth as a director. Resolution 5. Lorna Tilbian as a director.

Resolution 6. Roisin Donnelly as a director.

That the following directors who are seeking re-election on an annual basis in accordance with the UK Corporate Governance Code be re-elected:Resolution 7. Colin Day as a director.

Resolution 8. Alex Whitehouse as a director. Resolution 9. Duncan Leggett as a director. Resolution 10. Richard Hodgson as a director. Resolution 11. Simon Bentley as a director. Resolution 12. Tim Elliott as a director. Resolution 13. Helen Jones as a director. Resolution 14. Yuichiro Kogo as a director.

Resolution 15. That KPMG LLP be reappointed as auditor of the Company to hold office until the conclusion of the next general meeting at which accounts are laid.

Resolution 16. That the Audit Committee be authorised to determine the remuneration of the auditor on behalf of the Board.

Authority to make political donations

Resolution 17. That, in accordance with sections 366 and 367 of the Companies Act 2006, the Company and all companies which, at any time during the period for which this resolution has effect, are subsidiaries of the Company, be and are hereby authorised, in aggregate, to:

  1. make political donations to political organisations other than political parties not exceeding £50,000 in total; and
  2. incur political expenditure not exceeding £50,000 in total, (as such terms are defined in sections 363 to 365 of the Companies Act 2006) during the period commencing on the date of this resolution and ending at the conclusion of the 2023 AGM or close of business on 20 October 2023, whichever is sooner, provided that the aggregate amount of any such donations and expenditure shall not exceed £50,000.

Authority to allot shares

Resolution 18. That the directors be and are hereby generally and unconditionally authorised to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company (in accordance with section 551 of the Companies Act 2006):

  1. up to an aggregate nominal amount of £28,770,563 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of such sum); and
  2. comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to an aggregate nominal amount of £57,541,126 (such amount to be reduced by any allotments or grants made under paragraph (a) above) in connection with an offer by way of a rights issue:
    1. to ordinary shareholders in proportion (as nearly as practicable) to their existing holdings; and
    2. to holders of any other class of equity securities as required by the rights of those securities or as the directors otherwise consider necessary, and so that the Board may impose any limits or restrictions or make any other arrangements as it may deem necessary or appropriate
      in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or by virtue of shares being represented by depository receipts or any other matter, such authorities to apply until the conclusion of the 2023 AGM or close of business on 20 October 2023, whichever is sooner, but, in each case, during this period the Company may make offers or enter into agreements that would or might require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the directors may allot shares or grant rights to subscribe for or convert securities into shares in pursuance of any such offer or agreement as if the authority conferred hereby had not ended.

Disapplication of pre-emption rights

Resolution 19. That, if resolution 18 is passed, the directors be given power to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such powers to be limited:

  1. to the allotment of equity securities or the sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (in the case of the authority sought under resolution 18 (b), by way of a rights issue only):
    1. to ordinary shareholders, in proportion (as nearly as practicable) to their existing holdings; and
    2. to holders of any other class of equity securities, as required by the rights of those securities or as the directors otherwise consider necessary, and so that the Board may impose any limits or restrictions or make any other arrangements as it may deem necessary or appropriate
      in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory or by virtue of shares being represented by depository receipts or any other matter; and

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Disclaimer

Premier Foods plc published this content on 30 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 June 2022 10:21:04 UTC.

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