|Delayed - 06/18 11:35:27 am|
Sirius Real Estate : Notice of Annual General Meeting
|06/11/2021 | 09:12am|
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 should seek your own advice from your stockbroker, Central Securities Depositary Participant ("CSDP"), solicitor, accountant or other professional adviser authorised under either: (i) if you are resident in the United Kingdom, the Financial Services and Markets Act 2000; or (ii) if you are resident in South Africa, the Financial Markets Act, No.19 of 2012; or (iii) if you are not resident in the United Kingdom or South Africa, from another appropriately authorised independent financial adviser.
If you have sold or otherwise transferred all your ordinary shares in Sirius Real Estate Limited (the "Company"), please forward this document, together with the accompanying documents, 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. However, these documents should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction. If you have sold or otherwise transferred only part of your holding of ordinary shares, you should retain these documents and consult the bank, stockbroker or other agent through whom the sale or transfer was effected.
SIRIUS REAL ESTATE LIMITED
(Incorporated in Guernsey under the Companies (Guernsey) Law, 2008, as amended,
with company registration number 46442)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE OF THE 2021 ANNUAL GENERAL MEETING AND A LETTER FROM YOUR CHAIRMAN ON THE BUSINESS TO BE CONDUCTED AT THAT MEETING, WHICH IS TO BE HELD ON FRIDAY 30 JULY 2021 AT 11AM (UK TIME) (12PM SAST)
AT 33 ST JAMES'S SQUARE, LONDON SW1Y 4JS.
Whether or not you propose to attend the Annual General Meeting, please return your proxy appointment to the Company's registrars by no later than 11am (UK time) (12pm SAST) on Wednesday 28 July 2021.
UK shareholders will not receive a Proxy Form for the 2021 AGM in the post. Instead, you may appoint a proxy online at www.signalshares.com, or by requesting a paper Proxy Form by contacting Link Group on 0371 664 0300 (calls are charged at the standard geographic rate and will vary by provider) or from overseas on +44 (0) 371 664 0300 (calls outside the United Kingdom will be charged at the applicable international rate) and returning it to Link Group at 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL so as to be received as soon as possible but in any event by no later than 11am (UK time) (12pm SAST) on Wednesday 28 July 2021. Lines are open between 9am and 5.30pm, Monday to Friday excluding public holidays in England
Information on the appointment of proxies via the CREST electronic proxy appointment service is provided on pages 8 and 12 of this document.
2 Sirius Real Estate Limited Notice of Annual General Meeting 2021
LETTER FROM THE CHAIRMAN OF THE COMPANY
Sirius Real Estate Limited
(Incorporated in Guernsey under the Companies (Guernsey) Law, 2008, as amended, with registered number 46442)
Daniel Kitchen (Independent Non-Executive Chairman)
PO Box 100
James Peggie (Independent Non-Executive Director, Senior Independent Director)
Trafalgar Court, 2nd Floor,
Andrew Coombs (Executive Director, Chief Executive Officer)
East Wing, Admiral Park
Alistair Marks (Executive Director, Chief Financial Officer)
St Peter Port
Mark Cherry (Independent Non-Executive Director)
Guernsey, GY1 3EL
Caroline Britton (Independent Non-Executive Director)
Kelly Cleveland (Independent Non-Executive Director)
11 June 2021
Notice of Annual General Meeting of Sirius Real Estate Limited (the "Company")
I am writing to inform you that the 2021 Annual General Meeting ("AGM" or the "Meeting") of the Company will be held at 11am UK time (12pm SAST) on Friday 30 July 2021 at 33 St James's Square, London SW1Y 4JS. The formal Notice of AGM and resolutions to be proposed are set out on pages 9 to 11.
The purpose of this letter is to explain certain elements of the business to be considered at the AGM.
The Board of Directors (the "Board") is keen to welcome shareholders in person to our Annual General Meeting this year, particularly given the constraints we faced in 2020 due to the Covid-19 pandemic. At present, the Board expects it to be possible for shareholders to attend.
The Board has closely monitored developments in relation to the Covid-19 pandemic. In recent months in the UK, these have included the easing of pandemic related restrictions on travel and social gatherings. The Board will continue to monitor UK Government guidelines in the lead-up to the AGM.
In order to ensure the health and safety of shareholders, the Board and the Company's employees, shareholders should note that the AGM will address only the formal business of the Meeting.
While at present the UK Government plans further easing and the possible removal of guidelines designed to limit the spread
of Covid-19, given the constantly evolving nature of the situation, shareholders should carefully consider whether it is appropriate or permissible to attend the Meeting in person this year. This applies in particular to shareholders who may have to travel across borders, from or through countries with applicable Covid-19 related travel restrictions. Shareholders should note that further changes may need to be put in place at short notice relating to attendance at the AGM, in light of UK Government or other applicable guidelines in force before and on the day of the Meeting.
As such, the Board continues to encourage all shareholders to appoint the Chairman of the Meeting or another proxy as early as possible in order to vote on the matters being considered at the Meeting.
The Board of Directors will work with the management of the venue to ensure the health and safety of those who attend. This could include arrangements for social distancing, wearing of face coverings, temperature checks, hand gels, confirmation that attendees are Covid-19 symptom free and limits on mingling of people.
Updates on the status of the AGM and any changes to the proceedings of the Meeting will be published on www.sirius-real-estate. com and announced to the both the London and South African exchanges through the relevant regulatory news services.
If you wish to ask a question relating to the business of the AGM, then you can email your questions in advance of the Meeting to AGM@sirius-real-estate.com and we will publish these questions and our answers to them on the Company's website (www.sirius-real-estate.com). Please note that questions of a similar nature may be grouped together and it may not be possible to answer all questions.
Each of Resolutions 1 to 16 will be proposed as an ordinary resolution, which means that for each resolution to be passed, more than half (i.e. a simple majority) of the votes cast whether in person or by proxy must be in favour of the resolution. Resolutions 17 to 20 will be proposed as special resolutions. This means that for each of these resolutions to be passed, at least three-quarters (i.e. 75%) of the votes cast whether in person or by proxy must be in favour of the resolution. Further information relating to each of the resolutions to be proposed at the AGM is set out below.
Annual Report and Accounts (Resolution 1)
Resolution 1 seeks shareholders' approval for the Annual Report and Accounts.
The Directors of the Company (the "Directors") are required to present to shareholders at the AGM the Annual Report and Accounts for the year ended 31 March 2021 (the "Annual Report and Accounts") together with the Directors' and auditors' reports contained in the Annual Report and Accounts. The Annual Report and Accounts are available on the Company's website at www.sirius-real-estate.com or may be requested and obtained in person, at no charge, at the Company's registered office during office hours.
Sirius Real Estate Limited Notice of Annual General Meeting 2021
Reappointment of Directors (Resolutions 2 to 9)
Resolutions 2 to 9 propose the election and re-election of all of the Directors.
Notwithstanding that the Company's Articles of Incorporation (the "Articles") require one-third of the Directors only to offer themselves for re-election by rotation, the Directors have resolved that they will all retire at the AGM, in accordance with the practice recommended by the UK Corporate Governance Code, and that they shall all offer themselves for election and re-election by the shareholders.
The Board of Directors (the "Board") has been subject to the Hampton-Alexander diversity targets for FTSE 250 companies since it joined the index in September 2019. The Board is a small Board of Directors and continuing to broaden boardroom diversity is a primary consideration for appointments. I am pleased with the progress being made during the refreshment of the Board detailed below, after which we will have three female Directors, representing 37.5% of the Board.
The Board is proposing the election of Joanne Kenrick ("Jo") as a non-executive Director. The Board announced Jo's appointment to the Board on 9 June 2021 and subject to election by the shareholders, Jo's commencement date is on 1 September 2021. All other Directors, including myself, are standing for re-election. Biographical details of each of the proposed candidates for re-election can be found on pages 50 and 51 of the Company's Annual Report and Accounts and a summary curriculum vitae for each candidate is provided below.
Following a performance evaluation during the year, the Board considers that each of the Directors standing for re-election continues to make an effective and valuable contribution and that they demonstrate commitment to their respective roles. The Board is satisfied that, in its judgement, all of the Non-Executive Directors being proposed for election or re-election meet the independence criteria prescribed in the UK Corporate Governance Code as all are independent in character and judgement and there are no relationships or circumstances which are likely to affect, or could appear to affect, their judgement.
Summary curriculum vitae of Caroline Britton (Resolution 2)
Caroline is a Chartered Accountant and was an audit partner at Deloitte LLP from April 2000 to May 2018, having qualified with its predecessor firm Touche Ross & Co. In addition to providing audit and advisory services in the financial services sector, Caroline ran the FTSE 250 Deloitte NextGen CFO programme. Caroline is a non-executive director of Moneysupermarket.com Group plc and Revolut Limited, at both of which she chairs the audit committees. Caroline became the Chair of the Company's Audit Committee at the close of the annual general meeting held on 31 July 2020. Caroline holds no further listed non-executive directorship positions.
Importance of contribution and reasons for re-election: Caroline's strong financial background and regulatory experience make her ideally skilled to chair the Audit Committee. Her governance expertise also gives her valuable insights as a member of the Sustainability and Ethics, Nomination and Remuneration Committees.
Summary curriculum vitae of Mark Cherry (Resolution 3)
Mark Cherry is a Chartered Surveyor, having qualified in 1983, and brings a wealth of real estate knowledge in the investment and asset management markets. Mark was a main board director of Green Property plc for ten years, where he was responsible for its UK assets and left on the sale of the portfolio in 2003. Subsequently he held a board level role at Teesland plc, a fund and asset manager specialising in small industrial estates with offices throughout Europe, including three in Germany. In 2010 Mark joined Lloyds Banking Group as the head of asset management within the real estate "bad bank", where he was responsible for setting up a number of initiatives to optimise recovery proceeds from defaulted loans. He is currently employed on a part-time basis by Invesco Asset Management Limited as its adviser to the real estate lending team. Mark holds no further listed non-executive directorship positions.
Importance of contribution and reasons for re-election: Mark is a Chartered Surveyor who has specialised for over 30 years in European industrial real estate markets and brings valuable commercial real estate experience as a member of the Board and of its sub-committees.
Summary curriculum vitae of Kelly Cleveland (Resolution 4)
Kelly is a Chartered Accountant, having qualified in New Zealand in 2001 at PricewaterhouseCoopers, and has worked in real estate in the UK since 2004. She is currently head of investment at The British Land Company plc, the FTSE 100 REIT, where she has worked for more than ten years, including three years in group strategy. Kelly previously held roles in corporate finance and finance respectively at the Grosvenor Group and Burberry Group PLC. Kelly holds no further listed non-executive directorship positions.
Importance of contribution and reasons for re-election: Kelly is a Chartered Accountant and head of investment for The British Land Company plc, with significant experience in finance and real estate. Kelly has a particular interest in progressing ESG matters within Sirius and brings valuable accounting experience to the Audit Committee.
Summary curriculum vitae of Andrew Coombs (Resolution 5)
Andrew Coombs joined the Sirius Group in January 2010 from the Regus Group plc (now IWG plc) where he had been UK sales director, and became CEO of Sirius Real Estate in January 2012. Before Regus he was a director and general manager for MWB Business Exchange plc.
Importance of contribution and reasons for re-election: Andrew has a strong career in business leadership and sales in the commercial property sector, with a particular background in flexible and serviced workspace. Andrew's responsibilities to Sirius Real Estate include formulating and delivering on the Group's strategy for creating shareholder value, as well as how the business manages its relationship with its other stakeholders. Andrew chairs the Board's Sustainability and Ethics Committee, details of which are set out on pages 73 and 74 of the Annual Report 2021.
4 Sirius Real Estate Limited Notice of Annual General Meeting 2021
LETTER FROM THE CHAIRMAN OF THE COMPANY CONTINUED
Sirius Real Estate Limited
Summary curriculum vitae of Joanne Kenrick (Resolution 6)
Joanne Kenrick has had a commercial marketing career spanning over 30 years and has extensive listed, private and charitable board experience. For five years until 2015 she was the marketing and digital director for Homebase, prior to which she was chief executive officer of Start, where she established and oversaw HRH the Prince of Wales's public facing initiative for a more sustainable future. Joanne's former roles include marketing and customer proposition director for B&Q and marketing director at Camelot Group plc. She was previously a non-executive director of Principality Building Society for six years, during which time she was also a member of the audit and conduct risk committees. Joanne has a degree in law and started her career at Mars Confectionery and PepsiCo.
Joanne Kenrick is currently a non-executive Director of Safestore Holdings plc; a non-executive Director and remuneration committee chair for both Welsh Water and Coventry Building Society, as well as being deputy chair and the senior independent director for the latter; and chair of Switching Services Participant Committee and of PayM for Pay.uk. She is also chair of trustees of the charity Make Some Noise.
Joanne Kenrick is being proposed for election, having been appointed by the Board, as announced on 9 June 2021, with a commencement date of 1 September 2021.
Summary curriculum vitae of Daniel Kitchen (Resolution 7)
Daniel Kitchen brings more than 25 years of property and finance experience in both the listed and private markets. After 14 years in corporate finance and M&A with the Investment Bank of Ireland, he was appointed in 1994 as chief finance officer of Green Property plc, an Irish listed property company. In 2003 he left to join Heron International as group finance director and deputy chief executive. Daniel has previously chaired the Irish Nationwide Building Society, Applegreen plc and Workspace Group PLC and was a director of the Irish Takeover Panel. He is currently non-executive chairman of Hibernia REIT plc. Daniel holds no further listed non-executive directorship positions.
Importance of contribution and reasons for re-election: Daniel brings a wealth of commercial property, business and board leadership experience to the Company and has taken on the role of designated director to engage with employees.
Summary curriculum vitae of Alistair Marks (Resolution 8)
Alistair Marks joined the Sirius Group in 2007 from MWB Business Exchange plc just before Sirius's original IPO, and became CFO of Sirius Real Estate in January 2012. Prior to MWB Business Exchange, Alistair held financial roles with BBA Group Plc and Pfizer Limited, and qualified as a Chartered Accountant with BDO in Australia.
Importance of contribution and reasons for re-election: Alistair brings a blend of senior finance and commercial property expertise and is responsible for the Company's financial management and control across the Group, including its banking relationships. He is also responsible for the Group's acquisitions and oversees Sirius' capex investment and service charge recovery programmes.
Summary curriculum vitae of James Peggie (Resolution 9)
James Peggie is a director and general counsel of the Principle Capital group, a private investment business he co-founded in 2004. He is a qualified Solicitor and previously was head of legal and corporate affairs at the Active Value group. Before that he worked in the corporate finance division of law firm Sinclair Roche & Temperley, prior to its merger with Stephenson Harwood. James holds no further listed non-executive directorship positions.
Importance of contribution and reasons for re-election: James has over 25 years' experience in corporate finance and M&A, as well as the securities markets and wealth management. He has extensive experience as a director of his group's private investments, many of which have been in the real estate sector. He was a non-executive director of Liberty plc, owner of the eponymous store in London, from 2006 to 2010 and has previously been responsible for the operations of three listed investment companies. James is the Senior Independent Director as well as the Chairman of the Remuneration Committee and has recently led the Company through a review of the Directors' Remuneration Policy and the introduction of a new LTIP as proposed at this AGM.
Auditors (Resolutions 10 and 11)
Resolution 10 relates to the reappointment of Ernst & Young LLP as the Company's auditors. Resolution 11 authorises the Audit Committee to determine the remuneration of the Company's auditors.
The Company is required at each annual general meeting at which accounts are presented to appoint auditors (recommended by the Audit Committee) to hold office until the conclusion of the next such meeting. It is normal practice for shareholders to resolve at the annual general meeting that the Audit Committee decides on the level of remuneration of the auditors for the audit work to be carried out by them in the current financial year. The amount of remuneration paid to the auditors for the financial year ended 31 March 2021 is set out on page 68 of the Company's Annual Report and Accounts. The amount of remuneration paid to the auditors in the current financial year will be disclosed in the next audited accounts of the Company.
Non-binding advisory vote on the payment of the dividend (Resolution 12)
Resolution 12 relates to the payment of the dividend proposed in the Annual Report and Accounts.
In accordance with Article 110.1 of the Company's Articles of Incorporation, the Board has authorised the payment of a dividend of €0.0198 per ordinary share in respect of the six months ended 31 March 2021 (2020: €0.0180), which does not under either Guernsey law or the Articles of Incorporation legally require shareholder approval. Using Board approval enables the scrip dividend programme to run alongside the annual general meeting process. By tabling a non-binding advisory vote, shareholders are able to express their views on the payment of the dividend, and the Board undertakes to cancel payment of the dividend if Resolution 12 is not passed. Subject to such cancellation, the dividend will be paid on Thursday 19 August 2021 to shareholders on the register of members at the close of business on Friday 9 July 2021. Once again qualifying shareholders will be offered the chance to receive some or all of their entitlement to the dividend in new ordinary shares instead of cash.
Sirius Real Estate Limited Notice of Annual General Meeting 2021
Non-binding advisory vote on a new Remuneration Policy (Resolution 13)
Resolution 13 is to receive and approve a new Remuneration Policy (the "New Policy").
The New Policy is to replace our current Remuneration Policy which was adopted in 2018. The New Policy sets out the Company's policy with respect to the making of remuneration payments and payments for loss of office to Directors. A summary of the principal changes between the New Policy and the 2018 Policy is set out on pages 77 to 78 and the 2021 Policy is set out on pages 84 to 89 of the accompanying Annual Report and Accounts 2021.
However, the Board will consider the outcome of the vote, and any feedback received from shareholders, and decide whether future amendments to the policy are required.
Non-binding advisory vote on the implementation report on the Company's Remuneration Policy (Resolution 14)
Resolution 14 is to approve the implementation report on the Company's Remuneration Policy.
This resolution enables shareholders to express their views on the implementation of the Company's Remuneration Policy during the year ended 31 March 2021, which is set out in full on pages 75 to 83 and 90 to 99 of the Annual Report and Accounts under the heading "Annual Report on Remuneration".
Resolution 14 is of an advisory nature only and failure to pass this resolution will therefore not have any legal consequences relating to existing remuneration agreements. However, the Board will take the outcome of the vote, and any feedback from shareholders, into consideration when considering how it implements the Company's Remuneration Policy going forward, or whether any change in implementation for the current financial year is warranted where possible.
Authority for the Company to offer the right to elect to receive ordinary shares instead of the dividend in whole or in part (Resolution 15)
Resolution 15 relates to the issue of a scrip dividend.
The Articles permit the Board, if authorised by an ordinary resolution of the Company, to offer any holders of any particular class of shares the right to elect to receive further shares (whether or not of that class), credited as fully paid, instead of cash in respect of all or part of any dividend (the "scrip dividend"). A scrip dividend authority was approved at the annual general meeting of the Company in 2020 and the Directors are seeking to renew this authority at the AGM. The authority contained in this resolution is sought only in respect of the financial year ending 31 March 2022.
A scrip dividend allows shareholders who elect to receive further shares instead of cash under the programme to increase their shareholding in the Company without incurring dealing or stamp duty costs. It also allows the Company greater flexibility in managing its capital resources by retaining cash within the business. The Board will retain the discretion to decide whether to offer a scrip dividend alternative in respect of each future dividend. It is the intention of the Board to do so in respect of the dividend of €0.0198 per ordinary share authorised by the Board in respect of the second half of the financial year ended 31 March 2021.
A circular will be sent to shareholders setting out full details of the terms and conditions and instructions on how to participate in the scrip dividend.
Authority to issue shares (Resolution 16)
Resolution 16 relates to the Board's authority to issue shares.
At the last annual general meeting of the Company held on 31 July 2020, the Directors were given authority to issue ordinary shares in the capital of the Company up to up to an aggregate amount equal to 692,246,546 ordinary shares, representing approximately two-thirds of the Company's issued ordinary share capital calculated as at 5 June 2020. This authority expires at the conclusion of the Meeting and Resolution 15 seeks to renew that authority as set out below.
Pursuant to Article 8 of the Articles, the Directors may only issue or grant rights over shares if authorised to do so by an ordinary resolution passed by shareholders.
The Investment Association ("IA") guidelines on the Directors' authority to issue shares state that IA members will permit, and treat as routine, resolutions seeking authority to issue shares representing up to one-third of a company's issued share capital (excluding treasury shares). In addition, they will treat as routine a request for authority to issue shares representing up to a further one-third of a company's issued share capital (excluding treasury shares) provided that this additional authority is only used to issue shares for the purpose of a fully pre-emptive rights issue.
The Board considers it appropriate that the Directors should continue to have this authority to issue shares in the capital of the Company. Accordingly and in accordance with the IA guidelines, Resolution 16, if passed, would authorise the Board to issue new shares or grant rights to subscribe for, or convert any security into, new shares up to an aggregate amount equal to 701,877,911 ordinary shares, representing two-thirds of the Company's issued ordinary share capital (there are no shares held in treasury) as at 4 June 2021 (being the latest practicable date prior to the publication of this document). Of this amount, 350,938,955 ordinary shares can only be issued pursuant to a rights issue and the Board will be limited in its use of this authority in respect of non-pre-emptive issues of shares for cash in the terms set out in Resolutions 17 and 18 as set out below.
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Sirius Real Estate Limited published this content on 11 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 June 2021 13:11:09 UTC.