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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any
doubt as to the action you should take, you should consult your stockbroker, bank manager,
solicitor, accountant or other professional adviser immediately.
If you have sold or transferred all of your shares in GKN plc, please pass this document, together with the accompanying form of proxy, to the
purchaser or transferee or to the person who arranged the sale or transfer so that they can pass these documents to the person who now holds the
shares.
GKN plc
Annual general meeting
5 May 2016
To be valid, proxy appointments for the annual general meeting must be received by GKN’s registrar, Equiniti, not later than 2.00 p.m. on Tuesday
3 May 2016 (see page 6 for instructions).
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GKN plc
PO Box 55
Ipsley House
Ipsley Church Lane
Redditch
Worcestershire, B98 0TL
England
30 March 2016
Dear Shareholder,
2016 annual general meeting
I am pleased to enclose the notice convening the annual general meeting of GKN plc, to be held at 2.00 p.m. on Thursday 5 May 2016. The meeting
will be held at 195 Piccadilly, London W1J 9LN. Accompanying this circular are the 2015 annual report and accounts and a form of proxy.
The formal notice of meeting is set out on pages 3 to 4. Much of the business at the meeting will be familiar to shareholders, but I would like to
highlight the resolution relating to a change in our auditors. In light of new regulations, a formal tender process to appoint a new external audit
firm was carried out in 2015 which resulted in the selection of Deloitte LLP as the Company’s auditors. A resolution to confirm the appointment
of Deloitte will be put to shareholders at the AGM. If passed, PricewaterhouseCoopers LLP will cease to hold office at the conclusion of the AGM.
As required by the Companies Act 2006, PwC has issued a statement of circumstances upon ceasing to hold office, a copy of which is provided
in Appendix 2 to this document on page 8.
Details of all the resolutions to be proposed at the meeting are set out in the explanatory notes provided in Appendix 1 to this circular.
Method of voting and action to be taken by shareholders
All resolutions put to shareholders will be decided by way of a poll. This will ensure that the votes of all shareholders, including the majority of our
shareholders who cannot attend the meeting but who submit a proxy form, are counted.
You can use your vote by attending the meeting or by appointing a proxy to attend the meeting and vote on your behalf. This can be done:
•
•
•
•
by returning the accompanying form of proxy in the post;
electronically by visiting www.sharevote.co.uk;
for shareholders who have registered with Shareview, electronically by visiting www.shareview.co.uk; or
using the CREST electronic proxy appointment service (for CREST members).
In each case the notice of appointment of your proxy should reach our registrar, Equiniti, no later than 2.00 p.m. on Tuesday 3 May 2016. Further
details are set out on page 6 in the Notes to this circular.
Appointing a proxy will not prevent you from attending and voting at the AGM if you so wish.
Recommendation
Your Directors consider that the passing of the resolutions to be proposed at the AGM is in the best interests of the Company and of shareholders as
a whole and unanimously recommend that shareholders vote in favour of the resolutions as they intend to do in respect of their own beneficial
shareholdings.
Yours faithfully,
Mike Turner CBE
Chairman
GKN plc is registered in England No. 4191106
Registered office: PO Box 55, Ipsley House, Ipsley Church Lane,
Redditch, Worcestershire B98 0TL, England
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ANNUAL GENERAL MEETING
Notice of annual general meeting
Notice is hereby given that the annual general meeting (AGM)
of GKN plc will be held at 195 Piccadilly, London W1J 9LN on
Thursday 5 May 2016 at 2.00 p.m. to consider and, if thought fit,
pass the following resolutions. Resolutions 17, 18 and 19 will be
proposed as special resolutions; all other resolutions will be
proposed as ordinary resolutions.
Annual report and accounts
1 That the annual report and accounts for the year ended
31 December 2015 be received.
Dividend declaration
2 That a final dividend of 5.8 pence per ordinary share of 10 pence
each be declared in respect of the year ended 31 December 2015,
payable to shareholders on the register of members at the close of
business on 8 April 2016.
Re-election and election of Directors
3 That Mr M J Turner be re-elected as a Director.
4 That Mr N M Stein be re-elected as a Director.
5 That Mr A C Walker be re-elected as a Director.
6 That Mr K L Cummings be elected as Director.
7 That Mr P A Swash be elected as Director.
8 That Mr A G Cockburn be re-elected as a Director.
9 That Mr T Erginbilgic be re-elected as a Director.
10 That Mrs S C R Jemmett-Page be re-elected as a Director.
11 That Professor R Parry-Jones be re-elected as a Director.
Auditors
during the period beginning on the date of the passing of this
resolution and expiring at the conclusion of the next AGM of the
Company or on 5 August 2017, whichever is the earlier, provided
that the combined aggregate amount of donations made and
political expenditure incurred pursuant to this authority shall not
exceed £50,000 and that the maximum amounts referred to in (i),
(ii) and (iii) may comprise sums in different currencies which shall
be converted at such rate as the Directors may in their absolute
discretion determine to be appropriate. For the purposes of this
resolution, “political donations”, “political parties”, “independent
election candidates”, “political organisations” and “political
expenditure” have the meanings ascribed to them in sections 363
to 365 of the Companies Act 2006.
Authority to allot shares
16 That, in substitution for all existing authorities, and without
prejudice to previous allotments or offers or agreements to allot
made pursuant to such authorities, the Directors be generally and
unconditionally authorised in accordance with section 551 of the
Companies Act 2006 to exercise all the powers of the Company to
allot shares in the Company or grant rights to subscribe for or
convert any security into shares in the Company:
(i)up to an aggregate nominal amount of £57,134,095, such
amount to be reduced by the aggregate nominal amount
allotted or granted under paragraph (ii) of this resolution 16 in
excess of £57,134,095; and
(ii) comprising equity securities (for the purposes of this resolution
as defined in section 560 of the Companies Act 2006) up to an
aggregate nominal amount of £114,268,190 (such amount to be
reduced by the aggregate nominal amount allotted or granted
under paragraph (i) of this resolution) in connection with an
offer by way of a rights issue:
12 That Deloitte LLP be appointed auditors of the Company to hold
office until the conclusion of the next AGM.
(A) to ordinary shareholders in proportion (as nearly as may
be practicable) to their existing holdings; and
13 That the Audit & Risk Committee be authorised to determine
the remuneration of the Company’s auditors in respect of their
appointment for the period ending at the conclusion of the
next AGM.
(B) to holders of other equity securities as required by the
rights of those securities or, subject to such rights, as the
Directors otherwise consider necessary,
Approval of the remuneration report
14 That the Directors’ remuneration report in the form set out on pages
76 to 94 of the 2015 annual report be approved.
Political donations
15 That the Company, and any company which is or becomes a
subsidiary of the Company at any time during the period to which
this resolution relates, be authorised for the purposes of section
366 of the Companies Act 2006 to:
(i) make political donations to political parties or independent
election candidates; and/or
(ii) make political donations to political organisations other than
political parties; and/or
(iii) incur political expenditure,
and so that the Directors may impose any limits or restrictions
and make any arrangements which they consider necessary or
appropriate to deal with treasury shares, fractional entitlements,
record dates, legal, regulatory or practical problems in, or
under the laws of, any territory or any other matter,
such authorities to apply until the end of the Company’s next AGM after
this resolution is passed (or, if earlier, until 5 August 2017) but, in each
case, so that the Company may make offers and enter into agreements
before the authority expires which would, or might, require shares to be
allotted or rights to subscribe for or to convert any security into shares
to be granted after the authority expires and the Directors may allot
shares or grant such rights under any such offer or agreement as if the
authority had not expired.
References in this resolution 16 to the nominal amount of rights to
subscribe for or to convert any security into shares (including where
such rights are referred to as equity securities as defined in section
560(1) of the Companies Act 2006) are to the nominal amount of shares
that may be allotted pursuant to the rights.
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ANNUAL GENERAL MEETING
Special Resolution
Special Resolution
17 That, in substitution for all existing powers and subject to the
passing of resolution 16, the Directors be generally empowered
pursuant to section 570 of the Companies Act 2006 to allot equity
securities (for the purposes of this resolution as defined in section
560 of the Companies Act 2006) for cash pursuant to the authority
granted by resolution 16 and/or pursuant to section 573 of the
Companies Act 2006, to sell ordinary shares held by the Company as
treasury shares for cash, in each case free of the restriction in
section 561 of the Companies Act 2006, such power to be limited:
18 That, subject to the Company’s articles of association and the
Companies Act 2006, the Company be generally and unconditionally
authorised to make market purchases (within the meaning of
section 693(4) of the Companies Act 2006) of ordinary shares of 10
pence each in the capital of the Company (each a “GKN Share” and
together the “GKN Shares”) provided that:
Disapplication of pre-emption rights
(i) to the allotment of equity securities in connection with an
offer of equity securities (but in the case of an allotment
pursuant to the authority granted by paragraph (ii) of
resolution 16, such power shall be limited to the allotment of
equity securities by way of a rights issue only):
Authority to purchase shares
(i) the maximum aggregate number of GKN Shares hereby
authorised to be purchased is 171,402,286;
(ii) the maximum price which may be paid for a GKN Share
purchased pursuant to this authority shall be the higher of:
(A) an amount equal to 105% of the average of the middle
market quotations of a GKN Share as derived from the
London Stock Exchange Daily Official List for the five
business days immediately preceding the day on which
that share is purchased; and
(A) to ordinary shareholders in proportion (as nearly as may
be practicable) to their existing holdings; and
(B) an amount equal to the higher of the price of the last
independent trade of a GKN Share and the highest current
independent bid for a GKN Share as derived from the
London Stock Exchange Trading System;
(B) to holders of other equity securities, as required by the
rights of those securities or, subject to such rights, as the
Directors otherwise consider necessary,
and so that the Directors may impose any limits or restrictions
and make any arrangements which they consider necessary or
appropriate to deal with treasury shares, fractional
entitlements, record dates, legal, regulatory or practical
problems in, or under the laws of, any territory or any other
matter; and
(ii) to the allotment of equity securities pursuant to the authority
granted by paragraph (i) of resolution 16 and/or a sale of
treasury shares for cash (in each case otherwise than in the
circumstances set out in paragraph (i) of this resolution) up to a
nominal amount of £17,140,229,
such power to apply until the end of the Company’s next AGM
after this resolution is passed (or, if earlier, until 5 August 2017)
but so that the Company may make offers and enter into
agreements before the power expires which would, or might,
require equity securities to be allotted after the power expires
and the Directors may allot equity securities under any such offer
or agreement as if the power had not expired.
and the minimum price which may be paid is 10 pence per GKN
Share (in each case exclusive of expenses payable by the
Company); and
(iii) the authority hereby conferred shall (unless renewed prior to
such date) expire at the conclusion of the next AGM of the
Company or on 5 August 2017, whichever is the earlier, provided
that the Company may make a purchase of any GKN Shares after
the expiry of this authority if the contract for purchase was
entered into before such expiry.
Special Resolution
Notice of general meetings
19 That a general meeting other than an annual general meeting may be
called on not less than 14 clear days’ notice in accordance with the
Company’s articles of association.
By order of the Board,
J Sclater
General Counsel & Company Secretary
30 March 2016
GKN plc is registered in England No. 4191106
Registered office: PO Box 55, Ipsley House, Ipsley Church Lane,
Redditch, Worcestershire B98 0TL, England
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Appendix 1
Explanatory notes to proposed Resolutions
Annual report and accounts (Resolution 1)
The annual report and accounts for the year ended 31 December 2015,
published on 30 March 2016, will be available at the annual general
meeting (the AGM) and can be viewed on GKN’s website at
www.gkn.com/investorrelations.
Dividend declaration (Resolution 2)
Shareholders are being asked to declare a final dividend of 5.8 pence
per share payable on 16 May 2016 to members on the register at the
close of business on 8 April 2016.
The dividend reinvestment plan will operate in respect of the 2015 final
dividend; further details can be found on GKN’s website.
Re-election and election of Directors (Resolutions 3 to 11)
Following their appointments to the Board in January 2016, and in
accordance with the Company’s articles of association, Kevin
Cummings and Phil Swash will retire and offer themselves for election
at the 2016 AGM. All other Directors will retire and offer themselves for
re-election in accordance with the UK Corporate Governance Code.
Biographical details of all Directors are set out in the 2015 annual report
on pages 56 and 57.
In respect of the non-executive Directors:
• Mike Turner was appointed Chairman in May 2012 having been a
non-executive Director since 2009. He has extensive experience of
the aerospace industry and, having held a number of executive and
non-executive directorships in other UK listed companies, brings
wide boardroom experience;
• Angus Cockburn is Chief Financial Officer of Serco Group plc.
He joined Serco from Aggreko plc where he was Chief Financial
Officer for 14 years and latterly the Interim Chief Executive. Prior to
this, he held a number of senior roles with Pringle Scotland, a
division of Dawson International plc, and PepsiCo Inc. giving him
extensive international business experience in addition to his strong
financial background;
• Tufan Erginbilgic has held a number of senior marketing and
operational roles since joining BP plc in 1997 and is currently Chief
Executive, Downstream. His early career was spent at Mobil Oil;
• Shonaid Jemmett-Page is the former Chief Operating Officer of CDC
Group plc, the UK Government’s development finance institution.
She has held a number of senior finance positions at Unilever and is
a former partner of KPMG. In addition to a strong financial
background she has wide-ranging boardroom experience and
considerable experience of Asia; and
• Richard Parry-Jones has held a number of senior roles with the Ford
Motor Company, latterly as Group Vice-President Global Product
Development and Group Chief Technical Officer, giving him
extensive experience of the automotive industry and expertise in
engineering technology. He is currently a non-executive Chairman of
Kelda Eurobond Co Ltd and Yorkshire Water Services.
The Chairman has confirmed that, following the performance
evaluations undertaken in 2015, the performance of every executive
and non-executive Director standing for re-election continues to be
effective and that they continue to demonstrate commitment to their
respective roles.
Auditors (Resolutions 12 & 13)
The Company has to appoint auditors at each general meeting at which
accounts are presented to shareholders. Following a competitive tender
process, details of which are set out in the 2015 annual report on pages
74 and 75, the Board appointed Deloitte LLP as the Company’s new
auditors. This resolution will confirm their appointment.
If passed, resolution 13 will authorise the Audit & Risk Committee, in
accordance with standard practice, to determine Deloitte LLP’s
remuneration for the forthcoming year.
Approval of the remuneration report (Resolution 14)
Shareholders are asked to approve the Directors’ remuneration report
in the form set out on pages 76 to 94 of the 2015 annual report. As in
previous years, this vote is advisory in nature and does not affect the
remuneration of any individual Director.
GKN’s Remuneration Policy is required to be put to a binding shareholder
vote at least once every three years. Our current Remuneration Policy,
which can be found on our website at www.gkn.com/remuneration, was
approved by shareholders at the 2014 AGM. A new Remuneration Policy
will be put to shareholders at our 2017 AGM.
Political donations (Resolution 15)
It is the Company’s policy not to make donations to political parties and
the Directors have no intention of changing this policy. However, the
definitions of political donations, political organisations and political
expenditure are very wide under the Companies Act 2006 (the Act) and
it is possible that normal operating activities undertaken by the
Company and its subsidiaries might unintentionally fall within the
definition of matters that constitute political donations and
expenditure under the Act.
To avoid inadvertent breaches of the Act, this resolution will, if passed,
renew the authority for the Company and its subsidiaries to make
political donations or incur political expenditure up to an aggregate
limit of £50,000. This authority will not be used to make political
donations within the normal meaning of that expression.
Authority to allot shares (Resolution 16)
If passed, this resolution will renew the Directors’ authority to allot
shares. Paragraph (i) will authorise the Directors to allot shares
equivalent to approximately one-third of the issued ordinary share
capital of the Company (excluding treasury shares) as at 7 March 2016,
being the latest practicable date prior to printing this circular.
In addition to the above authority, and in line with guidance issued by
the Investment Association, paragraph (ii) will authorise the Directors
to allot a further one-third of the issued share capital of the Company
but only in respect of a rights issue in favour of existing shareholders.
This amount, which includes the ordinary shares referred to in
paragraph (i), represents approximately two-thirds of the aggregate
nominal value of the issued ordinary share capital of the Company
(excluding treasury shares) as at 7 March 2016, being the latest
practicable date prior to printing this circular.
As at 7 March 2016, the Company held 12,080,773 ordinary shares in
treasury representing approximately 0.7% of the ordinary share capital
(excluding treasury shares) in issue as at that date.
Other than to satisfy requirements under the Company’s share schemes
the Directors have no present intention to use these authorities but
believe that it is in the best interests of the Company to have the
authorities in place to provide the flexibility to allot shares without the
need for a general meeting should they determine that it is appropriate
to do so. If they do exercise the authority, the Directors intend to
follow the recommendations of institutional shareholder guidelines
concerning its use (including as regards the Directors standing for
re-election in certain cases).
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ANNUAL GENERAL MEETING
Disapplication of pre-emption rights (Special Resolution 17)
If Directors wish to allot shares or sell treasury shares of the Company
for cash (other than in connection with share schemes) the Act requires
that these shares are first offered to existing shareholders, in
proportion to their existing shareholdings.
Other than in connection with a rights issue, the authority provided in
this resolution will be limited to the allotment of shares and sale of
treasury shares up to approximately 10% of the issued ordinary share
capital of the Company (excluding treasury shares) as at 7 March 2016,
without first having to offer them to existing shareholders in
proportion to their existing shareholdings.
In line with the Pre-Emption Group’s Statement of Principles dated
March 2015, the Company confirms that it does not intend to issue
non-pre-emptively for cash equity securities representing (i) more than
5% of issued ordinary share capital in any one year or (ii) more than
7.5% of issued ordinary share capital on a rolling three year basis, in
each case other than in connection with an acquisition or specified
capital investment which is announced contemporaneously with the
issue or which has taken place in the preceding six-month period and
is disclosed in the announcement of the issue.
Authority to purchase shares (Special Resolution 18)
If passed, this resolution will renew the authority for the Company
to purchase up to 10% of the issued share capital of the Company
(excluding treasury shares). This resolution also specifies the
maximum and minimum prices which may be paid for any shares
purchased under this authority.
The Directors have no present intention for the Company to exercise
the authority granted by this resolution to purchase its own ordinary
shares. They would do so only after taking account of the overall
financial position of the Company and in circumstances where to do
so would be regarded by the Board as being in the best interests of
shareholders generally and result in an increase in earnings per
share. It is the Directors’ intention that, should any shares be
purchased under this authority, they would be held in treasury to the
extent permitted by law. In circumstances in which treasury shares
are used in connection with employee share schemes, such use
would be within the limits on dilution contained in institutional
shareholder guidelines.
At 7 March 2016, approximately 26.8 million options and awards
granted under the Company’s shareholder approved plans were
outstanding, representing 1.56% of the issued ordinary share capital of
the Company at that date (excluding treasury shares). If the authority to
purchase shares granted at last year’s annual general meeting and the
authority proposed to be granted under this resolution were both
exercised in full, such options and awards outstanding at 7 March 2016
would, assuming no further ordinary shares are issued after that date,
represent 1.94% of the issued share capital of the Company at that date
(excluding treasury shares).
Notice of general meetings (Special Resolution 19)
The Act requires a 21 day notice period for general meetings unless a
shorter notice period is approved by shareholders. This resolution
seeks to renew the authority to convene 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. AGMs
will continue to be held on at least 21 clear days’ notice.
General notes
1. Entitlement to attend and vote
Pursuant to section 360B of the Act, in order to be entitled to attend
and vote at the AGM (and for the purpose of determining the number of
votes they may cast), shareholders must be entered on the Company’s
register of members at 6.00 p.m. on Tuesday 3 May 2016 (or, in the
event of any adjournment, at 6.00 p.m. on the date which is two days
before the date of the adjourned meeting). Changes to the register of
members after the relevant deadline shall be disregarded in
determining the rights of any person to attend and vote at the meeting.
2. Appointment of proxies
Shareholders entitled to attend and vote at the AGM may appoint a
proxy to exercise all or any of their rights to attend and to speak and
vote on their behalf at the AGM, including any adjournments thereof.
The appointment of a proxy will not prevent a shareholder from
attending and voting in person at the AGM.
A proxy need not be a shareholder. A shareholder may appoint more
than one proxy provided that each proxy is appointed to exercise rights
attached to different shares.
You should indicate on the proxy form how you wish your votes to be
cast on the resolutions to be proposed at the AGM. If you sign and
return the proxy form but no voting indication is given in relation to a
particular resolution your proxy will vote or abstain from voting at his
or her discretion. Please note that the vote “Withheld” option is
provided to enable you to abstain on any particular resolution; it is
not a vote in law and will not be counted as a vote “For” or “Against” a
resolution. You can only appoint a proxy using the procedures set out
in these notes and in the explanatory notes to the proxy form.
3. Appointment of a proxy using the proxy form
Shareholders should receive a proxy form with this circular. To be valid
the proxy form, duly signed, must be received by the Company’s
registrar, Equiniti not less than 48 hours before the time of the meeting,
i.e. not later than 2.00 p.m. on Tuesday 3 May 2016. While the proxy
form is printed as a detachable pre-paid reply card, if shareholders
prefer they can return the proxy in an envelope to FREEPOST RTHJ-CLLLKBKU, Equiniti, Aspect House, Spencer Road, Lancing, BN99 8LU (no
stamp is required if posted within the United Kingdom, Channel Islands
or Isle of Man).
In the case of a corporation, the proxy form must be executed under its
common seal or under the hand of a duly authorised officer or attorney.
Where the proxy form is signed under a power of attorney or other
authority, such power or authority (or a notorised copy thereof) should
be enclosed with the proxy form.
Any alterations made to the proxy form should be initialled.
4. Appointment of a proxy by joint shareholders
In the case of joint registered holders, the signature of one holder will
be accepted. The vote of the senior joint holder, whether in person or by
proxy, will be accepted to the exclusion of the votes of the other joint
holders. For this purpose seniority is determined by the order in which
the names appear in the Company’s register of members in respect of
the joint holding.
5. Appointment of proxies electronically
As an alternative to completing the proxy form shareholders may
appoint their proxy electronically through Equiniti’s website at
www.sharevote.co.uk using their personal Voting ID, Task ID and
Shareholder Reference Number (these are the series of numbers
printed under the shareholder’s name on the proxy form). Alternatively,
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shareholders who have already registered with Equiniti’s online
portfolio service, Shareview, can appoint their proxy electronically by
logging on to their portfolio at www.shareview.co.uk and clicking on the
link to vote. Full details and instructions on these electronic proxy
facilities are given on the websites. For an electronic proxy appointment
to be valid, it must be received by Equiniti no later than 2.00 p.m. on
Tuesday 3 May 2016. Please note that any electronic communication
found to contain a computer virus will not be accepted.
6. Appointment of proxies through CREST
CREST members who wish to appoint a proxy or proxies for the AGM,
including any adjournments thereof, through the CREST electronic
proxy appointment service may do so by using the procedures
described in the CREST Manual. CREST Personal Members or other
CREST sponsored members, and those CREST members who have
appointed a voting service provider(s), should refer to their CREST
sponsor or voting service provider(s), who will be able to take the
appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST
service to be valid, the appropriate CREST message (a “CREST Proxy
Instruction”) must be properly authenticated in accordance with
Euroclear UK & Ireland Limited’s specifications and must contain the
information required for such instruction as described in the CREST
Manual (available via www.euroclear.com). The message, regardless of
whether it relates to the appointment of a proxy or is an amendment to
the instruction given to a previously appointed proxy must, in order to
be valid, be transmitted so as to be received by Equiniti (ID RA19) by the
latest time for receipt of proxy appointments specified above. For this
purpose, the time of receipt will be taken to be the time (as determined
by the time stamp applied to the message by the CREST Applications
Host) from which Equiniti is able to retrieve the message by enquiry to
CREST in the manner prescribed by CREST. After this time any change of
instructions to proxies appointed through CREST should be
communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors, or voting
service provider(s) should note that Euroclear UK & Ireland Limited does
not make available special procedures in CREST for any particular
messages. Normal system timings and limitations will therefore apply in
relation to the input of CREST Proxy Instructions. It is the responsibility
of the CREST member concerned to take (or, if the CREST member is a
CREST Personal Member or sponsored member or has appointed a
voting service provider(s), to procure that his/her CREST sponsor or
voting service provider(s) take(s)) such action as shall be necessary to
ensure that a message is transmitted by means of the CREST system by
any particular time. In this connection, CREST members and, where
applicable, their CREST sponsors or voting system providers are
referred, in particular, to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings.
The Company may treat a CREST Proxy Instruction as invalid in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001.
7. Corporate representatives
Any corporation which is a member can appoint one or more corporate
representatives who may exercise on its behalf all of its powers as a
member provided that they do not do so in relation to the same shares.
8. Issued share capital and total voting rights
As at 7 March 2016 (being the latest practicable date prior to
printing this circular) the Company’s issued share capital consisted of
1,726,103,630 ordinary shares, carrying one vote each. As at 7 March
2016, the Company held 12,080,773 ordinary shares in treasury, in
respect of which it cannot exercise any votes, and accordingly the total
number of voting rights in GKN plc as at 7 March 2016 was
1,714,022,857.
9. Voting at the AGM
All the resolutions put to the meeting will be voted on by a poll. This will
ensure that the votes of all shareholders, including the majority of our
shareholders who cannot attend the meeting but who submit a proxy
form, are counted.
10. Nominated persons
Any person to whom this circular is sent who is not a shareholder but is
a person nominated by a shareholder under section 146 of the Act to
enjoy information rights (a “Nominated Person”) may, under an
agreement between him/her and the shareholder by whom he/she was
nominated, have a right to be appointed (or to have someone else
appointed) as a proxy for the AGM. If a Nominated Person has no such
proxy appointment right or does not wish to exercise it, he/she may,
under any such agreement, have a right to give instructions to the
shareholder as to the exercise of voting rights.
The statements of the rights of shareholders in relation to the
appointment of proxies and corporate representatives in notes 2 to
7 above do not apply to Nominated Persons. The rights described
in those paragraphs can only be exercised by shareholders of
the Company.
11. American Depositary Receipts
Holders of ADRs should complete ADR proxy cards in relation to the
voting rights attached to the ordinary shares represented by their ADRs.
Such cards should be returned to the US Depositary as indicated
thereon as soon as possible and in any event by 5.00 p.m. (Eastern
Standard Time) on 26 April 2016.
12. Information to be available on website
A copy of this circular, and other information required by section 311A of
the Act, can be found at www.gkn.com/investorrelations.
Members satisfying the thresholds in section 527 of the Act can require
the Company to publish a statement on its website setting out any
matter relating to (i) the audit of the Company’s accounts (including the
auditors’ report and the conduct of the audit) that are to be laid before
the AGM; or (ii) any circumstances connected with an auditor of the
Company ceasing to hold office since the last AGM, that the members
propose to raise at the meeting. The Company cannot require members
requesting any such website publication to pay its expenses. Any
statement placed on the website must also be sent to the Company’s
auditors no later than the time the statement is made available on the
website. The business which may be dealt with at the AGM includes any
statement that the Company has been required under section 527 of the
Act to publish on its website.
13. Shareholder participation
Any shareholder attending the meeting has the right to ask questions
relating to the business of the meeting and the Company has an
obligation to answer such questions unless (i) it is undesirable in the
interests of the Company or the good order of the meeting that a
question be answered or (ii) if to do so would involve the disclosure of
confidential information or (iii) the answer has already been given on a
website in the form of an answer to a question.
14. Documents available for inspection
Copies of service contracts or, where applicable, letters of appointment
between Directors and the Company and the Directors’ deed poll of
indemnity are available for inspection at the registered office of the
Company at Ipsley House, Ipsley Church Lane, Redditch, Worcestershire
B98 0TL during normal business hours (excluding weekends and bank
holidays) and will be at the place of the AGM 15 minutes before the
meeting until the end of the meeting.
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ANNUAL GENERAL MEETING
15. Use of electronic addresses
You may not use any electronic address provided in this circular or any
related documentation (including the Chairman’s letter and form of
proxy) to communicate with the Company for any purposes other than
those expressly stated.
16. Declaration of results
As soon as practicable after the AGM, the results of the poll and other
information required by section 341 of the Act will be announced via a
regulatory information service and placed on the Company’s website at
www.gkn.com/investorrelations.
Appendix 2
The Directors
GKN plc
PO Box 55
Ipsley House
The Directors
Ipsley
Church Lane
GKN
plc
Redditch
PO Box 55
Worcestershire
Ipsley
House
B98 0TL
Ipsley Church Lane
Redditch
30 March 2016
Worcestershire
B98 0TL
Dear Sirs,
30 March 2016
Statement of Reasons connected with ceasing to hold office as Auditors
Dear
Sirs,
In
accordance
with Section 519 of the Companies Act 2006 (the “Act”), we set out below the reasons
connected with PricewaterhouseCoopers LLP, registered auditor number C001004062, ceasing to hold
Statement
of Reasons
connected
with
ceasing(the
to hold
office as
Auditors
office
as auditors
of GKN plc,
registered
no: 4191106
“Company”)
effective
from 5 May 2016.
In
Sectionto519
of the
Companies
2006 (the
“Act”), we
set out below
the reasons
Theaccordance
reason we with
are ceasing
hold
office
is that theAct
Company
undertook
a competitive
tender
process
connected
with
PricewaterhouseCoopers
LLP,
registered
auditor
number
C001004062,
ceasing
for the position of statutory auditor and we mutually agreed with the Audit Committee not to to hold
office as auditors
GKN
plc, registered
no: 4191106 (the “Company”) effective from 5 May 2016.
participate
due toof
the
duration
of our tenure.
The reason we are ceasing to hold office is that the Company undertook a competitive tender process
for thefaithfully,
position of statutory auditor and we mutually agreed with the Audit Committee not to
Yours
participate due to the duration of our tenure.
Yours faithfully,
PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP, Cornwall Court, 19 Cornwall Street, Birmingham, B3 2DT
T: +44 (0) 1212 655 000, F: +44 (0) 1212 655 050, www.pwc.co.uk
PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH. PricewaterhouseCoopers LLP is authorised and regulated by the Financial Conduct Authority for designated investment business. PricewaterhouseCoopers
LLP, Cornwall Court, 19 Cornwall Street, Birmingham, B3 2DT
8
23876 GKN AGM.indd 8
T: +44 (0) 1212 655 000, F: +44 (0) 1212 655 050, www.pwc.co.uk
PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH. PricewaterhouseCoopers LLP is authorised and regulated by the Financial Conduct Authority for designated investment business. 23876 GKN AGM new 11Mar.pdf
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2016 15:54
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