Brammer plc Circular Notice of Meeting Form of Proxy
This document is important and requires your immediate attention
When considering what action you should take, you are recommended to seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser duly authorised under the Financial Services and Markets Act 2000.
If you have sold or transferred all of your ordinary shares in Brammer plc please send this document and the accompanying proxy form to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Letter to shareholders
Directors
David Dunn
Svante Adde
Paul Forman
Ian Fraser
Terry Garthwaite
Paul Thwaite
25 March 2008
Dear Shareholder
The 2008 annual general meeting of the company will be held at 43-45 Broad Street, Teddington, Middlesex TW11 8QZ on Tuesday, 20 May 2008 at 13:00. The formal notice convening the meeting is set out in this document.
With regard to resolutions 3 and 4, Mr Fraser and Mr Thwaite retire by rotation and offer themselves for re-election at the annual general meeting.
Mr Fraser is the chief executive. He has been a member of the board since 1998.
Mr Thwaite is the finance director. He joined the board in 2002.
A profile of all directors is set out on pages 20 and 21 of the Annual Report. Following Board evaluation it has been determined that the performance of Mr Fraser and Mr Thwaite continues to be effective and that each of them continues to demonstrate commitment to their respective roles.
In addition to the ordinary business to be conducted at the meeting, the board is proposing a number of items of special business. This letter provides an explanation of the resolutions which are to be proposed at the meeting as special business.
1 Authority to allot ordinary shares (Resolution 6)
Under this resolution it is proposed to renew for a further year the authority of the directors to allot ordinary shares. Resolution 6 would give the board the authority to allot up to 17,632,899 ordinary shares of 20p each which represents 33.3% of the issued ordinary share capital of the company as at 25 March 2008. The authority would expire at the earlier of the conclusion of the company’s next annual general meeting held after the passing of this resolution and 19 August 2009. The directors have no present intention of exercising this authority.
2 Disapplication of statutory pre-emption rights (Resolution 7)
This is a resolution the board proposes each year at the annual general meeting. The Companies Act 1985 requires that, subject to certain exceptions, before directors of the company can issue new shares for cash the new shares must first be offered to existing shareholders in proportion to their existing shareholdings.
This provision can create considerable administrative difficulty, particularly if a rights issue is made, because of entitlements to fractions of shares which could arise and because of the restrictions imposed on the company’s ability to offer new shares to certain overseas shareholders by the laws of their countries.
It is customary for companies to take a limited authority to issue new shares for cash without first offering those shares to existing shareholders. Accordingly, as in previous years, the board is seeking authority to issue a limited number of shares for cash. The directors are not currently contemplating any issue of new shares for cash but this authority would provide the directors with flexibility to act in the best interests of shareholders when opportunities arise.
The authority would permit the allotment of up to 2,644,934 ordinary shares of 20p each being 5% of the company’s issued ordinary share capital as at 25 March 2008. The authority would expire on the earlier of the conclusion of the company’s next annual general meeting held after the passing of this resolution and 19 August 2009. As usual, the directors intend to seek renewal of this power at subsequent annual general meetings.
3 Authority to purchase own shares (Resolution 8)
The board considers that it would be in the best interests of the company and its shareholders to renew for a further year the authority to allow the company to purchase its own ordinary shares in the market. There is no present intention of exercising the authority but the directors wish to retain the flexibility to do so in the near future. The authority would expire on the earlier of the conclusion of the company’s next annual general meeting held after the passing of the resolution and 19 August 2009. As usual, the directors intend to seek renewal of this power at subsequent annual general meetings.
When considering the purchase of shares by the company the directors will follow the procedures laid down in the Companies Act 1985 (as amended) and will take into account cash resources, capital requirements and the effect of any purchase on appropriate gearing levels. They will only consider exercising the authority when satisfied that it is in the best interests of the company and shareholders.
The proposed authority would permit the purchase up to 5,289,869 ordinary shares representing 10% of the issued ordinary share capital of the company as at 25 March 2008, at a price per share not exceeding 105% of the average of the middle market quotations as derived from the London Stock Exchange Daily Official List for the five business days preceding each purchase and not less than 20p (the nominal value of each share). Such share purchases will only be made on the London Stock Exchange.
As at 25 March 2008 options over a total of 644,101 ordinary shares were outstanding and not exercised. That number of ordinary shares represents 1.22% of the company’s issued ordinary share capital at 25 March 2008. It would represent 1.35% of the issued ordinary share capital if the authority to purchase the company’s own ordinary shares had been exercised in full at that date.
4 The directors’ remuneration report (Resolution 9)
In accordance with section 439 of the Companies Act 2006 shareholders are being given the opportunity to vote to approve the report of the directors on remuneration matters, which is set out on pages 34 to 41 of the annual report 2007 and which give details of the company’s remuneration polices and the remuneration paid to the directors. Your directors are satisfied that the company’s policy and practice in relation to director’s remuneration are reasonable and that they deserve shareholder support. You should be aware that the vote is advisory and that no aspect of an individual director’s entitlement under a service contract or terms of appointment will be conditional on the vote being carried.
Action to be taken
Your directors consider that the resolutions which are set out in the notice of meeting are in the best interests of the company and its shareholders. Accordingly, they strongly recommend you to vote in favour of all the resolutions, as they intend to do in respect of their own beneficial holdings.
You are asked to complete and return the enclosed form of proxy as soon as possible and in any event not later than 48 hours before the time appointed for the meeting. Completion and return of the form of proxy will not prevent you from attending and voting at the meeting in person.
The directors and I look forward to seeing you at the meeting.
Yours sincerely
David Dunn
Chairman
Notice of meeting
Notice is hereby given that the 88th annual general meeting of Brammer plc will be held at 43-45 Broad Street, Teddington, Middlesex TW11 8QZ on 20 May 2008 at 13:00 and will deal with the following items of business
As ordinary business
1 To receive the accounts of the company for the year ended 31 December 2007 and the reports of the directors and the auditors.
2 To declare a final dividend.
3 To re-elect Ian Fraser as a director.
4 To re-elect Paul Thwaite as a director.
5 To re-appoint PricewaterhouseCoopers LLP as auditor to the company and to authorise the directors to fix their remuneration.
As special business
To consider and, if thought fit, pass the following resolutions. Resolutions 6 and 9 will be proposed as ordinary resolutions and resolutions 7 and 8 will be proposed as special resolutions.
6 That the directors be and they are hereby generally and unconditionally authorised to exercise all the powers of the company to allot relevant securities (as defined in section 80 of the Companies Act 1985) up to an aggregate nominal amount of £3,526,580 provided that this authority shall expire on the earlier of the conclusion of the next annual general meeting of the company held after the passing of this resolution and 19 August 2009 provided that the company may, before such expiry, make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the board may allot relevant securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.
7 That, subject to the passing of the previous resolution, the directors be and they are hereby empowered pursuant to section 95 (1) of the Companies Act 1985 to allot equity securities (as defined in section 94 (2) of the said Act) for cash pursuant to any authority conferred in accordance with section 80 of the said Act as if section 89 (1) of the said Act did not apply to any such allotment provided that this power shall be limited
(i) to the allotment of equity securities in connection with a rights issue or other issue in favour of ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws of or the requirements of any recognised regulatory body or any stock exchange in any country or territory; and
(ii) to the allotment (otherwise than pursuant to sub-paragraph (i)) of any equity securities up to an aggregate nominal value of £528,987.
and shall expire on the earlier of the conclusion of the next annual general meeting of the company held after the passing of this resolution and 19 August 2009 and that the company may, before such expiry, make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the board may allot relevant securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.
8 That the company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of section 163(3) of the Companies Act 1985) of ordinary shares of 20 pence each in the capital of the company (‘ordinary shares’) provided that
(i) the maximum number of ordinary shares hereby authorised to be purchased is 5,289,869;
(ii) the maximum price which may be paid for an ordinary share is an amount equal to 105% of the average of the middle market quotations for an ordinary share as derived from the Daily Official List of The London Stock Exchange for the five business days immediately preceding the day on which the ordinary share is contracted to be purchased, excluding expenses;
(iii) the minimum price which may be paid for each ordinary share is 20p excluding expenses; and
(iv) the authority hereby conferred shall expire on the earlier of the conclusion of the next annual general meeting of the company held after the passing of this resolution and 19 August 2009 (except that the company may make a contract to purchase its own shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of its own shares in pursuance of such contract).
9 To approve the directors’ remuneration report for the year ended 31 December 2007.
By order of the board,
Chris Short
Secretary
25 March 2008
Registered office
Claverton Court
Claverton Road
Wythenshawe
Manchester M23 9NE
Shareholders of the company who are entitled to vote at the meeting may appoint one or more proxies to attend and (on a poll) vote instead of them. A proxy does not need to be a shareholder of the company. Shareholders may not appoint more than one proxy to exercise rights to any one share. To be valid, completed proxy forms must be received by the company’s registrar, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6ZX no later than 13:00 on 18 May 2008. If shareholders complete and send back a proxy form they can still come to the meeting and vote instead of their proxy if there is a poll.
If you are not a member of the company but you have been nominated by a member of the company to enjoy information rights, you do not have a right to appoint any proxies under the procedures set out above.
If you are a person who has been nominated under section 146 of the Companies Act 2006 to enjoy information rights:
• You may have a right under an agreement between you and the member of the company who has nominated you to have information rights (the “Relevant Member”) to be appointed or to have someone else appointed as a proxy for the Meeting.
• If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Member to give instructions to the Relevant Member as to the exercise of voting rights.
• Your main point of contact in terms of your investment in the company remains the Relevant Member (or, perhaps, your custodian or broker) and you should continue to contact them (and not the company) regarding any changes or queries relating to your personal details and your interest in the company (including any administrative matters). The only exception to this is where the company expressly requests a response from you.
Except as provided above, members who have general queries about the meeting should call our shareholder helpline on 0871 384 2215 (no other methods of communication will be accepted). Calls to the number are charged at 8p per minute from a BT landline. Other telephony providers’ costs may vary. You may not use any electronic address provided either in this notice of annual general meeting or any related documents to communicate with the company for any purposes other than those expressly stated.
Further to Regulation 41 of the Uncertificated Securities Regulations 2001 only those shareholders registered in the register of members of the company as at 18:00 on 18 May 2008 shall be entitled to attend or vote at this annual general meeting in respect of the number of shares registered in their name at that time. Changes to entries on the relevant register after 18:00 on 18 May 2008 will be disregarded in determining the rights of any person to attend or vote at the meeting.
Directions to meeting
Brammer plc
43-45 Broad Street
Teddington
Middlesex TW11 8QZ
T +44 20 8614 1040
enquiries@brammer.biz
www.brammer.biz
Directions
Broad Street is located to the South-West of London, in Teddington (close to the National Physical Laboratory) and only six miles from Heathrow Airport.
By road: You will find the entrance on the corner of the A313 Broad Street and Elfin Grove, two floors above retail outlets opposite North Lane.
By rail: From Waterloo, take the local service direct to Teddington. 43-45 Broad Street is approximately 10 minutes walk from Teddington Station at the west end of Teddington High Street.
Form of proxy for annual general meeting
I/we
of
being (a) member(s) of Brammer plc, hereby appoint
or David Dunn1 or failing him the duly appointed chairman of the meeting, as my/our proxy to vote on my/our behalf at the annual general meeting of the company to be held at 13:00 on Tuesday 20 May 2008 and at any adjournment thereof. Please indicate by placing a tick in the appropriate boxes opposite how you wish your proxy to vote on the resolutions to be submitted to the meeting.
Signed Date
Notes
1 Members are entitled to appoint a proxy of their choice. If any other proxy is preferred, strike out the name ‘David Dunn’, add the name of the proxy you wish to appoint and initial the alteration. A proxy need not be a member of the company.
2 If this form is returned without any indication as to how the person appointed proxy shall vote, the proxy will exercise discretion as to how the proxy votes or whether the proxy abstains from voting. The proxy may vote (or abstain from voting) on any other matter which may properly come before the meeting.
3 If the appointer is a corporation this form must be signed as a deed or appropriately signed by a duly authorised officer or attorney.
4 In the case of joint holders the signature of any one holder will be sufficient but the names of all joint holders should be stated.
5 To be valid, this form must be completed and deposited, together with any powers of attorney under which it is signed, at the offices of Equiniti at the address shown overleaf not less than 48 hours before the time fixed for the holding of the meeting.
6 Any alteration in this proxy must be initialled.
7 The vote withheld option is provided to enable you to abstain on any particular resolution. It should be noted that a vote withheld is not a vote in law and will not be counted as a vote For or Against a resolution.
Resolutions
1 To receive the report and accounts
2 To declare a final dividend
3 To re-elect Ian Fraser
4 To re-elect Paul Thwaite
5 To re-appoint PricewaterhouseCoopers LLP as auditor to the company and to authorise the directors to fix their remuneration
6 To authorise the directors to allot shares to a specific limit
7 To disapply statutory pre-emption rights
8 To authorise the company to purchase its own shares
9 To approve the directors’ remuneration report
If there is a question you would like to put to the annual general meeting please insert it into the space below. Submitting a question in advance does not prevent you from asking a question at the meeting.
BUSINESS REPLY SERVICE
Licence No SEA10855
Equiniti
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6ZX
