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.
Directors
David Dunn
Svante Adde
Paul Forman
Ian Fraser
Terry Garthwaite
Paul Thwaite
27 March 2007
Dear Shareholder
The 2007 annual general meeting of Brammer plc will be held at the Hilton London Heathrow Airport Terminal 4, Heathrow Airport, Hounslow, Middlesex TW6 3AF on Tuesday, 22 May 2007. The formal notice convening the meeting is set out in this document.
With regard to resolutions 3 to 5 Mr Dunn and Mr Garthwaite retire by rotation and offer themselves for re-election at the annual general meeting. Paul Forman was appointed a director on 1 December 2006. He retires as he was appointed since the last annual general meeting and offers himself for re-election.
Mr Dunn is the Non-executive Chairman. He has been a member of the board since 2001.
Mr Garthwaite is the Senior independent non-executive director. He joined the board in 2004.
Mr Forman’s appointment on 1 December 2006 follows a search for an independent non-executive director with extensive relevant and recent expertise who also has had listed company board level experience to replace Mr Conway who had decided to step down from the board. Mr Forman has a wide ranging corporate finance and international industrial background and is currently Group Chief Executive of Low and Bonar plc. He was previously managing director, European Aftermarket Division of Unipart and had previously held advisory positions in Bain & Company and BZW Corporate Finance.
A profile of all directors is set out on page 15 of the Annual Report. Following Board evaluation it has been determined that the performance of Mr Dunn and Mr Garthwaite continues to be effective and that each of them continues to demonstrate commitment to their respective roles. As Mr Forman was appointed to the Board relatively recently he has not yet been subject to Board evaluation.
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 7)
Under this resolution it is proposed to renew for a further year the authority of the directors to allot ordinary shares. Resolution 7 would give the board the authority to allot up to 15,992,224 ordinary shares of 20p each which represents 33.3% of the issued ordinary share capital of the company as at 27 March 2007. 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 21 August 2008.
2 Disapplication of statutory pre-emption rights (Resolution 8)
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 authority would permit the allotment of up to 2,398,834 ordinary shares of 20p each being 5% of the company’s issued ordinary share capital as at 27 March 2007. 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 21 August 2008. As usual, the directors intend to seek renewal of this power at subsequent annual general meetings.
3 Authority to purchase own shares (Resolution 9)
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 21 August 2008. 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 4,797,667 ordinary shares representing 10% of the issued ordinary share capital of the company as at 27 March 2007, 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 27 March 2007 options over a total of 1,349,807 ordinary shares were outstanding and not exercised. That number of ordinary shares represents 2.81 % of the company’s issued ordinary share capital at 27 March 2007. It would represent 3.13 % 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 10)
In accordance with Section 241A of the Companies Act 1985 shareholders are being given the opportunity to vote to approve the report of the directors on remuneration matters, which is set out on pages 25 to 32 of the annual report 2006 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 87th annual general meeting of Brammer plc will be held at the Hilton London Heathrow Airport Terminal 4, Heathrow Airport, Hounslow, Middlesex TW6 3AF on 22 May 2007 at 12:00 noon 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 2006 and the reports of the directors and the auditors.
2 To declare a final dividend.
3 To elect Paul Forman as a director.
4 To re-elect David Dunn as a director.
5 To re-elect Terry Garthwaite as a director.
6 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 7 and 10 will be proposed as ordinary resolutions and resolutions 8 and 9 will be proposed as special resolutions.
7. 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 £3,198,445 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 21 August 2008 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.
8. 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 £479,767.
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 21 August 2008 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.
9. 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 4,797,667;
(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 21 August 2008 (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).
10. To approve the directors’ remuneration report for the year ended 31 December 2006.
[27] March 2007
By order of the board,
Registered office:
Chris Short
Claverton Court
Secretary 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. To be valid, completed proxy forms must be received by the company's registrar, Lloyds TSB Registrars, at The Causeway, Worthing, West Sussex, BN99 6ZX no later than 12:00 noon on 20 May 2007. 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.
Further to Regulation 41 of the Uncertificated Securities Regulations 2001 only those shareholders registered in the register of members of the company as at 6.00 pm on 20 May 2007 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 6.00 pm on 20 May 2007 will be disregarded in determining the rights of any person to attend or vote at the meeting.
Brammer Directions to meeting
By Road – Follow signs from major roads to Heathrow Terminal 4. The Hilton can be clearly seen at the entrance to the terminal. Take the A30 (London) exit at the Terminal 4 roundabout and then turn immediately left into the hotel entrance. From junction 3 of the M4, follow signs for Feltham, turn right towards Ashford/Staines and follow signs to Terminal 4. From junction 14 of the M25, follow Cargo and Terminal 4 signs. Car parking spaces for up to 250.
By Rail – From Feltham and Ashford stations, take the airport bus to Terminal 4.
By Underground – The Piccadilly Line connects the London Underground network to Terminal 4.
By Heathrow Express – The Heathrow Express will take you from London Paddington Station in 20 minutes. It is also free for travel between terminals.
By Air – From Terminals 1, 2 and 3, take the Heathrow Express, which is free between terminals, to Terminal 4. From Terminal 4 take the covered walkway from departure level to the hotel.
Brammer 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 12:00 noon on Tuesday 22 May 2007 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 Lloyds TSB Registrars 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.
Resolutions
1 To receive the report and accounts
2 To declare a final dividend
3 To elect Paul Forman
4 To re-elect David Dunn
5 To re-elect Terry Garthwaite
6 To re-appoint PricewaterhouseCoopers LLP as auditor to the company and to authorise the directors to fix their remuneration
7 To authorise the directors to allot shares to a specific limit
8 To disapply statutory pre-emption rights
9 To authorise the company to purchase its own shares
10 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.
Licence No SEA10855
Lloyds TSB Registrars
The Causeway
WORTHING
West Sussex
BN99 6ZX
