Notice is hereby given that the Annual General Meeting of Chime Communications plc (the “Company”) will be held at 12 noon on 13 May 2009 at 14 Curzon Street, London, W1J 5HN. You will be asked to consider and pass the resolutions set out below. Resolutions numbered 13, 14 and 15 will be proposed as special resolutions. All the other resolutions will be proposed as ordinary resolutions.
If you would like to vote on the resolutions but cannot come to the AGM, please fill in the proxy card sent to you with this document and return it to our registrars, Computershare Investor Services PLC, as soon as possible. They must receive it by noon on 11 May 2009.
The Directors consider that all the resolutions to be put to shareholders at this year’s AGM are in the best interest of the Company and its shareholders as a whole. Your Board will be voting in favour of all of the resolutions and unanimously recommends you to do so as well.
Explanatory Notes relating to each resolution are set out towards the end of this document.
ORDINARY RESOLUTIONS:
1. To receive and adopt the Directors’ Report and Accounts for the year ended 31 December 2008 and the Report of the Auditors thereon.
2. To approve the Directors’ Remuneration Report for the year ended 31 December 2008 set out on pages 40 to 45 of the Directors’ Report and Accounts.
3. To elect Hon. Richard Alston as a director of the Company.
4. To re-elect Lord Bell as a director of the Company.
5. To re-elect Christopher Satterthwaite as a director of the Company.
6. To re-elect Catherine Biner Bradley as a director of the Company.
7. To re-elect Paul Richardson as a director of the Company.
8. To declare a final dividend of 3.18p per share gross on the Company’s ordinary shares of 25p each in respect of the year ended 31 December 2008, such dividend to be payable on 19 June 2009 to the holders of such ordinary shares whose names appear on the Company’s register of members as at 29 May 2009.
9. To re-appoint Deloitte LLP, Chartered Accountants, as Auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.
10. To authorise the Directors to determine the auditors’ remuneration.
11. THAT the Board be and it is hereby generally and unconditionally authorised to exercise all the powers of the Company to allot relevant securities (within the meaning of section 80 of the Companies Act 1985):
(A) up to a nominal amount of £4,754,825; and
(B) comprising equity securities (as defined in the Companies Act 1985) up to a nominal amount of £9,509,650 (after deducting from such limit any relevant securities allotted under paragraph (A) above) in connection with an offer by way of a rights issue: (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (ii) to holders of other equity securities as required by the rights of those securities or as the Board otherwise considers necessary,
and so the Board may impose limits or restrictions and make any arrangements which it considers 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 next year’s AGM (or, if earlier, until the close of business on 30 June 2010 but, in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require relevant securities to be allotted after the authority ends and the Board may allot relevant securities under any such offer or agreements as if the authority had not ended.
12. THAT, in accordance with sections 366 and 367 of the Companies Act 2006 (the “Act”), the Company and all companies that are its subsidiaries at any time during the period for which this Resolution is effective, are authorised, in aggregate to: (i) make political donations to political parties and/or independent election candidates; (ii) make political donations to political organisations other than political parties; and (iii) incur political expenditure, (as such terms are defined in sections 363 to 365 of the Act) not exceeding £100,000 in total per annum during the period beginning on the date of this Resolution and ending on the earlier of: (a) the fourth anniversary of the date of this Resolution; or (b) the conclusion of the annual general meeting of the Company to be held in 2013.
SPECIAL RESOLUTIONS:
13. THAT, subject to the passing of resolution 11 above, the Board be given power to allot equity securities (as defined in the Companies Act 1985) for cash under the authority given by that resolution and/or where the allotment constitutes an allotment of equity securities by virtue of section 94(3A) of the Companies Act 1985, free of the restriction in section 89(1) of the Companies Act 1985, such power to be limited:
(A) to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under paragraph (B) of resolution 11 above, by way of a rights issue only): (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and (ii) to holders of other equity securities, as required by the rights of those securities or, as the Board otherwise considers necessary),
and so that the Board may impose any limits or restrictions and make any arrangements which it considers 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
(B) in the case of the authority granted under paragraph (A) of resolution 11 above, to the allotment (otherwise than under paragraph (A) above) of equity securities up to a nominal amount of £713,223, such power to apply until the end of next year’s AGM (or, if earlier, until the close of business on 30 June 2010 but during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted after the power ends and the Board may allot equity securities under any such offer or agreements as if the power had not ended.
14. THAT, the Company be and is hereby generally and unconditionally authorised to make one or more market purchases (within the meaning of section 163(3) of the Companies Act 1985) on the London Stock Exchange of up to a maximum aggregate amount of 5,705,790 Ordinary Shares of 25 pence in the capital of the Company (being 10 per cent. of the Company’s issued ordinary share capital as at 2 April 2009) at a price per share of not less than 25 pence and not more than 5 per cent. above the average of the middle market quotations for such an Ordinary Share, as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day of purchase; unless previously revoked or varied, such authority will expire at the conclusion of the Annual General Meeting of the Company to be held in 2010 or, if earlier, 15 months from the date of this resolution, save that the Company may purchase Ordinary Shares at any later date where such purchase is pursuant to any contract or contracts made by the Company before the expiry of this authority.
15. THAT a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days’ notice.
9 May 2009
By order of the Board
Robert Davison, Company Secretary
Chime Communications plc
Registered Office:
14 Curzon Street
London W1J 5HN
Registered in England and Wales No. 01983857
Notes
1. A Member entitled to attend and vote at the Meeting is entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the Annual General Meeting (the “AGM” or the “Meeting”) provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company.
2. A form of proxy is enclosed. To be valid, the form of proxy must be completed, signed and returned, together with the original (or a certified true copy) of any power of attorney or other authority under which the form of proxy is signed, to the Company’s Registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, by post or (during normal business hours only) by hand as soon as possible and, in any event, so that it is received not later than 48 hours before the Meeting or any adjournment thereof.
3. Completion and return of a form of proxy, other such instrument or any CREST Proxy Instruction (as described in paragraph 10 below) will not preclude a Member from attending and voting at the Meeting in person should he or she so decide.
4. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 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.
5. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 and 2 above does not apply to Nominated Persons. The rights described in those paragraphs can only be exercised by shareholders of the Company.
6. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of members in respect of the joint holding (the first-named being the most senior).
7. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company gives notice that only those shareholders entered on the register of members of the Company as at noon on 13 May 2009 will be entitled to attend and vote at the Meeting in respect of the number of shares registered in their name at that time, or if the meeting is adjourned, shareholders entered on the Company’s register of members not later than 48 hours before the time fixed for the adjourned meeting shall be entitled to attend and vote at the meeting. Changes to entries on the register after the relevant deadline will be disregarded in determining the rights of any person to attend and vote at the Meeting (or adjournment thereof).
8. As at 2 April 2009 (being the last practicable date prior to the publication of this Notice) the Company’s issued share capital consisted of 57,057,900 ordinary shares, carrying one vote each. There were no shares held in Treasury. Therefore, the total number of voting rights in the Company as at 2 April 2009 is 57,057,900.
9. CREST members who wish to appoint a proxy or proxies 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 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.
10. 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 and Ireland Limited’s specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes 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 the issuer’s agent, Computershare Investor Services PLC (ID 3RA50) 48 hours before the time fixed for the Meeting (or any adjournment thereof). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer’s agent 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 proxy another way.
11. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK and Ireland Limited does not make available special procedures in CREST for any particular message. 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, to procure that his 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.
12. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
13. Shareholders should note that it is possible that, pursuant to requests made by shareholders of the Company under section 527 of the Companies Act 2006, the Company may be required to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts (including the auditor’s 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 previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company’s auditor not later than the time when it makes the statement 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 Companies Act 2006 to publish on a website.
14. A copy of the terms and conditions of appointment and letters of appointment of all Directors (together with any side letters relating to severance terms and pension arrangements) will be available for inspection at 14 Curzon Street, London W1J 5HN for at least 15 minutes prior to the Meeting and during the Meeting.
15. In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in place at the meeting so that (i) if a corporate shareholder has appointed the chairman of the meeting as its corporate representative to vote on a poll in accordance with the directions of all of the other corporate representatives for that shareholder at the meeting, then on a poll those corporate representatives will give voting directions to the chairman and the chairman will vote (or withhold a vote) as corporate representative in accordance with those directions; and (ii) if more than one corporate representative for the same corporate shareholder attends the meeting but the corporate shareholder has not appointed the chairman of the meeting as its corporate representative, a designated corporate representative will be nominated, from those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that designated corporate representative. Corporate shareholders are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives (www.icsa.org.uk) for further details of this procedure. The guidance includes a sample form of appointment letter if the chairman is being appointed as described in (i) above.
EXPLANATORY NOTES TO THE
NOTICE OF ANNUAL GENERAL MEETING
The notes on the following pages give an explanation of the proposed resolutions.
Resolutions 1 to 12 (inclusive) are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 13, 14 and 15 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.
Resolution 1 – Directors’ Report and Accounts
The Directors are required to present to the Meeting the audited accounts and the Directors’ and Auditors’ report for the financial year ended 31 December 2008. The report may also be accessed on the Company’s website at www.chime.plc.uk.
Resolution 2 – Remuneration Report
The Directors’ Report on remuneration is set out in full on pages 40 to 45 of the Annual Report and Accounts. The report may also be accessed on the Company’s website at www.chime.plc.uk
Resolution 3 –Hon. Richard Alston – Non-Executive Director
Richard Alston was appointed as a Director by the Board since the last AGM. He is retiring in accordance with Article 80 and the requirements of the Code. Biographical details are available on page 33 of the Annual Report. The Board recommends his election.
Resolutions 4 to 7 – Re-election of directors
These resolutions concern the re-election of Directors to the Board.
In accordance with the Financial Reporting Council’s Combined Code of Corporate Governance (the “Combined Code”) the Board has carried out an evaluation of the performance of each of the Directors, the Board, its processes and Committees. The Board confirms that, following the performance evaluation, each of the Directors proposed for re-election continues to be effective and to demonstrate commitment to the role. Details of the performance evaluations of the Directors may be found on pages 37 of the Annual Report. Details of the Directors’ membership of committees may be found on page 32 of the Annual Report. Details of the Directors’ interests in the shares of the Company may be found on page 45 of the Annual Report.
Resolution 4 –Lord Bell – Chairman
Lord Bell is retiring by rotation and standing for re-election under the three-year rule. Lord Bell has been a Director of the Company since 1994. Biographical details are available on page 32 of the Annual Report. The Board recommends his re-election.
Resolution 5 – Christopher Satterthwaite – Chief Executive Officer
Christopher Satterthwaite is retiring by rotation and standing for re-election under the three-year rule. Christopher has been a Director of the Company since 2002. Biographical details are available on page 32 of the Annual Report. The Board recommends his re-election
Resolution 6 –Catherine Biner Bradley – Non-Executive Director
Catherine Biner Bradley is retiring by rotation and standing for re-election under the three-year rule. Catherine has been a Director of the Company since 2001. Biographical details are available on page 33 of the Annual Report. The Board recommends her re-election.
Resolution 7 – Paul Richardson – Non-Executive Director
Paul Richardson was first elected to the Board in 1997. The Combined Code requires that non-executive directors who have served more than nine years since first being elected, submit to annual re-election by shareholders. He was last re-elected as a Director at the 2008 AGM. Biographical details are available on page 33 of the Annual Report. The Board recommends his re-election.
Resolution 8 - To approve the payment of a final dividend
Shareholders must approve the final dividend for each ordinary share. However, the final dividend cannot be more than the amount which the Directors recommend (which is 3.18p gross for each ordinary share). The final dividend proposed in this resolution is in addition to the interim dividend of 1.54p per ordinary share which was paid on 15 October 2008. If Resolution 8 is approved by shareholders, the final dividend for the year ended 31 December 2008 will be paid on 19 June 2009 to shareholders whose names appear on the register of members at close of business on 29 May 2009.
Resolution 9 – Reappointment of auditors
Auditors are required to be appointed for each financial year of the Company. The Board, on the recommendation of the Audit Committee, which has evaluated the effectiveness and independence of the external auditors, is proposing the reappointment of Deloitte LLP.
Resolution 10 – Auditors’ remuneration
The work of the Auditors and their remuneration is assessed by the Audit Committee of the Board of Directors. This resolution permits the Board to determine the level of remuneration of the Auditors and their work based upon that assessment.
Resolution 11 – Renewal of Board’s authority to allot securities
Paragraph (A) of this resolution would give the Directors the authority to allot ordinary shares up to an aggregate nominal amount equal to £4,754,825 (representing 19,019,300 ordinary shares of 25p each). This amount represents approximately one-third of the issued ordinary share capital of the Company as at 2 April 2009, the latest practicable date prior to the publication of this Notice of Meeting.
In line with recent guidance issued by the Association of British Insurers, paragraph (B) of this resolution would give the Directors authority to allot ordinary shares in connection with a rights issue in favour of ordinary shareholders up to an aggregate nominal amount of £9,509,650 (representing 38,038,600 ordinary shares, as reduced by the nominal amount of any shares issued under paragraph (A) of this resolution). This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital of the Company as at 2 April 2009, the latest practicable date prior to the publication of this Notice of Meeting.
The authorities sought under paragraphs (A) and (B) of this resolution will expire at the earlier of 30 June 2010 (the last date by which the Company must hold an AGM in 2010) or the conclusion of the AGM of the Company held in 2010.
The Directors have no present intention to exercise either of the authorities sought under this resolution 11, except, under paragraph (A), to satisfy options under the Company’s share option schemes.
As at the date of this Notice of Meeting, no ordinary shares are held by the Company in treasury.
Resolution 12 –Political donations and expenditure
Part 14 of the Companies Act 2006 (the “2006 Act”), amongst other things, prohibits the Company and its subsidiaries from making political donations or from incurring political expenditure in respect of a political party, other political organisations or independent election candidates unless authorised by the Company’s shareholders. The Company does not make donations to political parties within the normal meaning of that expression. However, within the normal scope of its work on behalf of clients and as part of its own marketing, the Company (or its subsidiaries) need to attend or sponsor events which are organised by political parties or other political organisations, for which a charge is made. In addition, the Company (or its subsidiaries) may invite clients and prospective clients to attend events which fall within the meaning of the 2006 Act’s provisions. Within the normal activities of The 2006 Act defines “political party”, “political organisation”, “political donation” and “political expenditure” widely, and, accordingly, the Company wishes to ensure that neither it nor its subsidiaries inadvertently commits any breaches of the 2006 Act.
As permitted by the 2006 Act, the resolution extends not only to the Company but also covers all companies which are subsidiaries of the Company at any time the authority is in place.
As required by the 2006 Act, the resolution is in general terms and does not purport to authorise particular donations.
Resolution 13 – Disapplication of pre-emption rights
This resolution will be proposed as a special resolution, which requires a 75 per cent. majority of the votes to be cast in favour in order for it to be passed. It would give the Directors the authority to allot ordinary shares (or sell any ordinary shares which the Company elects to hold in treasury) for cash without first offering them to existing shareholders in proportion to their existing shareholdings.
This authority would be similar to previous years, and would be limited to allotments or sales in connection with pre-emptive offers and offers to holders of other equity securities if required by the rights of those shares or as the Board otherwise considers necessary, or otherwise up to an aggregate nominal amount of £713,223 (representing 2,852,892 ordinary shares). This aggregate nominal amount represents approximately 5 per cent. of the issued ordinary share capital of the Company as at 2 April 2009, the latest practicable date prior to the publication of this Notice of Meeting. In respect of this aggregate nominal amount, the Directors confirm their intention to follow the Pre-Emption Group’s Statement of Principles regarding cumulative usage of authorities within a rolling 3-year period where the Principles provide that usage in excess of 7.5per cent. should not take place without prior consultation with shareholders.
The authority will expire at the earlier of 30 June 2010 (the latest date by which the Company must hold an AGM in 2010) or the conclusion of the AGM of the Company held in 2010.
Resolution 14 – Purchase of own shares
This resolution will allow the Company to make market purchases of up to 5,705,790 of its own Ordinary Shares (representing 10per cent. of the issued ordinary share capital of the Company as at 2 April 2009), at prices not less than 25 pence per ordinary share and not more than 5per cent. above the average of the middle market quotations as derived from the London Stock Exchange Daily Official List for the five business days before each purchase. The Board has purchased and will continue to purchase, Ordinary Shares which will then be used to satisfy deferred consideration obligations, but otherwise has no current intention of exercising this authority and will only purchase shares if the effect will be to increase earnings per share and such purchase is in the best interests of shareholders as a whole.
Any shares purchased in this way will either be cancelled and the number of shares in issue will be reduced or held as treasury shares. This authority will last until the conclusion of the next Annual General Meeting or, if earlier, 12 August 2010.
As at 2 April 2009, the total number of ordinary shares in the Company in respect of which options were outstanding was 1,667,800, representing 2.92 per cent. of the Company’s issued ordinary share capital as at that date. If the authority set out in this resolution were exercised in full and the shares were cancelled then the outstanding options would represent 3.24 per cent. of the Company’s issued ordinary share capital as at 2 April 2009.
Resolution 15 – Notice of General Meetings
This resolution is required to reflect the proposed implementation in August 2009 of the EU Shareholder Rights Directive. One of the requirements of the Directive is that all general meetings must be held on 21 clear days’ notice unless shareholders agree to a shorter notice period. The Company is currently able to call general meetings (other than an annual general meeting) on 14 clear days’ notice and would like to preserve this ability. In order to be able to do so after August 2009, shareholders must have approved the calling of meetings on 14 days’ notice. Resolution 15 seeks such approval. The approval will be effective until the Company’s next AGM, when it is intended that a similar resolution will be proposed.
Notes
1. Directors and their interests
There was no change in the interests of the directors in the share capital of the Company between 11 March 2009 and 2 April 2009. The interests of the directors as at 11 March 2009 are set out on page 45 of this Report and Accounts.
2. Substantial interests
At 2 April 2009 the following interests, other than those of the Directors set out on page 45 of the Annual Report, in 3 per cent. or more of the issued share capital had been notified to the company.
Number of ordinary Per cent. of ordinary share
shares capital
WPP Group Plc 11,036,718 19.34
Fidelity Investments 6,734,919 11.80
Aberforth Partners 4,545,115 7.97
River & Mercantile Asset Management 1,980,420 3.47
JM Finn Stockbrokers 2,240,003 3.93
