Churchill China : Pages from Churchill Notice of Meeting 2014 Pages from Churchill Notice of Meeting 2014 (81.01 KB)

Notice of Annual General Meeting

Notice is hereby giventhat the Annual General Meeting of Churchill China plc will be held at No.1, Marlborough Way, Tunstall, Stoke-on-Trent on Thursday 15 May 2014 at 12 noon for the following purposes:

Ordinary Business

To consider and, if thought fit, to pass the following resolutions which will be proposed as ordinary resolutions:

• 1. That the reports of the Directors and the Auditors and the Financial Statements for the year ended 31 December 2013 be received.

• 2. That a final dividend of 9.7p on each ordinary share be declared in respect of the year ended 31 December 2013.

• 3. That B M Hynes be appointed as a Director.

• 4. That D J S Taylor be re-elected as a Director.

• 5. That A J McWalter be re-elected as a Director.

• 6. That the Auditors, PricewaterhouseCoopers LLP, be re-appointed and that the Directors be authorised to fix their

• remuneration for the year ending 31 December 2014.

• 7. That the Annual Report on Remuneration for the year ended 31 December 2013 be approved.

Special Business

To consider and, if thought fit, to pass the following resolutions which will be proposed as special resolutions:

8.

That:

(a) the Directors be and they are hereby empowered under Section 570 of the Act to allot equity securities (as defined in Section 560 of the Act) for cash under the authority conferred by a resolution dated 16 May 2012 as if Section 561 of the Act did not apply to such allotment , provided that this power shall be limited to:-

• (i) the allotment of equity securities in connection with an offer of , or invitation to apply for, equity securities to:

  • (a) ordinary shareholders in proportion ( as nearly as may be) to their existing holdings; and

  • (b) holders of other equity securities, if this is required by the rights of those securities, or, 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 any treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or laws of any territory or any matter; and

• (ii) the allotment of equity securities (otherwise than as mentioned in sub-paragraph (a) of this resolution and/or in the case of any sale of treasury shares for cash), up to an aggregate nominal amount of £109,579.

Unless previously renewed, varied or revoked, this power shall expire at the conclusion of the next Annual General Meeting or 14 August 2015, whichever is the earlier, but during this period the Company may make an offer or agreement which would or might require equity securities to be allotted after this authority expires and the Directors may allot equity securities in pursuance of that offer or agreement notwithstanding that the authority has expired.

• 9. That the Directors be authorised generally and unconditionally for the purposes of Sections 693 and 701 of the Act to make market purchases (within the meaning of Section 693(4) of the Act) of ordinary shares of 10p each in the capital of the Company ("Ordinary Shares") on such terms and in such manner as the Directors of the Company may from time to time determine, provided that:

  • (i) the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is 1,094,597;

  • (ii) the minimum price which may be paid for an Ordinary Share, exclusive of all expenses, shall be 10p;

  • (iii) the maximum price which may be paid for an Ordinary Share, exclusive of all expenses, cannot be more than an amount equal to the higher of:

    (a) 5 per cent above the average of the middle market quotations for an Ordinary Share as derived from the

  Alternative Investment Market section of the London Stock Exchange Daily Official List for the five businessdays immediately preceding the date on which such Ordinary Share is purchased; and

  (b)the price stipulated by Article 5(1) of Commission Regulation (EC) No 2273/2003 (the Buy-back and Stabilisation Regulation).

  Unless previously renewed, varied or revoked, the authority hereby conferred shall expire at the conclusion of the Company's next Annual General Meeting and, the Company may prior to the expiry of the authority hereby conferred make a contract or contracts to purchase Ordinary Shares under such authority which will or may be executed wholly or partly after the expiry of such authority.

• 10. That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

By Order of the Board

D J S TaylorCompany Secretary

Dated 17 April 2014

Registered Office

No.1, Marlborough Way Tunstall

Stoke-on-Trent ST6 5NZ

Registered Number 2709505

The Directors of the Company consider that all the proposals to be considered at the Annual General Meeting are in the best interests of the Company and its members as a whole and are most likely to promote the success of the Company for the benefit of its members as a whole. The Directors unanimously recommend that you vote in favour of all the proposed resolutions.

Notice of Annual General Meeting(continued)

NOTES

• 1. Members are 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 AGM 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. A form of proxy which may be used to make such appointment and give proxy instructions accompanies this notice. Instructions for use are shown on the form. If you do not have a form of proxy and believe that you should have one, or if you require additional forms, please contact our registrars, Equiniti , on 0871 384 2287. Calls to this number cost 8p per minute; plus networks extras. If calling from overseas, pleasecall [phone]. Lines are open 8.30am - 5.30pm, Monday - Friday. To appoint more than one proxy, you may photocopy the proxy form .

• 2. To be valid, any form of proxy or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand at the offices of theCompany's registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, no later than 12 noon on 13 May 2014. If you return more than oneproxy appointment, that received last by the Registrar before the latest time for the receipt of proxies will take precedence. You are advised to read the terms and conditions of use carefully.

• 3. The return of a completed form of proxy will not prevent a shareholder attending the AGM and voting in person if he/she wishes to do so.

• 4. 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.

• 5. Any person to whom this notice is sent who is a person nominated 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 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.

• 6. The statement of the rights of shareholders in relation to the appointment of proxies in notes 1 and 2 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.

• 7. To be entitled to attend and vote at the AGM ( and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company by 6pm on 13 May 2014 ( or, in the event of any adjournment, on the date which is two days before the time of the adjourned meeting). Changes to the Register after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting. There are no other procedures or requirements for entitled shareholders to comply with in order to attend and vote at the AGM. Voting at the meeting will be conducted by way of a show of hands, unless a poll is correctly called for.

• 8. As at 17 April 2014 ( being the last practicable date prior to publication of this Notice), the Company's total issued equity share capital consists of 10,957,976 ordinary shares, carrying one vote each.

• 9. Under Section 527 of the Act, members meeting the threshold requirements set out in that Section have the right to require the Company to publish on a website a statement 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 circumstance 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 Act. 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 Act. Where the Company is required to place a statement on a website under Section 527 of the Act, it must forward the statement to the Company's auditors 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 Act to publish on a website.

• 10. Pursuant to Section 319A of the Act, the Company must cause to be answered at the AGM any question relating to the business being dealt with at the AGM which is put by a member attending the meeting, except in certain circumstances, including if it is undesirable in the interests of the Company or the good order of the meeting that the question be answered or if to do so would involve the disclosure of confidential information.

• 11. Except as provided above, members who wish to communicate with the Company in relation to the AGM should do so using the following means: (1) by writing to theCompany Secretary at the Registered Office address; or (2) by writing to the Registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.

  No other methods of communication will be accepted. In particular, you may not use any electronic address provided either in this Notice or in any related documents for any purposes other than expressly stated.

• 12. A copy of this Notice, and other information required by Section 311A of the Act, can be found atwww.churchill1795.com

• 13. Copies of the Directors' Service Contracts and the Non-executive Directors' letter of appointment will be available for inspection at the Company's Registered Office address on weekdays ( Saturdays and public holidays excepted) during business hours from the date of this Notice until the conclusion of the AGM.

EXPLANATORY NOTES on the RESOLUTIONS

The notes on the following pages give an explanation of certain of the proposed resolutions.

• 1. Resolution 3: B M Hynes has been appointed to the Board since the date of the last AGM and, in accordance with the Articles of Association, must retire and be elected at the next AGM. The basis upon which the Board believes that he should be elected is that he will bring significant and valuable experience to the Board from his previous executive roles and will allow the Company to satisfy obligations under the UK Corporate Governance Code in relation to the composition and balance of the Board.

• 2. Resolutions 4 and 5: in accordance with the Company's Articles of Association at every AGM the number of Directors nearest to, but not exceeding one-third must retire by rotation. D J S Taylor and A J McWalter are retiring by rotation and resolutions 4 and 5 respectively seek approval for his re-election as a Director.

  Biographical details for the Directors are set out on in the Directors' Report.

  Each of the Directors has had a formal performance evaluation and the Board believes that each of them continues to be effective and demonstrates commitment to the role.

• 3. Resolution 7: this is a resolution to approve the Annual Report on Directors' Remuneration on pages 31 to 35. As an AIM listed company, the Company is not requiredto comply with all of the requirements in this respect under The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations

• 2013. The Company has chosen to disclose its Remuneration Policy on pages 27 to 30 although the Policy is not the subject matter of Resolution 7.

• 4. Resolution 8: under Section 570 of the Act, when new shares are allotted or treasury shares are sold for cash, they must first be offered to existing shareholders pro rata to their holdings. This special resolution empowers the Directors to: (a) allot shares of the Company in connection with a rights issue, scrip dividend or other similar issue; and (b) otherwise allot shares of the Company, or sell treasury shares for cash, up to an aggregate nominal value of £109,579 ( representing, in accordance with institutional investor guidelines, approximately 10% of the total issued equity share capital as at 17 April 2014 ( being the last practicable date prior to the publication of this Notice) as if the pre-emption rights of Section 570 did not apply.

  Except in relation to the Company's employee share schemes, the Directors have no immediate plans to make use of this power. In line with best practice, the Company confirms that it has issued 0.9% of its issued share capital (excluding treasury shares) on a non-pro rata basis over the last 3 years, and it confirms its intention to adhere to the provisions in the Pre-Emption Group Statement of Principles regarding cumulative usage of authorities of no more than 7.5 per cent of the issued ordinary share capital (excluding treasury shares) within a rolling 3 year period.

  This power shall cease to have effect at the conclusion of the next AGM or on 14 August 2015, whichever is the earlier.

• 5. Resolution 9 renews the Directors' current authority to make limited market purchases of the Company's ordinary shares. The power is limited to a maximum aggregate number of 1,094,597 ordinary shares (representing approximately 10 per cent of the issued share capital excluding treasury shares as at 17 April 2014 (being the last practicable date prior to publication of this Notice) and details the minimum and maximum prices that can be paid, exclusive of expenses. Any purchases of ordinaryshares would be made by means of market purchase through the London Stock Exchange.

  The Directors undertake that the authority conferred by this resolution, if approved, will only be used if to do so would result in an increase in earnings per share and be in the best interests of shareholders generally.

  Current legislation allows companies to hold shares acquired by way of market purchase in treasury, rather than having to cancel them. The Directors may use the authority to purchase shares and hold them in treasury ( and subsequently sell or transfer them out of treasury as permitted in accordance with legislation) rather than cancel them, subject to institutional guidelines applicable at the time. Shares will only be purchased if to do so would result in an increase in earnings per share and is in the best interests of shareholders generally. The Board has previously indicated its intention to continue to return surplus cash to shareholders via on-market purchase of its own shares where it is not required to finance the organic expansion of the business, acquisitions and dividend payments.

  The authority conferred by this resolution will expire at the conclusion of the next AGM.

• 6. Resolution 10 is required under the Shareholders' Rights Regulations in order to preserve the ability of the Company to call general meetings on 14 days' notice, with shareholders' approval. The approval will be effective until the Company's next Annual General Meeting when it is intended that a similar resolution will be proposed. The Company will also need to meet the requirements for electronic voting under the Regulations before it can call a general meeting on 14 days' notice.