Speedy Hire : 2021 Notice of AGM (PDF)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should immediately consult your stockbroker, solicitor or accountant or other professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or transferred all of your shares in Speedy Hire Plc, please hand this document, together with the accompanying form of proxy, as soon as possible to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

Speedy Hire Plc

Notice of

Annual General Meeting

2021

Speedy Hire Plc

(Registered in England and Wales No. 00927680)

Directors:

Registered Office:

Chase House

16 The Parks

Newton-le-Willows

Merseyside

WA12 0JQ

David Shearer (Chairman)

Russell Down

James Bunn

David Garman

Rob Barclay

Rhian Bartlett

Shatish Dasani

Carol Kavanagh

25 June 2021

To the holders of ordinary shares in Speedy Hire Plc ('Company')

Dear Shareholder

Notice of 2021 Annual General Meeting

I am pleased to be writing to you with details of the 2021 Annual General Meeting ('AGM') of the Company which is to be held at the offices of Addleshaw Goddard LLP, One St Peter's Square, Manchester, M2 3DE on 9 September 2021 at 11:00am. The formal notice convening the meeting is set out at pages 4 to 6 of this document. In this letter, I will provide you with a detailed explanation of the resolutions to be proposed at the meeting.

At this year's AGM we will be proposing a number of resolutions, as set out below. Resolutions 1 to 14 and resolution 19 will be proposed as ordinary resolutions. Resolutions 15 to 18 will be proposed as special resolutions. The proposed ordinary resolutions will be passed if more than 50% of the votes cast are in favour and the proposed special resolutions will be passed if at least 75% of the votes cast are in favour.

Should the UK Government remove legal limits on social contact as planned ahead of the AGM, shareholders are welcome to attend in person. Notwithstanding this, if the current limits are not removed or if the UK Government imposes new local or national restrictions, alternative arrangements may need to be made regarding attendance at the AGM to protect shareholders from any risks to their health and safety, which may result in refused entry to the AGM as it is likely in such circumstances that we will not be in a position to accommodate shareholders beyond the minimum required to hold a quorate meeting, achieved through the attendance of employee shareholders. Any new arrangements will be detailed on the Company's website and announced via a RNS and Shareholders should visit www.speedyservices.com/investors for the latest updates. Shareholders are reminded that if at the time of the AGM they or someone living in the same household feels unwell or has been in contact with anyone who has COVID-19, they should not attend the meeting.

If limits on social contact and distancing continue or are reintroduced at the time of the AGM the Board will still wish to engage with shareholders, although in a safe manner. As a pre-emptive measure should there be restrictions, if you are a shareholder and would like to ask the Board a question on the formal business of the AGM, please email your question to [e-mail] by 11:00am on Tuesday 7 September 2021. If shareholders are not able to attend the AGM as a result of UK Government COVID-19 restrictions, answers to any frequently asked questions may be published on our website at www.speedyservices.com/investors following the AGM.

Annual Report and Accounts (Resolution 1)

This resolution deals with the delivery by the directors of the Company ('Directors') to the shareholders of the Company ('Shareholders') of the accounts for the financial year ended 31 March 2021 (including the Directors' and auditors' report on those accounts) ('Annual Report and Accounts') and the adoption thereof by the Company.

Directors' Remuneration Report (Resolution 2)

The Directors are required to prepare an annual report detailing the remuneration of the Directors and a statement by the Chairman of the Remuneration Committee which is set out on pages 80 to 100 of the Company's Annual Report and Accounts ('Directors' Remuneration Report'). Resolution 2 is the resolution to approve the Directors' Remuneration Report, other than the part containing the Group's remuneration policy for Directors which was approved at the 2020 AGM for a period of three years to 31 March 2023. The Company is required to seek Shareholders' approval in respect of the contents of the Directors' Remuneration Report on an annual basis. This vote is an advisory one and does not affect the actual remuneration paid to any individual Director.

Final Dividend (Resolution 3)

As a result of the COVID-19 pandemic the Group utilised Government support schemes and implemented cost reduction measures across the business that affected colleagues and other stakeholders. As a consequence the Board resolved not to pay a final dividend for FY2020 nor an interim dividend for FY2021. Following the strong performance in the second half of the year and the robust balance sheet, the Board is recommending a final dividend of 1.40 pence per share for the year ended 31 March 2021. Final dividends are approved by the Shareholders but cannot be more than the amount recommended by the Board. This resolution seeks Shareholders' approval of the proposed dividend which if approved at the AGM will be paid on 24 September 2021 to Shareholders on the register at close of business on 13 August 2021.

1	Speedy Hire Plc Notice of the Annual General Meeting 2021

Election of Directors (Resolutions 4, 5 and 6)

The Company's articles of association ('Articles') require any new Director appointed to the Board of Directors ('Board') since the last Annual General Meeting to retire and seek election. Since the last Annual General Meeting James Bunn, Shatish Dasani and Carol Kavanagh have joined the Board and accordingly they each retire and offer themselves for election. The Board confirms that it is of the opinion that James Bunn, Shatish Dasani and Carol Kavanagh should each be elected at the forthcoming Annual General Meeting. Details of James' and Shatish's respective skills and experience is within their biographies which can be found on pages 66 to 67 of the Annual Report and Accounts. Given Carol Kavanagh's recent appointment biographical details are not included in the Annual Report and Accounts but set out below:

Carol Kavanagh (Independent Non-Executive Director)

Appointed to the Board with effect from 1 June 2021 as a Non-Executive Director and a member of the Remuneration Committee of the Board. Carol has over 20 years of experience working in senior public company human resource roles across construction and retail sectors, including as Group HR Director for Travis Perkins Plc from 2007 to 2020. Carol has also held senior positions at Home Retail Group and Safeway Food Stores (now Morrisons). At Travis Perkins, Carol's responsibilities extended across all of the Group's businesses at that time, which in addition to the recognised merchanting businesses such as Travis Perkins and Toolhire, also included the Wickes and Toolstation brands. She was Executive Chair for the Tile Giant business unit from 2018. Her Non-Executive Director experience began in the Financial Services sector with Leeds Building Society where she was a member of the remuneration committee. Whilst at Travis Perkins, Carol served as a Non-Executive Director with Verona Stone, a tile procurement and supply business, which at the time was part owned by the TP Group. Carol is also currently an independent remuneration committee member for British Swimming.

Re-election of Directors (Resolutions 7, 8, 9, 10 and 11)

Provision 18 of the UK Corporate Governance Code recommends that all Directors of listed companies should be subject to annual re-election by shareholders and in addition the Articles require that each Director retires from office at each Annual General Meeting.

Having due regard to the internal Board and individual Director performance evaluations and their contributions both individually and also in contribution to the balance of skills, knowledge and capability of the Board as a whole, the Board has determined that each Director standing for re-election continues to contribute effectively and demonstrates commitment to their role and is recommended for re-election at the forthcoming AGM. This consideration includes the respective skills and experience detailed within their biographies which can be found on pages 66 and 67 of the Annual Report and Accounts, and which provide specific reasons why each Director's contribution is, and continues to be, important to the Company's long-term sustainable success. The Board believes this information is sufficient to enable Shareholders to make an informed decision on the proposed re-election of the Directors.

Reappointment of auditors and auditors' remuneration (Resolutions 12 and 13)

Resolution 12 proposes the reappointment of KPMG LLP as auditors and, in accordance with the Company's normal practice, resolution 13 authorises the Directors to determine the auditors' remuneration.

Directors' authority to allot shares (Resolution 14)

The Companies Act 2006 ('Act') provides that the Directors may not allot shares unless authorised to do so by the Company in general meeting or by its Articles. This resolution seeks renewal, for a further period expiring at the earlier of the close of the 2022 Annual General Meeting or 30 September 2022, of the authority previously granted to the Directors at last year's Annual General Meeting.

The authority in paragraph (a) of this resolution relates to a total of 176,103,703 ordinary shares, being just under one third of the issued share capital of the Company as at 18 June 2021 (being the latest practicable date prior to publication of this document). In accordance with the guidelines issued by the Investment Association, the resolution also contains an authority (in paragraph (b) of this resolution) for the Directors to allot 352,207,406 ordinary shares, being two thirds of the issued share capital of the Company as at 18 June 2021 (being the latest practicable date prior to publication of this document) in connection with a pre-emptive offer by way of rights issue only.

The Directors have no present intention of allotting, or agreeing to allot, any ordinary shares otherwise than in connection with employee share schemes, to the extent permitted by such schemes. The Directors continue to monitor potential opportunities for growth and in the event of one of these opportunities proceeding, this may require the allotment of ordinary shares pursuant to this authority.

Disapplication of statutory pre-emption rights (Resolutions 15 and 16)

The Act gives holders of ordinary shares, with limited but important exceptions, certain rights of pre-emption on the issue for cash of new equity securities. The Directors believe that it is in the best interests of the Company that, as in previous years, the Board should have limited authority to allot some shares for cash without first having to offer such shares to existing Shareholders. The Directors' current authority to do so expires at the close of the forthcoming AGM and, accordingly, these resolutions seek to renew this authority on similar terms for a further period, expiring at the earlier of the close of the 2022 Annual General Meeting or 30 September 2022.

The authority in resolution 15, if granted, will relate to allotment in respect of rights issues and similar offerings (where difficulties arise in offering shares to certain overseas Shareholders and in relation to fractional entitlements and certain other technical matters) and generally to allotments (other than in respect of rights issues) of equity securities having an aggregate nominal value not exceeding £1,320,777 (being approximately 5% of the issued ordinary share capital of the Company as at 18 June 2021 (being the latest practicable date prior to the publication of this document)).

Resolution 16 is additional authority for the Directors to issue ordinary shares for cash in connection with an acquisition or capital investment of a kind contemplated by the Pre-Emption Group's Statement of Principles up to an additional aggregate nominal amount of £1,320,777 (being approximately 5% of the issued ordinary share capital of the Company as at 18 June 2021 (being the latest practicable date prior to the publication of this document)). The Directors confirm that they will only allot shares pursuant to this authority where the allotment is in connection with an acquisition or specified capital investment (as defined in the Pre-Emption Group's Statement of Principles) which is announced contemporaneously with the allotment or which has taken place in the preceding six month period and is disclosed in the announcement of the allotment.

The Directors do not have any present intention of exercising the authorities in resolutions 15 or 16 but believe it is important for the Company to have the flexibility which these authorities afford. The Directors do not intend to issue more than 7.5% of the issued share capital of the Company on a non-pre-emptive basis in any rolling three-year period without prior consultation with the relevant investor groups (except in connection with an acquisition or specified capital investment if authorised under resolution 16).

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Speedy Hire Plc Notice of the Annual General Meeting 2021

Authority to purchase ordinary shares (Resolution 17)

This resolution is to renew the Company's authority to make market purchases of its own shares. The authority should not be taken to imply that shares will be purchased at any particular price or, indeed, at all, and the Board has no present intention of exercising this power but would wish to retain the flexibility to do so in the future. The authority will expire at the earlier of the conclusion of the 2022 Annual General Meeting or 30 September 2022. The Board intends to seek renewal of this power at subsequent Annual General Meetings.

The resolution specifies the maximum number of shares which may be purchased (representing approximately 10% of the Company's issued ordinary share capital as at 18 June 2021 (being the latest practicable date prior to publication of this document)) and the maximum and minimum prices at which they may be bought, reflecting the requirements of the Act and the rules of the Financial Conduct Authority. Any purchases would only be made on the London Stock Exchange. The Directors have not yet decided whether such shares, if repurchased, would be cancelled or taken into treasury, and a decision would be taken in the light of prevailing circumstances at the time of the purchase. The Board will only exercise the power to make purchases of shares after consideration of the effects on earnings per share and the benefits for Shareholders generally. As at 18 June 2021 (being the latest practicable date prior to publication of this document), there were options outstanding over 17,015,732 ordinary shares, representing 3.22% of the Company's issued share capital. If the authority given by resolution 17 was to be fully used, the options currently in issue would then represent 3.58% of the Company's issued share capital.

Length of notice of meetings (Resolution 18)

The Articles enable the Company to call general meetings (other than Annual General Meetings) on 14 clear days' notice. The Act increases this period to 21 days unless Shareholders have approved a shorter period, which cannot be less than 14 days. This resolution seeks such approval. The Company will also need to meet certain requirements for electronic voting before it can call a general meeting on 14 clear days' notice. The approval of this resolution will be effective until the conclusion of the Annual General Meeting of the Company in 2022, when it is intended that the approval will be renewed.

Political donations (Resolution 19)

It is the policy of the Company not to make donations to political parties or incur political expenditure and it has no present intention of making any political donation or incurring any political expenditure in respect of any political party, political organisation or independent election candidate. However, the Act contains wide definitions of 'political donation', 'political organisation' and 'political party' and, as a result, it is possible that the Company and its subsidiaries may be prohibited from supporting bodies which it is in the Shareholders' interest for the Company to support; for example, bodies concerned with policy review or law reform, with the representation of the business community (or sections of it) or special interest groups. Sponsorship, subscriptions, payment of expenses and paid leave for employees fulfilling public duties may even fall under the definitions. If this resolution is passed the Company and its subsidiaries will be authorised to make donations and incur expenditure which might otherwise be prohibited by legislation, up to a limit of, in aggregate, £50,000. The Directors consider that the authority is necessary to provide the Company with comfort that it will not, because of uncertainties as to the scope and interpretation of the legislation, unintentionally commit a technical breach of it. In common with other listed companies, the Directors are therefore seeking Shareholders' approval in the terms outlined in this resolution.

Action to be taken

Whether or not you are able to attend the meeting, you are asked to complete the enclosed form of proxy and to post it to the Company's Registrars at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, as soon as possible but, in any event, to arrive no later than 11:00am on 7 September 2021. Completion and posting of the form of proxy will not preclude you from attending and voting in person at the AGM should you wish to do so, however, you are reminded that attendance at the meeting will be determined in accordance with any UK Government COVID-19 guidance in place at the time of the meeting.

If you are a member of CREST, you may register your appointment of a proxy through the CREST electronic appointment service using CREST ID RA19. For further details refer to the CREST manual. Ordinarily, completion of a form of proxy or the appointment of a proxy electronically would not stop you attending the AGM and voting in person should you so wish however, you are reminded that attendance at the meeting will be determined in accordance with any UK Government COVID-19 guidance in place at the time of the meeting.

Given some level of continuing uncertainty around attendance, we encourage all shareholders to appoint me, as the Chairman of the meeting, as proxy. This will ensure that your vote is counted even if attendance at the AGM is restricted.

A 'vote withheld' option is provided on the form of proxy accompanying this Notice of Meeting which is to enable you to withhold your vote on any particular resolution. It should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes 'for' or 'against' a resolution.

CREST - Regulation 41 of the Uncertificated Securities Regulations 2001

Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those Shareholders registered in the register of members of the Company as at 6:30pm on 7 September 2021 shall be entitled to attend (subject to the AGM being a closed meeting) or vote at the AGM in respect of the number of shares registered in their name at that time. Changes to entries on the relevant register of securities after that time will be disregarded in determining the rights of any person to attend or vote at the AGM.

Documents for inspection

Subject to any UK Government COVID-19 restrictions in place at the time, copies of (a) the Directors' service contracts and letters of appointment; and (b) a Statement of Directors' share interests and those of their families will be available for inspection during business hours on any weekday from the date of this letter until the conclusion of the AGM at the Company's registered office. All these documents will also be available for inspection at the place of the AGM for at least 15 minutes prior to, and during, the AGM. Should UK Government COVID-19 restrictions prevent travel or access to the Company's registered office over this period, copies of these documents will be made available on request by emailing [e-mail].

Recommendation

The Directors believe that the resolutions referred to above which are to be proposed at the AGM are in the best interests of the Company and of the Shareholders as a whole and recommend Shareholders to vote in favour of them, as each of the Directors intends to do in respect of their own beneficial holding.

Yours faithfully

David Shearer

Chairman

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Speedy Hire Plc Notice of the Annual General Meeting 2021

Speedy Hire Plc

(Registered in England and Wales No. 00927680)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting ('AGM') of Speedy Hire Plc ('Company') will be held at the offices of Addleshaw Goddard LLP, One St Peter's Square, Manchester, M2 3DE on 9 September 2021 at 11:00am to consider and, if thought fit, to pass the following resolutions, of which the resolutions numbered 1 to 14 and 19 will be proposed as ordinary resolutions and the resolutions numbered 15 to 18 will be proposed as special resolutions:

Ordinary Business

1. To receive and, if thought fit, to adopt the annual accounts of the Company for the financial year ended 31 March 2021 together with the reports of the Directors and auditors.
2. To approve the Directors' Remuneration Report set out on pages 80 to 100 (excluding the Directors' Remuneration Policy set out on pages 82 to 91) of the Annual Report and Accounts in respect of the financial year ended 31 March 2021.
3. To declare a final dividend of 1.40 pence per ordinary share in respect of the year ended 31 March 2021.
4. To elect James Bunn as a Director of the Company.
5. To elect Shatish Dasani as a Director of the Company.
6. To elect Carol Kavanagh as a Director of the Company.
7. To re-elect David Shearer as a Director of the Company.
8. To re-elect Russell Down as a Director of the Company.
9. To re-elect David Garman as a Director of the Company.

1. To re-elect Rob Barclay as a Director of the Company.
2. To re-elect Rhian Bartlett as a Director of the Company.
3. To appoint KPMG LLP as the Company's auditors ('Auditors') to hold office from the conclusion of the meeting until the conclusion of the next general meeting at which accounts are laid before the Company.
4. To authorise the Directors to determine the remuneration of the Auditors.
5. That, in substitution for all subsisting authorities, the Directors be generally and unconditionally authorised, in accordance with section 551 of the Companies Act 2006 ('Act'), to exercise all 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:
6. 1. up to a maximum nominal amount of £8,805,185; and
   2. comprising equity securities (as defined in section 560 of the Act) up to a maximum nominal amount of £17,610,370 (such amount to be reduced by the nominal amount of any shares allotted or rights granted under paragraph (a) above of this resolution) in connection with an offer by way of a rights issue:
   3. 1. to the holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings of ordinary shares; and
      2. to the holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

and this authority shall expire on 30 September 2022 or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2022 but the Company may, before this authority expires, make any offer, agreement or arrangement which would or might require shares to be allotted or rights to be granted after such expiry and the Directors may allot shares or grant rights pursuant to such offer, agreement or arrangement as if the authority had not expired.

Special Business

15. That, subject to the passing of resolution 14, the Directors be generally empowered pursuant to sections 570 and 573 of the Act to allot equity securities (as defined in section 560 of the Act) and/or sell ordinary shares held by the Company as treasury shares for cash pursuant to the authority conferred by resolution 14 as if section 561 of the Act did not apply to the allotment or sale but this power shall be limited to:

1. the allotment of equity securities or sale of treasury shares where such securities have been offered (whether by way of rights issue, open offer or otherwise) to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings of ordinary shares but subject to the Directors having the right to make such exclusions or other arrangements in connection with the offering as they deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems under the laws in any territory or the requirements of any relevant regulatory body or stock exchange or any other matter; and
2. the allotment of equity securities or sale of treasury shares otherwise than pursuant to the power granted under paragraph (a) above of this resolution up to a maximum nominal amount of £1,320,777,

and this power shall expire on 30 September 2022 or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2022 but the Company may, before this power expires, make any offer, agreement or arrangement which would or might require equity securities to be allotted (or treasury shares to be sold) after such expiry and the Directors may allot equity securities (or sell treasury shares) pursuant to such offer, agreement or arrangement as if this power had not expired.

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Speedy Hire Plc Notice of the Annual General Meeting 2021