This document is important and requires your immediate attention.
If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all your shares in Synthomer plc, please pass this document and the accompanying documents, but not the personalised Form of Proxy, at once to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.
(Incorporated in England and Wales with registered number 98381)
Notice of Annual General Meeting 2023 to be held at the offices of the Company, 45 Pall Mall, London SW1Y 5JG on Tuesday 16 May 2023 at 11.00 am
Your attention is drawn to the letter from the Chair of Synthomer plc, set out in this document, which recommends that you vote in favour of the resolutions to be proposed at the Annual General Meeting.
Notice of the Annual General Meeting of Synthomer plc to be held at the offices of the Company, 45 Pall Mall, London SW1Y 5JG on Tuesday 16 May 2023 at 11.00 am is set out at the end of this document. The Form of Proxy for use at the Annual General Meeting is enclosed with this document. To be valid, the accompanying Form of Proxy for use at the Annual General Meeting must be completed in accordance with the instructions printed on it and returned to the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by no later than 11.00 am on Friday 12 May 2023. The completion and return of the Form of Proxy will not preclude you from attending and voting at the Annual General Meeting should you wish to do so.
Letter from the Chair of Synthomer plc
10 Notice of Annual General Meeting
15 Shareholder information
2 Synthomer plc Notice of Annual General Meeting 2023
Letter from the Chair
(registered in England number 98381)
Essex CM20 2BH
To the ordinary shareholders 12 April 2023
Annual General Meeting
I am pleased to enclose the Company's Annual Report and Accounts for the
year ended 31 December 2022 (Annual Report). The Board thanks all shareholders for their support over the past 12 months.
This year's Annual General Meeting will be held on Tuesday 16 May 2023 at 11.00 am at the offices of the Company, 45 Pall Mall, London SW1Y 5JG. Notice of the Annual General Meeting (AGM) is set out at the end of this document.
Your Board wants to ensure that all shareholders have the opportunity to vote on our resolutions and to ask questions of the Board. We recommend that all shareholders complete and return the Form of Proxy that accompanied this Notice of Meeting appointing me, as the Chair of the meeting, as their proxy.
Details of how to complete and return the Form of Proxy and the address and timing for its return are contained in the notes on the Form and at the end of this letter. We would also welcome any questions you may have to be submitted by email to IR@synthomer.com. Your Board will endeavour to provide written answers to all questions submitted and make them available ahead of the Proxy submission deadline of 12 May 2023 at 11.00 am by posting them on a dedicated 2023 Annual General Meeting page on the Investor Relations section of the Company website.
An explanation of the business to be considered at the meeting is set out on the following pages.
Synthomer plc Notice of Annual General Meeting 2023
Letter from the Chair continued
To receive the Annual Report and Accounts (Resolution 1)
The Directors' report and the audited financial statements for the year ended 31 December 2022 will be presented.
Directors' remuneration (Resolutions 2 and 3)
Resolutions 2 and 3 deal with Directors' remuneration and seek shareholder approval for the Directors' Remuneration Policy (the Policy) and the Directors' Annual Report on Remuneration respectively.
The Company is required to offer Shareholders a binding vote on the Company's forward-looking remuneration policy at least every three years. Resolution 2 is therefore a resolution to approve the new Policy set out on pages 128 to 137 (inclusive) in the Annual Report and is intended to replace the Policy approved by Shareholders at the 2020 AGM. If Resolution 2 is approved, the new Policy will take effect immediately after the end of the Annual General Meeting and shall be in place for the next three-year period unless a new policy is presented to Shareholders before then. The background to and explanation of the key changes from the current Policy are given in the letter from the Chair of the Remuneration Committee starting on page 123 of the Annual Report. If the new Policy is not approved, the Directors' Remuneration Policy approved at the 2020 annual general meeting will continue to apply.
Resolution 3 continues the practice of an annual advisory vote to approve the Annual Report on Remuneration, which can be found on pages 138 to 148 (inclusive) of the Annual Report. The vote on the Annual Report on Remuneration is advisory and will not affect the way in which the current Policy has been implemented.
Re-election and election of Directors (Resolutions 4-11)
Resolutions 4 to 11 (inclusive) deal with the re-election/election of all the Directors other than Brendan Connolly in accordance with the requirements of the UK Corporate Governance Code. Brendan will be retiring as a Director at the Annual General Meeting and I would very much like to thank him for his valuable contribution as a member of the Board over the past nine years.
Resolution 4 deals with the re-election of Mr M Willome, who serves as Chief Executive Officer of the Company. Resolutions 5 to 8 (inclusive) deal with the re-election of the Hon. AG Catto, Dato' Lee Hau Hian, Ms HA Van Deursen, and Mr RC Gualdoni, respectively, who each serve as a Non-Executive Director of the Company. Resolution 9 deals with my re-election. Resolutions 10 and 11 deal with the election of Ms L Liu and Mr I Tyler, both of whom have joined the Board since the 2022 annual general meeting as Chief Financial Officer and as a Non-Executive Director respectively.
Your Non-Executive Directors bring a wide diversity of skills and relevant business and boardroom experience gained internationally from past and current involvement with a number of companies and areas of commerce. I can confirm that, following Board and individual director performance evaluation, each of them continues to contribute effectively and to demonstrate commitment to the role of Non-Executive Director of the Company.
In order for you to take an informed decision on the re-election/election of the above named Directors, biographical details are provided on pages 92 to 94 of the Annual Report. Details of the Directors' individual experience and expertise of the Directors which contribute to the Company's long-term sustainable success are summarised on the next page.
4 Synthomer plc Notice of Annual General Meeting 2023
Michael Willome is an experienced public markets Chief Executive Officer.
He has a deep understanding of the end markets in which Synthomer
operates, gained from global executive leadership experience in the
chemicals and wider industrial sectors, operating through economic
cycles. He has led a strategic review of Synthomer and is implementing
the refreshed strategy, targeting stronger organic growth through
increased innovation, sustainability and end-market focus and
streamlining the Company's manufacturing footprint.
Hon AG Catto
Alexander Catto has extensive experience in the investment banking and
finance sectors. His background in investment banking and experience
on other boards also give him extensive business, finance, investor
engagement and governance experience.
Dato' Lee Hau Hian
Dato' Lee Hau Hian has many years of executive leadership of chemical
and manufacturing global operations. He also brings an Asia perspective
to board discussions, as well as his experience in organisational
transformation, mergers and acquisitions, and sustainability.
Ms HA Van Deursen
Holly Van Deursen brings her experience as a global senior executive,
holding both operations and strategic leadership roles in the chemical
industry. She has significant experience in governance and safety, health
and environmental risk management as well as executive remuneration,
from her time serving as a public company non-executive director in the
USA, UK and Nordic regions.
Mr RC Gualdoni
Roberto Gualdoni has had an extensive career as an executive leader in
the chemical industry, with particular experience in sales, marketing,
procurement, strategy, and safety, health and environmental risk
management. He also brings his experience in international non-
executive director roles across a number of chemical businesses.
Mrs CA Johnstone
Caroline Johnstone has more than 40 years' experience of working with
large global organisations in the chemical and other industries, delivering
value from mergers and acquisitions and implementing business
turnaround, culture change and cost optimisation. She has also held
various people leadership roles. She brings her experience as a current
FTSE 100 non-executive director and in finance, people, governance and
Ms L Liu
Lily Liu is an experienced public markets Chief Financial Officer and has
extensive experience across various industrial sectors. She brings
experience in building strong performing finance teams and creating
business value through organic and inorganic growth.
Mr I Tyler
Ian Tyler contributes his extensive UK and international public and private
company board experience gained through executive and non-executive
roles in various industries, including infrastructure and engineering,
telecommunications, mining, healthcare, and oil and gas exploration
Re-appointment of auditors and auditors' remuneration (Resolutions 12 and 13)
Resolution 12 relates to the re-appointment of PricewaterhouseCoopers LLP (PwC) as auditors of the Company. PwC were appointed by the Board in July 2012 and re-appointed by the Board (on the Audit Committee's recommendation) in May 2016 following a competitive tender process. Resolution 13 authorises the Audit Committee to set the auditors' remuneration.
Synthomer plc Notice of Annual General Meeting 2023
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