TIDMTTG
RNS Number : 4300J
TT Electronics PLC
09 April 2020
9 April 2020
TT Electronics plc
(the "Company")
AGM update
As previously announced, TT Electronics plc's 2020 Annual
General Meeting ("AGM") is due to be held at 10.00am on Wednesday 6
May 2020 at Allen & Overy LLP, One Bishops Square, London, E1
6AD. However, given the compulsory UK Government measures that have
been put in place (the "Stay at Home Measures") which prohibit,
amongst other things, public gatherings of more than two people,
the Directors have reviewed and decided to change the upcoming AGM
arrangements to ensure that the health and safety of our
shareholders, Directors, employees and other key stakeholders is
protected.
Therefore, in light of the current and evolving situation around
COVID-19 and the Stay at Home Measures, the following revised
arrangements have been adopted for the Company's AGM on Wednesday 6
May 2020.
-- The 2020 AGM will be moved to the Company's head office
located at Fourth Floor, St Andrews House, West Street, Woking,
Surrey GU21 6EB.
-- The 2020 AGM will address only the formal matters contained in the Notice of Meeting.
-- In accordance with the Company's Articles of Association, two
shareholders present in person or by proxy will form the quorum of
the meeting. We are planning for two officers of the Company (who
are also shareholders) to be in attendance to form the quorum and
to conduct the business of the meeting.
-- Attendance by additional shareholders is not perceived as
"essential for work purposes" and so would not be permitted under
the Stay at Home Measures. As such, if the Stay at Home Measures
remain in force as at the date of the AGM, additional shareholders
must not attend the AGM in person. Anyone who seeks to attend in
person will not be admitted to the meeting.
-- In order to maintain communication and engagement,
shareholders are invited to forward questions on the business of
the meeting to the Board in advance of the AGM by sending them by
email for the attention of the Company Secretary at:
company.secretary@ttelectronics.com . The Board's responses will be
published on the Company's website.
-- All shareholders are urged to appoint the Chairman of the meeting as their proxy, with voting instructions. Please see further information under "Voting" below.
Remuneration
Further to the 3 April COVID-19 Update RNS, the Board has agreed
the following changes to the Directors' remuneration (an adjustment
to the implementation of the Remuneration Policy for 2020):
-- In January 2020 the members of the Board elected not to receive a salary increase.
-- The members of the Board have agreed a 20% salary reduction,
effective 1 April 2020, for a minimum of three months.
-- The Executive Directors' maximum opportunity under the 2020
short-term incentive will remain in line with prior years. The
planned increase in the bonus opportunity will be deferred until
2021. However, consistent with the new Remuneration Policy (subject
to shareholder support), 20% of any bonus earned by the Executive
Directors under the 2020 short-term incentive will be deferred into
shares for two years. The Remuneration Committee will continue to
review whether it is appropriate to make awards under the 2020
short-term incentive.
The Board continues to believe that the proposed Remuneration
Policy, to apply for the next three years, is "fit for purpose"
during the next stage of the strategy. The Remuneration Committee
will use its discretion to manage remuneration appropriately and
within the Policy.
Voting
As attendance at the meeting is not permitted under the Stay at
Home Measures, shareholders are urged to vote on each of the
resolutions set out in the Notice of Meeting by either:
i) registering their vote online at www.sharevote.co.uk; or
ii) completing and returning the Form of Proxy to TT
Electronics' registrar (whose details can be found in the Notice of
Meeting)
in each case to be received no later than 10.00am on 4 May
2020.
Details of how to appoint a proxy are set out in the notice of
AGM.
Given the attendance restrictions for the AGM, shareholders are
strongly encouraged to appoint the Chairman of the meeting as their
proxy. Other named proxies will not be allowed to attend the
meeting if the Stay at Home Measures remain in force as at the date
of the AGM. Shareholders who have already appointed someone other
than the Chairman of the meeting as their proxy are, therefore,
strongly encouraged to submit a new proxy form appointing the
Chairman of the meeting as their proxy instead.
AGM resolutions withdrawn
As announced on 3 April 2020, the Board is no longer
recommending the payment of the 2019 final dividend of 4.9 pence
per share. In addition, as announced on the same date, Neil Carson
will step down from the Board at the conclusion of the AGM.
Therefore, Resolutions 4 and 6 will be withdrawn.
Further COVID-19 related AGM developments
The UK Government may change current restrictions or implement
further measures relating to the holding of general meetings prior
to the 2020 AGM. Any changes to the 2020 AGM (including to the
arrangements outlined above) will be made available on the
Company's website at
https://www.ttelectronics.com/investors/shareholder-info/agm-gm/ and by means of a stock exchange announcement.
Any questions related to the AGM should be directed to the
Company Secretary by email: company.secretary@ttelectronics.com
.
For further information please
contact:
TT Electronics plc Tel: +44 (0)1932 825 300
Lynton Boardman, Company Secretary
Julian Wais, Head of Investor Relations and Communications
MHP Tel: +44 (0)20 3128 8100
Tim Rowntree / Rachel Mann
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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