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McColl’s Retail Group plc
Notice of Annual General Meeting 2020McColl’s Retail Group plc
McColl’s House,
Ashwells Road
Brentwood
Essex
CM15 9ST
T: 01277 372916
www.mccollsplc.co.uk
McColl’s Retail Group plc
(Incorporated and registered in England and Wales under number 08783477)
Notice of Annual General Meeting 2020
Notice is hereby given that the sixth Annual General Meeting (the “AGM”) of McColl’s Retail Group plc
(the “Company”) will be held at 1.30pm on Friday, 3 April 2020, at McColl’s House, Ashwells Road, Brentwood, Essex
CM15 9ST to consider and if thought fit, pass resolutions 1 to 20 set out in the Notice of Meeting.
Important information: 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 independent professional adviser
immediately. If you have sold or otherwise transferred all of your shares, please pass this document together with
the accompanying documents 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.
McColl’s Retail Group plc Notice of Annual General Meeting 2020Chairman’s letter Registered Office: McColl’s House, Ashwells Road, Brentwood, Essex CM15 9ST
Registered in England and Wales with the registered number 08783477
Dear Shareholder,
Annual General Meeting 2020 • t hree resolutions which, together, will provide authority to the Directors to allot a limited
I am pleased to enclose the Notice of Meeting for McColl’s Retail Group plc’s sixth Annual number of additional securities (shares), some of which could be issued without applying
General Meeting (“AGM”). The AGM will be held on Friday, 3 April 2020, at 1.30pm at McColl’s the default statutory pre-emption rights (which means some new shares could be issued
House, Ashwells Road, Brentwood, Essex CM15 9ST. without first offering them to existing shareholders). The proposed disapplication of pre-
We look forward to welcoming you to this meeting which provides an important opportunity emption rights is consistent with the best practice guidance set out in the Pre-emption
for shareholders to engage with the Board and vice versa. We are always interested to hear Group Statement of Principles. This means that no more than 5% of the Company’s shares
shareholder views and, should you wish to provide any feedback or questions in advance of could be issued free of pre-emption, with an additional 5% of the Company’s ordinary
the meeting, please email them to investor.relations@mccolls.co.uk. shares that could be issued free of pre-emption provided the purpose of the share issue
related to a specific acquisition or specified capital investment,
At the AGM, in order to ensure the outcome of the votes on the proposed resolutions fully
reflect the views of all shareholders, all resolutions shall be conducted by poll meaning •a
resolution seeking authority to make market purchases of the Company’s own shares,
that we shall be counting both the votes cast in advance by proxy as well as the votes up to an aggregate of 11,519,390 shares. This number is equivalent to approximately 10%
cast by those present on the day. The full results will be announced thereafter, including of the Company’s issued shares,
on our website. •a
resolution to apply a minimum notice period of 14 clear days for general meetings
If you would like to vote on the resolutions but will not be attending the AGM, you may other than AGMs. AGMs have a longer notice period,
appoint a proxy by completing and returning the enclosed proxy form. Alternatively, •a
resolution to approve the McColls Retail Group plc Savings-Related Share
you may appoint a proxy electronically via www.sharevote.co.uk or, if registered, via Option Scheme.
www.shareview.co.uk or, if you hold your shares in CREST, via the CREST system. Notice of your Following the significant votes against the resolution for the disapplication of pre-emption
appointment of a proxy should reach the Company’s registrar, Equiniti Limited, at the address rights at the 2019 AGM, the Board engaged with shareholders to understand their concerns.
shown on the proxy form, by no later than 1.30pm on Wednesday, 1 April 2020. If you As announced on 3 October 2019, the Board noted the objections but concluded that,
hold your shares through a nominee service, please contact the nominee service provider as the majority of shareholders are in support, renewal of the authorities in relation to the
regarding the process for appointing a proxy. dis-application of pre-emption rights and also the dis-application of pre-emption rights
The matters to be decided at the AGM are set out in full in the Notice of Meeting, which also in connection with an acquisition or capital investment will again be put to shareholders.
includes explanatory notes on each of the proposed resolutions. In summary, however, the The Board remains committed to undertaking shareholder consultations on significant share
AGM resolutions will be as follows: issues whenever it is practicable to do so and to continued shareholder engagement.
•a
resolution to receive the Strategic Report, the Directors’ Report, the Auditor’s Report and Recommendation
the audited accounts for the period ended 24 November 2019, which together form the The Board believes that the resolutions contained in the Notice of Meeting are in the best
Annual Report and Accounts 2019, have been circulated to shareholders and are also interests of the Company and its shareholders as a whole and unanimously recommends
available from www.mccollsplc.co.uk/reportsandpresentations, that you vote in favour of them. The Directors intend to use the votes they hold from their
•a
n advisory resolution to approve the Directors’ Remuneration Report set out on pages own beneficial shareholdings to vote in favour of all the proposed resolutions.
57 to 73 of the Annual Report, Yours faithfully,
• separate
resolutions to approve the re-election of each of the current Directors.
The Board’s proposal for the re-election of each of the current Directors was made Angus Porter
following recommendations by the Nomination Committee, Chairman
• t wo resolutions to approve the reappointment of BDO LLP as the Company’s independent McColl’s Retail Group plc
Auditor and to authorise the Audit & Risk Committee to fix the Auditor’s remuneration, 4 March 2020
•a
resolution providing authority to make political donations, including to charitable
organisations. The Directors do not intend to make donations of an overtly political nature
but, due to the wide definition of “political donations”, the Board seeks this authority in
order to avoid any inadvertent breach of the regulatory requirements,
1Notice of Annual General Meeting
Notice is hereby given that the sixth Annual General Meeting Auditor’s remuneration Authority to allot ordinary shares
(“AGM”) of McColl’s Retail Group plc (the “Company”) will 10. To authorise the Audit & Risk Committee to determine the 12. THAT, in substitution for any existing authority but without
be held on Friday, 3 April 2020 at 1.30pm at McColl’s House, remuneration of the Auditor. prejudice to the exercise of any such authority prior to
Ashwells Road, Brentwood, Essex CM15 9ST to transact the Authority to make political donations and incur the date of the passing of this resolution, the Directors be
business set out in the resolutions below. political expenditure generally and unconditionally authorised pursuant to and
Voting on all resolutions will be by a poll to ensure that 11. THAT, in accordance with Part 14 of the Companies Act in accordance with section 551 of the Companies Act 2006
every vote is recognised, including the votes of shareholders 2006 (the “Act”), the Company and all companies that (the “Act”) to exercise all the powers of the Company to
who are unable to attend the meeting but who have are subsidiaries of the Company at the date on which this allot shares in the Company or grant rights to subscribe for,
appointed a proxy to vote on their behalf. Shareholders have resolution is passed or at any time when this resolution has or convert any security into shares in the Company:
one vote for each ordinary share held when voting on a poll. effect, are generally and unconditionally authorised to: (a) c
omprising equity securities (as defined in section
A poll provides a more accurate reflection of shareholder (a) make political donations to political parties and/ 560 (1) of the Act) of the Company up to a nominal
views than votes taken on a show of hands. The results of the or independent election candidates not exceeding amount of £76,795 (such amount to be reduced by any
voting will be announced through a Regulatory Information £10,000 in total; allotments or grants made under paragraph (b) below)
Service and will be published on www.mccollsplc.co.uk/ in connection with an offer by way of a rights issue:
(b) m
ake political donations to political organisations other
reportsandpresentations as soon as reasonably (i) to ordinary shareholders in proportion (as nearly as
than political parties not exceeding £20,000 in total; and,
practicable thereafter. may be practicable) to their existing holdings; and
(c) incur political expenditure not exceeding £20,000 in total,
Resolutions 1 to 12 will be proposed as ordinary resolutions, (ii) to holders of other equity securities as required by the
together with resolution 17. For each ordinary resolution to be during the period beginning on the date of the passing of
rights of those securities or as the Directors otherwise
passed, more than half of the votes cast must be in favour. this resolution and ending on the earlier of 2 July 2021 and
consider necessary,
the conclusion of the Company’s AGM to be held in
Resolutions 13 to 16 will be proposed as special resolutions. but subject to such exclusions or other arrangements as
2021, provided that the authorised sums referred to in
For each special resolution to be passed, at least three- the Directors deem necessary or appropriate in relation
paragraphs (a), (b) and (c) above may be comprised of
quarters of the votes cast must be in favour. to treasury shares, fractional entitlements, record dates,
one or more amounts in different currencies which, for the
Annual Report and Accounts purposes of calculating the said sum, shall be converted legal, regulatory or practical problems in, or under the
1. To receive the Strategic Report, the Directors’ Report, the into pounds sterling at the exchange rate published in laws of, any territory or any other matter; and
Auditor’s Report and the Company’s audited accounts the London edition of the Financial Times on the date (b) in any other case up to a maximum aggregate nominal
for the financial period ended 24 November 2019 (the on which the relevant donation is made or expenditure amount of £38,397 (such amount to be reduced by any
“Annual Report and Accounts 2019”). incurred (or the first business day thereafter) or, if earlier, allotments or grants made under paragraph (a) above
Directors’ Remuneration Report on the day on which the Company or its subsidiary (as in excess of £38,397).
2. To approve the Directors’ Remuneration Report appropriate) enters into any contract or undertaking in These authorities shall apply in substitution for all previous
(excluding the Directors’ Remuneration Policy) set out on relation to the same and provided that, in any event, the authorities pursuant to section 551 of the Act and expire
pages 57 to 73 of the Annual Report and Accounts 2019. aggregate amount of political donations and political at the end of the AGM to be held in 2021 or at 6.00pm on
Re-election of Directors expenditure so made and incurred by the Company 2 July 2021, whichever is the earlier, but, in each case save
3. To re-elect Angus Porter as a Director. and its subsidiaries pursuant to this resolution shall not that the Company may, before such expiry make an offer
exceed £50,000. All existing authorisations and approvals or agreement which would or might require equity securities
4. To re-elect Georgina Harvey as a Director.
relating to political donations or expenditure under Part to be allotted after such expiry and the Directors may allot
5. To re-elect Sharon Brown as a Director. 14 of the Act are hereby revoked without prejudice to equity securities under any such offer or agreement as if the
6. To re-elect Jonathan Miller as a Director. any donation made or expenditure incurred prior to the authority conferred by this resolution had not expired.
7. To re-elect Jens Hofma as a Director. passing of this resolution pursuant to such authorisation
or approval. For the purpose of this resolution the terms
8. To re-elect Robbie Bell as a Director. “political donation”, “political parties”, “independent
Reappointment of Auditor election candidates”, “political organisation” and
9. To reappoint BDO LLP as Auditor of the Company until the “political expenditure” shall have the meanings given
conclusion of the Company’s Annual General Meeting to by sections 363 to 365 of the Act.
be held in 2021.
2 McColl’s Retail Group plc Notice of Annual General Meeting 2020Authorities to disapply pre-emption rights* require equity securities to be allotted (and treasury Approval of SAYE Scheme
13. THAT, if resolution 14 is passed, the Board be authorised to shares to be sold) after the authority expires and the 17. That the rules of the McColls Retail Group plc Savings-
allot equity securities (as defined in the Companies Act Board may allot equity securities (and sell treasury shares) Related Share Option Scheme (the “SAYE Scheme”),
2006 (the “Act”)) for cash under the authority given by under any such offer or agreement as if the authority had produced in draft to this meeting (the terms of which are
that resolution and/or to sell ordinary shares held by the not expired. summarised in the Appendix to this Notice of Meeting)
Company as treasury shares for cash as if section 561 of Purchase of own shares* and, for the purposes of identification, signed by the
the Act did not apply to any such allotment or sale, such 15. THAT, the Company be generally and unconditionally Chairman, be and are hereby approved and the
authority to be limited: authorised for the purpose of section 701 of the Companies Directors be authorised to:
(a) to allotments for rights issues and other pre-emptive Act 2006 (the “Act”) to make market purchases (within the (a) make
such modifications to the SAYE Scheme as they
issues; and meaning of section 693 (4) of the Act) of ordinary shares of may consider appropriate in order to qualify for tax-
(b) to the allotment of equity securities or sale of treasury £0.001 each in the capital of the Company, provided that: advantaged status under Schedule 3 to the Income
shares (otherwise than under paragraph (a) above) up to (a) the maximum number of ordinary shares which may be Tax (Earnings and Pensions) Act 2003;
a nominal amount of £5,759.69, purchased is 11,519,390; (b) do
all acts and things which they may consider
such authority to expire at the end of the AGM to be held (b) the minimum price, exclusive of any expenses, necessary or expedient for the purposes of
in 2021 (or, if earlier, at 6.00pm on 2 July 2021) but, in each which may be paid for each ordinary share is £0.001; implementing and giving effect to the SAYE Scheme;
case, prior to its expiry the Company may make offers, and and
(c) the maximum price, exclusive of any expenses,
enter into agreements, which would, or might, require equity which may be paid for each ordinary share is an amount (c) establish
further schemes based on the SAYE Scheme
securities to be allotted (and treasury shares to be sold) equal to the higher of: but modified to take account of local tax, exchange
after the authority expires and the Board may allot equity control or securities laws in overseas territories,
(i) 105% of the average closing price of an ordinary
securities (and sell treasury shares) under any such offer provided that any shares made available under such
share, as derived from the London Stock Exchange
or agreement as if the authority had not expired. further schemes are treated as counting against
Daily Official List for the five business days immediately
14. THAT, if resolution 14 is passed, the Board be authorised in the limits on individual or overall participation in the
prior to the day on which the purchase is made; and
addition to any authority granted under resolution 15 to allot SAYE Scheme.
(ii) an amount equal to the higher of the price of the
equity securities (as defined in the Companies Act 2006 (the
last independent trade of an ordinary share and
“Act”)) for cash under the authority given by that resolution
the highest current independent bid for an ordinary
and/or to sell ordinary shares held by the Company as By order of the Board
share as derived from the London Stock Exchange
treasury shares for cash as if section 561 of the Act did not 4 March 2020
trading system.
apply to any such allotment or sale, such authority to be:
This authority shall expire at the end of the AGM to be held
(a) limited to the allotment of equity securities or sale of Rachel Peat
in 2021 or at 6.00pm on 2 July 2021, whichever is the earlier,
treasury shares up to a nominal amount of £5,759.69; and Company Secretary
but, in each case, save that the Company may, before
(b) used only for the purposes of financing (or refinancing, such expiry, enter into a contract to purchase shares which McColl’s Retail Group plc
if the authority is to be used within six months after the will or may be executed wholly or partly after the expiry of Registered number: 08783477
original transaction) a transaction which the Board of such authority.
the Company determines to be an acquisition or other Registered office:
Notice of general meetings, other than AGMs* McColl’s House
capital investment of a kind contemplated by the
16. THAT, a general meeting, other than an AGM, may be Ashwells Road
Statement of Principles on Disapplying Pre-Emption Rights
called on not less than 14 clear days’ notice. Brentwood
most recently published by the Pre-Emption Group prior
to the date of this notice, such authority to expire at the Essex
end of the Annual General Meeting to be held in 2021 CM15 9ST
(or, if earlier, at the close of business on 2 July 2021) but,
in each case, prior to its expiry the Company may make
offers and enter into agreements, which would, or might,
* Special resolution
3Explanation of Resolutions
Resolution 1 – To receive the Annual Report and Accounts Resolution 3 – To re-elect Angus Porter as a Director Audit Committee Chairman of a number of companies.
The Directors are required to present the Company’s audited Role: Non-Executive Chairman Sharon is a Non-Executive Director of Celtic plc, BMO Capital
Accounts, the Strategic Report, Directors’ Report and Auditor’s Appointment to the Board: 1 April 2016 and Income Investment Trust plc, European Opportunities
Report to the meeting. These are contained in the Annual Committee memberships: Nomination Committee (Chair) Trust PLC, The Baillie Gifford Japan Trust PLC and a number of
Report 2019. and Remuneration Committee limited companies in the retail sector.
Resolution 2 – To approve the Directors’ Remuneration Report Angus brings to the Board extensive experience at Director Resolution 6 – To re-elect Jonathan Miller as a Director
This resolution deals with the remuneration paid to the Directors level, governance and leadership. He has held numerous Role: Chief Executive Officer
during the period under review. Shareholders are invited to executive and non-executive roles across a range of industry Appointment to the Board: 3 February 2014
vote on the Directors’ Remuneration Report, which appears sectors, including senior marketing and general management Committee memberships: Nomination Committee
on pages 57 to 73 in the Annual Report 2019 (excluding the roles at Mars, BT, Abbey National and WPP. Recently, he was Jonathan was appointed Chief Executive of McColl’s in
Directors’ Remuneration Policy). Chief Executive of the Professional Cricketers’ Association from 2016. He has worked in the Group since 1991 when he
Resolution 2 is an advisory vote and does not affect the future 2010-2016, Senior Independent Director and Chairman of the was recruited as Financial Director of cigarette vending
remuneration paid to any Director or any remuneration already Remuneration Committee of Punch Taverns Plc from 2012-2017, operations, becoming Finance Director of retail operations
paid to a Director. If the Company fails to pass this resolution, and a Non-Executive Director of TDC A/S until 2018. Angus is Co- in 1998. Prior to his current role he was the Group’s Chief
it would trigger the need for the Company to put its Directors’ Chairman of Direct Wines Ltd and a Non-Executive Director of Financial Officer. Through his long history with McColl’s,
Remuneration Policy to a shareholder resolution at the 2021 Hilton Food Group plc. Jonathan has developed an in-depth understanding of
AGM. However, the Remuneration Policy is being reviewed Resolution 4 – To re-elect Georgina Harvey as a Director both the business and the wider convenience retail market.
during the year and will routinely be put to the 2021 AGM, Role: Senior Independent Director Jonathan had a major role in all of the key initiatives that
having been in place for three years. Appointment to the Board: 7 February 2014 have shaped the Group, including a secondary buyout in
Resolutions 3-8 – Re-election of Directors Committee memberships: Nomination Committee, 2005, numerous corporate acquisitions and the IPO in 2014.
All members of the Board wishing to continue their Audit & Risk Committee and Remuneration Committee (Chair) As Chief Executive he has put in place a clear strategy and
appointments and who are recommended by the Georgina brings significant experience, particularly in vision for the Group and led the major acquisition of 298
Board, seek re-election by the shareholders annually. remuneration matters, to the Board. She started her media stores in 2016, the negotiation in 2017 of the Group’s new
Following consideration by, and a recommendation from, career at Express Newspapers plc where she was appointed wholesale arrangements with Morrisons and in 2018 steered
the Nomination Committee, the Board is satisfied that each Advertising Director in 1994. She joined IPC Media Limited in the business through the significant disruption following the
of the Directors continues to be effective and demonstrates 1995 and went on to form IPC Advertising in 1998, where she collapse of P&H. Jonathan has significant knowledge of the
a commitment to the role and that each of the Directors was Managing Director. Between 2005 and 2012, Georgina business and is leading the strategic change of the Group.
continues to be able to dedicate sufficient time to their duties. was Managing Director, Regionals Division and a member Resolution 7 – To re-elect Jens Hofma as a Director
The Directors believe that the Board continues to include an of the Executive Committee of Trinity Mirror. She was also a Role: Independent Non Executive Director
appropriate balance of skills and provides effective leadership Non-Executive Director of William Hill PLC. Georgina is an Appointment to the Board: 1 July 2017
for the Group. Collectively, the Board has a variety of skills which independent Non-Executive Director of Big Yellow Group PLC, Committee memberships: Audit & Risk Committee,
include significant financial experience, extensive knowledge Superdry plc and Capita plc. Nomination Committee and Remuneration Committee
of the retail industry and significant experience of public Resolution 5 – To re-elect Sharon Brown as a Director Jens brings wider corporate experience to the Board.
companies listed on the London Stock Exchange. The process Role: Independent Non-Executive Director He is Chief Executive Officer of Pizza Hut Restaurants in the
by which the Board reached these conclusions is described Appointment to the Board: 7 February 2014 UK. He joined the Pizza Hut business in February 2009 and
on 50 and 51 of the Annual Report 2019, which also includes Committee memberships: Nomination Committee, has since led a private equity funded buyout of its dine-in
biographies for each of the Directors seeking re-election on Audit & Risk Committee (Chair) and restaurants. Prior to his involvement with Pizza Hut, Jens spent
pages 42 and 43. Remuneration Committee five years with Yum! Brands, working in the UK and in Europe.
The biographies set out the reasons why each Director’s Sharon brings significant experience and accounting He has also previously worked for Nestlé and McKinsey in
contribution is, and continues to be, important to the expertise to the Board. She is a management accountant various European countries.
Company’s long-term sustainable success. and has extensive financial experience, gained whilst
Finance Director and Company Secretary of Dobbies
Garden Centres Limited between 1998 and 2013. Sharon also
held a senior financial position within the retail division of
John Menzies plc from 1991 to 1998. She is, and has been,
4 McColl’s Retail Group plc Notice of Annual General Meeting 2020Resolution 8 – To re-elect Robbie Bell as a Director Resolution 11 – To authorise the Directors to make political each), in connection with a rights issue in favour of ordinary
Role: Chief Financial Officer donations and incur political expenditure shareholders and up to an aggregate nominal amount
Appointment to the Board: 17 January 2019 This resolution seeks to authorise the Company to make equal to £38,397, (representing 38,397,969 ordinary shares
Committee memberships: none political donations and incur political expenditure. Under the of £0.001 each) in other cases. Those amounts are equal
Robbie was appointed as the Group’s Chief Financial Officer Companies Act 2006 (the “Act”), political donations to to approximately two-thirds and approximately one-third,
in January 2019. Prior to McColl’s, Robbie was appointed CFO any political parties, independent election candidates respectively, of the issued ordinary share capital of the
of Welcome Break in 2017 before taking on the role of CEO or political organisations other than political parties, or Company as at 28 February 2020 (the latest practicable
in early 2018, where he managed the sale and ownership the incurring of political expenditure are prohibited unless date prior to publication of this Notice). The maximum
transition of the business. From 2009-2017 he was CFO of authorised by shareholders in advance. What constitutes a aggregate nominal amount of £76,795 is reduced by the
Screwfix Direct Limited, a subsidiary of Kingfisher plc, where political donation, a political party, a political organisation or nominal amount of any shares issued under paragraph (b)
he oversaw significant business growth, driven by strong political expenditure is not easy to decide, as the legislation of this resolution. The maximum aggregate nominal amount
like-for-like sales and an extensive store opening programme. is capable of wide interpretation. Sponsorship, subscriptions, of £38,397 in paragraph (b) of this resolution is reduced by
He was the UK Finance Director of Travelodge from 2006- payment of expenses, paid leave for employees fulfilling the nominal amount of any shares issued under paragraph
2008. Prior to this he held a number of senior finance positions public duties, and support for bodies representing the (a) of this resolution in excess of £38,397. As at the date of this
at Tesco PLC, including roles within commercial buying and business community in policy review or reform, may fall within notice, no shares are held by the Company in treasury.
convenience. Robbie is a Non-Executive Director and Chair the scope of these matters. The authorities sought under paragraphs (a) and (b) of this
of the Audit Committee of UP Global Sourcing Holdings plc. The Company has not made a political donation in the past, resolution will expire at the conclusion of the 2021 AGM or at
Robbie brings significant accounting and business expertise and has no intention, either now or in the future, of making 6.00pm on 2 July 2021, whichever is the earlier. Other than
to the Board and works closely with Jonathan on the strategic any political donation or incurring any political expenditure to satisfy obligations under the Company’s share option
change in the business. in respect of any political party, political organisation or schemes and warrants to subscribe for shares, the Directors
Resolution 9 – To reappoint BDO LLP as Auditor independent election candidate. However, given the have no present intention to exercise either of the authorities
At each meeting at which the Company’s accounts are potential for wide interpretation, the Board has decided sought under this resolution.
presented to its members, the Company is required to to propose resolution 11 in order to allow the Company to Resolutions 13 and 14 – To authorise the Directors to disapply
reappoint an Auditor to serve until the next such meeting. continue to support the community and put forward its views pre-emptions rights
The Board, on the recommendation of the Audit & Risk to wider business and government interests without running Under section 561 of the Act, if the Directors wish to allot shares
Committee, recommends the reappointment of BDO LLP. the risk of being in breach of the law. As permitted under the for cash (other than in connection with an employees’ share
As advised in the Annual Report 2019 (page 53) BDO LLP Act, resolution 11 also covers any political donations made scheme) they must in the first instance offer them to existing
were appointed following an audit tender last year and were or political expenditure incurred, by any subsidiaries of the shareholders in proportion to their holdings (a pre-emptive
appointed to succeed Deloitte LLP. Company. Resolution 11 caps the amount of all forms of offer). There may be occasions however, when the Directors
political donations and expenditure that the Company and will need the flexibility to finance business opportunities by the
Resolution 10 – To authorise the Audit & Risk Committee to
its subsidiaries would be permitted to make at an aggregate issue of ordinary shares without a pre-emptive offer to existing
determine the remuneration of Deloitte LLP
of £50,000. shareholders. This general authority is subject to annual
This resolution gives authority to the Audit & Risk Committee
to determine the Auditor’s remuneration. The authorities sought under this resolution apply to the renewal by shareholders. Resolution 13 will, if passed, give the
period beginning on the date of the passing of this resolution Directors power to allot ordinary shares (or sell any ordinary
and ending on the earlier of 6.00pm on 2 July 2021 or the shares which the Company elects to hold in treasury) for cash
conclusion of the 2021 AGM, whichever is the earlier. without first offering them to existing shareholders in proportion
Resolution 12 – To authorise the Directors to allot ordinary shares to their existing holdings. This authority would be limited to:
Under section 551 of the Act, the Directors of the Company (a) allotments or sales in connection with pre-emptive offers
may only allot shares or grant rights to subscribe for or and offers to holders of other equity securities if required by
convert any securities into shares if authorised to do so. the rights of those shares or as the Board otherwise considers
The resolution, which complies with shareholder guidance. necessary, or (b) otherwise up to an aggregate nominal
If passed, it will authorise the Directors to allot ordinary shares amount of £5,759.69 representing 5,759,690 ordinary shares).
or grant rights to subscribe for or convert any securities into This aggregate nominal amount represents approximately
ordinary shares up to an aggregate nominal amount equal 5% of the Company’s issued ordinary share capital as
to £76,795 (representing 76,795,939 ordinary shares of £0.001 at 28 February 2020, the latest practicable date prior to
publication of this Notice.
5Explanation of Resolutions (continued)
Resolution 14 provides additional authority to that provided resolution, but the authority provides the flexibility to allow Operation
under resolution 13, to give the Directors power to allot ordinary them to do so in future. The Directors would not exercise this The operation of the SAYE Scheme will be supervised by
shares (or sell any ordinary shares which the Company elects authority unless they believed that the expected effect would the Board of Directors of the Company (the “Board”) and
to hold in treasury) for cash without first offering them to result in an increase in earnings per share and would promote is designed to qualify for tax-advantaged status under
existing shareholders in proportion to their existing holdings. the success of the Company for the benefit of its shareholders Schedule 3 of the Income Tax (Earnings and Pensions) Act
This general authority is subject to annual renewal by as a whole. Any shares purchased would be effected by a 2003 (“Schedule 3”).
shareholders. This additional authority would be limited to: purchase in the market and could either be cancelled or Eligibility
(a) the allotment of equity securities or sale of treasury shares held as treasury shares, which may then be cancelled, sold All employees and full-time Directors (working not less than
up to an additional aggregate nominal amount of £5,759.69 for cash or used to meet the Company’s obligations under 25 hours per week) of the Company and any nominated
(representing 5,759,690 ordinary shares). This aggregate its employee share schemes. The Company currently has participating subsidiary of the Company who are UK-resident
nominal amount represents approximately 5% of the no shares held in treasury. As at 28 February 2020 the total taxpayers must be invited to participate in the SAYE Scheme.
Company’s issued ordinary share capital as at 28 February number of options to subscribe for shares in the Company Other employees may be permitted to participate at the
2020, the latest practicable date prior to publication of this was 3,484,649 (approximately 3.0% of the Company’s issued Board’s discretion. Employees may be required to complete
notice; and (b) using the authority only in connection with an share capital and approximately 3.3% of the Company’s a qualifying period of employment with the Group of up to
acquisition or specified capital investment (as contemplated issued share capital if the full authority proposed by resolution five years before they are eligible to be granted options.
by the statement of principles on Disapplying Pre-Emption 15 was used and the shares purchased were cancelled).
Options must be granted on the same terms to all
Rights most recently published by the Pre-Emption Group prior Resolution 16 – Notice of general meetings, other than AGMs eligible employees.
to the date of this Notice), or for refinancing if the authority is Under the Act, the notice period required for all general
used within six months of the original transaction. The Directors Grant of options
meetings of the Company is 21 days. AGMs will always be
are committed to undertaking shareholder consultations on Invitations for options may, save in exceptional circumstances,
held on at least 21 clear days’ notice but shareholders can
significant share issues whenever it is practicable to do so. only be made, within a period of 42 days following: (i) adoption
approve a shorter notice period for other general meetings.
of the SAYE Scheme; (ii) the date of announcement by the
The Directors further confirm their intention to follow the This resolution would, if passed, allow the Company flexibility
Company of its interim or final results; or (iii) the date a new
provisions of the Pre-emption Group’s statement of principles to call general meetings, other than AGMs, on not less than
prospectus in relation to certified SAYE Scheme savings
regarding cumulative usage of authorities within a rolling 14 clear days’ notice. The approval will be effective until
arrangements is announced or comes into force. Invitations for
three-year period where the principles provide that usage the Company’s next AGM, when it is intended that a similar
options may not be granted more than ten years after the date
in excess of 7.5% of the issued ordinary share capital of the resolution will be proposed.
the SAYE Scheme is approved by shareholders.
Company should not take place without prior consultation Resolution 17 – Approval of SAYE Scheme
with shareholders, except in connection with an acquisition Options may not normally be granted later than 30 days after
The Board is seeking shareholders’ approval of the all-
or specified capital investment as referred to above. the exercise price becomes fixed (or 42 days where there is an
employee McColls Retail Group plc Savings-Related Share
over subscription for options).
These authorities will expire at the earlier of 6.00pm on 2 July Option Scheme (the “SAYE Scheme”), which will be proposed
2021 or the conclusion of the 2021 AGM, whichever is the as an ordinary resolution. Options can only be granted to employees who enter into
earlier. It is the intention of the Directors to seek to renew this an approved savings contract with a designated bank or
The Board considers all-employee share ownership to be
authority every year. building society, under which monthly savings are made
a key component of the Company’s overall remuneration
as deductions from pay. The savings contract may run over
Resolution 15 – To approve purchase of the Company’s strategy, allowing the Company to better align the interests of
a period of three or five years and must not permit savings
own shares employees and shareholders, while at the same time helping
(currently) of more than £500 per month (or any other amount
This resolution would, if passed, authorise the Company to the Company to recruit, retain and motivate employees
specified in Schedule 3). The Board may set a lower limit in
make market purchases of up to 11,519,390 of its own ordinary at all levels within the Group. The SAYE Scheme offers tax
relation to any particular grant.
shares, representing 10 % of the Company’s issued share advantages to participants in the UK in accordance with
capital as at 28 February 2020. The resolution specifies the UK legislation. The number of Shares over which an option is granted will be
minimum and maximum prices at which the ordinary shares determined by the Board at the date of grant to reflect the
The following is a summary of the principal terms of the
may be bought under this authority. amount that each employee has agreed to save under his
SAYE Scheme. The SAYE Scheme is an all-employee tax-
savings contract.
This authority will expire at the earlier of 2 July 2020 or the advantaged share scheme under which employees of the
conclusion of 2020 AGM. It is the intention of the Directors to Company may be granted options to acquire shares in
seek to renew this authority every year. The Directors have no the Company (“Shares”). To take part in the SAYE Scheme,
present intention of exercising the authority granted by this employees must save a certain amount each month which
will be used to purchase the Shares subject to the option.
6 McColl’s Retail Group plc Notice of Annual General Meeting 2020The invitation shall state the price per Share payable upon Leaving employment Alterations
the exercise of options. The option exercise price must not be Options will normally lapse when the participant ceases The Board may amend the provisions of the SAYE Scheme in
less than 80%. of the market value of a Share calculated as: to be employed. However, if employment ends because any respect, provided that the prior approval of shareholders
– the closing middle-market price of a Share (as quoted on of injury, disability, redundancy, retirement, because of a is obtained for any amendments that are to the advantage
the London Stock Exchange) on the business day before the transfer under the Transfer of Undertakings (Protection of of participants in respect of the rules governing eligibility,
date of invitation; or Employment) Regulations 2006, the transfer of the employing limits on participation, the overall limits on the issue of Shares
– the average of the closing middle-market prices of a Share company or business out of the Group, or death, options or the transfer of treasury Shares, the basis for determining a
(as quoted on the London Stock Exchange) over any period immediately become exercisable to the extent of the related participant’s entitlement to, and the terms of, the Shares to
of up to three consecutive dealing days immediately savings are sufficient to fund exercise. be acquired and the adjustment of options.
preceding the date of invitation (or such other day(s) as may Options will remain exercisable for six months (or 12 months in The requirement to obtain the prior approval of shareholders
be agreed with HMRC). the case of death) and then lapse. will not, however, apply to any minor alteration made to
If the option relates only to new issue Shares, the exercise price Corporate events ensure the SAYE Scheme maintains tax-advantaged status
must not be less than the nominal value of a Share. Options may generally be exercised early on a takeover, under Schedule 3, benefit the administration of the SAYE
scheme of arrangement or winding up, to the extent that the Scheme, to take account of a change in legislation or to
Options granted under the SAYE Scheme are non-transferable,
related savings are sufficient to fund the exercise, in which obtain or maintain favourable tax, exchange control or
save to personal representatives following death, and do not
case the option will normally be exercisable for a period of regulatory treatment for participants or for any company in
form part of pensionable earnings.
up to six months. Alternatively, option holders may be allowed the Company’s group.
Overall scheme limit
to exchange their existing options for equivalent new options No alteration shall be made to the SAYE Scheme (except
The SAYE Scheme may operate over new issue Shares,
over shares in the acquiring company. where it is required in order to maintain tax-advantaged
treasury Shares or Shares purchased in the market.
Variation of capital status under Schedule 3) which would adversely affect the
An option may not be granted if, as a result, the aggregate rights of a participant unless it is made with the consent
In the event of a variation of the Company’s share capital
number of Shares allocated pursuant to awards granted in writing of such number of participants as hold options
(including an issue of Shares or capitalisation, consolidation,
under any employees’ share scheme adopted by the amounting to 75%. of the Shares which would be issued
sub-division or reduction of share capital in the Company),
Company would in any period of ten years exceed 10%. or transferred if all options under the SAYE Scheme were
the number of Shares subject to an option and the exercise
of the issued ordinary share capital of the Company from exercised or 75%. of the eligible participants vote for such
price may be adjusted by the Board, save that the exercise
time to time. Awards granted prior to or on the date Shares alteration in person or by proxy.
price shall not be reduced below the nominal value of
were first admitted to trading on the London Stock Exchange
the Share except if certain requirements are fulfilled by Overseas schemes
will not be included for the purpose of this limit.
the Company. The shareholder resolution to approve the SAYE Scheme will
Treasury shares will count as new issue Shares for the purposes allow the Board, without further shareholder approval, to
Any adjustment may be made in such manner as the
of this limit, but they will also cease to count towards this limit if establish further schemes for overseas territories, any such
Board determines to be appropriate provided that the total
institutional investor bodies decide that they need not count. scheme to be similar to the SAYE Scheme, but modified to
option exercise price (which must not exceed the expected
Exercise of options proceeds of the related savings contract at the bonus date) take account of local tax, exchange control or securities
Each employee uses the proceeds of their savings contract and the total market value of Shares under option must laws, provided that any Shares made available under such
(including any bonus payable) to pay the exercise price remain substantially the same. further schemes are treated as counting against the limits on
upon exercise of their option. individual and overall participation in the SAYE Scheme.
Rights attaching to Shares
Options are normally exercisable during the six months after Options will not confer any shareholder rights until the options
the end of the savings contract. have been exercised and the participants have received
Shares will be allotted or transferred to participants within their Shares.
30 days of exercise. Whilst the Company remains listed, it shall Any Shares allotted when an option is exercised under the
apply to have any issued Shares listed on the London Stock SAYE Scheme will rank equally with Shares then in issue
Exchange as soon as practical after their allotment. (except for rights arising by reference to a record date prior
to their allotment).
7Important notes
The following notes explain your general rights as a 5. Any person to whom this Notice is sent who is a person 10. CREST members who wish to appoint a proxy or proxies
shareholder and your right to attend and vote at this AGM, or nominated under section 146 of the Act to enjoy information through the CREST electronic proxy appointment service,
to appoint someone else to vote on your behalf. rights (a “nominated person”) may, under an agreement may do so for the AGM (and any adjournment of the
1. To be entitled to attend and vote at the AGM (and for between him/her and the shareholder by whom he/ AGM) by using the procedures described in the CREST
the purpose of the determination by the Company of the she was nominated, have a right to be appointed (or to manual (available from https://euroclear.com/site/public/
number of votes they may cast), shareholders must be have someone else appointed) as a proxy for the AGM. EUI). CREST personal members or other CREST sponsored
registered in the register of members of the Company by If a nominated person has no such proxy appointment members and those CREST members who have
6.30pm on Wednesday, 3 April 2020 (or, in the event of right or does not wish to exercise it, he/she may, under any appointed a service provider(s), should refer to their CREST
any adjournment, by 6.30pm on the day two days prior such agreement, have a right to give instructions to the sponsor or voting service provider(s), who will be able to
to the adjourned meeting). Changes to the register of shareholder as to the exercise of voting rights. take the appropriate action on their behalf.
members after the relevant deadline shall be disregarded 6. The statement of the rights of shareholders in relation to 11. In order for a proxy appointment or instruction made
in determining the rights of any person to attend and the appointment of proxies in notes 3, 4 and 10 do not by means of CREST to be valid, the appropriate CREST
vote at the meeting. There are no other procedures or apply to nominated persons. The rights described in these message (a “CREST proxy instruction”) must be properly
requirements for entitled shareholders to comply with in paragraphs can only be exercised by shareholders of authenticated in accordance with Euroclear UK &
order to attend and vote at the AGM. the Company. Ireland Limited’s specifications and must contain the
2. The doors will open at 1.00pm and you may wish to 7. A vote withheld is not a vote in law, which means that the information required for such instructions, as described
arrive by 1.15pm to enable you to register and take your vote will not be counted in the calculation of votes for or in the CREST manual. The message must be transmitted
seat in good time. If you have any special needs or against the resolution. If no voting indication is given, your so as to be received by the issuer’s agent (ID RA19) by
require wheelchair access to the venue, please contact proxy will vote or abstain from voting at his or her discretion. 1.30pm on Wednesday, 3 April 2020. For this purpose, the
Rachel Peat by email on rpeat@mccolls.co.uk or telephone Your proxy will vote (or abstain from voting) as he/she thinks fit time of receipt will be taken to the time (as determined
on 01277 372916 in advance of the meeting. Mobile phones in relation to any other matter which is put before the AGM. by the timestamp applied to the message by the CREST
may not be used in the meeting room, and cameras and application host) from which the issuer’s agent is able to
8. To be valid, any proxy form or other instrument appointing
recording equipment are not allowed in the meeting. retrieve the message by enquiry to CREST in the manner
a proxy must be received by post or (during normal
prescribed by CREST. After this time, any change of
3. Members are entitled to appoint a proxy to exercise all business hours only) by hand at the Company’s registrar,
instructions to proxies appointed through CREST should be
or part of their rights to attend and to speak and vote at the address shown on the proxy form or in the case
communicated to the appointee through other means.
on their behalf at the AGM. A shareholder may appoint of shares held through CREST, via the CREST system
more than one proxy in relation to the AGM provided that (see note 10 below). As an alternative to completing 12. CREST members and where applicable, their CREST
each proxy is appointed to exercise the rights attached to your hard-copy proxy form, you can appoint a proxy sponsors, or voting service providers should note that
a different ordinary share or ordinary shares held by that electronically at www.sharevote.co.uk. In each case, for Euroclear UK & Ireland Limited does not make available
shareholder. A proxy need not be a shareholder of the proxy appointments to be valid, it must be received by special procedures in CREST for any particular message.
Company. A proxy form, which may be used to make such no later than 1.30pm on Wednesday, 1 April 2020. If you Normal system timings and limitations will, therefore, apply
appointment and give proxy instructions, accompanies return more than one proxy appointment, either by paper in relation to the input of CREST proxy instructions. It is the
this Notice. If you do not have a proxy form and believe or electronic communication, that received last by the responsibility of the CREST member concerned to take
that you should have one, or if you require additional forms, registrar before the latest time for the receipt of proxies will (or, if the CREST member is a CREST personal member,
please contact our registrar, Equiniti Limited, on 0371 384 take precedence. You are advised to read the terms and or sponsored member, or has appointed a voting
2030 (or from outside the UK: +44 (0)121 415 7047). Lines are conditions of use carefully. Electronic communication service provider(s), to procure that his CREST sponsor or
open Monday to Friday, 8.30am – 5.30pm (excluding public facilities are open to all shareholders and those who use voting service provider(s) take(s)) such action as shall be
holidays in England and Wales). them will not be disadvantaged. necessary to ensure that a message is transmitted by
means of the CREST system by any particular time. In this
4. In the case of joint holders, where more than one of 9. The return of a completed proxy form, other such
connection, CREST members and where applicable, their
the joint holders purports to appoint a proxy, only the instrument or any CREST proxy instruction (as described in
CREST sponsors or voting system providers are referred,
appointment submitted by the most senior holder will be note 11 below) will not prevent a shareholder attending
in particular, to those sections of the CREST manual
accepted. Seniority is determined by the order in which the AGM and voting in person if he/she wishes to do so.
concerning practical limitations of the CREST system and
the names of the joint holders appear in the Company’s
timings. The Company may treat as invalid a CREST proxy
register of members in respect of the joint holding (the first
instruction in the circumstances set out in Regulation 35(5)
named being the most senior).
(a) of the Uncertificated Securities Regulations 2001.
8 McColl’s Retail Group plc Notice of Annual General Meeting 2020Important notes (continued)
13. Any corporation which is a member can appoint one or the Act. The Company may not require the shareholders 17. The following documents are available for inspection
more corporate representatives who may exercise on its requesting any such website publication to pay its during normal business hours at the registered office of the
behalf all of its powers as a member provided that no more expenses in complying with sections 527 or 528 of the Act. Company on any business day from 5 March 2020 until
than one corporate representative exercises powers relating Where the Company is required to place a statement on the conclusion of the AGM and may also be inspected
to the same shares. a website under section 527 of the Act, it must forward from 15 minutes prior to the Meeting until the conclusion
14. As at 28 February 2020 (being the last practicable business the statement to the Company’s Auditor not later than of the Meeting:
day prior to the publication of this Notice), the Company’s the time when it makes the statement available on the • copies of the Directors’ letters of appointment or
ordinary issued share capital consists of 115,193,909 ordinary website. The business which may be dealt with at the service contracts;
shares, carrying one vote each. No shares are held in AGM includes any statement that the Company has
• a copy of the Directors’ deeds of indemnity; and
treasury. Therefore, the total voting rights in the Company as been required under section 527 of the Act to publish on
a website. • a copy of the proposed rules of the Save As You
at 28 February 2019 are 115,193,909.
Earn plan
15. Under section 527 of the Act, shareholders meeting the 16. Any shareholder attending the meeting has the right to
ask questions. The Company must cause to be answered You may not use any electronic address provided in either
threshold requirements set out in that section have the
any such question relating to the business being dealt this Notice or any related documents (including the form
right to require the Company to publish on a website a
with at the meeting but no such answer need be given if of proxy) to communicate with the Company for any
statement setting out any matter relating to: (i) the audit
(a) to do so would interfere unduly with the preparation purposes other than those expressly stated. A copy of this
of the Company’s accounts (including the Auditor’s
of the meeting or involve the disclosure of confidential Notice and other information required by section 311A of
Report and the conduct of the audit) that are to be laid
information, (b) the answer has already been given on a the Act, can be found on the Company’s website at
before the AGM; or (ii) any circumstances connected
website in the form of an answer to a question, or (c) it is www.mccollsplc.co.uk/shareholder-services.
with an Auditor of the Company ceasing to hold office
since the previous meeting at which Annual Reports and undesirable in the interests of the Company or the good
Accounts were laid in accordance with section 437 of order of the meeting that the question be answered.
Venue map and directions
Directions
By car (from London/M25)
At M25 Junction 28, follow signs for Brentwood and drive into town centre.
On ga
Turn left at the double mini roundabout junction (Wilson’s Corner) on to the
Roar
A128, Ongar Road. McColl’s House is on the right-hand side in Ashwells Road,
d
approximately 2.5 miles from the town centre. Limited car parking is available.
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By rail
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Frequent fast trains from London Liverpool Street, and from Colchester/Chelmsford
or Southend to Shenfeld. Then by taxi. Alternatively, stopping train to Brentwood
and then by taxi. Mores Lane
O
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Hill
S nakes
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A1
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9McColl’s Retail Group plc McColl’s House Ashwells Road Brentwood Essex CM15 9ST T: 01277 372916 www.mccollsplc.co.uk
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