REG - LMS Capital PLC - Notice of Annual General Meeting
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RNS Number : 9821A LMS Capital PLC 17 April 2026
17 April 2026
Dear Shareholders,
Notice of Annual General Meeting ("AGM" and/or "Meeting") of LMS Capital plc (the "Company") and Annual Report and Accounts for the Year Ended 31 December 2025
Please accept this letter as notification that the Company's Annual Report and
Accounts for the year ended 31 December 2025 (the "Annual Report") and the
Notice of our 2026 Annual General Meeting (the "Notice") have now been
published on the Company's website at http://www.lmscapital.com
(https://protect.checkpoint.com/v2/r02/___http:/www.lmscapital.com___.YXAxZTpzaG9yZWNhcDpjOm86NTE4ZDM3NDUxOWQyNDI3MDUxZmYyMjUzMDc5YzE0M2I6NzozNDczOjQwNWUyNTM2ZGRjNWQyYmQ2MmJmYjdmYjYyOGQ5NzhkYWQxMTA2OGQ4NjBkMTY2ZGM5NDNjYmMzOGE1NThkYTE6cDpUOk4)
and are enclosed for shareholders who have elected to receive a hard copy of
the Annual Report.
AGM Resolutions
This letter does not contain the full details of the resolutions to be
proposed at the AGM (the "Resolutions"). These are contained in the Notice,
which can be found on pages 3 to 7 of this document. Please read the Notice
before you cast your votes. The Directors consider that the resolutions to be
proposed at the AGM are in the best interests of the Company and shareholders
as a whole and unanimously recommend that you vote in favour of them, as they
intend to do in respect of their own shareholdings.
AGM attendance
The AGM will be held at 11.00am on Wednesday 13 May 2026 at 3 Bromley Place,
London W1T 6DB.
The AGM gives shareholders an opportunity to meet the Directors, for them to
provide an update on the Company's business and to answer shareholders'
questions.
Please note that the Company will not be providing a webcast of the AGM this
year. Attendance is in person only.
Shareholders who wish to attend the AGM are asked to register their intention
as soon as practicable by email to cgarrod@lmscapital.com
(mailto:cgarrod@lmscapital.com) . Voting at the AGM will be by a poll, on
which each shareholder will have one vote for each share they hold. This will
result in an outcome that fairly reflects shareholder views. Please either
register your proxy appointment electronically by following the instructions
below or complete and submit your Form of Proxy in accordance with the
instructions in the notes on pages 4 to 7. The completion and return of the
Form of Proxy will not preclude you from attending the meeting and voting in
person.
Actions to be taken by shareholders
All Resolutions being proposed at the AGM will be decided on a poll rather
than a show of hands. This means that each shareholder has one vote for every
share they hold. We value direct engagement with our shareholders, but I would
encourage you, regardless of the number of shares you own, to complete, sign
and return the accompanying Form of Proxy appointing the Chair of the Meeting,
as your proxy regardless of whether you plan to attend the Meeting in person.
This will ensure that your vote will be counted even if you are unable to
attend.
Shareholders should return the Form of Proxy to our Registrars as soon as
possible but, in any event, by no later than 11.00am on Monday 11 May 2026.
Registration of a proxy appointment will not prevent you from attending the
Meeting in person and voting at the Meeting if you so wish.
1. VOTING - The Company recommends shareholders to vote
electronically via the Investor Centre app or at
https://uk.investorcentre.mpms.mufg.com/
(https://protect.checkpoint.com/v2/r02/___https:/uk.investorcentre.mpms.mufg.com/___.YXAxZTpzaG9yZWNhcDpjOm86NTE4ZDM3NDUxOWQyNDI3MDUxZmYyMjUzMDc5YzE0M2I6NzphMWY4OjM4OGRhNzk0MjcyM2ZlZjkxZWY4MjI4Mzk1MThjZjBkNjc1NWY3OGY0YTM0NTA2YjE0NWRmNTM1NzBmOTQzNmM6cDpUOk4)
as then your vote will automatically be counted. In order to vote
electronically you will need your investor code which can be found on your
share certificate or can be obtained from the Company's registrars (contact
details below). If you prefer to vote using a paper Form of Proxy sent by
post, you are encouraged to do so well in advance of the deadline to avoid the
risk of your form not being received on time and your vote not being counted.
If a shareholder is a CREST member, they can use the electronic proxy
appointment service provided by Euroclear.
If you are an institutional investor, you may also be able to appoint a proxy
electronically via the Proxymity platform, a process which has been agreed by
the Company and approved by our registrars. For further information regarding
Proxymity, please go to www.proxymity.io
(https://protect.checkpoint.com/v2/r02/___http:/www.proxymity.io___.YXAxZTpzaG9yZWNhcDpjOm86NTE4ZDM3NDUxOWQyNDI3MDUxZmYyMjUzMDc5YzE0M2I6Nzo1MTIxOjIxNzM0YmQxMTQ0ODQ5NGMxMmRjZWEwMzM5YjgzMjUzMzQ5ZmY4ZDVlNWRjYmIwNTZmMDVmMDg2NzMzYmI2ZjE6cDpUOk4)
. Your proxy must be lodged by 11.00am on Monday 11 May 2026 in order to be
considered valid or, if the meeting is adjourned, by the time which is 48
hours before the time of the adjourned meeting. Before you can appoint a proxy
via this process you will need to have agreed to Proxymity's terms and
conditions. It is important that you read these carefully as you will be bound
by them and they will govern the electronic appointment of your proxy. An
electronic proxy appointment via the Proxymity platform may be revoked
completely by sending an authenticated message via the platform instructing
the removal of your proxy vote.
If you need help with voting online, please contact our registrars, MUFG
Corporate Markets, on 0371 664 0300 (from the UK) and +44 (0) 371 664 0300
(from other locations). Alternatively, you can email MUFG Corporate Markets at
shareholderenquiries@cm.mpms.mufg.com
(mailto:shareholderenquiries@cm.mpms.mufg.com) . Calls are charged at the
standard geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. Lines are open
between 8.00am to 5.30pm Monday to Friday excluding public holidays in England
and Wales.
2. QUESTIONS - Shareholders are encouraged to submit any questions
that they would like to be answered at the AGM by sending them, together with
their name as shown on the Company's register of members, to the following
email address: cgarrod@lmscapital.com (mailto:cgarrod@lmscapital.com) so that
they are received by no later than close of business on Monday 11 May 2026.
Please see explanatory note 6 on page 6 for guidance on shareholders' rights
to ask questions and when the Company will answer them.
May I take this opportunity to thank you for your continued support as a
shareholder of LMS Capital plc.
Yours sincerely
Jamie Wilson
Chair
Notice of Annual General Meeting
NOTICE IS GIVEN that the 2026 Annual General Meeting of LMS Capital plc will
be held at 11.00am on Wednesday 13 May 2026 at 3 Bromley Place, London, W1T
6DB, to consider the resolutions set out below.
Resolutions 1 to 11 will be proposed as ordinary resolutions. These
resolutions will be passed if more than 50% of the votes cast are in favour.
Resolution 12 will be proposed as a special resolution. This resolution will
be passed if not less than 75% of the votes cast are in favour. Any votes
withheld are not counted in determining whether the resolutions are passed.
Further information on all resolutions is given in the explanatory Notes on
pages 4 to 7 of this document.
Ordinary resolutions
1. To receive the Company's audited annual report and accounts for the year
ended 31 December 2025 (the "Annual Report").
2. To approve the Directors' Remuneration Report for the year ended 31
December 2025 set out on pages 37 to 48 of the Annual Report.
3. To approve the Directors' Remuneration Policy as set out on page 37 of
the Directors' Remuneration Report for the year ended 31 December 2025.
4. To approve, as proposed in the Remuneration Policy, the introduction of the
Managed Realisation Incentive Arrangements ("MRIA") and to authorize the
Directors to do all acts and things necessary to bring the MRIA into effect.
The MRIA will replace all incentive arrangements under the current
remuneration policy including annual bonuses and long-term incentive
arrangements. A summary of the principal features of the MRIA is contained in
the Appendix hereto.
5. To re-elect Nicholas Friedlos as a director.
6. To re-elect Peter Harvey as a director.
7. To re-elect Robert Rayne as a director.
8. To re-elect Graham Stedman as a director.
9. To re-elect James Wilson as a director.
10. To appoint Gravita Audit II Limited as auditor of the Company, to hold
office until the conclusion of the next general meeting of the Company at
which accounts are laid before the members.
11. To authorise the Directors to determine the auditor's remuneration.
Special resolution
12. That a general meeting of the Company (other than an annual general
meeting) may be called on not less than 14 clear days' notice.
By Order of the Board
IQ EQ Secretaries (UK) Limited Registered Office
Company Secretary 3 Bromley Place London, W1T 6DB
17 April 2026 Registered in England and Wales No. 05746555
Notes
1. Right to attend and vote
In accordance with Regulation 41 of the Uncertificated Securities Regulations
2001, only those shareholders entered in the register of members of the
Company as at the close of business on 11 May 2026 or, if the meeting is
adjourned, at the close of business, two days (excluding non‑working days)
before the day of any adjourned meeting, shall be entitled to attend or vote
at the meeting in respect of the number of shares registered in their name at
that time. Changes to entries in the register of members after the close of
business on 11 May 2026 or, if the meeting is adjourned, after the close of
business two days (excluding non‑working days) before the day of the
adjourned meeting, shall be disregarded in determining the rights of any
person to attend, speak or vote at the meeting or at any such adjournment.
2. Total number of shares and voting rights
As at 14 April 2026 (being the latest practicable date prior to the
publication of this Notice), the issued share capital of the Company comprises
80,727,450 ordinary shares of 0.01p each in the capital of the Company, with
an aggregate nominal value of £8,072.745. Each ordinary share carries the
right to one vote at a general meeting of the Company. The Company holds no
shares in treasury and therefore the total number of voting rights in the
Company as at 14 April 2026 is 80,727,450.
3. Proxies
A member of the Company who is an individual is entitled to attend the meeting
in person and ask questions or to appoint one or more proxies to exercise all
or any of their rights on their behalf. A proxy need not be a member of the
Company but must attend the AGM to represent the member. A member may appoint
more than one proxy provided that each proxy is appointed to exercise the
rights attached to different shares. If members wish their proxy to speak on
their behalf at the General Meeting, members must appoint their own choice of
proxy (not the Chair of the General Meeting) and give their instructions
directly to that proxy.
Members must state clearly on each Form of Proxy the number of ordinary shares
in relation to which the proxy is appointed. A proxy may be appointed only
using the procedures set out in these Notes and the notes to the Form of
Proxy.
A member may instruct their proxy to abstain from voting on the resolutions to
be considered at the General Meeting by marking the vote withheld option when
appointing their proxy. 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 the
relevant resolution.
The appointment of a proxy will not prevent a member from attending the
General Meeting and voting in person if they wish. A person who is not a
member of the Company but who has been nominated by a member to enjoy
information rights does not have the right to appoint a proxy under the
procedures set out in these Notes.
To be effective, the instrument appointing a proxy and any authority under
which it is executed (or a copy of such authority notarially certified or
certified in some other way approved by the Board) must be deposited with the
Company's registrars, MUFG Corporate Markets, PXS 1, Central Square, 29
Wellington Street, Leeds, LS1 4DL, not less than 48 hours (excluding
non-working days) before the time of the meeting or, in the event of an
adjournment, not less than 48 hours (excluding non-working days) before the
time of the adjournment. A member can also appoint a proxy online via the
Investor Centre app or web browser at,
https://uk.investorcentre.mpms.mufg.com/
(https://protect.checkpoint.com/v2/r02/___https:/uk.investorcentre.mpms.mufg.com/___.YXAxZTpzaG9yZWNhcDpjOm86NTE4ZDM3NDUxOWQyNDI3MDUxZmYyMjUzMDc5YzE0M2I6NzphMWY4OjM4OGRhNzk0MjcyM2ZlZjkxZWY4MjI4Mzk1MThjZjBkNjc1NWY3OGY0YTM0NTA2YjE0NWRmNTM1NzBmOTQzNmM6cDpUOk4)
, where full instructions are given. Investor Centre is a free app for
smartphone and tablet provided by the Company's registrars. It allows you to
securely manage and monitor your shareholdings in real time, take part in
online voting, keep your details up to date, access a range of information
including dividend payment history and much more. The app is available to
download from both the Apple App Store and Google Play, or by scanning the
relevant QR code below.
You will need to log into your Investor Centre account or register if you have
not previously done so. Once you have setup your account you will need to add
your shareholding by clicking 'Add Holding' in the 'Portfolio' section and
following the on-screen instructions. You will require your Investor Code
(IVC) to add your shareholding. You can find your IVC on your share
certificate or by contacting our Registrar, MUFG Corporate Markets.
If a shareholder is a CREST member, they can use the electronic proxy service
provided by Euroclear (see below). Forms of proxy may not be submitted via the
LMS Capital plc website or via any email address given on that website. The
valid appointment of a proxy will not preclude members from attending the
meeting in person.
Proxymity Voting - if you are an institutional investor you may also be able
to appoint a proxy electronically via the Proxymity platform, a process which
has been agreed by the Company and approved by its registrars. For further
information regarding Proxymity, please go to www.proxymity.io
(https://www.proxymity.io/) .
(https://protect.checkpoint.com/v2/r02/___http:/www.proxymity.io.___.YXAxZTpzaG9yZWNhcDpjOm86NTE4ZDM3NDUxOWQyNDI3MDUxZmYyMjUzMDc5YzE0M2I6NzpiZjlhOjgwNWYyZDFkZjc4MGI1MDE4ZDhmNDNmMDYzMzRlYjVkNWNiODkyNTg5MWY5YTdlYmZmN2ZjOWUxZTg3NmE0OWY6cDpUOk4)
Your proxy must be lodged by not less than 48 hours (excluding non-working
days) before the time of the meeting in order to be considered valid or, if
the meeting is adjourned, by the time which is 48 hours (excluding non-working
days) before the time of the adjourned meeting. Before you can appoint a proxy
via this process you will need to have agreed to Proxymity's associated terms
and conditions. It is important that you read these carefully as you will be
bound by them and they will govern the electronic appointment of your proxy.
An electronic proxy appointment via the Proxymity platform may be revoked
completely by sending an authenticated message via the platform instructing
the removal of your proxy vote.
Unless otherwise indicated on the Form of Proxy, CREST, Proxymity or any other
electronic voting instruction, the proxy will vote as they think fit or, at
their discretion, refrain from voting.
4. CREST
CREST members who wish to appoint a proxy or proxies through the CREST
electronic proxy appointment service may do so for the meeting (and any
adjournment(s) of the meeting) by using the procedures described in the CREST
Manual (available via www.euroclear.com
(https://protect.checkpoint.com/v2/r02/___http:/www.euroclear.com___.YXAxZTpzaG9yZWNhcDpjOm86NTE4ZDM3NDUxOWQyNDI3MDUxZmYyMjUzMDc5YzE0M2I6Nzo3MTg4OjkxZWE0MzgxNmJhZjYyYTM3ODQ2YjkzYWMwMzI5MGM2MmZlNWQ2ZjJjMjE0NTFkZTkyNjFlYzlmNjY3NjEzMDM6cDpUOk4)
). CREST personal members or other CREST sponsored members and those CREST
members who have appointed a voting service provider(s) should refer to their
CREST sponsors or voting service provider(s), who will be able to take the
appropriate action on their behalf.
In order for a proxy appointment or instruction made by means of CREST to be
valid, the appropriate CREST message (a "CREST Proxy Instruction") must be
properly authenticated in accordance with Euroclear UK & International
Limited's specifications and must contain the information required for such
instructions, as described in the CREST Manual. The message must be
transmitted so as to be received by the Company's agent, MUFG Corporate
Markets (CREST participant ID RA10), no later than 48 hours (excluding
non‑working days) before the time appointed for the meeting. For this
purpose, the time of receipt will be taken to be the time (as determined by
the time stamp applied to the message by the CREST Application Host) from
which the Company's agent is able to retrieve the message by enquiry to CREST
in the manner prescribed by CREST. After this time, any change of instructions
to proxies appointed through CREST should be communicated to the appointee
through other means.
CREST members and, where applicable, their CREST sponsors or voting service
provider(s) should note that Euroclear UK & International Limited does not
make available special procedures in CREST for any particular messages. Normal
system timings and limitations will therefore apply in relation to the input
of CREST Proxy Instructions. It is the responsibility of the CREST member (or,
if the CREST member is a CREST personal member or sponsored member or has
appointed a voting service provider(s)) concerned to procure that their CREST
sponsor or voting service provider(s) take(s) such action as shall be
necessary to ensure that a message is transmitted by means of the CREST system
by any particular time.
In this connection, CREST members and, where applicable, their CREST sponsors
or voting service provider(s) are referred in particular to those sections of
the CREST Manual concerning practical limitations of the CREST system and
timings. The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities
Regulations 2001.
5. Corporate representatives
Any corporation which is a member may appoint one or more corporate
representatives to exercise all of its powers as a member on its behalf,
provided that not more than one corporate representative may exercise powers
over the same share. If your shares are held within a nominee and you wish to
attend the AGM, you will need to contact your nominee immediately as they will
need to provide you with a letter of representation.
6. Right to ask questions
Under section 319A of the Act, shareholders (or their proxies) have the right
to ask questions in relation to the business being dealt with at the meeting.
However, the Company is not obliged to answer a question raised at the meeting
if: (i) to do so would interfere unduly with the preparation for the meeting
or involve the disclosure of confidential information; (ii) the answer has
already been given on a website in the form of an answer to a question; or
(iii) it is undesirable in the interests of the Company or the good order of
the meeting that the question be answered.
The Company encourages you to submit any question that you would like to be
answered at the meeting by sending it, together with your name as shown on the
Company's register of members, to the following email address:
cgarrod@lmscapital.com (mailto:cgarrod@lmscapital.com) so that it is received
by no later than close of business on Monday 11 May 2026.
7. Website publication of audit concerns
Under section 527 of the Act, shareholders who meet the threshold requirements
that are set out in that section have the right to require the Company to
publish on a website a statement setting out any matter relating to: (i) the
audit of the Company's accounts (including the auditor's report and the
conduct of the audit) that are to be laid before the meeting; or (ii) any
circumstances connected with the auditor of the Company ceasing to hold office
since the previous meeting at which the annual report and accounts were laid
in accordance with section 437 of the Act.
The Company may not require the shareholders requesting any such website
publication to pay its expenses in complying with either section 527 or 528 of
the Act. Where the Company is required to place a statement on a website under
section 527 of the Act, it must forward the statement to the Company's auditor
no later than the time it makes the statement available on the website. The
business which may be dealt with at the meeting includes any statement that
the Company has been required to publish on a website under section 527 of the
Act.
8. Nominated persons
The right to appoint a proxy does not apply to anyone whose shares are held on
their behalf by another person and who have been nominated to receive
communications from the Company in accordance with section 146 of the
Companies Act 2006 (the "nominated person"). Nominated persons may have a
right under an agreement with the registered shareholder who holds the shares
on their behalf to be appointed (or to have someone else appointed) as a
proxy. Alternatively, if nominated persons do not have such a right, or do not
wish to exercise it, they may have a right under such an agreement to give
instructions to the person holding the shares as to the exercise of voting
rights.
If you have been nominated to receive general shareholder communications
directly from the Company, it is important to remember that your main contact
in terms of your investment remains as it was (that is the registered
shareholder, or a custodian or broker, who administers the investment on your
behalf). Therefore, any changes or queries relating to your personal details
and holding (including any administration queries) must continue to be
directed to your existing contact at your investment manager, custodian or
broker. The Company cannot guarantee dealing with matters that are directed to
it in error. The only exception to this is where the Company, in exercising
one of its powers under the Companies Act 2006, writes to you directly.
Shareholders who hold their shares via a share dealing platform can find more
information on The Association of Investment Companies website about how to
exercise their votes https://www.theaic.co.uk/how-to-vote-your-shares
(https://protect.checkpoint.com/v2/r02/___https:/www.theaic.co.uk/how-to-vote-your-shares___.YXAxZTpzaG9yZWNhcDpjOm86NTE4ZDM3NDUxOWQyNDI3MDUxZmYyMjUzMDc5YzE0M2I6NzpmMWJhOjM4OWYzMzAyYzlhMDM2YTI0NWY2MWI5NTZmNzdhMmVmNDUwNDFhY2E2YWE4MTQzZTcwNjVmZDVkZjMwMWZmM2I6cDpUOk4)
and how to attend shareholder meetings
https://www.theaic.co.uk/how-to-attend-an-AGM
(https://protect.checkpoint.com/v2/r02/___https:/www.theaic.co.uk/how-to-attend-an-AGM___.YXAxZTpzaG9yZWNhcDpjOm86NTE4ZDM3NDUxOWQyNDI3MDUxZmYyMjUzMDc5YzE0M2I6Nzo0MWI3OmUxMGMzM2E2ODQ3YWRkYjUzMTRlMzFlMWM3ZjY0NmMxNGYzNGU0ZGRlYWU1Mjc2ZDU5ZWFlZmMyMWFmMGU0NGQ6cDpUOk4)
.
9. Documents available for inspection
Copies of the service agreement of the executive director and the terms of
appointment of the non-executive directors and of the draft rules of the
proposed MRIA (see the explanation of Resolution 4 ) will be available for
inspection at the registered office of the Company, 3 Bromley Place, London,
W1T 6DB during normal business hours from the date of this notice until the
date of the meeting and also at the meeting for 15 minutes before the meeting
until its conclusion.
10. Company's website
A copy of this notice of the Annual General Meeting and any other information
required by section 311A of the Act can be found in the investor relations
section of the Company's website, www.lmscapial.com
(https://www.lmscapital.com/) .
(https://protect.checkpoint.com/v2/r02/___http:/www.lmscapital.com.___.YXAxZTpzaG9yZWNhcDpjOm86NTE4ZDM3NDUxOWQyNDI3MDUxZmYyMjUzMDc5YzE0M2I6NzpmNWRmOmRiYWY5ZjE2YWE2MGUxZGQ0NTQ1NjE5OTY0N2YwZTI1OTE5NTNkM2EwM2RiMjAyNWNiNWFiODBkYmYxYzZhZDU6cDpUOk4)
The website also contains a copy of the Annual Report.
11. Enquiries
Members who wish to communicate with the Company by electronic means in
connection with the matters set out in this notice may do so by contacting the
Company's registrars, MUFG Corporate Markets, at
shareholderenquiries@cm.mpms.mufg.com
(mailto:shareholderenquiries@cm.mpms.mufg.com) or by calling 0371 664 0300 and
+44 (0) 371 664 0300 (international). Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Lines are open between
8.00am and 5.30pm Monday to Friday (excluding public holidays in England and
Wales).
Explanation of business to be transacted at the AGM
The following notes provide an explanation of the resolutions to be proposed
at the AGM. Resolutions 1 to 11 will be proposed as ordinary resolutions.
These resolutions will be passed if more than 50% of the votes cast are in
favour. Resolution 12 will be proposed as a special resolution. This
resolution will be passed if not less than 75% of the votes cast are in
favour. Any votes withheld are not counted in determining whether the
resolutions are passed.
Resolution 1: To receive the annual report and accounts for the year ended 31
December 2025 (the "Annual Report")
The Act requires the Directors to present the annual report and accounts of
the Company to shareholders in respect of each financial year.
Resolution 2: To approve the Remuneration Report
The Remuneration Report is set out on pages 37 to 48 of the Annual Report and
requires the approval of shareholders. It describes the Company's policy on
remuneration and gives details of Directors' remuneration for the year ended
31 December 2025. The vote is advisory and does not affect the actual
remuneration paid to any individual director.
Resolution 3: To approve the Company's future Directors' remuneration policy
The Company is required, pursuant to the Act, to put its Directors'
remuneration policy to shareholders for approval at the AGM this year, having
been three years since the Company's current Directors' remuneration policy
was approved by shareholders (at the 2023 AGM).
Additionally, in light of the Company's change of strategy following the
General Meeting in May 2025, the Remuneration Committee has conducted a
complete review of the short term and longer-term incentive arrangements which
it considers no longer to be relevant to a Managed Realisation. Revised
proposals, to replace the current annual bonus and other incentive
arrangements. The proposed revised arrangements are intended to provide a
single simple cash-based scheme that will reduce annual cash costs and reward
participants only after cumulative amounts returned to shareholders exceed
certain specified thresholds, thereby aligning with the interests of
shareholders.
The proposed future Directors' Remuneration Policy ("Remuneration Policy" or
"Policy") is outlined in the Directors' Remuneration Report enclosed in the
Annual Report on pages 37 to 48. The proposed Policy has been developed with
advice from independent remuneration consultants and following consultation
with the Company's principal shareholders.
This Policy has been reviewed by the Remuneration Committee in light of the
Company's adoption of the Managed Realisation and updated in light of current
best practice, with the proposed changes designed to provide further alignment
of directors' remuneration with the interests of shareholders.
Resolution 4: To approve the Company's Managed Realisation Incentive Plan ("MRIA")
Approval is sought for the adoption of the MRIA as proposed in the
Remuneration Policy in Resolution 3 above.
The draft rules of the proposed MRIA are available for inspection by
shareholders as noted above under "Documents available for inspection" and a
summary of its principal features is included as the Appendix to this AGM
Notice.
The vote on this resolution is binding and, if passed, MRIA will apply
immediately following the AGM and will be implemented in accordance with the
Directors' Remuneration Policy approved pursuant to Resolution 3. This Policy
will be effective for three years without the need for a new shareholder
approval, unless any amendments are proposed to it. The directors will only be
able to make remuneration payments in accordance with the approved new Policy
or an amendment to the new Policy. If Resolution 3 is not passed, the current
Directors' remuneration policy approved at the AGM in 2023 will continue in
effect, until a new policy is approved by shareholders.
Resolutions 5 to 9: To re-elect Directors
In line with the recommendations set out in the AIC Code of Corporate
Governance, all directors will be standing down and offering themselves for
re‑election by shareholders at this year's Annual General Meeting. The
Nomination Committee has confirmed that all directors continue to perform
effectively and demonstrate commitment to their role. The Directors'
biographical details are given on pages 22 and 23 of the Annual Report.
Resolutions 10 and 11: To appoint the auditor and authorise the Board to
determine their remuneration
The Company is required under the Act to appoint an auditor at each general
meeting at which accounts are laid before the members, to hold office until
the conclusion of the next such meeting. Following a change of auditor,
Resolution 10 seeks shareholder approval to appoint Gravita Audit II Limited
as auditors of the Company for the first time. Resolution 11 proposes that
shareholders authorise the directors to determine the auditor's remuneration.
In practice, the Audit Committee will consider the audit fees and recommend
them to the Board. The amount of the remuneration paid to the auditor for the
next financial year will be disclosed in the next audited accounts of the
Company.
Resolution 12: Approval to call general meetings (other than AGMs) on 14 clear days' notice
Under the Act, the Company is required to give at least 21 clear days' notice
of any general meeting of the Company unless shareholders approve a shorter
notice period, which cannot be less than 14 clear days (Annual General
Meetings must continue to be held on at least 21 clear days' notice).
At the 2025 Annual General Meeting, shareholder approval was given to allow
the Company to call general meetings, other than annual general meetings, on
at least 14 clear days' notice and Resolution 12 seeks to renew that
authority. If the approval is given, it will be effective until the conclusion
of the next Annual General Meeting of the Company, when it is intended that a
similar resolution will be proposed. The flexibility offered by this
resolution will be used where, taking into account the circumstances, the
Directors consider it to be appropriate in relation to the business to be
considered at the meeting in question and where it is thought to be to the
advantage of shareholders as a whole. In order to be able to call a general
meeting on less than 21 clear days' notice, the Company must make electronic
voting available to all shareholders for that meeting.
Appendix
SUMMARY OF THE PRINCIPAL FEATURES OF THE PROPOSED MANAGED REALISATION
INCENTIVE PLAN ("MRIA" OR THE "PLAN")
Following the Company's change from an active investment to a managed
realisation strategy, the Remuneration Committee conducted a complete review
of the existing remuneration arrangements, which it considered no longer to be
appropriate. An alternative incentive arrangement is proposed with the aim of:
· Replacing all previous incentive arrangements, including annual
bonus;
· Providing an incentive that will retain key team members during
the managed realisation process;
· Reducing annual cash running costs; and
· Establishing a single cash-based incentive pool, the amount of
which will be determined by reference to cumulative amounts returned to
shareholders as part of the Company's managed realisation strategy.
No annual bonus has been paid in respect of 2025 and no further annual bonuses
will be paid under the 2026 Proposals. In addition, all current long-term plan
awards under the Value Creation plan and Share Option Plan will be cancelled.
SUMMARY OF THE PROPOSED MANAGED REALISATION INCENTIVE PLAN RULES
The details of the Plan are available for inspection by shareholders during
normal office hours (weekends and public holidays excepted) at the Company's
registered office until 15 minutes before the scheduled start of the AGM. The
following is a summary of its principal features:
1. General
The Plan is a discretionary plan which provides for the grant to selected
employees and executive directors of the Group, of rights to participate in a
cash bonus arrangement, the amount of which is linked to the amounts of
cumulative amounts of cash returned to shareholders under the Managed
Realisation strategy of the Company.
Awards are expressed as a number of Plan Units. A Plan Unit is a notional unit
of measure, which entitles a participant to a share of the Bonus calculated in
accordance with the Performance Measure explained in paragraph 5 below.
Awards of Plan Units are non-transferable (except on death) and are not
pensionable.
2. Administration
The Plan will be operated and administered by the Remuneration Committee
(Committee) which will make all decisions about participation, size and timing
of grants of Awards.
3. Eligibility
The Committee has complete discretion as to the selection of employees and
executive directors of the Group to whom Awards may be made.
4. Limits
The maximum number of Plan Units over which Awards may be granted is 3,200,000
in aggregate to all participants.
The Committee may set a maximum number of Plan Units for any individual
participant.
5. Performance Conditions
The amount of Bonus (if any) payable in respect of each Plan Unit, from time
to time, shall be determined in accordance with the following table:
Cumulative Distribution Amount declared in respect of each Ordinary Share on Bonus entitlement per Unit for every pence declared in respect of each
the relevant Qualifying Distribution Event Ordinary Share on the relevant Qualifying Distribution Event
Less than or equal to 21 pence Nil
More than 21 pence but less than or equal to 26 pence 0.8 pence
More than 26 pence but less than or equal to 30 pence 1 pence
More than 30 pence but less than or equal to 38 pence 2 pence
More than 38 pence 3 pence
6. Cessation of Employment
If a Participant ceases employment with the Company or a Group member or is
under notice of termination (whether given or received) in circumstances where
the Participant is or would be a Good Leaver, such a Participant shall retain
all of the Plan Units under their Award. Accordingly, the Participant will
continue to receive Bonus with respect to the retained Plan Units, as
determined by the Committee.
If a Participant becomes a Bad leaver, all their Plan Units under their Award
shall lapse forthwith on which they become a bad leaver and accordingly, such
a Participant will not receive any further Bonus.
7. Corporate events
In the event of a reorganisation an Award shall not lapse and shall continue
to subsist on its original terms subject to any amendments that the Committee,
acting fairly and reasonably, considers necessary to be made to the conditions
applying to the Award.
8. Malus and clawback
The Committee may take such steps as it considers appropriate to reduce the
amount of any Bonus subject to an Award (to nil if applicable) and/or impose
further conditions (including repayment to the Company of cash paid to the
participant in respect of an Award) in certain circumstances, including but
not limited to a material misstatement in any published results of the Group,
the participant dismissed for misconduct or reputational damage to the
Company.
9. Amendment and termination
The Committee may at any time alter the Plan and/or the terms of any potential
Bonus in any manner it so chooses provided that in respect of Awards made, no
alteration shall be made to the material disadvantage of a Participant without
their written consent.
However, any alterations to the advantage of participants to the rules
governing eligibility, individual and dilution limits on participation, terms
of the Awards and adjustment of Awards must be approved in advance by
shareholders in general meeting unless the alteration or addition is minor in
nature and made to benefit the administration of the Plan, to comply with the
provisions of any existing or proposed legislation or to obtain or maintain
favourable tax, exchange control or regulatory treatment for participants or
Group companies.
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