REG - TT Electronics PLC - AGM Update

TT electronicsAnnouncement

09/04/2020 16:25

RNS Number : 4300J
  
TT Electronics PLC
  
09 April 2020
  
 

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




 
For further information please contact:
 


 




TT Electronics plc      


Tel: +44 (0)1932 825 300 




Lynton Boardman, Company Secretary
Julian Wais, Head of Investor Relations and Communications
 




 


 




MHP


Tel: +44 (0)20 3128 8100




Tim Rowntree / Rachel Mann




 


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