AGM

Notice is hereby given that the one hundred and twenty-first Annual General Meeting of Northgate plc (‘the Company‘) will be held at Freshfields
Bruckhaus Deringer, 65 Fleet St, Temple, London EC4Y 1HT at 11.30 am on 23 September 2019 for the purpose of considering and, if thought
fit, passing the following resolutions, of which resolutions 1 to 13 and 18 will be proposed as ordinary resolutions and resolutions 14 to 17 will be
proposed as special resolutions:
1. To receive the Directors’ Report and audited accounts of the Company for the year ended 30 April 2019 (“2019 Annual Reports
and Accounts”).
2. To declare a final dividend of 12.1p per Ordinary share recommended by the Directors.
3. To approve the Directors’ Remuneration Report (other than the part containing the Directors’ Remuneration Policy referred to in Resolution 4
below) in the form set out on pages 58 to 74 of the 2019 Annual Report and Accounts.
4. To approve the Directors’ Remuneration Policy in the form set out on pages 58 to 74 of the Directors’ Remuneration Report in the 2019
Annual Report and Accounts.
5. To appoint PricewaterhouseCoopers LLP as auditor of the Company to hold office until the conclusion of the next Annual General Meeting.
6. To authorise the Audit and Risk Committee, for and on behalf of the Board, to determine the remuneration of the auditor.
7. To elect Mr J Pattullo as a director.
8. To re-elect Mr B Spencer as a director.
9. To re-elect Miss J Caseberry as a director.
10. To re-elect Mrs C Miles as a director.
11. To re-elect Mr K Bradshaw as a director.
12. To re-elect Mr P Vincent as a director.
13. That the Board be and it is hereby generally and unconditionally authorised pursuant to s551 of the Companies Act 2006 (‘the Act’) to exercise
all powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the
Company up to an aggregate nominal amount of £22,000,000 (representing approximately 33% of the issued share capital) provided that
this authority shall expire on the date of the next Annual General Meeting of the Company after the passing of this resolution save that the
Company may before such expiry make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or
convert securities into shares to be granted after such expiry and the Board may allot shares or grant rights to subscribe for or convert securities
into shares in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.
14. That subject to the passing of Resolution 13 the Board be authorised to allot equity securities (as defined in the Companies Act 2006) for cash
under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of
the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:
a. to the allotment of equity securities in favour of Ordinary shareholders where the equity securities respectively attributable to the interests
of all Ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of Ordinary shares held by them; and
b. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of
£3,330,000 (representing approximately 5% of the issued share capital), such authority to expire at the end of the next Annual General
Meeting of the Company (or, if earlier, at the close of business on 23 December 2020) but, in each case, prior to its expiry the Company
may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold)
after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the
authority had not expired.
15. That subject to the passing of Resolution 13, the Board be authorised in addition to any authority granted under Resolution 16 to allot equity
securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held
by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such
authority to be:
a. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £3,330,000 “(representing approximately
5% of the issued share capital)”; and
b. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a
transaction which the Board of the Company determines to be an acquisition or other capital investment of a kind contemplated by
the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of
this notice,
such authority to expire at the end of the next Annual General Meeting of the Company (or, if earlier, at the close of business on 23 December
2020) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity
securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury
shares) under any such offer or agreement as if the authority had not expired.
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Annual Report and Accounts 2019 Strategic Report Corporate Governance Financial Statements Shareholder Information
16. That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days’ notice.
17. That the Company be generally and unconditionally authorised to make market purchases (within the meaning of s693(4) of the Companies
Act 2006) of Ordinary shares of 50p each of the Company on such terms and in such manner as the Directors may from time to time
determine, provided that:
a. the maximum number of Ordinary shares hereby authorised to be acquired is 13,300,000, representing approximately 10% of the issued
Ordinary share capital of the Company as at 25 June 2019;
b. the minimum price which may be paid for any such Ordinary share is 50p;
c. the maximum price (excluding expenses) which may be paid for any such Ordinary share is an amount equal to 105% of the average of the
middle market quotations for an Ordinary share in the Company as derived from The London Stock Exchange Daily Official List for the five
business days immediately preceding the day on which such share is contracted to be purchased;
d. the authority hereby conferred shall expire at the end of the next Annual General Meeting of the Company after the passing of this
resolution unless previously renewed, varied or revoked by the Company in general meeting; and
e. the Company may make a contract to purchase its Ordinary shares under the authority hereby conferred prior to the expiry of such
authority, which contract will or may be executed wholly or partly after the expiry of such authority, and may purchase its Ordinary shares
in pursuance of any such contract.
18. That the Executive Performance Share Plan (the “EPSP”), the principal terms of which are summarised in the explanatory note to this resolution
and as shown in the rules of the EPSP submitted to the Meeting marked “A” and signed by the Chairman of the meeting for the purposes of
identification, be renewed and hereby approved and that the directors be and are hereby authorised to do all such acts and things that they
may consider appropriate to implement the EPSP, including the making of any amendments to the rules and any establishment of any subplans for the benefit of employees outside the UK (modified as necessary to take account of relevant exchange control, taxation and securities
laws of the relevant jurisdiction).
By Order of the Board
Katie Tasker-Wood (Company Secretary)
24 June 2019
Registered Office:
Northgate Centre,
Lingfield Way,
Darlington,
DL1 4PZ
Notes
1. A member entitled to attend and vote at the Annual General Meeting (‘the Meeting’) may appoint another person(s) (who need not be a
member of the Company) to exercise all or any of his rights to attend, speak and vote at the Meeting. A member can appoint more than one
proxy in relation to the Meeting, provided that each proxy is appointed to exercise the rights attaching to different shares held by him.
2. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Your proxy could be the Chairman,
another Director of the Company or another person who has agreed to attend to represent you. Your proxy must vote as you instruct and
must attend the Meeting for your vote to be counted. Appointing a proxy does not preclude you from attending the Meeting and voting
in person.
3. Proxies may be appointed by using the electronic proxy appointment service in accordance with the procedures set out in Note 6 below.
CREST members may appoint proxies using the CREST electronic proxy appointment service (see Note 7 below). In each case the appointment
must be received by the Company not less than 48 hours, excluding non-business days, before the time of the Meeting.
4. A copy of this notice has been sent for information only to persons who have been nominated by a member to enjoy information rights under
section 146 of the Act (‘a Nominated Person’). The rights to appoint a proxy cannot be exercised by a Nominated Person: they can only be
exercised by the member. However, a Nominated Person may have a right under an agreement between him and the member by whom he
was nominated to be appointed as a proxy for the Meeting or to have someone else so appointed. If a Nominated Person does not have such
a right or does not wish to exercise it, he may have a right under such an agreement to give instructions to the member as to the exercise of
voting rights.
5. To be entitled to attend and vote, whether in person or by proxy, at the Meeting, members must be registered in the register of members
of the Company at close of business on Thursday 19 September 2019 or, in the case of an adjourned meeting, at close of business on the
day which is two days before the meeting (excluding days which are not working days). Changes to entries on the register after this time
shall be disregarded in determining the rights of persons to attend or vote (and the number of votes they may cast) at the Meeting or
adjourned meeting.
6. Shareholders wishing to appoint a proxy online should visit www.signalshares.com and follow the instructions on screen. If you have not
already registered for the Signal Shares shareholder portal you will need your personal Investor Code which you can find on your share
certificate or a dividend confirmation. To be valid your proxy appointment(s) and instructions should reach Capita Registrars no later than
48 hours, excluding non-business days, before the time set for the Meeting.
Notice of annual general meeting continued
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Annual Report and Accounts 2019
7. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising
the procedures described in the CREST Manual on the Euroclear website (www.euroclear.com/CREST). CREST Personal Members or other
CREST sponsored members and those members who have appointed a voting service provider(s), should refer to their CREST sponsor or
voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment 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 & Ireland Limited’s (EUI) specifications and must contain the information required for such instructions, as described in the CREST Manual.
The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously
appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID RA10) by the latest time(s) for receipt of
proxy appointments specified in the Notice of Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the
timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry
to CREST in the manner prescribed by CREST. 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.
8. A member of the Company which is a corporation may authorise a person or persons to act as its representative(s) at the Meeting.
In accordance with the provisions of the Act, each such representative may exercise (on behalf of the corporation) the same powers as the
corporation could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same shares.
It is no longer necessary to nominate a designated corporate representative.
9. Members satisfying the thresholds in section 527 of the Act can require the Company to publish a statement on its website setting out any
matter relating to (a) 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 (b) any circumstances connected with an auditor of the Company ceasing to hold office since the last Annual General
Meeting, that the members propose to raise at the Meeting. The Company cannot require the members requesting the publication to pay
its expenses. Any statement placed on the website must also be sent to the Company’s auditor no later than the time it makes its 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 its website.
10. The Company must cause to be answered at the Meeting any question relating to the business being dealt with at the Meeting which is put by
a member attending the Meeting, except in certain circumstances, including if it would interfere unduly with the preparation for the Meeting
or if it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered or if to do so would
involve the disclosure of confidential information.
11. As at 25 June 2019 (being the latest practicable date prior to the publication of this notice), the Company’s issued share capital consists of
133,232,518 Ordinary shares of 50 pence each, carrying one vote each and 1,000,000 preference shares of 50 pence each, which do not carry
any rights to vote on the above resolutions. Therefore, the total voting rights in the Company are 133,232,518.
12. The contents of this notice of meeting, details of the total number of shares in respect of which members are entitled to exercise voting rights
at the Meeting, the total voting rights that members are entitled to exercise at the Meeting and, if applicable, any members’ statements,
members’ resolutions or members’ matters of business received by the Company after the date of this notice will be available on the
Company’s website: www.northgateplc.com/investors.php.
13. The following documents will be available for inspection during normal business hours until the close of the AGM meeting on 23 September
2019 at Freshfields Bruckhaus Deringer, 65 Fleet St, Temple, London EC4Y:
– copies of the executive directors’ service contracts;
– copies of the letters of appointment of the non executive directors; and
– the terms of the EPSP.
14. You may not use any electronic address provided in this notice of meeting to communicate with the Company for any purposes other than
those expressly stated.
15. Under sections 338 and 338A of the Act, members meeting the threshold requirements in those sections (i) have the right to require the
Company to give, to members of the Company entitled to receive notice of the Meeting, notice of a resolution which those members intend
to move (and which may properly be moved) at the Meeting; and/or (ii) to include in the business to be dealt with at the Meeting any matter
(other than a proposed resolution) which may properly be included in the business at the Meeting. A resolution may properly be moved, or
a matter properly included in the business, unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of
any inconsistency with any enactment or the Company’s constitution or otherwise); (b) it is defamatory of any person; or (c) it is frivolous or
vexatious. A request made pursuant to this right may be in hard copy or electronic form, must identify the resolution of which notice is to be
given or the matter to be included in the business, must be authenticated by the person(s) making it and must be received by the Company not
later than 9 August 2019, being the date six clear weeks before the Meeting, and (in the case of a matter to be included in the business only)
must be accompanied by a statement setting out the grounds for the request.
16. Explanatory note to Resolution 18 see overleaf:
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Annual Report and Accounts 2019 Strategic Report Corporate Governance Financial Statements Shareholder Information
Notice of annual general meeting continued
SUMMARY OF NORTHGATE PLC EXECUTIVE PERFORMANCE SHARE PLAN
Northgate plc (the Company) is seeking approval to renew its existing Executive Performance Share Plan for a further ten years (EPSP). The EPSP
provides for grants of awards over the fully paid ordinary shares in the capital of the Company (the Shares) in the form of options or conditional
share awards. Executive directors and other employees of the Company or any subsidiary of the Company are eligible for grants under the EPSP.
The rules of the EPSP have been updated to reflect changes in legislation (for example, the introduction of the market abuse regulation), simplify
administration and to broaden the existing recovery and withholding provisions to cover error, financial misstatement, gross misconduct,
reputational damage, failure of risk management and corporate failure.
While awards under the EPSP will normally be granted five working days after the announcement of the Company’s full year results, the awards
for 2019 will be made on the day of, or as soon as practicable following, approval of the plan at the Annual General Meeting.
A summary of the material terms of the EPSP is set out below.
Eligibility
The EPSP is a discretionary benefit offered by the Company for the benefit of its employees (including executive directors of the Company).
Participation in the EPSP is at the discretion of the remuneration committee.
Grant of awards
Awards can be granted:
(a) within the period of six weeks commencing on any of the following:
(i) the date on which the EPSP is re-approved by the shareholders of the Company; or
(ii) the dealing day after the date on which the Company announces its results for any period; or
(b) at any other time when the remuneration committee considers that circumstances are sufficiently exceptional to justify its grant.
No awards may be granted under the EPSP more than ten years after the date on which the EPSP is re-approved by the shareholders of
the Company.
Form of awards
Awards can be granted as options or in the form of a conditional award which grants the right to acquire or receive Shares at no or nominal cost.
If the remuneration committee does not specify the type of award on or before the grant date then an award shall be a conditional right to acquire
the Shares granted under the EPSP.
Value of awards
An award may not be granted to an individual if such grant would cause the aggregate total market value of the maximum number of shares
that may be acquired on realisation of the individual’s EPSP awards in relation to the same financial year to exceed 150% (250% in exceptional
circumstances e.g. recruitment) of the individual’s base salary at the date of grant.
Performance conditions
The vesting of awards granted will normally (and in the case of executive directors of the Company, will always) be dependent upon the
satisfaction of stretching performance conditions that are appropriate to the strategic objectives of the Group (measured over a period of three
years). The remuneration committee may vary the performance conditions applying to existing awards if the remuneration committee reasonably
considers the occurrence of an event or circumstances mean that it would be appropriate to do so provided that, in the reasonable opinion of the
remuneration committee, the new conditions are not materially less difficult to satisfy than the original conditions would have been but for the
event or circumstances in question.
Holding period
The executive directors of the Company have agreed to a further two year holding period in respect of the post tax number of shares that vests
following the end of the performance period.
Malus and clawback
The board of directors may reduce the number of shares under an award, impose further conditions on the vesting of an award, or forfeit shares
following an award vesting if certain events occur, including a misstatement of the Company’s financial accounts, a failure of risk management, an
error in calculation of any awards based on false or misleading information, reputational damage, gross misconduct by the relevant participant or
corporate failure.
Dividend enhancement
The number of shares in respect of an award may be increased to account for dividends paid on any vesting shares in the period between grant
and vesting. Alternatively, participants may receive a cash sum equal to the value of dividends paid on any vesting shares in the period between
grant and vesting.
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Annual Report and Accounts 2019
Cessation of employment
Awards to directors or employees who leave at any time prior to vesting will lapse unless they leave by reason of death, retirement, ill health,
injury or disability, redundancy, on the sale out of the Group of the participant’s employing company or business or in other circumstances at the
discretion of the remuneration committee (“good leavers”).
Awards for good leavers will vest on the date of cessation or, at the discretion of the remuneration committee, the normal vesting date, to the
extent that the performance conditions are met (if applicable), but will normally be pro-rated on the basis of the period of time after the grant date
and ending on the date of cessation relative to the period of three years.
Change of control
Awards may vest in connection with a change of control of the Company to the extent that the performance conditions are met by that date.
The Remuneration Committee will in normal circumstances scale down the vesting level of an award having regard to the time that has elapsed
between the grant of the award and the date of change of control, but will retain discretion to modify pro-rating in any particular case if it
considers it appropriate.
Cash Alternative
Subject to certain exclusions and limitations, the remuneration committee has discretion to determine that a share award may be satisfied by
payment of a cash sum.
Adjustment of awards
If there is a variation in the share capital of the Company a demerger, payment of a special dividend or other similar event which may impact the
market value of a share, the award may be adjusted to reflect that variation.
Rights attaching to shares
A participant will not have any voting or dividend rights prior to the realisation of the award. All shares allotted under the EPSP will carry the same
rights as any other issued ordinary shares in the Company and application will be made for the shares to be listed by the UK Financial Conduct
Authority and traded on the London Stock Exchange.
Benefits received under the EPSP are not pensionable and may not be assigned or transferred except on a participant’s death.
Alterations to the EPSP
In addition to the remuneration committee’s powers to vary performance measures described above, it will have authority to amend the rules
of the EPSP, provided that no amendments to the advantage of the participants or eligible employees may be made to provisions relating to the
key features of the EPSP without the prior approval of shareholders in general meeting unless the amendment is minor and made to benefit
the administration of the EPSP, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory
treatment for participants, the Company or any member of the Group. Key features are: who can be a participant, the limits on the number of
shares which can be issued under the EPSP, the basis for determining a participant’s entitlement to shares and the terms on which they can be
acquired, and the provisions relating to adjustments in the event of a variation in the Company’s share capital.
Satisfaction of awards
An award may be satisfied with new issue shares, a transfer of treasury shares or shares purchased in the market.
Limits on the issue of shares
In any 10 year period, the Company may not grant awards under the EPSP if such grant would cause the number of shares that could be issued
under the EPSP or any other share plan adopted by the Company or any other company under the Company’s control to exceed 10% of the
Company’s issued ordinary share capital at the proposed date of grant.
In addition in any 10 year period, the Company may not grant awards under the EPSP if such grant would cause the number of ordinary shares
that could be issued under the EPSP or any discretionary share plans adopted by the Company or any other company under the Company’s control
to exceed 5% of the Company’s issued ordinary share capital at the proposed date of grant. The satisfaction of awards with treasury shares will
be treated as an issue of ordinary shares for the purposes of the above limits for so long as institutional shareholder guidelines recommend this.
If awards are satisfied by a transfer of existing ordinary shares, the percentage limits stated above will not apply.
Inspect of the EPSP
A copy of the rules of the EPSP, marked to show the changes to the existing Executive Performance Share Plan, will be available for inspection from
the date of this notice to the start of the AGM at the offices of Freshfields Bruckhaus Deringer, 65 Fleet St, Temple, London EC4Y 1HT and at the
AGM itself for at least 15 minutes before and during the meeting.