TIDMOSB
LEI: 213800ZBKL9BHSL2K459
OSB GROUP PLC
(the Company)
NOTICE OF ANNUAL GENERAL MEETING
The following regulated information, disseminated pursuant to DTR 6.3.5,
comprises the Notice of Annual General Meeting (AGM) for 2021 which was
sent to shareholders of the Company on 19 April 2021. A copy of the
Notice of AGM is available at www.osb.co.uk
The AGM will be held at 90 Whitfield Street, Fitzrovia, London W1T 4EZ
on Thursday, 27 May 2021 at 11 am.
Our preference had been to welcome shareholders in person to the meeting,
particularly given the constraints we faced in 2020 due to the COVID-19
pandemic. At present, however, public health guidance and legislation
issued by the UK Government in relation to the pandemic mean that there
are restrictions on public gatherings and travel. In light of these
measures, together with the uncertainty as to any additional and/or
alternative measures that may be put in place by the UK Government and,
in order to protect the health and safety of the Company's shareholders
and Directors, we are proposing to hold our AGM as a combined physical
and electronic meeting.
This means that shareholders and other attendees will not currently be
permitted to attend the AGM in person, save for such persons nominated
by the Chairman of the meeting in order to establish a quorum.
Shareholders' right to attend the AGM will be limited to participation
through a video conferencing facility. Shareholders wishing to use the
video conferencing facility should contact the Company by sending an
e-mail to company.secretariat@osb.co.uk
https://www.globenewswire.com/Tracker?data=vCyZkfy6l_CxDQ45tfInBnYEmUPFx7nphwUg4wTLXwfv_s6dDm-DyyOLOUiQJqXpwY_9qkYtqS9BIXCOwZMs34-Wd6enXOUQSIHV7MDspvD-olxJ0Tmzqo5cOuokqWZ4
no later than 11 am on Tuesday, 25 May 2021 asking for the relevant
details.
The Company will continue to monitor public health guidance and
legislation issued by the UK Government in relation to the COVID-19
pandemic. However, given the constantly evolving nature of the situation,
if it subsequently becomes possible to welcome a number of shareholders
to the venue, attendance in person is likely to be restricted in terms
of numbers and we would therefore still encourage shareholders not to
attend the AGM in person and instead to participate in the meeting
electronically via our video conferencing facility. Should it become
appropriate to revise the current arrangements for the AGM, any such
changes will be notified to shareholders through our website
(www.osb.co.uk) and, where appropriate, by announcement made by the
Company to a Regulatory Information Service.
Enquiries:
OSB GROUP PLC
Nickesha Graham-Burrell
Group Head of Company Secretariat t: 01634 835
796
Investor relations
Email: osbrelations@osb.co.uk
https://www.globenewswire.com/Tracker?data=NfIKe_3WYHszKQ5i2uE0bOw4qJIB2Y_Hjc1A0VgDk7gesVcygV_XP_mKRLVgVrV6l_XMNFddB2K9KU_L2VnJePS0BOfinI84FlLiQe-zBhg=
t: 01634 838 973
Brunswick t:
020 7404 5959
Robin Wrench / Simone Selzer
Notes to Editors
About OSB GROUP PLC
OSB began trading as a bank on 1 February 2011 and was admitted to the
main market of the London Stock Exchange in June 2014 (OSB.L). OSB
joined the FTSE 250 index in June 2015. On 4 October 2019, OSB acquired
Charter Court Financial Services Group plc (CCFS) and its subsidiary
businesses. On 30 November 2020, OSB GROUP PLC became the listed entity
and holding company for the OSB Group. The Group provides specialist
lending and retail savings and is authorised by the Prudential
Regulation Authority, part of the Bank of England, and regulated by the
Financial Conduct Authority and Prudential Regulation Authority. The
Group reports under two segments, OneSavings Bank and Charter Court
Financial Services.
OneSavings Bank
OSB primarily targets market sub-sectors that offer high growth
potential and attractive risk-adjusted returns in which it can take a
leading position and where it has established expertise, platforms and
capabilities. These include private rented sector Buy-to-Let, commercial
and semi-commercial mortgages, residential development finance, bespoke
and specialist residential lending, secured funding lines and asset
finance.
OSB originates mortgages organically via specialist brokers and
independent financial advisers through its specialist brands including
Kent Reliance for Intermediaries and InterBay Commercial. It is
differentiated through its use of highly skilled, bespoke underwriting
and efficient operating model.
OSB is predominantly funded by retail savings originated through the
long-established Kent Reliance name, which includes online and postal
channels as well as a network of branches in the South East of England.
Diversification of funding is currently provided by securitisation
programmes and the Bank of England funding schemes including, the Term
Funding Scheme and the Term Funding Scheme for SMEs.
Charter Court Financial Services Group
CCFS focuses on providing Buy-to-Let and specialist residential
mortgages, mortgage servicing, administration and retail savings
products. It operates through its brands: Precise Mortgages and Charter
Savings Bank.
It is differentiated through risk management expertise and best-of-breed
automated technology and systems, ensuring efficient processing, strong
credit and collateral risk control and speed of product development and
innovation. These factors have enabled strong balance sheet growth
whilst maintaining high credit quality mortgage assets.
CCFS is predominantly funded by retail savings originated through its
Charter Savings Bank brand. Diversification of funding is currently
provided by securitisation programmes and the Bank of England funding
schemes including, the Term Funding Scheme and the Term Funding Scheme
for SMEs.
OSB GROUP PLC Notice of Annual General Meeting
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you
are in any doubt as to what action you should take, you are recommended
to seek your own personal financial advice immediately from your
stockbroker, bank manager, solicitor, accountant or other independent
financial adviser who, if you are taking advice in the United Kingdom,
is duly authorised under the Financial Services and Markets Act 2000, or
an appropriately authorised independent financial adviser if you are in
a territory outside the United Kingdom.
If you have sold or transferred all of your ordinary shares in OSB GROUP
PLC, please send this document and any other documents that accompany it
as soon as possible to the purchaser or transferee or to the stockbroker,
bank or other agent through whom the sale or transfer was effected for
transmission to the purchaser or transferee. If you have sold or
otherwise transferred only part of your holding, you should retain this
document and its enclosures.
Notice of Annual General Meeting
(incorporated and registered in England and Wales under company number
11976839. Registered office: OSB House, Quayside, Chatham Maritime,
Chatham, United Kingdom, ME4 4QZ)
Notice of Annual General Meeting on Thursday, 27 May 2021 at 11 am
at 90 Whitfield Street, Fitzrovia, London W1T 4EZ
LETTER FROM THE CHAIRMAN
19 April 2021
Dear Shareholder
2020 ANNUAL REPORT AND ACCOUNTS AND 2021 ANNUAL GENERAL MEETING
I am pleased to inform you that the Annual Report and Accounts for the
year ended 31 December 2020 and the Notice of the 2021 Annual General
Meeting of OSB GROUP PLC (the Company) have now been published. A copy
of the 2020 Annual Report and Accounts is enclosed with this document,
together with a Form of Proxy to enable you to exercise your voting
rights at the 2021 Annual General Meeting (AGM).
The AGM will be held at 90 Whitfield Street, Fitzrovia, London W1T 4EZ
on Thursday, 27 May 2021 at 11 am.
The formal notice of the AGM is set out on pages 3 to 5 of this document
and contains the proposed resolutions (the Resolutions). Explanatory
notes to the business to be considered are set out from page 6 of this
document.
DIRECTORS' REMUNERATION
The current Directors' Remuneration Policy (the Remuneration Policy) was
approved at the Annual General Meeting of OneSavings Bank plc in May
2020 and we had planned to operate it for the full three years. However,
as a result of the establishment of a new holding company for the OSB
Group in November 2020, we need to seek shareholder approval for a new
Remuneration Policy in line with the more stringent regulatory
requirements applicable to Financial Conduct Authority Level 2 firms.
Shareholders will be asked to approve three resolutions on Directors'
remuneration at the AGM: the Directors' Remuneration Report; the
Directors' Remuneration Policy and a cap on variable remuneration for
individuals whose remuneration is regulated by the Prudential Regulation
Authority's Remuneration Code.
VOTING AT THE AGM
I will, once again, be inviting you to vote on all Resolutions at the
AGM by way of a poll rather than on a show of hands. Poll voting is in
line with practice adopted by many UK public companies and provides a
more transparent method of voting. It will result in a more accurate
reflection of the views of shareholders by ensuring that every vote is
recognised, including the votes of those shareholders who are unable to
attend but who have appointed a proxy for the meeting. On a poll, each
shareholder has one vote for every share held. I would encourage
shareholders to exercise their right to vote, but in light of the
COVID-19 pandemic, the Company strongly encourages all shareholders to
submit a proxy vote in advance of the AGM, appointing the Chairman of
the meeting as their proxy rather than a named person. This will ensure
that your vote will be counted. Instructions for completing the Form of
Proxy are outlined below.
ACTION TO BE TAKEN
Please complete and return the enclosed Form of Proxy so that it is
received by the Company's Registrar, Equiniti, by no later than 11 am on
Tuesday, 25 May 2021. If you are a member of CREST, you may submit a
proxy appointment electronically through the CREST voting service.
Further details are set out in the Notes section on pages 10 to 11.
The results of voting on the Resolutions will be announced to the London
Stock Exchange and posted on the Company's website following the
conclusion of the AGM.
RECOMMATION
The Directors recommend shareholders to vote in favour of each of the
Resolutions at the AGM. The Board considers that the Resolutions are in
the best interests of the Company's shareholders as a whole and will
promote the success of the Company for their benefit. The Directors
intend to vote in favour of the Resolutions in respect of their own
beneficial shareholdings in the Company (save in respect of those
Resolutions in which they are interested).
COVID-19
Our preference had been to welcome shareholders in person to the meeting,
particularly given the constraints we faced in 2020 due to the COVID-19
pandemic. At present, however, public health guidance and legislation
issued by the UK Government in relation to the pandemic mean that there
are restrictions on public gatherings and travel. In light of these
measures, together with the uncertainty as to any additional and/or
alternative measures that may be put in place by the UK Government and,
in order to protect the health and safety of the Company's shareholders
and Directors, we are proposing to hold our AGM as a combined physical
and electronic meeting.
This means that shareholders and other attendees will not currently be
permitted to attend the AGM in person, save for such persons nominated
by the Chairman of the meeting in order to establish a quorum.
Shareholders' right to attend the AGM will be limited to participation
through a video conferencing facility. Shareholders wishing to use the
video conferencing facility should contact the Company by sending an
e-mail to company.secretariat@osb.co.uk
https://www.globenewswire.com/Tracker?data=vCyZkfy6l_CxDQ45tfInBnYEmUPFx7nphwUg4wTLXwdrwPvRXM02_7C2hj_KYPNmI3dw2LRVCVVbSQvss4miEFrNtOcTZR_S5wHeJsx8z0ya4xZWSoe_ErAwF5plgEY2
no later than 11 am on Tuesday, 25 May 2021 asking for the relevant
details.
The Company will continue to monitor public health guidance and
legislation issued by the UK Government in relation to the COVID-19
pandemic. However, given the constantly evolving nature of the situation,
if it subsequently becomes possible to welcome a number of shareholders
to the venue, attendance in person is likely to be restricted in terms
of numbers and we would therefore still encourage shareholders not to
attend the AGM in person and instead to participate in the meeting
electronically via our video conferencing facility. Should it become
appropriate to revise the current arrangements for the AGM, any such
changes will be notified to shareholders through our website
(www.osb.co.uk) and, where appropriate, by announcement made by the
Company to a Regulatory Information Service.
Yours faithfully
David Weymouth
Chairman
OSB GROUP PLC. Registered in England and Wales (company number
11976839).
Registered office: OSB House, Quayside, Chatham Maritime, Chatham,
United Kingdom, ME4 4QZ
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of OSB GROUP PLC
(the Company) will be held at 90 Whitfield Street, Fitzrovia, London W1T
4EZ on Thursday, 27 May 2021 at 11 am to consider and, if thought fit,
pass the following Resolutions.
Resolutions 1 to 3 and 5 to 11 will be proposed as ordinary resolutions.
Resolutions 12 to 16 will be proposed as special resolutions. Resolution
4 will be proposed as a resolution with the voting thresholds specified
in the explanatory notes accompanying this Notice.
1. To receive the audited financial statements and the Auditor's and
Directors' reports for the year ended 31 December 2020.
2. To approve the Directors' Remuneration Report (excluding the
Directors' Remuneration Policy) for the year ended 31 December 2020.
3. To approve the Directors' Remuneration Policy (as set out in the
Directors' Remuneration Report for the year ended 31 December 2020).
4. To authorise the Company and its subsidiaries to apply a ratio in
relation to the fixed and variable components of remuneration for
individuals whose remuneration is regulated by the Prudential Regulation
Authority's Remuneration Code, such that the variable component of total
remuneration for such an individual does not exceed 200 per cent. of the
fixed component of the total remuneration for that individual.
5. To declare a final dividend of 14.5 pence per ordinary share in
respect of the year ended 31 December 2020.
6. Re-election of Directors.
To re-elect by separate resolutions each of the following individuals as
a Director of the Company:
Independent Non-Executive Directors
(a) John Graham Allatt
(b) Elizabeth Noël Harwerth
(c) Sarah Hedger
(d) Rajan Kapoor
(e) Mary McNamara
Non-Executive Director
(f) David Weymouth
Executive Directors
(g) Andrew Golding
(h) April Talintyre
7. To re-appoint Deloitte LLP as the Auditor of the Company.
8. To authorise the Group Audit Committee to agree the remuneration of
the Auditor.
9. To authorise, in accordance with sections 366 and 367 of the
Companies Act 2006 (the 'Act'), the Company and all companies that are
its subsidiaries, at any time up to the close of business on 30 June
2022 or, if earlier, the conclusion of the Annual General Meeting of the
Company to be held in 2022, to:
1. make political donations to political parties and/or independent election
candidates;
2. make political donations to political organisations other than political
parties; and
3. incur political expenditure;
up to an aggregate total amount of GBP50,000, with the amount authorised
for each of heads (a) to (c) above being limited to the same total.
For the purposes of this authority the terms 'political donation',
'political parties', 'independent election candidates', 'political
organisation' and 'political expenditure' have the meanings given by
sections 363 to 365 of the Act as at the date of this notice of meeting.
10. That the Directors are generally and unconditionally authorised
pursuant to and in accordance with section 551 of the Companies Act 2006
(the 'Act') to exercise all the 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 ('Rights'):
1. up to a maximum aggregate nominal amount of GBP1,493,317.65,
(representing 149,331,765 ordinary shares); and
2. comprising equity securities (within the meaning of section 560 of the
Act) up to a further maximum aggregate nominal amount of
GBP1,493,317.65 (representing 149,331,765 ordinary shares) in connection
with an offer by way of a rights issue:
(i) to ordinary shareholders in proportion (as nearly as may be
practicable) to their existing holdings; and
(ii) to the holders of other equity securities, as required by the
rights of those securities or as the Directors otherwise consider
necessary
and subject to such exclusions or other arrangements as the Directors
may deem necessary or expedient to deal with treasury shares, fractional
entitlements, record dates or legal, regulatory or practical problems
arising under the laws or the requirements of any regulatory body or
stock exchange in any territory or by virtue of shares being represented
by depositary receipts or any other matter.
This authority shall expire at the close of business on 30 June 2022 or,
if earlier, at the conclusion of the Annual General Meeting of the
Company to be held in 2022, save that the Company shall be entitled to
make offers or agreements before the expiry of such authority which
would or might require shares to be allotted or Rights to be granted
after such expiry and the Directors shall be entitled to allot shares
and grant Rights pursuant to any such offer or agreement as if this
authority had not expired; and all authorities vested in the Directors
on the date of the notice of this meeting to allot shares and grant
Rights that remain unexercised at the commencement of this meeting are
hereby revoked.
11. That, in addition to the authority contained in Resolution 10 in
the notice of this meeting, the Directors are generally and
unconditionally authorised pursuant to and in accordance with section
551 of the Companies Act 2006 (the 'Act') to exercise all the 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:
1. up to a maximum aggregate nominal amount of GBP537,594.06 (representing
53,759,406 ordinary shares) in relation to the issue of Regulatory
Capital Convertible Instruments; and
2. subject to applicable law and regulation, at such conversion prices (or
such maximum or minimum conversion prices or conversion price
methodologies) as may be determined by the Directors of the Company from
time to time.
This authority shall expire at the close of business on 30 June 2022 or,
if earlier, at the conclusion of the Annual General Meeting of the
Company to be held in 2022, save that the Company shall be entitled to
make offers or agreements before the expiry of such authority which
would or might require shares to be allotted or rights to be granted
after such expiry and the Directors may allot shares and grant rights to
subscribe for or to convert any security into shares, in pursuance of
any such offer or agreement as if the authority had not expired.
12. That, subject to the passing of Resolution 10 in the notice of this
meeting, the Directors are empowered pursuant to sections 570 and 573 of
the Companies Act 2006 (the 'Act') to allot equity securities (within
the meaning of section 560 of the Act) for cash either pursuant to the
authority conferred by Resolution 10 in the notice of this meeting
and/or by way of a sale of treasury shares as if section 561(1) of the
Act did not apply to any such allotment or sale provided that this power
shall be limited to:
a. the allotment of equity securities and/or the sale of treasury
shares in connection with an offer of or invitation to acquire equity
securities (but in the case of the authority granted under sub-paragraph
(b) of Resolution 10 in the notice of this meeting by way of a rights
issue only):
(i) to the holders of ordinary shares in proportion (as nearly as may
be practicable) to their existing holdings; and
(ii) to the holders of other equity securities, as required by the
rights of those securities or as the Directors otherwise consider
necessary, and subject to such exclusions or other arrangements as the
Directors may deem necessary or expedient to deal with treasury shares,
fractional entitlements, record dates or legal, regulatory or practical
problems arising under the laws of or the requirements of any regulatory
body or stock exchange in any territory or by virtue of shares being
represented by depositary receipts or any other matter; and
b. the allotment of equity securities and/or sale of treasury shares
(otherwise than pursuant to sub-paragraph (a) of this Resolution 12) to
any person or persons up to a maximum aggregate nominal amount of
GBP223,997.52.
Such power shall expire on the revocation or expiry (unless renewed) of
the general authority conferred on the Directors by Resolution 10 in the
notice of this meeting, save that the Company shall be entitled to make
offers or agreements before the expiry of such power which would or
might require equity securities to be allotted after such expiry and the
Directors shall be entitled to allot equity securities pursuant to any
such offer or agreement as if the power conferred hereby had not
expired.
13. That, subject to the passing of Resolution 10 in the notice of this
meeting and in addition to the power contained in Resolution 12 in the
notice of this meeting, the Directors are empowered pursuant to sections
570 and 573 of the Companies Act 2006 (the 'Act') to allot equity
securities (within the meaning of section 560 of the Act) for cash
pursuant to the authority conferred by Resolution 10 in the notice of
this meeting and/or by way of a sale of treasury shares as if section
561(1) of the Act did not apply, provided that this power is:
1. limited to the allotment of equity securities and/or sale of treasury
shares up to an aggregate nominal value of GBP223,997.52; and
2. used only for the purposes of financing (or refinancing, if the power is
to be exercised within six months after the date of the original
transaction) a transaction which the Directors determine 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 the notice of
this meeting.
Such power shall expire on the revocation or expiry (unless renewed) of
the authority conferred on the Directors by Resolution 10 in the notice
of this meeting, save that the Company shall be entitled to make offers
or agreements before the expiry of such power which would or might
require equity securities to be allotted after such expiry and the
Directors shall be entitled to allot equity securities pursuant to any
such offer or agreement as if the power conferred hereby had not
expired.
14. That, subject to the passing of Resolution 11 in the notice of this
meeting and in addition to the powers contained in Resolutions 12 and 13
in the notice of this meeting, the Directors are empowered pursuant to
sections 570 and 573 of the Companies Act 2006 (the 'Act') to allot
equity securities (within the meaning of section 560 of the Act) for
cash either pursuant to the authority conferred by Resolution 11 in the
notice of this meeting and/or by way of a sale of treasury shares as if
section 561 of the Act did not apply to any such allotment or sale.
Such power shall expire on the revocation or expiry (unless renewed) of
the authority conferred on the Directors by Resolution 11 in the notice
of this meeting, save that the Company shall be entitled to make offers
or agreements before the expiry of such power which would or might
require equity securities to be allotted after such expiry and the
Directors shall be entitled to allot equity securities pursuant to any
such offer or agreement as if the power conferred hereby had not
expired.
15. That the Company is generally and unconditionally authorised for
the purpose of section 701 of the Companies Act 2006 (the Act) to make
market purchases (within the meaning of section 693(4) of the Act) of
ordinary shares in the capital of the Company on such terms and in such
manner as the Directors may from time to time determine, provided that:
1. the maximum aggregate number of ordinary shares hereby authorised to be
acquired is 44,799,505;
2. the minimum price (excluding expenses) which may be paid for any such
share is its nominal value;
3. the maximum price (excluding expenses) which may be paid for any such
share is the higher of (i) an amount equal to 5 per cent. above 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 5 business days immediately preceding the day on which such share is
contracted to be purchased; and (ii) the higher of the price of the last
independent trade of an ordinary share and the highest current
independent bid for an ordinary share in the Company on the trading
venues where the market purchases by the Company is carried out;
4. the authority hereby conferred shall expire at the close of business on
30 June 2022 or, if earlier, at the conclusion of the Annual General
Meeting of the Company to be held in 2022 unless previously renewed,
varied or revoked by the Company in general meeting; and
5. the Company may, before this authority expires, make a contract to
purchase its ordinary shares which would or might be executed wholly or
partly after the expiry of this authority, and may purchase its ordinary
shares pursuant to it as if this authority had not expired.
16. 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
Jason Elphick
Group General Counsel and Company Secretary 19 April 2021
Registered Office: OSB House Quayside Chatham Maritime Chatham
United Kingdom ME4 4QZ
EXPLANATORY NOTES
Information about the business to be considered at the AGM is set out
below.
These explanatory notes should be read in conjunction with the 2020
Annual Report and Accounts. This Notice of AGM and the 2020 Annual
Report and Accounts are available at www.osb.co.uk. For the purpose of
this Notice, the issued share capital of the Company with voting rights
on 16 April 2021, being the latest practicable date prior to the
printing of this document, was 447,995,046 ordinary shares of GBP0.01
each.
RESOLUTION 1: 2020 Annual Report and Accounts (ordinary resolution)
The Directors of the Company present the Directors' reports, the
Auditor's report and the audited financial statements of the Company for
the financial year ended 31 December 2020 (the 2020 Annual Report and
Accounts) to the AGM as required by the Companies Act 2006.
The Company proposes an ordinary resolution to receive the 2020 Annual
Report and Accounts and, accordingly, shareholders have the opportunity
to raise any questions on those documents under this Resolution.
RESOLUTION 2: Directors' Remuneration Report (excluding the Remuneration
Policy) for the year ended 31 December 2020 (ordinary resolution)
In accordance with the Companies Act 2006, shareholders are invited to
approve the Directors' Remuneration Report for the year ended 31
December 2020. This consists of the Annual Statement from the Chair of
the Group Remuneration Committee and the Annual Report on Remuneration,
which may be found on pages 146 to 148 and 156 to 167 of the 2020 Annual
Report and Accounts. It details the Directors' remuneration for the year
ended 31 December 2020 and sets out the way in which the Company intends
to implement the proposed new Directors' Remuneration Policy in 2021.
The Auditor has audited those parts of the Directors' Remuneration
Report required to be audited and its report can be found on pages 174
to 187 of the 2020 Annual Report and Accounts. For the purposes of this
Resolution, the Directors' Remuneration Report does not include the
Directors' Remuneration Policy which is the subject of a separate vote
at Resolution 3. The vote on Resolution 2 is advisory only and the
Directors' entitlement to remuneration is not conditional on it being
passed.
RESOLUTION 3: Directors' Remuneration Policy (ordinary resolution)
In accordance with the Companies Act 2006, the Directors' Remuneration
Policy (the Remuneration Policy) is required to be put to shareholders
for approval annually unless the approved Remuneration Policy remains
unchanged, in which case it need only be put to shareholders for
approval at least every three years. The Remuneration Policy was last
approved by shareholders at the AGM of OneSavings Bank plc held in 2020.
As the Company was established as the holding company of the OSB Group
in November 2020, the Remuneration Policy is again subject to approval
by shareholders at the 2021 AGM. The vote on the new Remuneration Policy
is by way of ordinary resolution. It is a binding vote, meaning that
payments to Directors may only be made if they are within the boundaries
of the approved Remuneration Policy. The new Remuneration Policy sets
out how the Company proposes to pay the Directors, including every
element of remuneration to which a Director may be entitled, as well as
how the Remuneration Policy supports the Company's long-term strategy
and performance. It also includes details of the Company's approach to
recruitment and payment for loss of office. Once approved, the Company
will only be able to make remuneration payments to current and
prospective Directors and payments for loss of office to current or past
Directors within the boundaries of the new Remuneration Policy, unless
an amendment to the Remuneration Policy authorising the Company to make
such payments has been approved by a separate shareholder resolution.
If approved by shareholders, the new Remuneration Policy will apply from
the conclusion of the AGM, and it is currently intended that it will
apply for three years until the AGM in 2024 when further shareholder
approval will be sought.
RESOLUTION 4: Variable component of remuneration for Code Staff (please
refer to the explanatory notes accompanying this Notice for the voting
thresholds)
The EU Capital Requirements Directive IV, together with rules made by
the Prudential Regulation Authority (PRA) that implement the Directive
in the UK, place a limit on the ratio of the fixed to variable
components of total remuneration for Remuneration Code Staff (being
those individuals who have a material impact on the Group's risk
profile). Under the PRA Remuneration Code, the variable element of
remuneration for such individuals is capped at 100 per cent. of fixed
remuneration. That cap may, however, be increased to no more than 200
per cent.
Shareholder approval is required to do this.
At the AGM, the Company is seeking shareholder approval to increase the
limit to permit it to award variable remuneration of up to a maximum of
200 per cent. of fixed remuneration for Remuneration Code Staff. The
Group Remuneration Committee strongly believes in pay for performance,
in providing a competitive package that allows the Company to attract
and retain the key talent necessary to deliver the strategy set by the
Board, and in ensuring that fixed costs are appropriately managed whilst
ensuring that variable pay does not incentivise inappropriate risk
taking. The approval sought by this Resolution will enable the Company
to do this. It will also enable the Company to defer a larger quantum of
variable pay that could be subject to performance adjustment (i.e. a
reduction or cancellation of unvested awards,
if appropriate) than would be the case if the variable component of
remuneration was restricted to up to 100 per cent. of the fixed
component of remuneration.
The cap is relevant only to the Group's Remuneration Code Staff. The
Group's Remuneration Code Staff represents only a small percentage (less
than 3 per cent.) of the Group's employees. It is not anticipated that
the passing of this Resolution will have any impact on the Group's
ability to maintain a sound capital base.
The PRA Remuneration Code requires that in order for the cap on variable
remuneration to be increased, it must be approved by a majority of at
least 66 per cent. of the shares represented (in person or by proxy) at
the AGM, provided that at least 50 per cent. of the total shares in the
Company are represented at the meeting. Where less than 50 per cent. of
the total shares in the Company are represented at the meeting, the
increase must be approved by a majority of at least 75 per cent. of the
shares represented (in person or by proxy) at the meeting.
Employees who have an interest in the increased limit in respect of
variable remuneration are not allowed to, and will be instructed not to,
exercise, directly or indirectly, any voting rights they may hold as
shareholders in respect of this Resolution 4.
RESOLUTION 5: Final dividend (ordinary resolution)
A final dividend of 14.5 pence per ordinary share has been recommended
by the Board for the year ended 31 December 2020 and, if approved by
shareholders, will be paid on 2 June 2021 to all shareholders on the
register at the close of business on 16 April 2021.
RESOLUTIONS 6 (a) to (h): Re-election of Directors (ordinary
resolutions)
Resolutions 6 (a) to (h) relate to the retirement and re-election of the
Company's Directors. The Company's articles of association
require each Director to retire at the AGM. This is in line with best
practice recommendations of the Financial Reporting Council's UK
Corporate Governance Code.
The Board has confirmed, following a performance review, that each of
the Directors standing for re-election continues to be an effective
member of the Board, to make a positive contribution and to demonstrate
commitment to his or her role. The Board believes that the considerable
and wide-ranging experience of the Directors will continue to be
invaluable to the Company. The biographies of Directors can be found in
the Appendix to this document and also on the Company's website
www.osb.co.uk.
RESOLUTIONS 7 AND 8: Re-appointment and remuneration of the Auditor
(ordinary resolutions)
The Company is required to appoint an auditor at each general meeting at
which accounts are laid before the Company, to hold office until the
conclusion of the next such meeting. The Group Audit Committee has
recommended to the Board the re-appointment of Deloitte LLP as Auditor
of the Company and has confirmed to the Board that its recommendation is
free from third party influence and that no restrictive contractual
provisions have been imposed on the Company limiting the choice of
auditor. Resolution 7 proposes the re-appointment of Deloitte LLP as the
Auditor of the Company and Resolution 8 authorises the Group Audit
Committee to agree the Auditor's remuneration.
RESOLUTION 9: Authority to make political donations (ordinary
resolution)
In line with the Group's policy, neither the Company nor any of its
subsidiaries made any political donations nor incurred any political
expenditure during 2020. It is not proposed or intended to alter this
policy. However, some of the Group's activities may potentially fall
within the wide definitions of 'political donation' or 'political
expenditure' in the Companies Act 2006 and, without the necessary
statutory authorisation, the Group's ability to communicate its views
effectively to political audiences and to relevant interest groups could
be inhibited. Such activities may include briefings at receptions or
conferences -- when the Group seeks to communicate its views on issues
vital to its business interests -- including, for example, conferences
of a party political nature or of special interest groups in specific
areas.
Accordingly, the Company believes that the authority contained in this
Resolution is necessary to allow it and its subsidiaries to fund
activities which it is in the interests of shareholders that the Company
should support. Such authority will enable the Company and its
subsidiaries to be sure that they do not, because of any uncertainty as
to the bodies or the activities covered by the Companies Act 2006,
unintentionally commit a technical breach of the statutes. Any political
donation made or expenditure incurred under authority of this Resolution
will be disclosed in next year's Annual Report and Accounts.
RESOLUTION 10: Directors' authority to allot shares (ordinary
resolution)
The Directors currently have a general authority to allot new ordinary
shares in the capital of the Company and to grant rights to subscribe
for, or convert any securities into, shares. This authority is, however,
due to expire at the AGM and the Board would like to renew it to provide
the Directors with flexibility to allot new shares and grant rights up
until the Company's next AGM within the limits prescribed by The
Investment Association.
The Investment Association's guidelines on Directors' authority to allot
shares state that the Association's members will regard as routine any
proposal at a general meeting to seek a general authority to allot an
amount up to two-thirds of the existing share capital, provided that any
amount in excess of one-third of the existing share capital is applied
to fully pre-emptive rights issues only. Accordingly, if passed, this
resolution will authorise the Directors to allot (or grant rights over)
new shares in the Company: (i) under an open offer or in other
situations (including a rights issue) up to an aggregate nominal amount
of GBP1,493,317.65 (representing approximately 33 per cent. of the
Company's issued ordinary share capital); and (ii) under a rights issue
only, up to a further aggregate nominal amount of GBP1,493,317.65
(representing approximately 33 per cent. of the Company's issued
ordinary share capital). In each case, the reference to the Company's
issued ordinary share capital is to the issued ordinary share capital as
at 16 April 2021 (being the latest practicable date prior to publication
of this document).
If passed, this authority will expire at the close of business on 30
June 2022 or, if earlier, at the conclusion of the AGM to be held in
2022. The Directors have no present intention of exercising this
authority, however, the Board considers it prudent to maintain the
flexibility that it provides to enable the Directors to respond to any
appropriate opportunities that may arise. The Company did not hold any
shares in treasury as at 16 April 2021.
RESOLUTION 11: Directors' authority to allot shares in relation to the
issue of Regulatory Capital Convertible Instruments (ordinary
resolution)
This Resolution renews the Directors' authority to allot shares or grant
rights to subscribe for or convert any security into ordinary shares up
to an aggregate nominal amount of GBP537,594.06, in connection with the
issue of 'Regulatory Capital Convertible Instruments'. Regulatory
Capital Convertible Instruments are any securities to be issued by the
Company or any member of the Group, or by a Company outside of the Group
with the consent of the Company or a member of the Group and which are
intended on issue to form all or part of a type or class of securities,
the terms of which are eligible to meet any Regulatory Capital
Requirements and which are:
1. convertible into or exchangeable for ordinary shares of the Company; or
2. issued together with share warrants relating to ordinary shares of the
Company;
and in each case, which grant to, or require, the holder of such
security and/or its nominee a right or obligation (as applicable) to
subscribe for such ordinary shares following a specified event relating
to an actual or prospective adverse change in the capital position or
viability of the Company, any member of the Group or the Group as a
whole or any other event specified in the Regulatory Capital
Requirements and otherwise on such terms as may be determined by the
Directors of the Company or a Committee thereof upon issue.
The Board believes it is in the best interests of the Company to have
the flexibility to issue Regulatory Capital Convertible Instruments at
any time and from time to time. The authority sought in this Resolution
will be used as considered desirable to comply with or maintain
compliance with such Regulatory Capital Requirements or targets
applicable to the Company. Regulatory Capital Requirements are specified
by the Prudential Regulation Authority or such other authority having
primary supervisory authority with respect to the Company from time to
time in relation to the margin of solvency, capital resources, capital,
contingent capital or buffer capital of the Company, a member of the
Group or the Group taken as a whole.
The Company intends to seek to renew authority for the issuance of such
Regulatory Capital Convertible Instruments on an annual basis.
The amount of this authority is, in aggregate, equivalent to
approximately 12 per cent of the issued ordinary share capital of the
Company as at 16 April 2021 (being the latest practicable date before
the publication of this document). No ordinary shares were held in
treasury as at that date.
Resolutions 11 and 14 are intended to provide the Directors with the
flexibility to authorise the issue of Regulatory Capital Convertible
Instruments which contain contractual debt to equity conversion
features. The Resolutions are not intended to provide authority for any
future UK statutory conversion requirements as may become part of UK
national law in the future, for which such authority would not be
required.
The authority sought in Resolution 11 is separate and distinct from the
authority sought in Resolution 10 which is the usual authority sought on
an annual basis in line with guidance issued by The Investment
Association. The authority sought in Resolution 11 will expire at the
close of business on 30 June 2022 or, if earlier, at the conclusion of
the AGM to be held in 2022.
RESOLUTIONS 12 and 13: Disapplication of statutory pre-emption rights
(special resolutions)
Resolutions 12 and 13 are special resolutions which, if passed by
shareholders, will enable the Directors to allot ordinary shares in the
Company, and/or to sell any shares out of treasury, for cash, without
first offering those shares to existing shareholders in proportion to
their existing holdings.
The proposed resolutions essentially replicate the powers which were
granted at last year's AGM (and which will expire at the AGM). Such
powers reflect the Statement of Principles published by The Pre-Emption
Group in March 2015, which provides that a company may seek power to
issue, on a non-pre-emptive basis for cash, shares in any one year
representing:
(i) no more than five per cent of the company's issued ordinary share
capital; and (ii) no more than an additional five per cent of the
Company's issued ordinary share capital provided that such additional
power is only used in connection with an acquisition or specified
capital investment.
The 2015 Statement of Principles defines a 'specified capital
investment' as 'one or more specific capital investment related uses for
the proceeds of an issuance of equity securities, in respect of which
sufficient information regarding the effect of the transaction on the
listed company, the assets, the subject of the transaction and (where
appropriate) the profits attributable to them is made available to
shareholders to enable them to reach an assessment of the potential
return'. Items that are regarded as operating expenditure rather than
capital expenditure will not typically be regarded as falling within the
term 'specified capital investment'.
In line with best practice, the Company has structured its pre-emption
disapplication request as two separate resolutions. Resolution 12 is
proposed as a special resolution. If this resolution is passed by
shareholders, it will permit the Directors to allot ordinary shares for
cash on a non pre-emptive basis both in connection with a rights issue
or similar pre-emptive offer and, otherwise than in connection with any
such issue, up to a maximum nominal amount of GBP223,997.52. This amount
represents approximately five per cent of the Company's issued ordinary
share capital as at 16 April 2021 (being the latest practicable date
prior to publication of this document). This resolution will permit the
Directors to allot any such shares for cash in any circumstances
(whether or not in connection with an acquisition or specified capital
investment).
Resolution 13 is also proposed as a special resolution. If this
resolution is passed by shareholders, it will afford the Directors an
additional power to allot ordinary shares for cash on a non pre-emptive
basis up to a further maximum nominal amount of GBP223,997.52. This
amount also represents approximately five per cent of the Company's
issued ordinary share capital as at 16 April 2021. The Directors shall
use any power conferred by Resolution 13 only in connection with an
acquisition or a specified capital investment which is announced
contemporaneously with the issue, or which has taken place in the
preceding six month period and is disclosed in the announcement of the
issue.
The Directors confirm their intention to follow the provisions of the
2015 Statement of Principles regarding cumulative usage of authorities
within a rolling three year period. Those provisions state that a
company should not issue shares for cash representing more than 7.5 per
cent of the company's issued share capital in any rolling three year
period, other than to existing shareholders, without prior consultation
with shareholders. This limit excludes any ordinary shares issued
pursuant to a general disapplication of pre-emption rights in connection
with an acquisition or specified capital investment.
RESOLUTION 14: Disapplication of statutory pre-emption rights in
relation to the issue of Regulatory Capital Convertible Instruments
(special resolution)
Resolution 11 renews the Directors' authority to allot shares or grant
rights to subscribe for or convert any security into ordinary shares up
to an aggregate nominal amount of GBP537,594.06 specifically in
connection with the issue of Regulatory Capital Convertible Instruments.
Resolution 14 proposes that the Directors be empowered to allot equity
securities pursuant to that authority for cash, without first offering
those equity securities to existing shareholders in proportion to their
existing holdings. GBP537,594.06 is equivalent to approximately 12 per
cent of the issued ordinary share capital of the Company as at 16 April
2021 (being the latest practicable date before the publication of this
document).
Renewing this Resolution will permit the Company the flexibility
necessary to allot equity securities pursuant to any proposal to issue
Regulatory Capital Convertible Instruments and, by virtue of such
disapplication, without the need to comply with the pre-emption
requirements of the UK statutory regime. Together with Resolution 11,
Resolution 14 is intended to provide the Directors with the flexibility
to issue Regulatory Capital Convertible Instruments which may convert
into ordinary shares.
Conditional upon the passing of Resolutions 11 and 14, the Directors
would not expect to make use of Resolutions 10 and 12 to issue
Regulatory Capital Convertible Instruments, however they may do so, to
the extent permissible, if deemed appropriate in light of capital
requirements,
market conditions and/or high demand. Any exercise of the authorities in
Resolutions 10 and 12 (if passed) would be separate from, and in
addition to, the exercise of powers under Resolutions 11 and 14 and
would have the effect of diluting the interests of ordinary
shareholders.
RESOLUTION 15: Authority to purchase own shares (special resolution)
Resolution 15 gives the Company authority to buy back its own ordinary
shares in the market as permitted by the Companies Act 2006.
The authority limits the maximum number of shares that could be
purchased to 44,799,505 (representing approximately 10 per cent of the
Company's issued ordinary share capital as at 16 April 2021) and sets
minimum and maximum prices at which shares may be purchased.
This authority will expire at the close of business on 30 June 2022 or,
if earlier, at the conclusion of the AGM to be held in 2022. A listed
company purchasing its own shares may hold those shares in treasury and
make them available for re-sale as an alternative to cancelling them.
Accordingly, if this Resolution is passed, the Company will have the
option of holding, as treasury shares, any of its own shares that it
purchases pursuant to the authority conferred. This would give the
Company the ability to sell treasury shares quickly and cost-effectively
and provide the Company with additional flexibility in the management of
its capital base. No dividends are paid and no voting rights are
attached to shares held in treasury. The Company did not hold any shares
in treasury as at 16 April 2021 (being the latest practicable date
before the publication of this document). As at that date, there were
2,682,968 options to subscribe for ordinary shares in the capital of the
Company, representing 0.60 per cent. of the Company's issued ordinary
share capital. If the full authority conferred by this Resolution were
to be exercised in full, these options would represent 0.67 per cent. of
the issued ordinary share capital of the Company.
The Directors have no present intention of exercising this authority,
but wish to have the flexibility to do so in the future. Shares would
only be purchased if the Directors believed that to do so would result
in an improvement in earnings per share and would be in the interests of
shareholders generally. Any purchases of ordinary shares would be by
means of market purchases on a recognised investment exchange and
purchased shares would be cancelled (in which case the number of shares
in issue would thereby be reduced) or, alternatively, held in treasury,
depending on which course of action is considered by the Directors to be
in the best interests of the shareholders at that time.
RESOLUTION 16: Notice of general meetings (special resolution)
The statutory notice period required for general meetings of the Company
is at least 21 clear days unless shareholders approve a shorter notice
period, which cannot, however, be less than 14 clear days (AGMs will
continue to be held on at least 21 clear days' notice). At last year's
AGM, shareholders passed a resolution enabling the Company to call
general meetings, other than an AGM, on at least 14 clear days' notice.
This approval must be renewed at each AGM, so, in order to preserve this
ability, Resolution 16 seeks such approval. It is intended that the
shorter notice period would not be used as a matter of routine for such
meetings but only where the flexibility is merited by the business of
the meeting and is thought to be in the interests of shareholders as a
whole. If given, the approval will be effective until the Company's next
AGM, when it is intended that a similar resolution will be proposed.
NOTES
1. In light of the public health guidance and legislation issued by the
UK Government in relation to the COVID-19 pandemic which imposes
restrictions on gatherings and travel, and in order to protect the
health and safety of the Company's shareholders and directors, the AGM
will be held as a combined physical and electronic meeting. This means
that shareholders and other attendees will not currently be permitted to
attend the AGM in person, save for such persons nominated by the
Chairman of the meeting in order to establish a quorum. Shareholders'
right to attend the meeting shall be limited to participation through a
video conferencing facility. Shareholders wishing to use the video
conferencing facility should contact the Company by sending an e-mail to
company.secretariat@osb.co.uk
https://www.globenewswire.com/Tracker?data=vCyZkfy6l_CxDQ45tfInBnYEmUPFx7nphwUg4wTLXwdDwWBQqSdGXl_bu-TAZM3uk0RnJOVjuWN_i5NroKiC-R18d2fGvi6N7g4yVnj6_h2DDGX6bIceInt1Y9680aFu
no later than 11 am on Tuesday, 25 May 2021 asking for the relevant
details. The Company strongly encourages all shareholders to submit a
proxy vote in advance of the AGM, appointing the Chairman of the meeting
as their proxy rather than a named person. These notes to the Notice
should be read in this context.
2. Only persons entered on the Register of Members of the Company at
6.30 pm on Tuesday, 25 May 2021 (or, if the AGM is adjourned, at
6.30 pm on the date which is two business days prior to the adjourned
meeting) shall be entitled to attend and vote at the AGM or adjourned
meeting. Changes to entries on the Register of Members 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 AGM or adjourned
meeting. Employee shareholders whose remuneration is regulated by the
Prudential Regulation Authority's Remuneration Code have an interest in
Resolution 4 and should not exercise, directly or indirectly, any voting
rights they may have in respect of the approval sought under Resolution
4. Where possible, any votes cast by them in relation to Resolution 4
will be disregarded.
3. A shareholder entitled to attend and vote at the AGM may appoint
another person as her/his proxy to exercise all or any of her/his rights
to attend, speak and vote at the AGM. A shareholder can appoint more
than one proxy in relation to the AGM, provided that each proxy is
appointed to exercise the rights attached to a different share or shares
held by that shareholder.
4. A proxy does not need to be a shareholder of the Company but must
attend the AGM to represent you. Your proxy could be the Chairman or
another person who has agreed to attend to represent you. If you wish
for a proxy to make any comments on your behalf at the AGM, you will
need to appoint someone other than the Chairman of the meeting and give
them the relevant instructions directly. As explained in paragraph 1
above, shareholders will not currently be permitted to attend the AGM in
person. Accordingly, those submitting a Form of Proxy are strongly
encouraged to appoint the Chairman of the meeting rather than a named
person as their proxy. This will ensure that your vote will be counted.
The valid appointment of a proxy does not prevent you from attending the
AGM and voting in person.
5. A shareholder who wishes to appoint a proxy should complete the Form
of Proxy which accompanies this notice and includes full details of how
to appoint a proxy. If you do not have a Form of Proxy and believe that
you should have one, or if you require additional Forms of Proxy, please
contact Equiniti's helpline on 0371 384 2701 (+44 121 415 7047 if
calling from overseas). Lines are open between 8.30 am and
5.30 pm Monday to Friday (excluding public holidays in England and
Wales). Shareholders who hold their shares in uncertificated form may
use 'the CREST voting service' to appoint a proxy electronically, as
explained below.
6. In order to be valid, a proxy appointment must be returned (together
with any power of attorney or other authority under which it is executed
or a copy of the authority certified in ink by a bank, a stockbroker or
a solicitor) by one of the following methods:
in hard copy form by post, by courier or by hand to the Company's
registrar at the address shown on the Form of Proxy; or
in the case of CREST members, by utilising the CREST voting service in
accordance with the procedures set out in note 9 below.
The appointment of a proxy in each case must formally be received by the
Company's registrar no later than 11 am on Tuesday, 25 May 2021.
You may also appoint your proxy electronically online at
www.sharevote.co.uk where full instructions on the procedure are given.
The Voting ID, Task ID and Shareholder Reference Number printed on the
Form of Proxy will be required to use this electronic proxy appointment
system. Alternatively, shareholders who have already registered with
Equiniti Registrars' online portfolio service, Shareview, can appoint
their proxy electronically by logging on to their portfolio at
www.shareview.co.uk using their user ID and password. Once logged in,
click 'view' on the 'My Investments' page. Click on the link to vote and
follow the on screen instructions.
7. To change your proxy instructions you may return a new proxy
appointment using the methods set out above. Where you have appointed a
proxy using the hard copy Form of Proxy and would like to change the
instructions using another hard copy Form of Proxy, please contact
Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.
The deadline for receipt of proxy appointments (see above) also applies
in relation to amended instructions. Any attempt to terminate or amend a
proxy appointment received after the relevant deadline will be
disregarded. Where two or more valid but differing appointments of proxy
are delivered or (in the case of appointments in electronic form)
received in respect of the same share for use at the same meeting, the
one which is last delivered or, as the case may be, received as
aforesaid (regardless of its date, its date of sending or the date of
its execution) shall be treated as replacing and revoking the other or
others as regards that share. If the Company is unable to determine
either which is last sent or which is last delivered or received, none
of them shall be treated as valid in respect of the relevant share(s).
In the case of joint holders, where more than one of the joint holders
purports to appoint a proxy, only the appointment submitted by the most
senior holder will be accepted. Seniority is determined by the order in
which the names of the joint holders appear in the Company's register of
members in respect of the joint holding (the first-named being the most
senior).
8. A copy of this notice has been sent for information only, to
Nominated Persons (that is, a person who has been nominated by a
shareholder to enjoy information rights under section 146 of the
Companies Act 2006). The rights to appoint a proxy cannot be exercised
by a Nominated Person; they can only be exercised by a shareholder.
However, a Nominated Person may have a right under an agreement with the
shareholder by whom she or he was nominated to be appointed as a proxy
for the AGM or to have someone else so appointed. If a Nominated Person
does not have such a right or does not wish to exercise it, she or he
may have a right under such an agreement to give instructions to the
shareholder as to the exercise of voting rights.
9. 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, which can be viewed at
www.euroclear.com. 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 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's 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
number RA19) by 11 am on Tuesday, 25 May 2021 (the latest time(s) for
receipt of proxy appointments specified in this notice). 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 the
Uncertificated Securities Regulations 2001.
10. CREST members and, where applicable, their CREST sponsors or voting
service providers should note that Euroclear 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
concerned to take (or, if the CREST member is a CREST personal member or
sponsored member or has appointed a voting service provider(s), to
procure that his 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 providers are referred, in particular, to those sections
of the CREST Manual concerning practical limitations of the CREST system
and timings.
11. Voting on all Resolutions will be conducted by way of a poll rather
than a show of hands. This is a more transparent method of voting as
shareholders' votes are to be counted according to the number of shares
held. As soon as practicable following the AGM, the results of the
voting will be announced via a Regulatory Information Service and also
placed on the Company's website:
https://www.globenewswire.com/Tracker?data=rI-Pw8pT-UriMi7uU0XQv4ODtYqD7tmxO8F6JWJEtqS-oUNKsYPQSCn-P0IBlZ2Fz3Xv1X8Qf842i_U8ABglynoysvLB0tR9bhIsZ7LxWzgQTxyHB9vW2vCD5BMVYdc3dATHR-BtSvc8Ups2sMXjIib0gtmMXL9TrT7ZENRn4hg=
osb.co.uk/investors/shareholder-services/.
12. Please note that the Company takes all reasonable precautions to
ensure that no viruses are present in any electronic communication it
sends out but the Company cannot accept responsibility for loss or
damage arising from the opening or use of any email or attachments from
the Company and recommends that shareholders subject all messages to
virus checking procedures prior to use. Any electronic communication
received by the Company, including the lodgment of an electronic proxy
form, that is found to contain any virus will not be accepted.
13. A shareholder of the Company, that is a corporation, may authorise
a person or persons to act as its representative(s) at the AGM. In
accordance with the provisions of the Companies Act 2006, each such
representative may exercise (on behalf of the corporation) the same
powers as the corporation could exercise if it were an individual
shareholder of the Company, provided that they do not do so in relation
to the same shares.
14. Shareholders satisfying the thresholds in section 527 of the
Companies Act 2006 can require the Company to publish a statement on its
website setting out any matter relating to 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 AGM and that the shareholders propose to
raise at the AGM. The Company may not require the shareholders
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 AGM includes any statement that the Company has
been required to publish on its website.
15. Under section 319A of the Companies Act 2006, the Company must,
subject to limited exceptions, answer any question relating to the
business being dealt with at the AGM which is put by a shareholder
attending the AGM. Information relating to the AGM which the Company is
required by the Companies Act 2006 to publish on a website in advance of
the meeting may be viewed at
https://www.globenewswire.com/Tracker?data=rI-Pw8pT-UriMi7uU0XQv4ODtYqD7tmxO8F6JWJEtqS-oUNKsYPQSCn-P0IBlZ2Ftr4aCkfLwEw-39mkAXPQbYPTX9T-9M3JQaN1ZP8gEQ6cCQxyfpScr7hlrcY3-N_0N52wnvtTx8GgZN8t42epwtXEeEABMzPiRpk4DBbVAtc=
osb.co.uk/investors/shareholder-services/. You may not use any
electronic address provided in this notice to communicate with the
Company for any purposes other than those expressly stated.
16. Shareholders have the right to ask questions in relation to the
business of the AGM but no answer need be given if (a) to do so would
interfere unduly with the preparation for the AGM or involve the
disclosure of confidential information, (b) the answer has already been
given on a website in the form of an answer to a question, or (c) it is
undesirable in the interests of the Company or the good order of the AGM
that the question be answered. Shareholders wishing to raise any
questions relating to the business of the AGM may do so by submitting
them to the Company Secretary ahead of the AGM at
company.secretariat@osb.co.uk.
https://www.globenewswire.com/Tracker?data=vCyZkfy6l_CxDQ45tfInBnYEmUPFx7nphwUg4wTLXwcMZkPB6FzvHlgWLjRko4Soh5lf1bb3tecf276wukFY8h5KHEcxWgRF5J-3oOQ8SMQ71JjHT8eUyDkjEhsxtven
You may submit questions until 11 am on 25 May 2021 and the Company will
endeavour to publish and maintain an appropriate summary of responses on
the 'AGM Information' page of its website in advance of the AGM.
Shareholders may not submit questions via the video conferencing
facility during the AGM.
17. As at 16 April 2021 (being the latest practicable date before the
publication of this document), the Company's issued share capital
consisted of 447,995,046 ordinary shares, carrying one vote each. The
Company did not hold any shares in treasury at that date. Therefore, as
at
16 April 2021 the total voting rights in the Company were 447,995,046.
18. Copies of:
-- this Notice;
-- the Form of Proxy;
-- the letters of appointment, service agreements; and
-- the annual report and accounts for the year ended 31 December 2020;
are available for inspection at the Company's registered office during
normal business hours from the date of this Notice until the date of the
AGM (excluding Saturdays, Sundays and public holidays) and will be
available for inspection at the place of the AGM for at least 15 minutes
prior to and after the AGM.
19. The Company may process personal data of attendees at the AGM. This
may include webcasts, photos, recording audio and video links, as well
as other forms of personal data. The Company shall process such personal
data in accordance with its privacy policy, which can be found at
osb.co.uk/privacy-policy/
APPIX
Director Biographies
Name and appointment Committee membership Key skills Experience & qualifications
---------------------- ----------------------- --------------------- -----------------------------------------
John Graham Allatt* Chair of the Graham has A Fellow of the Institute of Chartered
Group Accountants; Graham
Non-Executive Risk and Group significant was involved with housing associations
Director Models and banking, for nearly 30 years
Graham was appointed Ratings credit risk as Treasurer and Board member in
to Committees; and financial the North of England and in London.
a services
the OSB Board member of the experience.
in May 2014. Group Audit Graham As Chair of the Group Risk Committee,
was previously Graham uses his vast
Acting
Committee. Group Credit experience and knowledge to challenge
Director at areas of risk. He participates
Lloyds TSB and regularly during discussions as
Chief Credit a member of the Group Audit Committee
Officer at Abbey and main Board.
National. Prior
to this, he
spent 18 years
in the NatWest
Group culminating
in the role
of Managing
Director, Credit
Risk
at NatWest Markets.
Elizabeth Noël Member of the Noël has Noël was appointed to the
Harwerth* extensive Board of CCFS in June 2017 and
Senior Independent Group Audit, experience in was its Senior Independent Director
Director Group Nomination both the public from August 2017. Noël is
Noël was and sector with a Non-Executive Director of Scotiabank
appointed to the Governance, government bodies Europe plc. She is
Group also a member of the UK Export
Finance Board. She is a
OSB Board and Remuneration and the private former Non-Executive Director of
the position and sector Sirius Minerals plc, Standard
of Senior Independent Group Risk with global Life Aberdeen plc and RSA Insurance
banking Group plc, prior to
Director in October Committees. companies, which which she held a variety of senior
2019. brings valuable roles with Citicorp for 15 years,
insight to Boardroom latterly serving as the Chief Operating
debate. Officer of Citibank International
plc.
Noël's prior non-executive
roles include GE Capital Bank Limited,
Sumitomo Mitsui Banking Corporation
Europe, Avocet Mining, Alent plc,
Corus Group, Logica, The London
Metal Exchange and Standard Life
Assurance Limited.
Sarah Hedger* Member of Group Since joining Sarah has significant capital management
the and mergers
Non-Executive Audit, Board Board, Sarah and acquisitions experience in
Director Integration has provided financial services. She is a qualified
Sarah was appointed and Group Remuneration good chartered accountant. Sarah previously
challenge at held
Board leadership positions at General
Electric for twelve years
to the OSB Board Committees. and Committee in its Corporate, Aviation and
on 1 February meetings. Capital business development teams,
2019. leaving General Electric as Leader
of Business Development and M&A
for its global GE Capital division.
Before General Electric, she worked
at Lazard & Co. Limited for 11
years, leaving as Director, Corporate
Finance, and also spent five years
as an auditor at PwC. Sarah is
an independent Non-Executive Director
of Balta Group NV,
a Belgian company listed on Euronext.
Rajan Kapoor* Chair of the Rajan has wide- Rajan was appointed to the Board
Group of CCFS in September
Non-Executive Audit Committee ranging experience 2016. He was Financial Controller
Director and member of all aspects of the Royal Bank of Scotland (RBS)
Rajan was appointed of the of banking Group and held a number of senior
to the Board Integration, including external finance
positions during a 28-year career
with RBS. Rajan is a Fellow
OSB Board and Group reporting, financial of the Institute of Chartered Accountants
the position and of the
of Chair of the Remuneration, planning and Chartered Institute of Bankers
Group Audit Committee Group Risk analysis, asset in Scotland.
in October 2019. and Group Models and liability
and Ratings management,
Committees. taxation and
stress testing.
He also has
extensive experience
of financial
and regulatory
reporting in
the UK and US
with a strong
background in
internal financial
controls, governance
and compliance.
Name and appointment Committee Key skills Experience & qualifications
membership
---------------------------- ------------------- ---------------------- ----------------------------------------
Mary McNamara* Chair of Group Mary has broad Mary is a Non-Executive Director
of Motorpoint plc. She
Non-Executive Director Remuneration senior management served as a Non-Executive Director
Mary was appointed Committee and experience of Dignity plc and Chair
to the member of Group in of its Remuneration Committee.
the banking She was the CEO of the Commercial
and Division and Board Director of
the Banking
OSB Board in May Nomination finance sectors. Division at Close Brothers Group
2014. and Governance plc. Prior to that, Mary was Chief
Committee. Operating Officer of Skandia, the
European arm of Old Mutual Group.
Mary spent 17 years at GE Capital,
running a number of businesses
including GE Fleet Services Europe
and GE Equipment Finance.
Mary uses her broad experience
as a member of a number of Committees.
She chairs the Group Remuneration
Committee and is an active participant
in all meetings, ensuring that
all points are considered.
David Weymouth Chair of the David uses David has over 40 years' experience
Board his in the financial services
Chairman Integration intricate knowledge industry and has an MBA from the
David was appointed and of the financial University of Exeter. David was
to Group Nomination services industry previously Chief Information Officer
and Governance to at Barclays Bank
plc and Chief Risk Officer at RSA
Insurance Group plc. He sat
the OSB Board in Committees; guide and chair on the Executive Committee of both
September a the companies. He served as
2017 and held the member of the Board effectively. a Non-Executive Director of Bank
position of Chairman Group Remuneration of Ireland (UK) plc. His experience
until October 2019. Committee. as an executive includes a wide
He was re-appointed range of senior roles in operations,
as Chairman on technology, risk and leadership.
4 February 2020. David is also Chairman of Mizuho
International Plc and his other
current non-executive directorships
include Fidelity International
Holdings (UK) Limited and The Royal
London Mutual Insurance Society.
Andrew Golding Member of the Andy has over Andy is a Director of the Building
Board Societies Trust. Andy was
Chief Executive Integration 30 years' experience previously CEO of Saffron Building
Officer Committee. in financial Society and, prior to that he held
Andy was appointed services. senior positions at NatWest, John
to Charcol and
Bradford & Bingley. Andy currently
holds a number of posts
the OSB Board in with industry institutions including
December 2011. membership of the UK Finance Executive
Committee. He has served as a Non-
Executive Director for Northamptonshire
NHS and of Kreditech. Andy served
as a member of the Building Societies
Association's Council and the Financial
Conduct Authority's Small Business
Practitioner Panel.
Andy has an in-depth knowledge
of the business and provides strong
leadership and direction.
April Talintyre Member of the April has broad April was previously an Executive
Director in the Rothesay
Chief Financial Group Models financial services financial services life pensions
Officer and Ratings experience. insurance business of Goldman Sachs
April joined OSB Committee. She has and worked for Goldman Sachs
in May been a member International for over 16 years,
of the including as an Executive
2012 and was appointed Institute of Director in the Controllers Division
to its Board in Chartered Accountants in London and
June 2012. in England New York. April began her career
and Wales since at KPMG in a general audit department.
1992. April has a thorough knowledge
of the business, particularly,
of finance and risk areas.
* Independent Non-Executive
Director
OSB GROUP PLC
OSB House Quayside Chatham Maritime Chatham
United Kingdom ME4 4QZ
+44 (0)1634 835796
www.osb.co.uk
(END) Dow Jones Newswires
April 19, 2021 10:38 ET (14:38 GMT)
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