29 April 2020
Howdens announces the following changes to the format of its Annual General Meeting (“AGM”) to be held at 11.00am on Thursday, 7 May 2020.
CHANGE OF VENUE
Following the issuance of the UK Government’s ‘Stay at Home’ measures (the “Government’s Measures”) on Monday, 23 March 2020, and the subsequent extension of the Government’s Measures on 16 April 2020, the Board of Directors (the “Board”) has resolved, in accordance with Article 67 of the Company’s Articles of Association (the “Articles”), that the AGM will no longer be held at the venue stated in the 2020 Notice of AGM (dated 18 March 2020) (the “Notice”). The AGM will now be held at the Company’s registered office, 40 Portman Square, London, W1H 6LT.
Under the Government’s Measures, public gatherings of more than two people are not permitted. Therefore, the AGM will be convened with the minimum quorum of two shareholders (or their corporate representatives or proxies) as set out in Article 71 of the Articles, being the Company Secretary, Forbes McNaughton, and the Deputy Chief Executive & Chief Financial Officer, Mark Robson. Their attendance at the AGM to form the quorum for the meeting is essential for work purposes and is therefore permitted under the Government’s Measures. The AGM will comprise only the formal business of the AGM as set out in the Notice.The Board has nominated Mark Robson to chair the AGM.
No other shareholders are permitted to attend the AGM and any shareholder attempting to do so will be refused entry (in line with the Government’s Measures and the Chair’s powers under Article 70 of the Articles).
As shareholders cannot attend the AGM in person, we urge all our shareholders to register their proxy appointment electronically through the Company’s Registrar's website www.shareview.co.uk/4/Info/Portfolio/default/en/Home/Shareholders/Pages/Sharevote.aspx by 11.00am on Tuesday, 5 May 2020. Shareholders should appoint the Chair of the meeting (and not any named individual) to act as their proxy, otherwise their votes will be incapable of being cast. If any shareholders have appointed a proxy other than the Chair of the meeting, they should submit a revised Proxy Form by the deadline stated above.
Shareholders may also print a copy of the Proxy Form from the Company’s website and return this by way of scan or photograph to [email protected]. If shareholders prefer to return a hard copy Form of Proxy, they should do so in accordance with the instructions on the Proxy Form, which was distributed with the Notice of AGM. If you are the beneficial owner of shares who has been nominated by a registered holder to enjoy information rights, you should contact the registered shareholder (the custodian or broker) who looks after your investments in the Company on your behalf, in order to vote your shares.
The Board recommends voting in favour of all the resolutions contained in the Notice, with the exception of Resolution 3 regarding the payment of the Final Dividend. As announced on 26 March 2020, the Board has withdrawn its recommendation for the Final Dividend and accordingly Resolution 3 will not be proposed at the AGM. A vote in favour of all resolutions (with the exception of Resolution 3) is, in the Board’s opinion, in the best interests of the Company and its shareholders as a whole.
The Board understands that the AGM serves as a forum for shareholders to raise questions and provide feedback to the Board. Therefore, shareholders are asked to submit any questions they may have for the Board by email to [email protected](please include a Shareholder Reference Number in any correspondence) or using the submission form available on the corporate website (www.howdenjoinerygroupplc.com/agm). Questions received, and their corresponding answers, will be published on the corporate website in addition to the responses being sent to the relevant shareholder on an individual basis.
The Board will continue to keep Government guidance under review and may, if necessary, make further changes to the arrangements for the AGM. Further announcements and information will be provided as required and shareholders should continue to monitor the AGM page (www.howdenjoinerygroupplc.com/agm) on the Company’s corporate website.
Forbes McNaughton, Company Secretary
+44 207 535 1137
Caitlin Slatter, Senior Assistant Company Secretary
+44 207 535 1151