TIDMOSB
LEI: 213800WTQKOQI8ELD692
OneSavings Bank plc
(the Company)
NOTICE OF ANNUAL GENERAL MEETING
The following regulated information, disseminated pursuant to DTR6.3.5
and LR 9.6.11, comprises the Notice of Annual General Meeting for 2018
which was sent to shareholders of the Company on 29 March 2018. A copy
of the Notice of Annual General Meeting is available at www.osb.co.uk.
Enquiries:
OneSavings Bank plc
Nickesha Graham-Burrell
Deputy Company Secretary
t: 01634 835 796
Brunswick t: 020 7404 5959
Robin Wrench / Simone Selzer
Notes to Editors
About OneSavings Bank plc
OneSavings Bank plc 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. OSB is a specialist
lending and retail savings group authorised by the Prudential Regulation
Authority, part of the Bank of England, and regulated by the Financial
Conduct Authority and Prudential Regulation Authority.
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 and secured funding lines. OSB
originates organically through specialist brokers and independent
financial advisers. It is differentiated through its use of high
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 access to a
securitisation programme and the Term Funding Scheme.
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
OneSavings Bank 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
OneSavings Bank
(incorporated and registered in England and Wales under number 07312896.
Registered office: Reliance House, Sun Pier, Chatham, Kent, ME4 4ET)
Notice of Annual General Meeting
on Thursday, 10 May 2018 at 11 am
at the offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street,
London EC1Y 4AG
LETTER FROM THE CHAIRMAN
29 March 2018
Dear Shareholder
2017 ANNUAL REPORT AND ACCOUNTS AND 2018 ANNUAL GENERAL MEETING
I am pleased to inform you that the 2017 Annual Report and Accounts and
the Notice of the 2018 Annual General Meeting of OneSavings Bank plc
(the 'Company') have now been published. A copy of the 2017 Annual
Report and Accounts for the year ended 31 December 2017 is enclosed with
this document, together with a Form of Proxy to enable you to exercise
your voting rights.
This is my first Annual General Meeting ('AGM') as Chairman of your
Company. The AGM will be held at the offices of Addleshaw Goddard LLP,
Milton Gate, 60 Chiswell Street, London EC1Y 4AG on Thursday, 10 May
2018 at 11 am. Information on how to get to Addleshaw Goddard is
included on the attendance card attached to the Form of Proxy.
The formal notice of AGM is set out on pages 2 to 5 of this document and
contains the proposed Resolutions. Explanatory notes to the business to
be considered are set out from page 6 of this document.
VOTING AT THE AGM
This year, I will 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 increasingly adopted by 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.
ACTION TO BE TAKEN
If you would like to vote on the Resolutions to be proposed at the AGM
but you are unable to attend in person, you can appoint another person
as your proxy to exercise all or any of your rights to attend, vote and
speak at the AGM by using one of the methods set out in the Notes
section on page 10.
Whether or not you propose to attend the AGM, 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, 8 May 2018. 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 page 10. The appointment of a proxy will not
stop you from attending the AGM and voting in person should you so wish.
The results of voting on the Resolutions will be posted on the Company's
website following the conclusion of the meeting.
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).
I look forward to seeing you at the AGM.
Yours faithfully
David Weymouth
Chairman
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of OneSavings
Bank plc (the 'Company') will be held at the offices of Addleshaw
Goddard LLP, Milton Gate, 60 Chiswell Street, London EC1Y 4AG on
Thursday, 10 May 2018 at 11 am to consider and, if thought fit, pass the
following Resolutions.
All Resolutions will be proposed as ordinary resolutions, save for
Resolutions 11 to 15 inclusive which will be proposed as special
resolutions.
1. To receive the audited financial statements and the Auditor's and
Directors' reports for the year ended 31 December 2017.
2. To approve the Directors' Remuneration Report (excluding the Remuneration
Policy) for the year ended 31 December 2017 as set out on pages 81 to 95
of the 2017 Annual Report and Accounts.
3. To approve the Directors' Remuneration Policy set out on pages 83 to 89
of the Directors' Remuneration Report contained in the 2017 Annual Report
and Accounts.
4. To declare a final dividend of 9.3 pence per ordinary share in respect of
the year ended 31 December 2017.
5. Election and re-election of Directors.
To elect by separate resolution the following as an Independent
Non-Executive Director of the Company:
1. David Weymouth
To re-elect by separate resolutions each of the following as a Director
of the Company:
Independent Non-Executive Directors
1. John Graham Allatt
2. Eric Anstee
3. Rodney Duke
4. Margaret Hassall
5. Mary McNamara
Executive Directors
1. Andrew Golding
2. April Talintyre
3. To re-appoint KPMG LLP as the Auditor of the Company.
4. To authorise the Audit Committee to agree the remuneration of the
Auditor.
5. 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'):
6.
a. up to a maximum aggregate nominal amount of GBP814,409; and
b. comprising equity securities (within the meaning of section 560 of
the Act) up to a further maximum aggregate nominal amount of GBP814,409
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 conclusion of the next Annual General
Meeting of the Company, or, if earlier, at the close of business on 30
June 2019, 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.
1. That, in addition to the authority contained in Resolution 8 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.
a. up to a maximum aggregate nominal amount of GBP293,187 in relation
to the issue of Regulatory Capital Convertible Instruments; and
b. 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 conclusion of the next Annual General
Meeting of the Company or, if earlier, at the close of business on 30
June 2019, 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.
1. That, 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 conclusion of the next Annual General Meeting or, if
earlier, up to the close of business on 30 June 2019, are authorised to:
2.
a. make political donations to political parties and/or independent
election candidates;
b. make political donations to political organisations other than
political parties; and
c. 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.
1. That, subject to the passing of Resolution 8 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 8 in the notice of this meeting 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:
2.
a. the allotment of equity securities and 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 8 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 (otherwise than pursuant to sub-paragraph (a) of
this Resolution 11) to any person or persons of equity securities or
sale of treasury shares up to a maximum aggregate nominal amount of
GBP122,161.
Such power shall expire on the revocation or expiry (unless renewed) of
the general authority conferred on the Directors by Resolution 8 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.
1. That, subject to the passing of Resolution 8 in the notice of this
meeting and in addition to the power contained in Resolution 11 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 8 in the notice of this
meeting 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:
2.
a. limited to the allotment of equity securities or sale of treasury
shares up to an aggregate nominal value of GBP122,161; and
b. 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 8 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.
1. That, subject to the passing of Resolution 9 in the notice of this
meeting and in addition to the powers contained in Resolutions 11 and 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
either pursuant to the authority conferred by Resolution 9 in the notice
of this meeting 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 9 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.
1. 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 of GBP0.01 each in the capital of the Company on such
terms and in such manner as the Directors may from time to time determine,
provided that:
2.
a. the maximum aggregate number of ordinary shares hereby authorised
to be acquired is 24,432,250;
b. the minimum price (excluding expenses) which may be paid for any
such share is GBP0.01;
c. the maximum price (excluding expenses) which may be paid for any
such share is the higher of (i) an amount equal to 5% 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 five
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;
d. the authority hereby conferred shall expire at the conclusion of
the next Annual General Meeting or, if earlier, at the close of business
on 30 June 2019 unless previously renewed, varied or revoked by the
Company in general meeting; and
e. 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.
15. 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
29 March 2018
Registered Office:
Reliance House
Sun Pier
Chatham
Kent ME4 4ET
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 2017
Annual Report and Accounts. This Notice of AGM and the 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 23 March
2018, being the latest practicable date prior to the printing of this
document, was 244,322,500 ordinary shares of GBP0.01 each.
RESOLUTION 1: 2017 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 2017 (the '2017 Annual Report and
Accounts') to the AGM as required by the Companies Act 2006.
In accordance with the UK Corporate Governance Code, the Company
proposes, as an ordinary resolution, a resolution on the 2017 Annual
Report and Accounts and shareholders may raise any questions on the 2017
Annual Report and Accounts under this Resolution.
RESOLUTION 2: Directors' Remuneration Report (excluding the Remuneration
Policy) for the year ended 31 December 2017 (ordinary resolution)
In accordance with the Companies Act 2006, shareholders are invited to
approve the Directors' Remuneration Report for the year endedn31
December 2017. This consists of the Annual Statement from the Chair of
the Remuneration Committee and the Annual Report on Remuneration, which
may be found on pages 81 to 95 of the 2017 Annual Report and Accounts.
It details the Directors' remuneration for the year ended 31 December
2017 and sets out the way in which the Company intends to implement the
Directors' Remuneration Policy in 2018. The Auditor has audited those
parts of the Directors' Remuneration Report required to be audited and
its report can be found on pages 99 to 106 of the 2017 Annual Report and
Accounts. 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 'Policy') is required to be put to shareholders for approval
annually unless the approved Policy remains unchanged, in which case it
need only be put to shareholders for approval at least every three
years. As the Policy was last approved at the 2015 AGM it is subject to
approval by shareholders at the 2018 AGM. The vote on the new 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 Policy. The 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 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
Policy, unless the payment is approved by a separate shareholder
resolution. If approved by shareholders, the Policy will apply from the
conclusion of the AGM and it is currently intended that the new Policy
will apply for three years until the AGM in 2021.
Given the interests of the Directors in the Policy, the Directors have
agreed that they will not vote on this resolution.
RESOLUTION 4: Final dividend (ordinary resolution)
A final dividend of 9.3 pence per ordinary share has been recommended by
the Board for the year ended 31 December 2017 and, if approved by
shareholders, will be paid on 16 May 2018 to all shareholders on the
register at the close of business on 23 March 2018.
RESOLUTIONS 5 (a) to (h) Election and Re-election of Directors (ordinary
resolutions)
Resolutions 5 (a) to (h) relate to the retirement and election or
re-election of the Company's Directors. The Company's articles of
association require a Director who has been appointed by the Board
during the year to retire at the Annual General Meeting next following
his or her appointment. David Weymouth has been appointed since the last
Annual General Meeting. Consequently, he will retire from office at the
AGM and is seeking election as an independent Non- Executive Director.
The Company's articles of association also require any Director who has
not been elected or re-elected by the Company's shareholders at either
of the two preceding Annual General Meetings to retire at the next
Annual General Meeting. Notwithstanding the provisions of the Company's
articles of association, the Board has determined that, in line with
best practice recommendations of the UK Corporate Governance Code for
FTSE 350 companies, each of the remaining Directors shall retire from
office at the AGM and each shall stand for re-election by the
shareholders, with the exception of Andrew Doman who will step down from
the Board at the conclusion of the AGM.
The Board has confirmed, following a performance review, that each of
the Directors standing for election or 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.
As required by the Listing Rules, the Company confirms the following:
1. There are no previous relationships, transactions or arrangements between
any of the Directors and the Company.
2. The effectiveness of all the Company's Directors is assessed as part of
the Board performance evaluation process. Each of the independent
Non-Executive Directors possesses a wide range of skills and expertise
(as noted in the Appendix to this document) that is highly valued by the
Board. The independent Non-Executive Directors continue to contribute
effectively to the operation of the Board and to demonstrate commitment
to their roles.
3. The Company assesses the independence of its Non-Executive Directors in
accordance with the recommendations of the UK Corporate Governance Code.
The Company determined that the independent Non-Executives Directors were
independent on their appointment to the Board and ensures that they
remain independent by periodically reviewing their character and
judgment.
4. The Nomination and Governance Committee is responsible for keeping the
size, structure and composition of the Board under review. By reference
to the Company's requirements, the Nomination and Governance Committee is
responsible for identifying, evaluating and recommending candidates for
appointment to the Board. The selection process involves establishing the
criteria for any new Director appointment, the briefing of an independent
recruitment consultancy that is engaged to provide a shortlist of
suitable candidates, the consideration by the Nomination and Governance
Committee of potential candidates, followed by interviews with
Non-Executive Directors and senior management. The Nomination and
Governance Committee will then make any appointment recommendations to
the Board. This procedure was followed in the recruitment of David
Weymouth during the year.
RESOLUTIONS 6 AND 7: Appointment and remuneration of the Auditor
(ordinary resolutions)
The Company is required to appoint the 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 Audit Committee has recommended
to the Board the re-appointment of KPMG 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 6 proposes the re-appointment of KPMG LLP as the Auditor of
the Company and Resolution 7 authorises the Audit Committee to agree the
remuneration of the Auditor.
RESOLUTION 8: 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 Annual General Meeting 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 GBP814,409 (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 GBP814,409 (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 23 March
2018 (being the latest practicable date prior to publication of this
document).
If passed, this authority will expire at the conclusion of the Annual
General Meeting in 2019 or, if earlier, at the close of business on 30
June 2019. 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 23 March 2018.
RESOLUTION 9: 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 GBP293,187 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.
a. convertible into or exchangeable for ordinary shares of the
Company; or
b. 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 other such 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% of the issued ordinary share capital of the Company as at 23 March
2018 (being the latest practicable date before the publication of this
document). No ordinary shares were held in treasury as at that date.
Resolutions 9 and 13 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 9 is separate and distinct from the
authority sought in Resolution 8 which is the usual authority sought on
an annual basis in line with guidance issued by The Investment
Association. The authority will expire at the conclusion of the Annual
General Meeting in 2019 or, if earlier, at the close of business on 30
June 2019.
RESOLUTION 10: Authority to make political donations (ordinary
resolution)
Neither the Company nor any of its subsidiaries made any political
donations during 2017. It is not proposed or intended to alter the
Company's policy of not making political donations, within the normal
meaning of that expression. However, some of the Company's activities
may potentially fall within the wide definition of a political donation
in the Companies Act 2006 and, without the necessary statutory
authorisation, the Company'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 Company 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
expenditure which may be incurred under authority of this Resolution
will be disclosed in next year's annual report and accounts.
RESOLUTIONS 11 and 12: Disapplication of statutory pre-emption rights
(special resolutions)
Resolutions 11 and 12 are special resolutions which, if passed by
shareholders, will enable the Directors to allot ordinary shares in the
Company, or to sell any shares out of treasury, for cash, without first
offering those shares to existing shareholders in proportion to their
existing holdings.
In March 2015, the Pre-Emption Group published a revision of its
Statement of Principles. In addition to restating the customary five per
cent. limit on the issuance of shares for cash on a non pre-emptive
basis, the 2015 Statement of Principles introduced greater flexibility
for companies to undertake non pre-emptive issues for cash in connection
with acquisitions and specified capital investments. This relaxation
allows companies the opportunity to finance expansion opportunities as
and when they arise.
The 2015 Statement of Principles provides that a company may now seek
power to issue on a non pre-emptive basis for cash shares representing:
1. no more than five per cent of the company's issued ordinary share capital
in any one year; and
2. 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 11 is
proposed as a special resolution. If this resolution is passed by
shareholders, it will permit the Directors to allot ordinary shares on a
non pre-emptive basis and for cash (otherwise than in connection with a
rights issue or similar pre-emptive issue) up to a maximum nominal
amount of GBP122,161. This amount represents approximately five per cent
of the Company's issued ordinary share capital as at 23 March 2018
(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 12 is also proposed as a separate special resolution.
If this resolution is passed by shareholders, it will afford the
Directors an additional power to allot ordinary shares on a non
pre-emptive basis and for cash up to a further maximum nominal amount of
GBP122,161. This amount also represents approximately five per cent of
the Company's issued ordinary share capital as at 23 March 2018. The
Directors shall use any power conferred by Resolution 12 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 Principles provide that a
company should not issue shares for cash representing more than 7.5% 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 13: Disapplication of statutory pre-emption rights in
relation to the issue of Regulatory Capital Convertible Instruments
(special resolution)
Resolution 9 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 GBP293,187 specifically in connection
with the issue of Regulatory Capital Convertible Instruments. Resolution
13 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. GBP293,187 is equivalent to approximately 12% of the issued
ordinary share capital of the Company as at 23 March 2018 (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 9,
Resolution 13 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 9 and 13, the Directors
would not expect to make use of Resolutions 8 and 11 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 8 and 11 (if passed) would be separate from, and in addition
to, the exercise of powers under Resolutions 9 and 13 and would have the
effect of diluting the interests of ordinary shareholders.
RESOLUTION 14: Authority to purchase own shares (special resolution)
Resolution 14 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 24,432,250 (representing approximately 10% of the Company's
issued ordinary share capital as at 23 March 2018) and sets minimum and
maximum prices at which shares may be purchased.
This authority will expire at the conclusion of the Annual General
Meeting of the Company in 2019 or, if earlier, at the close of business
on 30 June 2019. 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 23 March
2018 (being the latest practicable date before the publication of this
document). As at 23 March 2018, there were 1,374,686 options to
subscribe for ordinary shares in the capital of the Company,
representing 0.56% 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 0.63% of the issued ordinary share
capital of the Company. The Directors have no present intention of
exercising the authority to purchase the Company's ordinary shares for
cancellation, but may purchase shares to be held in treasury.
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.
RESOLUTION 15: Notice of general meetings (special resolution)
Changes made to the Companies Act 2006 by the The Companies
Shareholders' Rights Regulations 2009 increase the notice period
required for general meetings of the Company to at least 21 clear days
unless shareholders approve a shorter notice period, which cannot
however be less than 14 clear days (Annual General Meetings will
continue to be held on at least 21 clear days' notice). At last year's
Annual General Meeting, shareholders passed a resolution enabling the
Company to call general meetings, other than an Annual General Meeting,
on at least 14 clear days' notice. This approval must be renewed at each
Annual General Meeting, so, in order to preserve this ability,
Resolution 15 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 Annual
General Meeting, when it is intended that a similar resolution will be
proposed.
NOTES
1. Only persons entered on the register of shareholders of the Company at
6.30 pm on Tuesday, 8 May 2018 (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 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.
2. 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.
3. 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. The valid appointment of a proxy does not prevent
you from attending the AGM and voting in person.
4. 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.
5. 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 electronic
proxy appointment service in accordance with the procedures set
out in note 8 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, 8 May 2018.
1. 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 separate appointments of proxy are received in
respect of the same share in respect of the same meeting, the one which
is last sent shall be treated as replacing and revoking the other or
others. If the Company is unable to determine which is last sent, the one
which is last received shall be so treated. If the Company is unable to
determine either which is last sent or which is last received, none of
them shall be treated as valid in respect of the relevant share(s).
2. 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 s/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, s/he may have a right under such an agreement to
give instructions to the shareholder as to the exercise of voting rights.
3. 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, 8 May 2018 (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 regulation 35(5)(a) of
the CREST Regulations.
4. 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.
5. 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: www.osb.co.uk on the 'Shareholder Services' page.
6. Please note that the Company takes all reasonable precautions to ensure
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 the shareholders subject all messages to virus checking
procedures prior to use. Any electronic communication received by the
Company, including the lodgement of an electronic proxy form, that is
found to contain any virus will not be accepted.
7. A shareholder of the Company, which 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.
8. 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 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.
9. 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 www.osb.co.uk on the 'Shareholder Services' page. You may
not use any electronic address provided in this notice to communicate
with the Company for any purposes other than those expressly stated.
10. As at 23 March 2018 (being the latest practicable date before the
publication of this document), the Company's issued share capital
consisted of 244,322,500 ordinary shares, carrying one vote each. The
Company did not hold any shares in treasury at that date. Therefore as at
23 March 2018 the total voting rights in the Company were 244,322,500.
11. The doors will open at 10.30 am and you may wish to arrive by 10.45 am to
enable you to take your seat in good time.
12. If you have any special needs or require wheelchair access to the AGM
venue, please contact Loraine Nelson, loraine. nelson@osb.co.uk or 01634
821 321 in advance of the AGM.
APPIX
Director Biographies
Appointment Committee Key skills Experience &
membership qualifications
David Weymouth* David was appointed to the Board in September 2017. Member of David has nearly 40 years' experience in David was previously Chief Information Officer at
Chairman the the financial services industry and has Barclays Bank plc and Chief Risk Officer at RSA Insurance
Nomination a degree in modern languages from University College Group plc. He sat on the Executive Committee of both
and London and an MBA from the University companies. His experience as an executive includes
Governance of Exeter. a wide range of senior roles in operations, technology,
Committee risk and leadership. 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. He also served on the Board of Bank of Ireland
(UK) plc until November 2017.
Andrew Golding Andy was appointed to the Board in December 2011. None. Andy has over 30 years' experience in financial services. Andy was previously CEO of Saffron Building Society,
Chief Executive where he had been since 2004. Prior to that he held
Officer senior positions at NatWest, John Charcol and Bradford
& Bingley. He was a Non-Executive Director of Kreditech
until November 2017. He currently holds a number of
posts with industry institutions including membership
of the Council of Mortgage Lenders Executive Committee.
He is also a Director of the Building Societies Trust
and has also served as a Non-Executive Director for
Northamptonshire NHS.
April Talintyre April joined the Bank in May 2012 and was appointed Member of April has broad financial services experience. April was previously an Executive Director in the
Chief Financial to the Board in June 2012. the Risk She has been a member of the Institute of Chartered Rothesay Life pensions insurance business of Goldman
Officer Committee. Accountants in England and Wales since 1992. Sachs and worked for Goldman Sachs International for
over 16 years, including as an Executive Director
in the Controllers division in London and New York.
April began her career at KPMG in a general audit
department.
Margaret Hassall* Margaret was appointed Member of Margaret brings a broad range of experience developed Margaret spent seven years working for Deloitte and
Non-Executive to the Board in July 2016. the Audit across various industry Touche as a consultant and led the financial services
Director and Risk sectors including manufacturing, utilities, and financial consulting business for Charteris Plc. More latterly
Committees. services. Margaret has been engaged as chief operations officer
or chief information officer for divisions within
some of the world's largest banks, namely Bank of
America Merrill Lynch, Barclays and RBS. Margaret
is a Non-Executive director for Ascension Trust (Scotland).
Rodney Duke* Rod was appointed to Chair of the Nomination and Governance Committee and Rod has extensive experience in operations, investments, Rod was previously Group General Manager, HSBC with
Senior Independent Non-Executive the Board in July 2012 member of the Remuneration Committee. risk management and corporate finance across retail responsibility for UK distribution - branches, call
Director and was appointed Senior Independent Director and commercial banking. centres and internet banking - for both personal and
in 2014. commercial customers. Rod was with HSBC for 33 years.
Previous directorships include VISA (UK), HFC Bank
plc and HSBC Life. He also served on the Board of
Alliance & Leicester plc until its takeover by Santander.
Rod is a Fellow of the Institute of Financial Services.
Mary McNamara* Mary was appointed to the Board in May 2014. Chair of Remuneration Committee and member of Risk Mary has broad senior management experience in the Mary is a Non-Executive Director of Dignity plc and
Non-Executive and Nomination and Governance Committees. banking and finance sectors. Motorpoint plc. She was previously CEO of the Commercial
Director Division and Board Director of the Banking Division
at Close Brothers Group plc. Prior to that, Mary was
Chief Operating Officer of Skandia, the European arm
of Old Mutual Group and prior to that, Mary spent
17 years at GE Capital, running a number of businesses
including GE Fleet Services Europe and GE Equipment
Finance.
John Graham Allatt* Graham was appointed to the Board in May 2014. Chair of the Risk Committee and member of the Audit Graham has significant banking and credit risk experience Graham was previously Acting Group Credit Director
Non-Executive Committee. and financial services experience. at Lloyds TSB and Chief Credit Officer at Abbey National.
Director Prior to this he spent 18 years in the NatWest Group
culminating in the role of Managing Director, Credit
Risk at NatWest Markets. A Fellow of the Institute
of Chartered Accountants, Graham is Deputy Chairman
of the Friends of the British Library and was involved
in housing associations for nearly 30 years as Treasurer
and Board member in the North of England and in London.
Eric Anstee* Eric was Chair of the Audit Committee and member of the Risk Eric has extensive corporate finance and Mergers & Eric was Chairman of CPP Group plc from 2014 to 2015.
Non-Executive appointed Committee. Acquisitions experience over a Prior to this he was Chief Executive of the City of
Director to the broad range of London Group plc, the first Chief Executive of the
Board in business sectors. Institute of Chartered Accountants in England and
December He is a member of the Takeover Panel Appeals Board Wales and Group Finance Director of Old Mutual plc.
2015. and Visiting Professor, London Metropolitan University Eric was also Group Finance Director at The Energy
Business School. Group plc and advisor to Lord Hanson on the demerger
of Hanson plc. Prior to this Eric spent 17 years at
Ernst & Young. Eric is also a Non-Executive director
of Sun Life Financial of Canada Limited and Insight
Asset Management Limited.
*. Independent Non-Executive Director
OneSavings Bank plc
Reliance House
Sun Pier Chatham
Kent ME4 4ET
+44 (0)1634 835796
www.osb.co.uk
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: OneSavings Bank plc via Globenewswire
http://www.osb.co.uk/
(END) Dow Jones Newswires
March 29, 2018 09:15 ET (13:15 GMT)
Copyright (c) 2018 Dow Jones & Company, Inc.
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