IPL Plastics Public Limited Company (the Company )

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other professional adviser immediately. If you have sold or transferred your entire holding of Ordinary Shares in IPL Plastics Public Limited Company (the Company ), please pass this document, together with the enclosed proxy form, to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee. IPL Plastics Public Limited Company (the Company ) Notice of 2018 Annual General Meeting 1

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3 IPL Plastics plc (Incorporated in Ireland with limited liability under the Companies Act. Registered no ) Registered Office: Huguenot House, St. Stephen s Green, Dublin 2 Directors: Hugh McCutcheon (Interim Chairman) Alan Walsh* Pat Dalton* Rose Hynes Geoff Meagher Alain Tremblay *Executive Director Company Secretary: Susan Holburn 4 April 2018 IPL Plastics plc ( IPL Plastics or the Company ) - Annual General Meeting 2018 Dear Shareholder I enclose Notice of the Annual General Meeting of the Company (the AGM ) together with the IPL Plastics 2017 Annual Report and invite you to join me on Thursday, 17th May 2018 at a.m. at The Westbury, Grafton Street, Dublin 2. The following outlines the resolutions to be proposed at the forthcoming Annual General Meeting: Ordinary Business Resolution 1 receipt and consideration of the financial statements This is an ordinary resolution to receive and consider the financial statements for the year ended 31 December The Directors will present at the AGM the financial statements including the directors and auditors reports. Resolution 2(a) and 2(b) re- election of Mr Hugh McCutcheon and Mr Pat Dalton as Directors These are ordinary resolutions to consider the re-election of Mr Hugh McCutcheon and Mr Pat Dalton who are retiring in accordance with Article 93 of the Articles of Association of the Company and who being eligible have offered themselves for re-election. Hugh McCutcheon (64) was co-opted to the Board on 19 January He has extensive capital markets experience and M&A advisory experience for public and private companies across a broad range of industries including manufacturing, financial services, construction, pharma, food, oil and gas mining and government. He has a degree in Economics from Trinity College, Dublin. He is Chairman of the Remuneration Committee and Nominations Committee and a member of the Audit Committee. Hugh is a Chartered Accountant and was formerly head of corporate finance at Davy. He joined Davy in 1989 from PwC, where he qualified as a Chartered Accountant in Hugh is the Senior Independent Director of Origin Enterprises plc. Hugh is also an Alternate Director at the Irish Takeover Panel. Pat Dalton (52) (FCA, AITI) joined the Group in 2012 as Chief Financial Officer, and was appointed as an Executive Director to the Board on 31 December Pat worked for GPA Group plc from 1992 and was appointed CFO of debis AirFinance B.V, which acquired GPA Group plc in He was then CFO of Bord Gáis Éireann from 2002, before joining Menolly Property as CFO in Pat is a graduate of University College Dublin. The Company can confirm that each of the Directors continues to perform effectively and demonstrates commitment to the role. The Board recommends the re-election of the Directors who are standing for re-election. 3

4 Resolution 3 Re-election of Mr Alain Tremblay as a Director This is an ordinary resolutions to consider the election of Mr Alain Tremblay who since the last AGM of the Company was co-opted to the Board and who will retire and offer himself for election in accordance with Article 97 of the Articles of Association of the Company. Alain Tremblay (55) was co-opted to the Board on 2 January 2018 and is a Non-Independent Non-Executive Director representing La Casse de dépôt et placement du Québec ( CDPQ ), the Group s largest shareholder. Alain is currently Investment Manager, Private Equity at CDPQ since 1998, specialising in distribution, manufacturing and services. He manages a portfolio of over CAD$5Bn and is a seasoned investor who has realised many investments in equity and mezzanine debt in mid to large cap companies across North America and Europe. Alain has previously served on several Boards, including Groupe Canam, Camso, Laureate Education, Rexel and St-Georges University. Alain brings over 30 years of experience in financial institutions such as the Bank of Montreal, Toronto Dominion Bank, Fonds del solidarité FTQ and Crédit industriel Desjardins. He has completed a Bachelor s and Master s degree in Business Administration at HEC Montreal and is a member de l orde des Comptables Professionnels Agréés du Québec (CPA, CGA). Resolution 4 Auditors remuneration The Directors are seeking to renew their authority to fix the remuneration of the Auditors for the year ending 31 December Resolution 4 is an ordinary resolution. Special Business Resolution 5 Directors power to allot shares As routine, Shareholders are being asked to renew the Directors authority to allot and issue relevant securities (essentially Ordinary Shares in the Company). This authority will be limited to the allotment of relevant securities up to an aggregate nominal value of 688,600 (representing, in line with corporate governance best practice, approximately one third of the Company s issued ordinary share capital as at the last practicable date before the issue of this circular). If adopted, this authority will expire on the earlier of the close of business on 17 August 2019 and the date of the Annual General Meeting of the Company in The Directors have currently no intention to issue shares or other relevant securities pursuant to this authority. Resolution 5 is an ordinary resolution. Resolution 6 Dis-application of pre-emption rights As routine, Shareholders are also being asked to renew the Directors authority to dis-apply statutory pre-emption provisions in the event of a rights issue or other pro rata offer of equity securities to shareholders or other issue of equity securities for cash up to an aggregate nominal value of 103,297 (representing approximately 5% of the Company s issued ordinary share capital as at the last practicable date before the issue of this circular). If adopted, this authority will expire on the earlier of the close of business on 17 August 2019 and the date of the Annual General Meeting of the Company in The Directors have currently no intention to issue shares or other equity securities pursuant to this power. Resolution 6 is a special resolution requiring the approval by 75% of the votes cast by Shareholders voting in person or by proxy at the AGM. Action to be taken Your participation at the AGM is important for the Company, and I would encourage every shareholder to take part in the meeting, either by attending the AGM or (if you are not able to attend) by casting your vote by proxy. 4

5 You will find a Form of Proxy accompanying this document for use in connection with the AGM. The Form of Proxy should be completed and returned as soon as possible to our Registrars, Computershare Investor Services (Ireland) Limited, P.O. Box 954, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland and in any event, in order to be valid, so as to arrive not later than a.m. on 15 May The lodging of a Form of Proxy will not preclude a shareholder from attending and voting in person at the AGM. Recommendation The Directors believe that the resolutions to be proposed at the AGM, as set out in the attached Notice, are in the best interests of the Company and its Shareholders. Accordingly, the Directors recommend that you vote in favour of these resolutions, as they intend to do in respect of their own shareholdings in the Company. Yours faithfully Hugh McCutcheon Interim Chairman 5

6 IPL PLASTICS PUBLIC LIMITED COMPANY NOTICE OF ANNUAL GENERAL MEETING NOTICE is hereby given that the Annual General Meeting of the Company will be held on 17th May 2018 at a.m. at The Westbury, Grafton Street, Dublin 2 for the following purposes: Ordinary Business:- 1. As an ordinary resolution (Resolution 1) Following a review of the Company s affairs, to receive and consider the Financial Statements for the year ended 31 December 2017 and the reports of the Directors and Auditors thereon. 2. As ordinary resolutions (Resolutions 2(a) and 2(b)) To re-elect the following who retire in accordance with Article 93 of the Articles of Association and, being eligible, offer themselves for re-election (as separate resolutions):- (a) Mr Hugh McCutcheon; and (b) Mr Pat Dalton. 3. As an ordinary resolution (Resolution 3) To elect Mr Alain Tremblay who retires in accordance with Article 97 of the Articles of Association and being eligible offers himself for election. 4. As an ordinary resolution (Resolution 4) To authorise the Directors to fix the remuneration of the Auditors for the year ending 31 December As an ordinary resolution (Resolution 5) That the Directors be and they are hereby generally and unconditionally authorised (without prejudice to any existing such authority) pursuant to section 1021 of the Companies Act 2014 to exercise all the powers of the Company to allot relevant securities (within the meaning of the Companies Act 2014) up to an aggregate nominal amount equal to 688,600. The authority hereby conferred shall expire at the earlier of the close of business on the date of the next annual general meeting of the Company after the passing of this resolution and the date which is 15 calendar months after the passing of this resolution, unless previously renewed, varied or revoked by the Company in accordance with the provisions of the Companies Act 2014 save that the Company may make an offer or agreement before the expiry of this authority which would or might require relevant securities to be allotted or issued after this authority has expired and the Directors may allot and issue relevant securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired. 6. As a special resolution (Resolution 6) That, subject to the passing of Resolution 5 above, the Directors be and they are hereby empowered (without prejudice to any existing such power), pursuant to section 1023 of the Companies Act 2014, to allot equity securities (as defined by section 1023 of that Act) for cash pursuant to the authority conferred on the Directors by Resolution 5 above as if Sub-section 1 of section 1022 of that Act did not apply to any such allotment provided that this power shall be limited to: (a) the allotment of equity securities (including without limitation any shares purchased by the Company and held as treasury shares) in connection with any offer of such securities open for a period fixed by the Directors by way of rights, open offer or otherwise to (i) ordinary shareholders where the equity securities are offered proportionately to the respective number of shares held by such ordinary shareholders and (ii) the holders of other equity securities (including without limitation any person entitled to options under any of the Company s share option 6

7 schemes for the time being) as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with any regulatory, legal or practical problems in respect of overseas shareholders, fractional entitlements, treasury shares, record dates or otherwise (and, for the avoidance of doubt, the Directors are hereby authorised to provide for any such exclusions or other arrangements as they may so deem to be necessary or expedient); and (b) (otherwise than in pursuance of (a) above), the allotment of equity securities (including without limitation any shares purchased by the Company and held as treasury shares) up to a maximum aggregate nominal value of 103,297. The power hereby conferred shall expire at the earlier of the close of business on the date of the next annual general meeting of the Company after the passing of this resolution and the date which is 15 calendar months after the passing of this resolution, unless previously revoked or renewed in accordance with the provisions of the Companies Act 2014, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired. BY ORDER OF THE BOARD Susan Holburn Company Secretary 4 April 2018 Registered Office: Huguenot House St. Stephen s Green Dublin 2 7

8 NOTES: 1. A member entitled to attend and vote is entitled to appoint another person as his/her proxy to attend, speak and vote on his/her behalf. A proxy need not be a member of the Company. The deposit of an instrument of proxy will not preclude a member from attending and voting in person at the meeting. 2. To be effective, the Form of Proxy duly completed and executed, together with any original power of attorney or in the case of a corporate member any authority under which it is executed or a copy of such authority certified notarially or by a solicitor practising in the Republic of Ireland, must be deposited with the Registrars of the Company, by post to Computershare Investor Services (Ireland) Limited, P.O. Box 954, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland so as to be received no later than 48 hours before the time appointed for the Meeting or any adjourned Meeting thereof or (in the case of a poll taken otherwise than at or on the same day as the Meeting or any adjourned Meeting thereof) at least 48 hours before the taking of the poll at which it is to be used. Any alteration to the form must be initialled by the person who signs it. Alternatively, subject to the articles of association of the Company and provided it is received not less than 48 hours before the time appointed for the holding of the Meeting or any adjourned Meeting thereof or (in the case of a poll taken otherwise than at or on the same day as the Meeting or any adjourned Meeting) at least 48 hours before the taking of the poll at which it is to be used, the appointment of a proxy may: i. be submitted by telefax to +353 (1) , provided it is received in legible form; or ii. be submitted electronically by accessing the Registrar s website, You will require your Control Number, Shareholder Reference Number (SRN) and PIN number as printed on your Form of Proxy. A member who wishes to appoint more than one proxy by electronic means must contact the Registrar by sending an to clientservices@computershare.ie. Full details of the procedures, including voting instructions are given on the website; or iii. be submitted through CREST in the case of CREST members, CREST sponsored members or CREST members who have appointed voting service providers. Transmission of CREST Proxy instructions must be done and authenticated in accordance with Euroclear specifications as set out in the CREST Manual and received by the Registrar under (ID 3RA50). To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer s agent (ID 3RA50) not later than a.m. on 15 May For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer s agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Companies Act 1990 (Uncertificated Securities) Regulations In the case of a corporation, the form of proxy must be either executed under seal or signed on its behalf by an officer or attorney, duly authorised. 4. The Company, pursuant to Regulation 14 of the Companies Act 1990 (Uncertificated Securities) Regulations 1996 (as amended) specifies that only those members registered in the register of members of the Company as at close of business on 15 May 2018 (or in the case of adjournment as at close of business on the day two days prior to the day of the adjourned meeting) shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their names at the time. Changes to entries in the register after that time will be disregarded in determining the right of any person to attend and/or vote at the meeting. 8