THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the contents of this document or the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are taking advice in a territory outside the United Kingdom. If you have sold or otherwise transferred all your shares in Sanne Group plc, please forward this document and the accompanying documents at once to the person through whom the sale or transfer was made, for transmission to the purchaser or transferee. If you have sold or otherwise transferred part of your holding of shares in Sanne Group plc, please contact your stockbroker, bank manager, solicitor, accountant or other agent as soon as possible. A proxy form for the Extraordinary General Meeting is enclosed and should be completed and returned so as to reach the Company s Registrar not less than 48 hours (excluding non-working days) prior to the time of the meeting. Completion of the proxy form will not preclude you from attending and voting at the meeting in person if you wish. Alternatively, you may register your proxy vote electronically up to 48 hours (excluding non-working days) before the time of the meeting, by using the CREST electronic proxy appointment service, details of which are provided in the attached Notice of Extraordinary General Meeting. Sanne Group plc Notice of Extraordinary General Meeting To be held at IFC 5, St Helier, Jersey JE1 1ST On 1 October 2018 at 14.30
13 September 2018 LETTER FROM THE CHAIRMAN Dear Shareholder, EXTRAORDINARY GENERAL MEETING I am pleased to invite you to an Extraordinary General Meeting ("EGM") of Sanne Group plc (the "Company") to be held on 1 October 2018 at IFC 5, St Helier, Jersey JE1 1ST at 14.30. The notice convening the meeting (the "Notice") and the resolution to be proposed (the "Resolution") is set out on pages 3 to 7 of this document. The Resolution will be proposed as a special resolution which will be passed if at least three-quarters of votes cast are in favour. Voting at the EGM will be taken by poll. A Proxy Form has been provided to enable you to vote in respect of the Resolution. Whether or not you intend to be present at the EGM, you are asked to complete the Proxy Form in accordance with the instructions and return it to our Registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, as soon as possible and in any event so that it is received not later than 14.30 on 27 September 2018. The completion and return of the Proxy Form will not preclude you from attending the EGM and voting in person, if you so wish. If you are a CREST member you can vote via the CREST system and further information is given in the Notes on pages 6 to 7. Background to and reasons for proposing the Resolution It has been over three years since the Company was listed on the London Stock Exchange and the Sanne group has continued to expand, both organically and by way of acquisition. As the Company continues to grow it is important that it is able to attract and retain the best people to serve as both executive and non-executive directors of the Company. In order to facilitate this goal, it is proposed that the Company s articles of association (the "Articles") be amended to remove the current requirement that a majority of the Company's directors be resident outside the United Kingdom together with other consequential amendments. These amendments, if approved, will materially open up the pool of potential talent from which the Company can draw. In addition, to provide the Board with as much flexibility as possible with regard to the holding of meetings and conducting the business of the Company, it is also proposed that the Articles be amended to remove the absolute restriction on holding board meetings in the United Kingdom. In addition to the above, following a review of the Articles generally, including in light of the UK Listing Rules and Corporate Governance Code, it is proposed that it be formalised by way of amendment of the Articles that all of the directors of the Company resign at each annual general meeting and offer themselves for reappointment, as opposed to the current obligation in the Articles for certain directors to retire by rotation at each annual general meeting. Furthermore, in order to benefit from potential future technology, it is proposed that the directors should have the flexibility in the future to hold electronic general meetings in addition to, but not instead of, physical general meetings and the Resolution contains amendments to the Articles that will provide this flexibility. The full text of the Resolution is set out on pages 3 to 5 of this document in the Notice of the Extraordinary General Meeting and, to the extent passed, a clean copy of the updated Articles reflecting the amendments effected by the Resolution will be filed with the registrar of Companies in Jersey. 1
Recommendations The Directors of the Company consider that the Resolution proposed is in the best interests of the Company and will promote the success of the Company for the benefit of its Shareholders as a whole. Accordingly, they unanimously recommend that you vote in favour of the Resolution to be proposed at the EGM. Yours sincerely Rupert Robson Chairman 2
NOTICE OF EXTRAORDINARY GENERAL MEETING Notice is hereby given that an Extraordinary General Meeting (EGM) of Sanne Group plc (the "Company") will be held at IFC 5, St Helier, Jersey JE1 1ST on 1 October 2018 at 14.30 for the transaction of the following business: SPECIAL RESOLUTION 1. THAT, (i) in connection with the proposals to remove the requirement in the Company's articles of association (the "Articles") that a majority of the Company's directors be resident outside the United Kingdom and to give the directors more flexibility with regard to the holding of board meetings and the conducting of the business of the Company, the following amendments be made to the Articles: (a) Article 117 shall be amended by the deletion of the words "A majority of the Directors shall not be resident in the United Kingdom"; (b) Article 127 shall be amended by the deletion of the words "No person who is resident in the United Kingdom may be appointed as an alternate Director unless his appointor is also resident in the United Kingdom"; (c) Article 141(g) shall be amended by the insertion of the word "or" after the ";" at the end of that Article, Article 141(h) be amended by replacing the ";or" at the end of that Article with "." and Article 141(i) shall be deleted in its entirety so that the words "(i) such person becomes resident in the United Kingdom and, but for the provisions of this article, it would have resulted in a majority of the Directors being resident in the United Kingdom" are deleted; (d) Article 163 shall be amended by the deletion of the words "No meetings of the Directors shall be held in the United Kingdom and any decision reached or resolution passed by the Directors in the United Kingdom shall be invalid and have no effect."; (e) Article 164 shall be amended by the deletion of the words "If a majority of the Directors present are resident in the United Kingdom the Directors present irrespective of their number shall not constitute a quorum."; (f) Article 168 shall be amended by the deletion of the words "outside of the United Kingdom" in the first sentence of that Article; (g) Article 169 shall be amended by the deletion of the words "provided that there shall be no majority of Directors physically present in the United Kingdom" and by the deletion of the words "provided that the chairman of the meeting is not physically present in the United Kingdom at the time of any such meeting"; (ii) in connection with the proposals to replace the requirement that certain directors retire by rotation at each annual general meeting with a requirement that all of the directors resign and offer themselves (if willing) for re-appointment at each annual general meeting, the following amendments be made to the Articles: (a) Article 118 shall be deleted in its entirety and replaced with the words "118 At every annual general meeting each of the directors on the Board must retire"; (b) Article 119 shall be deleted in its entirety and replaced with the words "119 A director retiring in accordance with Article 118 may be re-appointed to the Board in accordance with Article 125"; (c) Article 120 shall be amended by the deletion of the words "by rotation or otherwise" in the first 3
sentence of that Article; and (d) Article 121 shall be amended by the deletion of the words "by rotation" and in their place the insertion of the words "in accordance with Article 118"; (e) Article 123 shall be amended by the deletion of the words "and may also determine the rotation in which any additional directors are to retire" in the first sentence of that Article; (f) Article 124 shall be amended by the deletion of the words "and shall not be taken into account in determining the directors who are to retire by rotation at the meeting" in the second sentence of that Article; (g) Article 131(a) shall be amended by the deletion of the words "by rotation or otherwise"; and (h) Article 142 shall be amended by the deletion of the sentence "Any person so appointed shall, for the purpose of determining the time at which he or any other director is to retire by rotation, be treated as if he had become a director on the day on which the director in whose place he is appointed was last elected a director."; (iii) in connection with the proposals to permit the board of directors of the Company to have the flexibility to determine whether any general meeting is to be held as a physical general meeting or a combined physical and electronic general meeting the following amendments be made to the Articles: (a) Article 59 shall be amended by the deletion of the sentence "The Board may call general meetings whenever and at such times and places as it shall determine." and in its place the following words shall be inserted the words "The Board shall determine whether any general meeting is to be held as a physical general meeting or a combined physical and electronic general meeting. The Board may (i) call general meetings whenever and at such times and places, including with the use of electronic platforms, as it shall determine; and (ii) make whatever arrangements it considers fit to allow those entitled to do so to participate in any general meeting." (b) Article 62 shall be amended by the insertion of the words ", or details of any electronic platforms if applicable" after the words "which shall be identified as such in the notice"; (c) a new Article 83A shall be inserted as follows "83 A The Board may resolve to enable a general meeting to be held or conducted at one or more physical venues in such a way that allows persons who may not be physically present at such venues (or persons who are between such physical venues) to communicate electronically with each other any information or opinions they may have on any particular item of business of the meeting. To the extent members or their proxies attend the general meeting electronically, they shall be counted in the quorum for, and entitled to vote at, the general meeting in question, and that meeting shall be duly constituted and its proceedings valid if the chairman of the general meeting is satisfied that adequate facilities are available throughout such general meeting to ensure that members attending the general meeting who are not present together at the same place may attend and participate in the business of the general meeting. If it appears to the chairman of the general meeting that the electronic platform(s), facilities or security at the general meeting have become inadequate for the purposes referred to above, then the chairman may, without the consent of the meeting, interrupt or adjourn the general meeting. All business conducted at that general meeting up to the time of that adjournment shall be valid and the provisions of Article 89 shall apply to that adjournment. In relation to any general meeting where members join electronically, the right of a member to participate in the business of that general meeting shall include, without limitation, the right to speak, vote on a poll, be represented by a proxy and have access (including electronic access) to all documents which are required by the Companies Law or these Articles to be made available at the meeting."; 4
(d) Article 99(a) shall be amended by the insertion of the words "(whether via an electronic platform or" after the words "who is present" and by inserting a ")" after the words "in person"; and (iv) on the passing of this Resolution the Articles shall be updated accordingly and a new clean version of the Articles shall be filed with the Registrar of Companies in Jersey. By order of the Board of Sanne Group plc Registered office: IFC 5 St Helier Jersey JE1 1ST Ian Portal Company Secretary 13 September 2018 5
Notes to the Notice of EGM 1. The Resolution will be decided by poll. 2. A vote withheld option is provided on the Form of Proxy accompanying this Notice of Extraordinary General Meeting, the purpose of which is to enable a Shareholder to withhold their vote on the Resolution. It should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes for or against the Resolution. 3. A Shareholder who is entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint another person as their proxy to exercise all or any of their rights to attend and to speak and vote at the Extraordinary General Meeting. A Shareholder may appoint more than one proxy in relation to the Extraordinary General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that Shareholder. A proxy need not be a Shareholder. A proxy may be appointed: a. by completion and return of the Form of Proxy enclosed with the Notice of Extraordinary General Meeting; or b. via the CREST electronic proxy appointment service as described below. 4. The appointment of a proxy will not prevent a Shareholder from subsequently attending and voting at the Extraordinary General Meeting in person. 5. To be valid, a completed Form of Proxy and any power of attorney or other authority under which it is signed must be lodged with the Company s Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by 14.30 on 27 September 2018 or the proxy must have been appointed in accordance with the procedures applicable to appointing a proxy via the CREST electronic proxy appointment service. 6. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who has been nominated to receive communications from the Company in accordance with Article 74 of the Company s Articles of Association (nominated persons). Nominated persons may have a right under an agreement with the Shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights. 7. The statement of the rights of Shareholders in relation to the appointment of proxies in paragraphs 3, 4 and 5 above does not apply to nominated persons. The rights described in these paragraphs can only be exercised by Shareholders of the Company. 8. To be entitled to attend and vote at the Extraordinary General Meeting (and for the purpose of the determination of the votes they may cast) Shareholders must be registered in the register of Members as at 6.30 p.m. on 27 September 2018 (or, in the event of any adjournment, 6.30 p.m. on the date which is two days before the time of the adjourned meeting). Changes to entries on the register of Members after 6.30 p.m. on 27 September 2018 shall be disregarded in determining the rights of any person to attend or vote at the Extraordinary General Meeting. 9. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Extraordinary General Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual which can be viewed at www.euroclear.com. 10. 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 or instruction made using the CREST service to be valid, the appropriate CREST message 6
(a "CREST Proxy Instruction") must be properly authenticated in accordance with the specifications of CREST 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 7RA01) by the latest time(s) for receipt of proxy appointments specified in the Notice of Extraordinary General Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. 11. CREST members and, where applicable, their CREST sponsors or voting service providers, should note that CREST 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 other sponsored member or has appointed a voting service provider(s), to procure that their 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. 12. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Article 34 of the Companies (Uncertificated Securities) (Jersey) Order 1999. Shareholders should note that it is possible that, pursuant to requests made by Shareholders under Article 67 of the Company s Articles of Association, the Company may be required to circulate a statement relating to either: (i) a matter referred to in the Resolution; or (ii) any other business to be dealt with at the Extraordinary General Meeting. In certain circumstances the Company may require the Shareholders requesting any such circulation to pay its expenses in complying with such request. 13. As at 6.00 p.m. on 12 September 2018 (being the latest practicable date before the publication of this Notice), the Company s issued share capital was 145,359,856 Ordinary Shares, carrying one vote each and 98,533 Ordinary Shares are held in treasury (but these shares do not carry the right to vote). Therefore, the total voting rights in the Company as at that date were 145,261,323. 14. Copies of the Articles of the Company, and as they will be in their amended form if the Resolution is passed, are available for inspection during usual business hours on any weekday (weekends and public holidays excepted) at the registered office at IFC 5, St Helier, Jersey JE1 1ST until the date of the meeting and will be available for inspection at the place of the meeting 15 minutes prior to and until the conclusion of the meeting. 15. The contents of this Notice of Extraordinary General Meeting, details of the total number of Ordinary Shares in respect of which Shareholders are entitled to exercise voting rights at the Extraordinary General Meeting and, if applicable, any Shareholders statements, received by the Company after the date of this Notice will be available on the Company s website at www.sannegroup.com. 16. You may not use any electronic address provided either in this Notice of Extraordinary General Meeting or the document of which it forms part, or the Form of Proxy, to communicate with the Company for any purposes other than those expressly stated. 7