UNBOUNCE - EXAMPLE PAGE-REPORT-ENTERPRISE DOCUMENT-KINGSPAN - Flipbook - Page 184
SHAREHOLDER INFORMATION
Information required by the
European Communities (Takeover
Bids (Directive 2004/25/EC))
Regulations 2006
The information required by Regulation
21 of the above Regulations as at 31
December 2021 is set out below.
Rights and obligations attaching
to the ordinary shares
The Company has no securities in issue
conferring special rights with regard to
control of the Company.
All ordinary shares rank pari passu, and
the rights attaching to the ordinary
shares (including as to voting and
transfer) are as set out in the Company’s
Articles of Association (“Articles”). The
Articles of Association also contain the
rules relating to the appointment and
removal of directors, rules relating to the
amending the Articles of Association, the
powers of the Company’s directors and
in relation to issuing or buying back by
the Company of its shares. A copy of the
Articles may be found on www.kingspan.
com or may be obtained on request to
the Company Secretary.
Holders of ordinary shares are entitled to
receive duly declared dividends in cash
or, when offered, additional ordinary
shares. In the event of any surplus arising
on the occasion of the liquidation of the
Company, shareholders would be entitled
to a share in that surplus pro rata to their
holdings of ordinary shares.
Holders of ordinary shares are entitled
to receive notice of and to attend, speak
and vote in person or by proxy, at general
meetings having, on a show of hands,
one vote, and, on a poll, one vote for
each Ordinary Share held. Procedures and
deadlines for entitlement to exercise, and
exercise of, voting rights are specified in
the notice convening the general meeting
in question. There are no restrictions on
voting rights except in the circumstances
where a “Specified Event” (as defined in
the Articles) shall have occurred and the
directors have served a Restriction Notice
on the shareholder. Upon the service of
such Restriction Notice, no holder of the
shares specified in the notice shall, for so
long as such notice shall remain in force,
be entitled to attend or vote at any general
meeting, either personally or by proxy.
180 - 181
Holding and transfer
of ordinary shares
The ordinary shares may be held in
either certificated or uncertificated form
(through the Euroclear Bank system or (via
a holding of CDIs) the CREST system).
Save as set out below, there is no
requirement to obtain the approval of the
Company, or of other shareholders, for a
transfer of ordinary shares. The directors
may decline to register (a) any transfer of
a partly-paid share to a person of whom
they do not approve, (b) any transfer of
a share to more than four joint holders,
(c) any transfer of a share on which the
Company has a lien, and (d) any transfer
of a certificated share unless accompanied
by the share certificate and such other
evidence of title as may reasonably be
required. The registration of transfers of
shares may be suspended at such times
and for such periods (not exceeding
30 days in each year) as the directors
may determine.
Transfer instruments for certificated
shares are executed by or on behalf of
the transferor and, in cases where the
share is not fully paid, by or on behalf of
the transferee. Transfers of uncertificated
shares may be effected by means of a
relevant system in the manner provided for
in the Regulation (EU) No. 909/2014 of the
European Parliament and of the Council
of 23 July 2014 (the “CSD Regulations”)
and the rules of the relevant system. The
directors may refuse to register a transfer
of uncertificated shares only in such
circumstances as may be permitted or
required by the CSD Regulations.
Rules concerning the appointment
and replacement of the
directors and amendment of the
Company’s Articles
Unless otherwise determined by ordinary
resolution of the Company, the number
of directors shall not be less than two or
more than 15.
Subject to that limit, the shareholders
in general meeting may appoint any
person to be a director either to fill a
vacancy or as an additional director. The
directors also have the power to co-opt
additional persons as directors, but any
director so co-opted is under the Articles
required to be submitted to shareholders
for re-election at the first annual general
meeting following his or her co-option.
The Articles require that at each annual
general meeting of the Company one-third
of the directors retire by rotation. However,
in accordance with the recommendations
of the UK Corporate Governance Code, the
directors have resolved they will all retire
and submit themselves for re-election by
the shareholders at the Annual General
Meeting to be held on 29 April 2022.
The Company’s Articles may be amended
by special resolution (75% majority of votes
cast) passed at general meeting.
Powers of directors including powers
in relation to issuing or buying back
by the Company of its shares
Under its Articles, the business of the
Company shall be managed by the
directors, who exercise all powers of the
Company as are not, by the Companies
Acts or the Articles, required to be exercised
by the Company in general meeting.
The directors are currently authorised to
issue a number of shares equal to the
authorised but as yet unissued share
capital of the Company on such terms
as they may consider to be in the best
interests of the Company, under an
authority that was conferred on them at
the Annual General Meeting held on 30
April 2021. The directors are also currently
authorised on the issue of new equity for
cash to disapply the strict statutory preemption provisions that would otherwise
apply, provided that the disapplication is
limited to the allotment of equity securities
in connection with (i) any rights issue
or any open offer to shareholders, or (ii)
the allotment of shares not exceeding in
aggregate 5% of the nominal value of the
Company’s issued share capital, or (iii) for
the purpose of financing (or refinancing)
an acquisition or other capital investment
of a kind contemplated by the UK Preemption Group not exceeding in aggregate
5% of the nominal value of the Company’s
issued share capital. Both these authorities
expire on 30 July 2022 unless renewed
and resolutions to that effect are being
proposed at the Annual General Meeting
to be held on 29 April 2022.
