47153 AG Barr Annual Report 2025 AW4 SQ WEB - Flipbook - Page 200
A.G. BARR p.l.c. Annual Report and Accounts 2025
N OTI C E O F
A N N UA L
GENERAL
M E E TI N G
CO N TI N U ED
By order of the Board
Christopher K. O’Donnell
Company Secretary
22 April 2025
Registered Office
A.G. BARR p.l.c., Westfield House, 4 Mollins Road, Cumbernauld, G68 9HD. Registered in Scotland SC005653.
Shareholders should also read the notes to this Notice of Annual General Meeting which are set out on pages 201 to 203 of this report. Those notes provide further information
about shareholders’ entitlement to attend, speak and vote at the Annual General Meeting (and their ability to appoint another person to do so on their behalf).
Explanatory Notes
The following notes provide an explanation of the resolutions to be considered at the one hundred and twenty-first annual general meeting (the “AGM”) of A.G. BARR p.l.c.
(the “Company”).
The board of directors of the Company (the “Board”) considers that all the resolutions to be considered at the AGM are in the best interests of the Company and its
shareholders as a whole and unanimously recommends that you vote in favour of them.
Resolutions 1 to 13 (inclusive) will be proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be
in favour of the resolution.
Resolutions 14 and 15 will be proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be
in favour of the resolution.
Resolution 1 – Receive and approve the reports and accounts
Shareholders are being asked to receive and approve the audited accounts of the group and the Company (as audited by Deloitte LLP) for the year ended 25 January 2025
together with the associated reports of the directors and auditor.
Resolution 2 – Directors’ remuneration
The directors’ remuneration report is divided into three parts: the annual statement by the chair of the remuneration committee, the directors’ remuneration policy and the
directors’ remuneration report.
– The annual statement by the chair of the remuneration committee (which is set out on pages 85 to 88 of this report) provides a summary of the directors’ remuneration
policy and the directors’ remuneration report.
– The directors’ remuneration policy (which is set out on pages 109 to 122 of this report) sets out the Company’s future policy on directors’ remuneration.
– The directors’ remuneration report (which is set out on pages 89 to 108 of this report) gives details of the payments and share awards made to the directors in connection
with their and the Company’s performance during the year ended 25 January 2025. It also details how the Company’s policy on directors’ remuneration will be operated
in the coming year.
Resolution 2 invites shareholders to approve the annual statement by the chair of the remuneration committee and the directors’ remuneration report (other than the directors’
remuneration policy which was approved at the annual general meeting of the Company held in 2023 and is expected not to be voted on again until the annual general
meeting to be held in 2026) for the year ended 25 January 2025. This resolution is an advisory vote and will not affect the way in which the Company’s remuneration policy
has been implemented. Each year, shareholders will be given an advisory vote on the implementation of the directors’ remuneration policy in relation to the payments and
share awards made to directors during the year under review.
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