47153 AG Barr Annual Report 2025 AW4 SQ WEB - Flipbook - Page 201
Strategic Report
Corporate Governance
Accounts
Resolution 3 – Final dividend
Shareholders are being asked to approve a final dividend of 13.76 pence per ordinary share of 4 1/6 pence for the year ended 25 January 2025. If shareholders approve
the recommended final dividend, it will be paid on 6 June 2025 to all shareholders on the Company’s register of members as at 9 May 2025.
Resolutions 4 to 11 inclusive – Re-election of directors
The Board complies with the provisions of the UK Corporate Governance Code whereby all directors are subject to annual re-election. Accordingly, all directors of the
Company are retiring and offering themselves for re-election.
Biographical details of the directors are set out on pages 64 to 65 of this report. The Board has confirmed that, following formal performance evaluation, all of the directors
continue to perform effectively and demonstrate commitment to their roles. The Board, therefore, unanimously recommends the proposed re-election of the directors.
Resolution 12 – Re-appointment of auditor
The Company is required to appoint an auditor at each general meeting at which accounts are presented to shareholders and Deloitte LLP have indicated their willingness
to continue in office. Accordingly, shareholders are being asked to approve the re-appointment of Deloitte LLP as auditor of the Company to hold office until the conclusion
of the next general meeting at which accounts are laid before the Company and to authorise the audit and risk committee of the Board to fix their remuneration.
Resolution 13 – Authority to allot shares
The directors may not allot shares in the Company unless authorised to do so by shareholders in a general meeting. Sub-paragraph (a) of Resolution 13, if passed, will
authorise the directors to allot shares having an aggregate nominal value of up to £1,555,956.54, representing approximately one third of the Company’s issued share
capital as at 3 April 2025 (being the latest practicable date prior to the publication of this report). The directors have no present intention to exercise this authority.
In line with guidance issued by the Investment Association, sub-paragraph (b) of Resolution 13, if passed, will authorise the directors to allot additional shares in connection
with a rights issue having an aggregate nominal value of up to £1,555,956.54, representing approximately one third of the Company’s issued share capital as at 3 April 2025
(being the latest practicable date prior to the publication of this report). The directors have no present intention to exercise the authority sought under sub-paragraph (b)
of Resolution 13. However, if such authority is obtained, it will give the Company greater flexibility to allot additional shares for the purpose of a pre-emptive rights issue.
This authority will be used when the directors consider it to be in the best interests of shareholders.
The authorities sought under Resolution 13 will expire on the earlier of 31 July 2026 (being the latest date by which the Company must hold its annual general meeting in 2026)
and the conclusion of the annual general meeting of the Company held in 2026.
Resolution 14 – Disapplication of statutory pre-emption rights
If the directors wish to allot new shares for cash, the Companies Act 2006 states that the shares must be offered first to existing shareholders in proportion to their existing
shareholdings. For legal, regulatory and practical reasons, it might not be possible or desirable for shares allotted by means of a pre-emptive offer to be offered to certain
shareholders, particularly those resident overseas. Furthermore, it might, in some circumstances, be in the Company’s interests for the directors to be able to allot some shares
for cash without having to offer them first to existing shareholders. To enable this to be done, shareholders’ statutory pre-emption rights must be disapplied. Accordingly,
Resolution 14, if passed, will empower the directors to allot a limited number of new equity securities without shareholders’ statutory pre-emption rights applying to such
allotment. The authority conferred by Resolution 14 would also cover the sale of treasury shares for cash.
Sub-paragraph (a) of Resolution 14 will, if passed, confer authority on the directors to make any arrangements which may be necessary to deal with any legal, regulatory
or practical problems arising on a rights issue, an open offer or any other pre-emptive offer in favour of ordinary shareholders, for example, by excluding certain overseas
shareholders from such issue or offer.
Sub-paragraph (b) of Resolution 14 will, if passed, disapply shareholders’ statutory pre-emption rights by empowering the directors to allot equity securities for cash on
a non pre-emptive basis but only new equity securities having a maximum aggregate nominal value of £466,786.96, representing approximately 10% of the Company’s
issued share capital as at 3 April 2025 (being the latest practicable date prior to the publication of this report).
The authority sought under Resolution 14 will expire on the earlier of 31 July 2026 (being the latest date by which the Company must hold an annual general meeting in 2026)
and the conclusion of the annual general meeting of the Company held in 2026.
199
