Business
C&C : Notice of Annual General Meeting 2025
C&C : Notice of Annual General Meeting
About this update from C&c Group Plc
Notice of the Annual General Meeting of the Company to be held at the Maldron Hotel Dublin Airport, Dublin Airport, Co. Dublin, K67 T6P6, Ireland on 11 July 2025 at 11.45 am is set out at the end of this Circular. Whether or not you propose to attend the Annual General Meeting, please complete and submit a Form of Proxy in accordance with the instructions printed on the enclosed form. The Form of Proxy, in order to be effective, must be received not less than 48 hours before the holding of the Annual General Meeting, (i.e. by no later than 11.45 am on 9 July 2025 or any adjournment thereof ). Annual General Meeting 11 July 2025 THIS DOCUMENT AND ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the course of action you should take in respect of the matters proposed in this notice, please immediately consult your independent financial adviser (being, in the case of Shareholders in Ireland, an adviser authorised or exempt under the European Union (Markets in Financial Instruments) Regulations 2017 of Ireland (as amended) or the Investment Intermediaries Act 1995 of Ireland (as amended) and, in the case of Shareholders in the United Kingdom, an adviser authorised pursuant to the UK Financial Services and Markets Act 2000). If you sell or otherwise transfer all of your shares in C&C Group plc prior to the AGM, you should pass this document and the accompanying Form of Proxy to the purchaser or the transferee, or to the stockbroker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee and/or for any other action you should take. 16 June 2025 Dear Shareholder I am pleased to inform you that the 2025 Annual General Meeting ( 'AGM' ) of C&C Group plc (the 'Company' ) will be held at the Maldron Hotel Dublin Airport, Dublin Airport, Co. Dublin, K67 T6P6, Ireland on 11 July 2025 at 11.45 am. The Notice of AGM of the Company, which contains the resolutions to be proposed to the meeting, is set out on pages 9 to 15 of this document. Business of the meeting The items of business (both ordinary and special) of the meeting are set out in resolutions 1 to 15 (inclusive) ( 'Resolutions' ) of the Notice of AGM which accompanies this letter. A summary and explanation of those Resolutions is set out in Appendix 1 to this letter. In addition to resolutions dealing with the business of the Company that have been considered and approved by Shareholders at previous annual general meetings, Shareholders are also being asked to approve four additional items of special business at this AGM. The first is in relation to the implementation of two savings related share option schemes ('save as you earn' or 'SAYE Schemes' ), one for UK-based employees and the other for Irish-based employees (Resolution 11). A summary of the principal terms of these SAYE Schemes is set out in Appendix 2 to this letter. The second item of additional special business is a proposed amendment to the Articles of Association in order that any dividends declared in the future (currently expected to be from December 2026) may be paid by electronic means only (Resolution 13). The third is a proposed amendment to the Articles of Association to extend the notice period that Shareholders must provide to the Company when nominating a Director for election to the Board in order to facilitate Shareholder engagement on any such resolution and to overcome technical issues arising on certain electronic voting platforms where sufficient notice of the nomination resolution is not received (Resolution 14). The fourth and final item is a special resolution proposing amendments to the Articles of Association to (i) align the monetary limit set out in the Article dealing with the ordinary remuneration of Directors with that amount most recently approved by Shareholders at the 2013 annual general meeting and (ii) provide for the annual retirement and (re-)election of all Directors in line with UK Corporate Governance Code requirements and the current practice of the Company (rather than once every third year as currently stated under the Articles). Dividend The Board is pleased to recommend a final dividend of 4.13 cent per Ordinary Share for approval at the AGM. Arrangements for the AGM This year's AGM will be held as a physical meeting. Shareholders who cannot attend in person are encouraged to submit their proxy instruction before the applicable proxy deadline on the Company Registrar's voting platform, https://www.eproxyappointment.com which can be accessed by following the instructions on page 14. Shareholders are also invited to submit questions in advance of the meeting by emailing [email protected] , stating your name and Shareholder Reference Number ('SRN') (as printed on any recent documentation issued to you by Computershare Investor Services (Ireland) Limited or obtained through the Company's Registrar, Computershare. Any questions should be submitted by 11.45 am on 9 July 2025. The answers to validly posed questions will be answered at the AGM or, where appropriate, via email. Action to be taken by you A Shareholder whose name appears on the Register of Members of the Company (i.e. a Shareholder who does not hold their interests in shares through the Euroclear Bank system or as CREST Depositary Interests ('CDIs') through the CREST system) can appoint a proxy to attend, speak and vote at the AGM by completing and returning the enclosed Form of Proxy or by appointing a proxy electronically through the voting website of the Company Registrar at https://www.eproxyappointment.com . We encourage you to appoint the chair of the meeting as your proxy to ensure that your vote is counted if you are unable to attend and vote on the day of the AGM. The Form of Proxy, in order to be effective, should be completed in accordance with the instructions given and returned so as to reach the Company's Registrar or returned electronically via the Company's Registrar's website by no later than 48 hours before the time of the AGM, i.e. by 11:45 am on 9 July 2025 or any adjournment thereof. Further information in relation to the appointment of proxies is set out in the notes to the Notice of AGM. C&C Group plc. Registered in Ireland No: 383466. Registered Office: Bulmers House, Keeper Road, Crumlin, Dublin 12, D12 K702, Ireland. T: +353 1 5063900. F: +353 1 5063901. [email protected] https://www.candcgroupplc.com Directors: R. Findlay (Chair, UK), R.White (CEO UK), A. Andrea (CF&TO, UK), V. Bhalla (UK), J. Caseberry (UK), A. Bromfield (UK), C. Browne (UK), S.Newbitt (UK), S. Nakra (Canada), F.O'Rourke Persons who hold interests in shares through the Euroclear Bank system or as CDIs through the CREST system should consult with their stockbroker or other intermediary at the earliest opportunity for further information on the processes and timelines for submitting proxy votes or voting instructions for the AGM through the respective systems. Further details on how to submit proxy votes or voting instructions through the Euroclear Bank system or through the CREST system are set out in the notes to the Notice of AGM. The Board encourages Shareholders to vote electronically in advance of the AGM where possible. This not only saves considerable printing and postage costs, but it also ensures the Company generates less waste, thereby reducing our overall impact on the environment. Reducing our carbon footprint is part of C&C's ESG Strategy and, on behalf the Board, we would like to thank our Shareholders for their contribution towards this goal. More details regarding our ESG Strategy can be found in the 2025 Annual Report or on the Company website at https://www.candcgroupplc.com . Recommendation The Directors consider the Resolutions to be proposed at the forthcoming AGM to be in the best interests of the Company and its Shareholders as a whole and, accordingly, the Directors unanimously recommend that Shareholders vote in favour of each of the Resolutions, as they intend to do in respect of their own shareholdings. Ralph Findlay Chair APPENDIX 1 EXPLANATORY NOTES TO THE RESOLUTIONS Ordinary Business at the AGM Resolution 1 - Receipt and consideration of the financial statements This is an ordinary resolution to receive and consider the financial statements of the Company for the year ended 28 February 2025 together with the Directors' and the Auditor's reports thereon. A copy of the 2025 Annual Report is available at https://www.candcgroupplc.com . Resolution 2 - Final dividend Resolution 2 seeks Shareholder approval to declare a final dividend of 4.13 cent per Ordinary Share for the year ended 28 February 2025, payable, if approved, on 18 July 2025 to holders of Ordinary Shares on the register of members at the close of business on 13 June 2025. Resolutions 3(a) to 3( j) - Re-election and election of Directors In line with the recommendations of the UK Corporate Governance Code, all Directors will retire at the AGM and those wishing to serve again, and to seek election for the first time, shall submit themselves for re-election and election (as the case may be) by Shareholders. Accordingly, Resolutions 3(a) to 3( j) propose the re-election and election of each relevant Director. As previously announced by the Company, three new Directors have joined the Board since last year's annual general meeting as follows: Feargal O'Rourke was appointed as an Independent Non-Executive Director, with effect from 15 August 2024; Sanjay Nakra was appointed as an Independent Non-Executive Director, with effect from 19 September 2024; and Roger White was appointed as Chief Executive Officer of the Company and Executive Director, with effect from 20 January 2025. In accordance with the Company's Articles of Association, each of these Directors will stand for election for the first time at the AGM. Biographical details of Directors standing for re-election and election are found on pages 68 to 70 of the 2025 Annual Report which is available on the Company's website at https://www.candcgroupplc.com . The Board believes that the considerable and varied experience and expertise included in the biographies demonstrates the continued contribution of each Director to the Company. The 2025 Annual Report also includes a skills matrix on page 67 for the Directors which provides further insight into the diversity of experience the Board possesses. The Chair, on behalf of the Nomination Committee, has formally reviewed the performance of all of the Non-Executive Directors, and the Nomination Committee has concluded that their performance continues to be effective and that they continue to demonstrate commitment to their roles. The Board considers each Director is, and continues to be, important to the Company's long-term sustainable success and recommends their re-election and election (as the case may be) by Shareholders. Each of Resolutions 3(a) - ( j) is proposed separately as an ordinary resolution in respect of each Director. Resolution 4 - Auditor's remuneration This is an ordinary resolution proposed each year which asks Shareholders to renew the Directors' authority to fix the Auditor's remuneration. Special Business at the AGM There are 11 items of special business. Resolution 5 - Advisory resolution on Directors' Remuneration Report Resolution 5, which is an advisory resolution, asks Shareholders to receive and consider the Directors' Remuneration Report as set out on pages 108 to 126 of the 2025 Annual Report. C&C Group plc is an Irish incorporated company and is therefore not subject to the UK company law requirement to submit its Directors' Remuneration Policy ( 'Policy' ) report to a binding vote by Shareholders. Nonetheless, at the annual general meeting held in August 2024, our revised Policy was approved by our Shareholders on an advisory basis, with a vote in favour of over 94%. As no changes to the Policy are proposed this year, the Policy will not be subject to a vote at the 2025 AGM. Resolutions 6 to 10 - Share capital The next five items of special business relate to the share capital of the Company. Resolutions 6, 7 and 8 - General authority to allot shares and disapplication of pre-emption rights At the annual general meeting of the Company held in August 2024, Shareholders gave the Directors a general authority to allot shares. That authority will expire at the conclusion of the forthcoming AGM. The powers given to the Directors at last year's annual general meeting to allot shares for cash otherwise than in accordance with statutory pre-emption rights also expire at the conclusion of the forthcoming AGM. Accordingly, by Resolution 6, the Directors will, at the forthcoming AGM, seek to renew the Directors' authority to allot shares up to a nominal value of €1,256,052 which is equal to approximately one-third of the issued Ordinary Share capital of the Company (excluding Treasury shares) as at 23 May 2025, being the latest practicable date prior to publishing of this Notice of AGM (the 'Latest Practicable Date' ). In addition, the Directors will, pursuant to Resolution 7, seek to renew the power to allot shares for cash otherwise than in accordance with statutory pre-emption rights (i) up to an aggregate nominal value of €188,407 (which is equal to approximately 5% of the nominal value of the issued share capital of the Company, excluding Treasury shares, as at the Latest Practicable Date and equal to approximately 4.9% of the nominal value of the issued share capital of the Company, including Treasury shares, as at the Latest Practicable Date) and (ii) in the event of a rights issue, open offer or other pro-rata offer to Shareholders generally (subject to exclusions for legal and/or practical issues including fractional entitlements and jurisdictional issues). Resolution 8, if passed, would authorise the Directors to allot further shares up to an additional aggregate nominal value of €188,407 (which is equal to an additional approximately 5% of the nominal value of the issued share capital of the Company, excluding treasury shares, as at the Latest Practicable Date and equal to approximately 4.9% of the nominal value of the issued share capital of the Company, including Treasury shares, as at the Latest Practicable Date) otherwise than in accordance with statutory pre-emption rights for the purposes of what the Directors determine to be an acquisition or other specified capital investment. The Directors have considered the revised Statement of Principles and template resolutions published by the Pre-Emption Group in November 2022 (the 'Statement of Principles' ) and the revised guidelines on share capital management issued by the UK's Investment Association in February 2023 which include an increase in the disapplication of pre-emption rights limit. Consistent with the position adopted last year, the Directors have decided that they do not wish to increase the disapplication threshold at the current time but will keep emerging market practice under review. The Directors confirm that, in considering the exercise of the authority under Resolutions 7 and 8, they intend to follow the shareholder protections in Part 2B of the Statement of Principles to the extent reasonably practicable and to follow the expected features of a follow-on offer as set out in paragraph 3 of Part 2B of the Statement of Principles. The expressions 'acquisition' and 'specified capital investment' are defined by the Statement of Principles as one or more specific capital investment related uses for the proceeds of an issuance of equity securities, in respect of which sufficient information regarding the effect of the transaction on the Company, the assets the subject of the transaction and (where appropriate) the profits attributable to them is made available to Shareholders to enable them to reach an assessment of the potential return. Items that are regarded as operating expenditure rather than capital expenditure will not typically be regarded as falling within the term 'specified capital investment'. The Directors will have due regard to the Statement of Principles in relation to any exercise of these powers and will exercise these powers only if they consider this to be in the best interests of Shareholders generally at that time. These authorities will expire at the conclusion of next year's annual general meeting or 11 October 2026 (being 15 months after the forthcoming AGM), whichever is the earlier. The Directors have currently no intention to allot shares pursuant to these authorities. Resolution 9 - Authority to make market purchases of the Company's own shares Pursuant to Resolution 9, Shareholders are being asked to grant to the Company (and/or any of its subsidiaries) an authority to make market purchases of up to 10% of its own shares, renewing the authority granted by the Shareholders at last year's annual general meeting. The authority would only be exercised if market conditions make it advantageous to do so after taking into account the Company's overall financial position and if the Directors were to consider that such purchases would be in the best interests of Shareholders. The authority being sought under this resolution would permit any shares so purchased either to be cancelled or held as Treasury shares. The authority, if given, will not oblige any Shareholder to sell their shares in the Company. Resolution 9 sets out the minimum and maximum prices which may be paid for any market purchase made by the Company for its own shares. As previously announced, the Company commenced a share buyback programme on 1 May 2025, which will end no later than 1 September 2025, to repurchase Ordinary Shares of the Company up to a maximum aggregate consideration of €15 million ( 'Programme' ). The Programme forms part of the Group's plan to return up to €150 million to Shareholders over the three fiscal years ending in February 2025, 2026 and 2027 through a combination of dividends and share buybacks. If approved, Resolution 9 will grant the Company the general authority required to allow it to continue the Programme and the repurchase of its shares up to a maximum annual limit of approximately 10% of its issued share capital of the Company.