Cambian Group plc
Notice of Annual
General Meeting 2015
Wednesday 15 April 2015 at 10:00 a.m.
The Cambian Churchill Hospital,
22 Barkham Terrace,
London,
SE1 7PW.
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 must be received by no later than 10:00 a.m. on 13 April 2015.
THIS DOCUMENT AND THE ENCLOSED FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR
IMMEDIATE ATTENTION.
If you are in any doubt as to what action you should take, you are recommended to seek your own
financial advice from your stockbroker or other independent adviser authorised under the Financial
Services and Markets Act 2000.
If you have sold or transferred all of your Ordinary Shares in Cambian Group plc, please forward this
document, together with the accompanying documents, as soon as possible either to the purchaser
or transferee or to the person who arranged the sale or transfer so they can pass these documents
to the person who now holds the Ordinary Shares.
Contents
Letter from the Chairman Appendix – Further information on the independent non-executive directors seeking election
Notice of Annual General Meeting of the Company
Explanatory Notes
Notes
3
6
9
13
Timetable of events
Ex-dividend date for final dividend
Record date for final dividend
Final date for receipt of proxies by the registrars
Time and date of the Annual General Meeting
Payment date for final dividend
2 April 2015
7 April 2015
13 April 2015 at 10:00 a.m
15 April 2015 at 10:00 a.m
23 April 2015
Definitions
The following definitions apply throughout the letter from the Chairman:
“Annual Report”
the annual report and accounts of the Company for the year ended 31 December 2014,
a copy of which accompanies this document
“Articles”
the articles of association of the Company in force at the date of this document
“Board” or “Directors”
the board of directors of the Company and directors shall mean any member
of the board of directors
“Code”
the UK Corporate Governance Code 2014, as amended from time to time
“Company” or “Cambian”
Cambian Group plc
“CREST”
the system for paperless settlement of trades in listed securities, of which Euroclear
UK & Ireland Limited is the operator
“DTRs”
Disclosure Rules and Transparency Rules of the FCA made under Part VI of FSMA,
as amended from time to time
“FCA”
UK Financial Conduct Authority or its successor from time to time
“Form of Proxy”
the form enclosed with this document for use by Shareholders in connection
with the AGM
“FSMA”
Financial Services and Markets Act 2000
“GI Partners”
collectively, Care Aspirations LLC, Advanced Childcare LLC and Cambian Holdings LLC
of, in each case, c/o National Registered Agents Inc., 160 Greentree Drive, Suite 101, Kent
County, Dover, Delaware 19904, United States of America
“Group”
the Company and each subsidiary undertaking
“Independent NEDs”
Christopher Kemball, Chris Brinsmead and Alison Halsey who have been determined to
be independent for the purpose of the Code
“Listing Rules”
the listing rules made by the FCA under Part VI of FSMA, as amended from time to time
“Meeting” or “AGM”
the annual general meeting of the Company to be held at The Cambian Churchill
Hospital, 22 Barkham Terrace, London SE1 7PW at 10:00 a.m. on 15 April 2015, notice
of which is set out on page 6 of this document
“Ordinary Shares”
Ordinary Shares of £0.01 each in the share capital of the Company
“Registrars” or “Equiniti”
Equiniti Limited, the registrars of the Company
“Relationship Agreement”
the relationship agreement dated 11 April 2014 entered into between the Company
and GI Partners
“Shareholders”
holders of Ordinary Shares
“Subsidiary undertaking”
shall, unless otherwise stated, be construed in accordance with the Act (but for
these purposes ignoring paragraph 19(1)(b) of Part 1 of Schedule 6A to the Large and
Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008)
“Website”
www.cambiangroup.com/investors
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Cambian Group plc
Notice of Annual General Meeting 2015
Cambian Group plc
(incorporated and registered in England and Wales no. 8929371)
4th Floor, Waterfront Building
Chancellors Road
Hammersmith Embankment
London W6 9RU
13 March 2015
Notice of Annual General Meeting
Dear Shareholder,
This is my first opportunity to write to Shareholders with details
of the Company’s AGM, since Cambian’s initial public offering
on the main market of the London Stock Exchange last April.
I am therefore pleased to be writing to you with details of the
Company’s AGM for 2015 which we are holding at the Cambian
Churchill Hospital, 22 Barkham Terrace, London SE1 7PW on 15
April 2015 at 10:00 a.m. A map showing the location of the venue
and directions can be found on page 16.
The formal notice of the Meeting is set out on pages 6 to 8
of this document. A general description of the matters to be
considered at the Meeting can be found on pages 9 to 12.
In advance of the Meeting, I would like to draw your attention
to the following particular matters:
1. Additional voting for appointment of independent
non-executive directors
Changes to the Listing Rules which came into effect on 16 May 2014
introduced new voting requirements for the election of independent
directors in listed companies with a controlling shareholder (that is a
shareholder who exercises 30 per cent. or more of the voting rights
in a publicly listed company). GI Partners held 78,754,778 Ordinary
Shares, representing approximately 45.7 per cent. of the Company’s
issued share capital, as at 11 March 2015 (the latest practicable
date prior to publication of this notice). GI Partners is therefore a
controlling shareholder for these purposes. Pursuant to the changes
to the Listing Rules, the election of the Independent NEDs must be
approved by Shareholders as a whole, and also by all Shareholders
excluding the controlling shareholder. Accordingly, in addition to the
standard resolutions to elect all of the Directors, resolutions 19 to 21
of the notice of Meeting are resolutions to approve the election of
the Independent NEDs and will be voted on by the independent
shareholders (as defined for the purposes of the Listing Rules) of
the Company only. The notes on pages 9 to 12 of this document
set out more fully the voting process and the background to each
of the resolutions to be proposed at the Meeting.
2. Electronic communication
Resolution 13 seeks Shareholders’ consent to send notices,
documents and information to Shareholders by electronic means,
including by means of a website, as permitted by the Company’s
Articles. Increased use of electronic communications will deliver
savings to the Company in terms of administration, printing
and postage costs, as well as speeding up the provision of
information to Shareholders. The reduced use of paper will
also have environmental benefits. Under the provisions of the
DTR’s and the Companies Act 2006, we are required to ask you
individually to confirm your agreement to the Company sending or
supplying the documents and information to you as a member of
the Company via the Website.
Assuming that resolution 13 (as set out in the Notice) is passed
by Shareholders at the meeting, if we do not receive a response
from you within 28 days of the date of this letter, then you will be
taken to have agreed (under paragraph 10 of Schedule 5 to the
Companies Act 2006) that the Company may send or supply the
documents and information to you via the Website. Therefore,
if you agree to the Company sending or supplying the documents
or information to you via the Website, you need take no further
action in relation to this part of the letter.
To receive email notifications when shareholder documents and
information are available on the Website please register at
www.shareview.co.uk. In order to access the documents and
information on the Website, you will need Adobe® Reader® which
is often provided ready-loaded on many computers or may be
downloaded free of charge from http://get.adobe.com/uk/reader/.
We will notify you when the documents and information are
available to access on the Website and we will provide you with:
• The address of the Website.
• The place on the Website where the documents and
information may be accessed.
• Details of how to access the documents or information.
If you would prefer to receive the documents and information
in paper form rather than via the Website, you will need to let
us know by completing the reply slip included in the Form of Proxy
and returning it to Equiniti in the reply paid envelope provided
for return of the Form of Proxy.
If you do not return the reply slip within 28 days from the date
of this letter, you will be taken to have agreed (under paragraph
1 of Schedule 5 to the Companies Act 2006) that the Company may
send you documents and information via the Website and you will
no longer receive these in paper form, though will be notified by
post that these are available on the Website.
If the Company is required to restrict the sending of any documents
or information to any shareholders within the European Economic
Area (EEA), for example due to the local laws of the EEA country in
which the particular shareholders are resident or otherwise located,
we will not be permitted to use electronic means to communicate
with any shareholders holding shares of the same class as those
shareholders within the EEA. In any such case, we will send you
hard copies of the documents or information.
Cambian Group plc
Notice of Annual General Meeting 2015
3
Notice of Annual General Meeting
(continued)
Should you wish in the future to change your choice regarding
how to receive documents and information from the Company you
may do so at any time by writing to: Equiniti Limited, Aspect House,
Spencer Road, Lancing, West Sussex , BN99 6DA
Actions to be taken in respect of the Meeting:
Please check that you have received the following with
this document:
3. Dividend
In the Company’s prospectus, issued at the time of it’s initial public
offering, it was stated that the Directors intended that the first
dividend to be paid by the Company would be a dividend of not
less than £3 million in respect of the period from admission of
the Company’s securities to the main market of the London Stock
Exchange to December 2014. I am pleased to report that pursuant
to resolution 6, the Directors are proposing a resolution at the
AGM that the Company pay a final dividend of 1.8 pence per
Ordinary Share in respect of this period to all Shareholders on
the Company’s register at the close of business on 7 April 2015.
• a reply-paid envelope for use in connection with the return
of the form of proxy (in the UK only).
4. Buy-back of shares
In the prospectus it was stated that the Company expected
to seek renewal of an authority granted by a resolution of the
Company on 10 April 2014 to make market purchases of its
own shares up to a maximum of 25,833,032 Ordinary Shares,
representing approximately 14.9 per cent. of the Company’s
issued share capital. Pursuant to Resolution 17, the Directors
are proposing a resolution to confer on the Directors a similar
authority. However, for so long as GI Partners hold more than
30 per cent of the Company’s issued Ordinary Shares, the
Directors will not exercise the authority granted by this resolution
without first seeking a waiver of the obligation that may arise
under the UK’s Takeover Code for GI Partners to make a general
offer for the entire issued share capital of the Company as a
result of purchases by the Company of Ordinary Shares pursuant
to the authority given to them by this resolution, or entering into
arrangements with GI Partners to ensure that the Company buys
back enough Ordinary Shares from GI Partners at the same time
as it buys back Ordinary Shares from other Shareholders so as not
to increase GI Partners’ percentage shareholding in the Company.
Meeting
The AGM is an important opportunity for all Shareholders
to express their views by raising questions and voting on the
matters put to the Meeting. On behalf of the Board, I would like
to invite you to take advantage of this opportunity to engage with
the Directors and attend the Meeting. Refreshments of tea and
coffee will be available from 09:30 a.m. onwards and after the
Meeting for Shareholders if they wish to meet with the Directors
in a less formal environment.
4
Cambian Group plc
Notice of Annual General Meeting 2015
• a Form of Proxy for use in respect of the Meeting; and
If you would like to vote on the resolutions but cannot come to the
Meeting, you are strongly encouraged to complete, sign and return
your Form of Proxy in accordance with the instructions printed
thereon as soon as possible, but in any event so as to be received,
by post or, during normal business hours only, by hand at Equiniti
Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99
6DA, by no later than 10:00 a.m. on Monday 13 April 2015.
Alternatively, electronic proxy appointment is available to lodge
your proxy vote electronically by logging on to a website provided
by Equiniti at www.sharevote.co.uk or, if you are a member of
CREST, via Equiniti (ID number RA19). Equiniti must receive your proxy
appointment by no later than 10:00 a.m. on Monday 13 April 2015.
The completion and return of the Form of Proxy will not prevent you
from attending and voting at the Meeting, or any adjournment of
the Meeting, in person should you wish to do so.
Recommendation
The Directors consider that all the resolutions to be considered at
the Meeting are in the best interests of the Company and are most
likely to promote the success of the Company for the benefit of the
Shareholders as a whole. Accordingly, the Directors unanimously
recommend that you vote in favour of all the proposed resolutions,
as they intend to do in respect of their own beneficial holdings.
Yours sincerely,
Christopher Kemball
Chairman
Appendix
Further information on the independent non-executive
directors seeking election
Biographical details of all of the directors seeking election can
be found on pages 34 and 35 of the annual report and accounts
of the Company for the year ended 31 December 2014 that
accompanies this document.
Election of independent non-executive directors
In accordance with the new requirements under the Listing
Rules which apply to companies with a controlling shareholder
(as described on page 3, the Company is required to provide
certain information in relation to the proposed election of the
independent non-executive directors. This includes details of
any existing or previous relationship, transaction or arrangement
the independent non-executive directors have with the Company,
its directors, any controlling shareholder or an associate of a
controlling shareholder, together with a description of why the
Company considers the independent non-executive directors
will be effective, how it has determined their independence and
the process followed for their selection.
The following information is given in relation to the independent
non-executive directors for the purposes of Listing Rule 13.8.17R.
The Company has received confirmation from each of the
independent non-executive directors who are seeking election
that there is no existing or previous relationship, transaction
or arrangement that the independent non-executive directors
have or have had with the Company, its directors, any controlling
shareholder or any associate of a controlling shareholder.
The consideration of any actual or potential conflict of interest
is a standing item on the agenda for each board meeting.
The independent non-executive directors bring a wide range of
experience and expertise to the Group’s affairs, and carry significant
weight to the board’s discussions. The independent non-executive
directors are encouraged to challenge management and help
develop proposals on strategy. Following the annual evaluation
exercise conducted by Lintstock Limited during the year ended 31
December 2014, which is discussed in more detail in the Corporate
Governance Report in the annual report and accounts of the
Company for the year ended 31 December 2014 on page 47, the
board considered that each of the independent non-executive
directors proposed for election was and remains independent
and continues to make an effective and valuable contribution
to the Company and demonstrates commitment to his or her role.
The nominations committee keeps the board’s balance of skills,
knowledge and experience and the length of service of individuals
under constant review. In respect of succession planning and
supplementing the skill set of the board, the nomination
committee is responsible for the identification, evaluation and
recommendation of candidates for appointment to the board.
Biographies of independent non-executive directors
The information below details the experience, knowledge and
skills that each of the independent non-executive directors bring
to the board as a whole.
Christopher Kemball, Chairman
Christopher Kemball joined the Company and became Chairman
of the board in March 2014 prior to the Company’s admission
to trading on the main market of the London Stock Exchange,
and was considered to be independent on his appointment to the
board. Having previously held several board positions in publicly
listed and private companies in the UK (in both an executive and
non-executive capacity), it is considered that Christopher Kemball
brings substantial experience of working in publicly listed
companies, along with strategic and leadership experience.
Christopher Kemball is currently chairman of Quayle Munro
Holdings Limited, a corporate finance advisory business, and
PHS Limited, a workplace services business. He also chairs the
Progressive Supranuclear Palsy Association, a medical charity.
There are no relationships, transactions or arrangements
to be disclosed pursuant to Listing Rule 13.8.17R(1) in relation
to Christopher Kemball.
Chris Brinsmead CBE, Senior Independent Non-executive Director
Chris Brinsmead was appointed to the board on 1 July 2014, and
was considered to be independent on his appointment to the
board. Chris Brinsmead brings considerable expertise in the life
sciences sector and from being a non-executive director of a
number of publicly listed companies. He also has experience
working with the UK Government and the NHS on healthcare
matters. Chris Brinsmead is a non-executive director of Domino
Printing Sciences PLC (a FTSE 250 company) and UDG Healthcare
plc and chairman of the Remuneration Committee at the Wesleyan
Assurance Society. He is also chairman or non-executive director
of several private companies in the healthcare sector. There are
no relationships, transactions or arrangements to be disclosed
pursuant to Listing Rule 13.8.17R(1) in relation to Chris Brinsmead.
Alison Halsey, Independent Non-executive Director
Alison Halsey was appointed to the board in March 2014 shortly
before the Company’s admission to trading on the main market
of the London Stock Exchange, and was considered to be
independent on her appointment to the board. Alison Halsey
brings together many years’ experience of working as a Chartered
Accountant with a detailed expertise in audit and board
governance, as well as current experience as a non-executive
director of other publicly listed companies and considerable
experience of working in charities with a focus on the group’s
target service groups. Alison Halsey currently holds non-executive
directorship roles at Teachers Assurance and Provident Financial,
where she is Audit Committee Chair. There are no relationships,
transactions or arrangements to be disclosed pursuant to Listing
Rule 13.8.17R(1) in relation to Alison Halsey.
Cambian Group plc
Notice of Annual General Meeting 2015
5
Cambian Group plc
Notice of Annual General Meeting
Notice is given that the Annual General Meeting of Cambian
Group plc (the “Company”) will be held at the Cambian Churchill
Hospital, 22 Barkham Terrace, London SE1 7PW on 15 April 2015
at 10:00 a.m (the “Meeting”). You will be asked to consider and, if
thought fit, pass the resolutions below. Resolutions 15, 16 and 17
will be proposed as special resolutions. All other resolutions will
be proposed as ordinary resolutions. Voting on all resolutions
will be by way of poll.
1. To receive the Company’s annual accounts for the financial
year ended 31 December 2014, together with the directors’
report, the directors’ remuneration report, the auditors’ report
on those accounts and on the auditable part of the directors’
remuneration report.
2. To approve the directors’ remuneration policy, on pages
57 to 67 of the directors’ remuneration report for the financial
year ended 31 December 2014.
3. To approve the directors’ remuneration report (excluding
the directors’ remuneration policy) on pages 67 to 70 of the
directors’ remuneration report for the financial year ended
31 December 2014.
4. To reappoint Deloitte LLP as auditors to hold office from the
conclusion of this meeting until the conclusion of the next
general meeting of the Company at which accounts are laid.
5. To authorise the directors to fix the remuneration
of the auditors.
6. To declare a dividend for the financial year ended
31 December 2014 of 1.8 pence per Ordinary Share payable
to shareholders on the register at the close of business
on 7 April 2015.
7. To elect Saleem Asaria as a director of the Company.
8. To elect Andrew Griffith as a director of the Company.
9. To elect Alfred Foglio as a director of the Company.
10.To elect Christopher Kemball as a director of the Company.
11. To elect Chris Brinsmead as a director of the Company.
12.To elect Alison Halsey as a director of the Company.
13.That, the Company be authorised, pursuant to article 151
of the Company’s articles of association and subject to and
in accordance with the provisions of the Companies Act 2006,
to send, supply, deliver or provide all types of notices,
documents or information to shareholders by electronic
means, including making such notices, documents
or information available on a website.
6
Cambian Group plc
Notice of Annual General Meeting 2015
14.That, in substitution for all existing authorities, the directors
be generally and unconditionally authorised in accordance
with section 551 of the Companies Act 2006 to exercise all
the powers of the Company to allot shares in the Company
or grant rights to subscribe for or to convert any security into
shares in the Company:
a. up to an aggregate nominal amount of £568,700 (such
amount to be reduced by the aggregate nominal amount
allotted or granted under paragraph (b) of this resolution
in excess of £568,700; and
b. comprising equity securities (as defined in section 560(1)
of the Companies Act 2006) up to an aggregate nominal
amount of £568,700 (such amount to be reduced by the
aggregate nominal amount allotted or granted under
paragraph (a) of this resolution) in connection with an
offer by way of a rights issue:
i. to ordinary shareholders in proportion (as nearly as
may be practicable) to their existing holdings; and
ii. to holders of other equity securities as required by the
rights of those securities or, subject to such rights, as
the directors otherwise consider necessary,
and so that the directors may impose any limits or restrictions
and make any arrangements which they consider necessary or
appropriate to deal with treasury shares, fractional entitlements,
record dates, legal, regulatory or practical problems in, or under
the laws of, any territory or any other matter,
such authorities to apply until the end of the Company’s next
annual general meeting after this resolution is passed (or, if
earlier, until the close of business on 30 June 2016) but, in each
case, so that the Company may make offers and enter into
agreements before the authority expires which would, or
might, require shares to be allotted or rights to subscribe for
or to convert any security into shares to be granted after the
authority expires and the directors may allot shares or grant
such rights under any such offer or agreement as if the authority
had not expired. References in this resolution to the nominal
amount of rights to subscribe for or to convert any security
into shares (including where such rights are referred
to as equity securities as defined in section 560(1) of the
Companies Act 2006) are to the nominal amount of shares
that may be allotted pursuant to the rights.
15.That, in substitution for all existing powers and subject to the
passing of resolution 14, the directors be generally empowered
pursuant to section 570 of the Companies Act 2006 to allot
equity securities (as defined in section 560(1) of the Companies
Act 2006) for cash pursuant to the authority granted by
resolution 14 and/or pursuant to section 573 of the Companies
Act 2006 to sell ordinary shares held by the Company as
treasury shares for cash, in each case free of the restriction
in section 561 of the Companies Act 2006, such power to
be limited:
a. to the allotment of equity securities and sale of treasury
shares for cash in connection with an offer of, or an
invitation to apply for, equity securities (but in the case of an
allotment pursuant to the authority granted by paragraph (b)
of resolution 14, such power shall be limited to the allotment
of equity securities in connection with an offer by way of
a rights issue only):
i. to ordinary shareholders in proportion (as nearly as may
be practicable) to their existing holdings; and
ii. to holders of other equity securities, as required by
the rights of those securities or, subject to such rights,
as the directors otherwise consider necessary,
and so that the directors may impose any limits or
restrictions and make any arrangements which they
consider necessary or appropriate to deal with treasury
shares, fractional entitlements, record dates, legal,
regulatory or practical problems in, or under the laws
of, any territory or any other matter; and
b. to the allotment of equity securities pursuant to the authority
granted by paragraph (a) of resolution 14 and/or sale of
treasury shares for cash (in each case otherwise than in
the circumstances set out in paragraph (a) of this resolution)
up to a nominal amount of £86,100 calculated, in the case
of equity securities which are rights to subscribe for, or to
convert securities into, ordinary shares by reference to the
aggregate nominal amount of relevant shares which may
be allotted pursuant to such rights,
such power to apply until the end of the Company’s next
annual general meeting after this resolution is passed (or, if
earlier, until the close of business on 30 June 2016) but so that
the Company may make offers and enter into agreements
before the power expires which would, or might, require
equity securities to be allotted after the power expires and the
directors may allot equity securities under any such offer or
agreement as if the power had not expired.
16.That, a general meeting other than an annual general meeting
may be called on not less than 14 clear days’ notice.
17. That, the Company be generally and unconditionally
authorised to make one or more market purchases (within
the meaning of section 693(4) of the Companies Act 2006) of
ordinary shares of £0.01 each in the capital of the Company
(“Ordinary Shares”)each provided that:
a. The maximum aggregate number of Ordinary Shares
that may be purchased is 25,833,032 (representing
approximately 14.9% of the issued Ordinary Share capital
of the Company as at the date of this notice).
b. The minimum price (excluding expenses) which may
be paid for each Ordinary Share is £0.01
c. The maximum price (excluding expenses) which may be
paid for each Ordinary Share is the higher of: i) an amount
equal to 105 per cent of the average of the middle market
quotations for an Ordinary Share in the Company, as
derived from the London Stock Exchange Daily Official List,
for the five business days immediately proceeding the day
that Ordinary Share is purchased; and ii) and amount equal
to the higher of the price of the last independent trade
of an Ordinary Share and the highest current independent
bid for an Ordinary Share as derived from The London Stock
Exchange Trading System.
d. This authority shall expire at the conclusion of the
Company’s annual general meeting in 2016, or if earlier,
on close of business on 30 June 2016.
e. The Company may, before the expiry of this authority,
enter into a contract to purchase Ordinary Shares which
will or may be executed wholly or partly after the expiry
of such authority.
18.To authorise the Company and all companies that are its
subsidiaries at any time during the period for which this
resolution has effect for the purposes of section 366 of the
Companies Act 2006 to:
a. make political donations to political parties or independent
election candidates (as such terms are defined in sections
363 and 364 of the Companies Act 2006), not exceeding
£100,000 in aggregate;
b. make political donations to political organisations other
than political parties (as such terms are defined in sections
363 and 364 of the Companies Act 2006), not exceeding
£100,000 in aggregate; and
Cambian Group plc
Notice of Annual General Meeting 2015
7
Cambian Group plc (continued)
c. to incur political expenditure (as such term is defined in
section 365 of the Companies Act 2006), not exceeding
£100,000 in aggregate, during the period beginning with
the date of the passing of this resolution and ending with
the conclusion of the next annual general meeting of the
Company (or, if earlier, until the close of business on 30 June
2016), provided that the maximum amounts referred to in (a),
(b) and (c) may comprise sums in different currencies which
shall be converted at such rate as the board may in its
absolute discretion determine to be appropriate.
In accordance with Listing Rule 9.2.2ER, notice is also hereby given
for the independent shareholders (as defined for the purposes
of the Listing Rules) of the Company only:
19.To approve the election of Christopher Kemball as a director
of the Company, conditional on the passing of resolution 10.
20.To approve the election of Chris Brinsmead as a director of
the Company, conditional on the passing of resolution 11.
21.To approve the election of Alison Halsey as a director of the
Company, conditional on the passing of resolution 12.
BY ORDER OF THE BOARD
Paul Wright
Company Secretary
4th Floor, Waterfront Building
Chancellors Road
Hammersmith Embankment
London W6 9RU
13 March 2015
Registered in England and Wales No. 8929371
Important notes regarding your general right to appoint
a proxy and voting can be found on pages 13 to 15 of this
Notice of Meeting.
8
Cambian Group plc
Notice of Annual General Meeting 2015
Explanatory notes to the resolutions
These notes are intended to explain the business to be transacted
at the Meeting. Resolutions 15, 16 and 17 are 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. All other resolutions are 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.
Re-appointment and remuneration of auditors
(resolutions 4 and 5)
Resolution 4 proposes to reappoint Deloitte LLP as auditors to hold
office from the conclusion of the Meeting until the conclusion of the
next general meeting of the Company at which accounts are laid.
Accounts (resolution 1)
The directors must present to the Meeting the Company’s annual
accounts for the financial year ended 31 December 2014, together
with the directors’ report, the directors’ remuneration report,
the auditors’ report on those accounts and on the auditable
part of the directors’ remuneration report for consideration by
shareholders. As required by law, the Company has produced a
strategic report that contains a review of the Company’s business
and a description of the principal risks and uncertainties facing
the Company. The Board will welcome any questions and
discussion on the annual report at the Meeting.
Final dividend (resolution 6)
The directors are recommending a single dividend for the financial
year ended 31 December 2014 of 1.8 pence per ordinary share
payable to shareholders on the register at the close of business
on 7 April 2015.
Directors’ remuneration policy (resolution 2)
Resolution 2 seeks shareholders’ approval for the directors’
remuneration policy, on pages 57 to 67 of the directors’
remuneration report for the financial year ended 31 December 2014.
Election of directors (resolutions 7 to 12)
In accordance with the recommendations of the UK Corporate
Governance Code 2014, all the directors of the Company
have resolved that they will offer themselves for election
by shareholders at the Meeting.
The directors’ remuneration policy sets out the Company’s forward
looking policy on directors’ remuneration (including the approach
on exit payments for directors), and is subject to a binding
shareholder vote by ordinary resolution, as required by law.
The Company is required to put the directors’ remuneration policy
to a binding vote of the shareholders: (i) at least once every three
years; or (ii) on a more frequent basis if changes to it are proposed.
Resolution 2 is proposed as an ordinary resolution. If the directors’
remuneration policy is approved it will become effective from the
close of the Meeting, following which all payments by the Company
to directors and former directors will be made in accordance with
it, unless a payment has been approved by a resolution of the
shareholders at a general meeting. If the Company wishes to
amend the directors’ remuneration policy it first will need to
obtain the approval of shareholders for that revised policy. If the
directors’ remuneration policy is not approved by shareholders,
the Company will seek shareholder approval for a revised policy
as soon as practicable.
Directors’ remuneration report (resolution 3)
Resolution 3 seeks shareholders’ approval for the directors’
remuneration report (excluding the directors remuneration policy)
on pages 67 to 70 of the directors’ remuneration report for the
financial year ended 31 December 2014.
Resolution 5 proposes to authorise the directors to fix the
remuneration of the auditors.
If resolution 6 is passed and the final dividend paid out, this will
result in a total payment of £3 million for shareholders in line with
the statement made in the Company’s prospectus regarding the
Company’s first dividend. If shareholders approve this dividend,
it will be paid on 23 April 2015.
Resolutions 7 to 12 are being proposed as ordinary resolutions.
All of the shareholders may vote on resolutions 7 to 12 which relate
to the election of all of the directors.
Further information on all of the directors and further details of their
skills and experience, and representation on the board committees
can be found on pages 34 to 35 of the annual report and accounts
of the Company for the year ended 31 December 2014.
Following the evaluation exercise conducted by Lintstock Limited
during the year ended 31 December 2014, which is discussed
in more detail in the Corporate Governance Report in the
annual report and accounts of the Company for the year ended
31 December 2014 on page 47, the board considers that each of
the directors proposed for election will make an effective and
valuable contribution and will demonstrate commitment to his or
her role. Any absences from scheduled board and committee
meetings have been due to unavoidable personal circumstances.
Each of the directors offering themselves for election is highly
experienced. In view of their career experience, the board
considers that they each bring valuable skills to the board.
This resolution is proposed as an ordinary resolution. The vote
is advisory and the directors’ entitlement to remuneration
is not conditional on it.
Cambian Group plc
Notice of Annual General Meeting 2015
9
Explanatory notes to the resolutions
(continued)
Election of independent non-executive directors as required by
the Listing Rules (resolutions 19 to 21)
The Company is required by law to comply with new provisions
of the Listing Rules introduced in May 2014 relating to controlling
shareholders and the election or re-election of the independent
non-executive directors of a company. For the purposes of the
Listing Rules, GI Partners (being collectively, Care Aspirations LLC,
Advanced Childcare LLC and Cambian Holdings LLC) is a
controlling shareholder of the Company as a result of it exercising
or controlling more than 30 per cent. of the voting rights of the
Company (and for this purpose, references to GI Partners refer
to associates of GI Partners who have an interest in the shares
of the Company). As such, the election of the independent
non-executive directors of the Company must be approved
by a majority vote of both:
• The shareholders of the Company (taken as a whole); and
• The independent shareholders of the Company (that is the
shareholders of the Company entitled to vote on the election
of the directors who are not controlling shareholders of the
Company or associated with them).
Resolutions 19 to 21 are being proposed as ordinary resolutions.
Resolutions 19 to 21 set out the resolutions, as required by the revised
Listing Rules, to approve the election of each of the independent
non-executive directors, determined to be independent by the
board for the purposes of the UK Corporate Governance Code 2014.
Accordingly, in relation to the election of Christopher Kemball, Chris
Brinsmead and Alison Halsey, these resolutions provide for another
vote by the independent shareholders.
Under the Listing Rules, if a resolution to approve the election
of an independent non-executive director is not approved by
majority vote of both the shareholders as a whole and the
independent shareholders at the Meeting, a further resolution
may be put forward to be approved by the shareholders as a
whole at a general meeting which must be held more than 90
days after the date of the first vote but within 120 days of the first
vote. Accordingly, if any of resolutions 19 to 21 are not approved
by a majority vote of the independent shareholders at the
Meeting, the relevant director(s) will be treated as having been
elected only for the period from the date of the Meeting until
the earlier of (i) the close of any general meeting of the Company,
convened for a date more than 90 days after the Meeting but
within 120 days of the Meeting, to propose a further resolution to
approve the election of him or her, (ii) the date which is 120 days
after the Meeting and (iii) the date of any announcement by the
board that it does not intend to hold a second vote. In the event
that the director’s election is approved by a majority vote of all
shareholders at a second meeting, the director will then be
elected until the next annual general meeting of the Company.
10
Cambian Group plc
Notice of Annual General Meeting 2015
Electronic communication (resolution 13)
The Company’s articles of association contain provision for
the giving of notice and the sending of documents or other
information to shareholders by electronic means, including
making such notices, documents or information available on a
website. However, in order to make use of this provision, which
will both facilitate and reduce the cost and environmental impact
of communication with shareholders, the Company is required
under the Disclosure Rules and Transparency Rules of the UK
Financial Conduct Authority to seek approval from shareholders
to use these means of communication. The letter from the
chairman seeks approval from shareholders.
If resolution 13 is passed, there is included in the form of proxy
for use at the meeting a form which should be signed and
returned to the Company by 13 April 2015 by those shareholders
who wish to continue to receive documents and information in
paper form. Shareholders who consent to the use of electronic
means for communications, including making such notices,
documents or information available on a website, should register
to do so at www.shareview.co.uk to provide an e-mail address
for this purpose should they wish. Further details on this process
are set out in that letter.
Should a shareholder wish in the future to change its choice
regarding how to receive documents and information from the
Company it may do so at any time by writing to:
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
Directors’ authority to allot securities (resolution 14)
Further to the Company’s articles of association and the provisions
of the Companies Act 2006, the directors may only allot shares or
grant rights over shares if authorised to do so by the shareholders.
Accordingly, the authority in resolution 14, paragraph (a) will
allow the directors to allot shares or grant rights to subscribe
for, or convert any security into, shares in the Company, up to
a maximum nominal amount of £568,700, representing
approximately one-third of the Company’s issued ordinary share
capital calculated as at 11 March 2015 (the latest practicable date
prior to publication of this document). The authority in resolution
14, paragraph (b) will allow the directors to allot further shares
up to a maximum nominal amount of £568,700, representing
approximately one-third of the Company’s issued ordinary share
capital calculated as at 11 March 2015 (the latest practicable date
prior to publication of this document), or grant rights to subscribe
for, or convert any security into, shares in the Company, only in
connection with a pre-emptive rights issue.
This authority will expire at the conclusion of the next annual
general meeting of the Company or, if earlier, at the close of
business on 30 June 2016. The directors intend to renew this
authority annually at each annual general meeting of the
Company. The directors have no present intention of exercising
this authority. However, it is considered prudent to maintain
the flexibility that this authority provides.
As at 11 March 2015, the Company held no ordinary shares
in treasury.
Resolution 14 complies with the Investment Management
Association Share Capital Management Guidelines issued
in July 2014.
Directors’ authority to dis-apply pre-emption rights
(resolution 15)
Under the Companies Act 2006, when new shares are proposed to
be issued for cash, other than in connection with a company share
option plan, they must first be offered to existing shareholders
pro-rata to their percentage holdings at such time. There may be
occasions, however, when the directors may need the flexibility
to finance business opportunities by the issue of shares for cash
without a fully pre-emptive offer to existing shareholders. It is
therefore proposed to grant the directors authority to allot shares
for cash without such securities first being required to be offered
to existing shareholders.
Resolution 15 will, if passed by special resolution, give the directors
authority to allot shares pursuant to the authority granted in
resolution 14 for cash on a non-preemptive basis. In accordance
with the relevant investor guidelines, this authority will permit the
directors to allot shares for cash: (a) in connection with a rights
issue or any other pre-emptive offer concerning equity securities,
or (b) otherwise than in connection with a rights issue or any other
pre-emptive offer for shares in the Company up to a maximum
nominal value of £86,100, representing approximately 5 per cent.
of the Company’s issued ordinary share capital calculated
as at 11 March 2015 (the latest practicable date prior to the
publication of this document).
The power conferred by resolution 15 will expire at the conclusion
of the next annual general meeting of the Company or, if earlier,
at the close of business on 30 June 2016. The directors intend
to renew this authority annually at each annual general meeting
of the Company. The directors have no immediate plans to make
use of this authority.
The provisions of resolution 15 comply with the guidelines of the
Pre-emption Group and the Investment Management Association.
Notice of general meetings, other than annual general
meetings (resolution 16)
Resolution 16 will, if passed, allow the Company to hold general
meetings (other than annual general meetings) on 14 clear days’
notice. Under the Companies Act 2006, the minimum notice
period for publicly listed company general meetings is 21 clear
days, but with an ability for companies to reduce this period to
14 clear days (other than for annual general meetings) provided
that certain conditions are met.
The first condition is that the Company offers a facility for members
to vote by electronic means. This condition is met if the Company
offers a facility allowing members to appoint a proxy by means
of a website. The Company provides this facility (please refer
to note 5 to the notice of Meeting on page 13 of this document
for details of the Company’s arrangements for electronic proxy
appointment). The other condition is that there is an annual
resolution of shareholders approving the reduction of the
minimum notice period from 21 clear days to 14 clear days.
The board is proposing resolution 16 as a special resolution
to approve 14 clear days as the minimum period of notice for
all general meetings of the Company other than annual general
meetings. The approval will be effective until the conclusion
of the next annual general meeting of the Company.
Purchase of own shares (resolution 17)
This resolution seeks authority for the Company to make market
purchases of its own ordinary shares and is proposed as a special
resolution. If passed, the resolution gives authority for the
Company to purchase up to 25,833,032 of its ordinary shares,
representing approximately 14.9 per cent of the Company’s issued
Ordinary Share capital as at 11 March 2015 (the latest practicable
date prior to the publication of this document).
The directors have no present intention of exercising the authority
granted by this resolution. For so long as GI Partners hold more
than 30 per cent of the Company’s issued ordinary shares, the
directors will not exercise the authority granted by this resolution
without first seeking a waiver of the obligation that may arise
under the UK’s Takeover code for GI Partners to make a general
offer for the entire issued share capital of the Company as a
result of purchases by the Company of ordinary shares pursuant
to the authority given to them by this resolution, or entering into
arrangements with GI Partners to ensure that the Company buys
back enough ordinary shares from GI Partners at the same time
as it buys back ordinary shares from other shareholders so as not
to increase GI Partners’ percentage shareholding in the Company.
Further, the directors will only exercise the authority to purchase
ordinary shares where they consider that such purchases will
be in the best interests of shareholders generally and will result
in an increase in earnings per ordinary share.
Cambian Group plc
Notice of Annual General Meeting 2015
11
Explanatory notes to the resolutions
(continued)
The resolution specifies the minimum and maximum prices which
may be paid for any ordinary shares in the Company purchased
under this authority. The authority will expire at the conclusion of
the Company’s 2016 annual general meeting, or if earlier at close
of business on 30 June 2016.
The Company may either cancel any shares it purchases under
this authority or transfer them into treasury (and subsequently sell
or transfer them out of treasury or cancel them). No dividends are
paid on shares in treasury and no voting rights attach to treasury
shares. If the shares that the Company buys back under this
authority are held in treasury, this would give the Company the
ability to re-issue treasury shares quickly and cost-effectively,
providing the Company with additional flexibility in the
management of its capital.
On 11 March 2015, the total number of options to subscribe for
ordinary shares in the Company amounted to 6,646,219. This
represented 3.9 per cent of the Company’s issued ordinary share
capital (excluding treasury shares) on that date. If this authority
to purchase shares was exercised in full the options would
represent 4.2 per cent of the issued ordinary share capital
(excluding treasury shares) as at 11 March 2015. The Company
does not have any outstanding share warrants
Political donations and expenditure (resolution 18)
Part 14 of the Companies Act 2006, amongst other things,
prohibits political donations made by a company and its
subsidiaries to EU political parties, to other EU political
organisations, to an independent election candidate in the
EU or political expenditure incurred by a company of more
than £5,000 in any 12 month period unless they have been
authorised to make donations by the company’s shareholders.
It is not the policy of the Company to make donations to political
parties, other political organisations or independent election
candidates and the directors have no intention of changing
that policy. However, as a result of the wide definition of political
organisations under Part 14 of the Companies Act 2006, normal
expenditure (such as expenditure on organisations concerned
with matters of public policy, law reform and representation
of the business community) and business activities (such
as communicating with the Government and political parties
at local, national and European level) might be construed
as political expenditure or as a donation to a political party
or other political organisation and fall within the restrictions
of the Companies Act 2006.
Resolution 18 does not purport to authorise any particular
donation or expenditure but is expressed in general terms as
required by the Companies Act 2006 and is intended to authorise
normal donations and expenditure. If passed, resolution 18 will
allow the Company and its subsidiaries to make donations to
political parties, other political organisations and independent
12
Cambian Group plc
Notice of Annual General Meeting 2015
election candidates and to incur political expenditure (as defined
in the Companies Act 2006) up to an aggregate limit of £100,000
in the period beginning with the date of the passing of resolution
18 and ending with the conclusion of the next annual general
meeting of the Company (or, if earlier, close of business on 30
June 2016) whilst avoiding, because of the uncertainty over
the definitions used in the Companies Act 2006, inadvertent
infringement of the Companies Act 2006. Any political donation
made or political expenditure incurred which is in excess of £200
will be disclosed in the Company’s annual report and accounts
for next year, as required by the Companies Act 2006. Resolution
18 will not be used to make political donations within the normal
meaning of that expression.
Note:
Voting on all resolutions will be conducted by way of a poll rather
than a show of hands. This is a more transparent method of voting
as member votes are to be counted according to the number of
shares held. As soon as practicable following the Meeting, the
results of the voting at the Meeting and the numbers of proxy
votes cast for and against and the number of votes actively
withheld in respect of each of the resolutions will be announced
via a Regulatory Information Service and also placed on the
Company’s website: www.cambiangroup.com/investors.
Notes
1. General: A copy of this notice of Meeting and other information
regarding the Meeting, required by section 311A of the
Companies Act 2006 (including a copy of the annual report
and accounts for the financial year ended 31 December 2014
posted with this notice) is available from the Company’s
website at www.cambiangroup.com.
2. Entitlement to vote: Under the Company’s articles of
association the holders of ordinary shares are entitled to
attend the Meeting and to speak and vote at the Meeting.
Duly appointed proxies are entitled also to attend, speak
and vote at the Meeting.
The Company specifies that only those holders of ordinary
shares registered in the register of members of the Company
as at 6:00 p.m. on Monday 13 April 2015 (or, if the Meeting
is adjourned, 6:00 p.m. on the day that is 48 hours before
any adjourned meeting) shall be entitled to attend (either in
person or by proxy) and vote at the Meeting, or any adjourned
meeting, in respect of the number of shares registered in
their names at that time. Pursuant to Regulation 41 of the
Uncertificated Securities Regulations 2001, shareholders who
hold shares in uncertificated form must be entered on the
Company’s share register at 6:00 p.m. on Monday 13 April 2015
(or, if the Meeting is adjourned, 6:00 p.m. on the day that is
48 hours before any adjourned meeting) in order to be entitled
to attend and vote at the Meeting. Any changes to the register
of members after 6:00 p.m. on Monday 13 April 2015 (or, if
the Meeting is adjourned, 6:00 p.m. on the day that is 48
hours before any adjourned meeting) shall be disregarded
in determining the right of any person to attend and vote at
the Meeting.
3. Entitlement to appoint proxies: Shareholders are entitled
to appoint a proxy to exercise all or any of their rights to
attend and to speak and vote on their behalf at the Meeting.
A shareholder may appoint more than one proxy in relation
to the 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
of the Company.
A proxy form which may be used to make such appointment
and give proxy instructions accompanies this notice of Meeting.
If you do not have a proxy form and believe that you should
have one, or if you require additional forms, please contact
Equiniti Limited, Aspect House, Spencer Road, Lancing BN99
6DA or the Company Secretary at the registered office
of the Company set out at the foot of the notice of Meeting.
The return of a completed proxy form, or other such instrument
or any CREST Proxy Instruction (as described in Note 6 below)
will not prevent a shareholder attending the Meeting and
voting in person if he/she wishes to do so.
In the case of joint holders, the signature of only one of the joint
holders is required on the form of proxy but the vote of the first
named on the register of members will be accepted to the
exclusion of the other joint holders.
4. Paper proxies: To be valid any proxy form or other instrument
appointing a proxy must be received by post or (during normal
business hours only) by hand at Equiniti Limited, Aspect House,
Spencer Road, Lancing BN99 6DA or the Company Secretary
at the registered office of the Company set out at the foot of the
notice of Meeting no later than 10:00 a.m. on Monday 13 April
2015 (or, if the Meeting is adjourned, not later than 48 hours
before the time fixed for the adjourned meeting). Completion
and return of a form of proxy does not preclude a member
from attending and voting at the Meeting or at any
adjournment thereof in person.
5. Electronic proxies: As an alternative to completing and
returning the printed form of proxy, you may submit your proxy
electronically by accessing the Sharevote website provided by
Equiniti. Shareholders may submit an electronic proxy online,
using the reference numbers printed on the form of proxy, at
www.sharevote.co.uk where details of the voting procedure
are shown. A proxy form lodged electronically will be invalid
unless it is lodged at the electronic address specified in the
proxy form no later than 10:00 a.m. on Monday 13 April 2015
(or, if the Meeting is adjourned, not later than 48 hours before
the time fixed for the adjourned meeting). Any electronic
communication sent by a shareholder to the Company
or to Equiniti Limited which is found to contain a computer
virus or similar will not be accepted.
6. CREST proxy appointment: CREST members who wish
to appoint a proxy or proxies through the CREST electronic
proxy appointment service may do so by using the
procedures described in the CREST Manual (available via
www.euroclear.com). CREST Personal Members or other
CREST sponsored members, and those CREST members
who have appointed a voting service provider, should refer
to their CREST sponsor or voting service provider(s), who
will be able to take the appropriate action on their behalf.
Cambian Group plc
Notice of Annual General Meeting 2015
13
Notes (continued)
In order for a proxy appointment or instruction made using
the CREST service to be valid, the appropriate CREST message
(a “CREST Proxy Instruction”) must be properly authenticated
in accordance with Euroclear UK & Ireland Limited’s
specifications, and must contain the information required for
such instruction, as described in the CREST Manual (available
via www.euroclear.com). The message, regardless of whether
it constitutes the appointment of a proxy or is 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 number RA19) not later than 10:00 a.m. on
Monday 13 April 2015 (or, if the Meeting is adjourned, not later
than 48 hours before the time fixed for the adjourned meeting).
For this purpose, the time of receipt will be taken to be the time
(as determined by the time stamp 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.
CREST members and, where applicable, their CREST sponsors,
or voting service provider(s) should note that Euroclear UK &
Ireland Limited does not make available special procedures in
CREST for any particular message. 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 sponsored member, or has appointed a voting
service provider, to procure that his/her 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 system providers are referred, in particular, to those
sections of the CREST Manual concerning practical limitations
of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction
in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
7. Corporate representatives: A corporation which is a member
may by resolution of its directors or other governing body
authorise a person to act as its representative who may
exercise, on its behalf, all its powers as a member, provided
that they do not do so in relation to the same shares. A
certified copy of any such resolution must be deposited at
the registered office of the Company not less than 48 hours
before the time appointed for the Meeting to be valid.
8. Nominated persons: Any person to whom this notice is
sent who is a person nominated under section 146 of the
Companies Act 2006 to enjoy information rights (a “Nominated
Person”) may, under an agreement between him/her and the
shareholder by whom he/she was nominated, have a right to
be appointed (or to have someone else appointed) as a proxy
for the Meeting. If a Nominated Person has no such proxy
appointment right or does not wish to exercise it, he/she may,
under any such agreement, have a right to give instructions
to the shareholder as to the exercise of voting rights.
The statement of the rights of shareholders in relation to
the appointment of proxies at Notes 2, 3, 4, 5 and 6 above
does not apply to Nominated Persons. The rights described
in those paragraphs can only be exercised by shareholders
of the Company.
9. Electronic communication: Please note that the Company
takes all reasonable precautions to ensure no viruses are
present in any electronic communication it sends out but the
Company cannot accept responsibility for loss or damage
arising from the opening or use of any email or attachments
from the Company and recommends that the shareholders
subject all messages to virus checking procedures prior to
use. Any electronic communication received by the Company,
including the lodgement of an electronic proxy form, that is
found to contain any virus will not be accepted.
10.Voting and voting rights: As at 5:00pm on 11 March 2015 (the
latest business day prior to the publication of this notice), the
Company’s issued share capital consists of 172,335,110 ordinary
shares, carrying one vote each. Therefore, the total number of
voting rights in the Company as at 5:00pm on 11 March 2015
is 172,335,110. The website referred to in Note 1 will include
information on the number of shares and voting rights.
Voting on all resolutions will be conducted by way of a poll rather
than on a show of hands as this is considered by the board to
reflect the views of shareholders more accurately. As soon as
practicable, following the Meeting the results of voting at the
Meeting and the numbers of proxy votes cast for and against and
the number of votes actively withheld in respect of each resolution
will be announced via a Regulatory Information Service and also
placed on the Company’s website referred to in Note 1 above.
11. Right to ask questions: Any shareholder attending the
Meeting has the right to ask questions. The Company must
cause to be answered any such question relating to the
business being dealt with at the Meeting but no such answer
need be given if:
• to do so would interfere unduly with the preparation for the
Meeting or involve the disclosure of confidential information; or
• the answer has already been given on a website in the form
of an answer to a question; or
• it is undesirable in the interests of the Company or the good
order of the Meeting that the question be answered.
14
Cambian Group plc
Notice of Annual General Meeting 2015
12.Audit concerns: Under section 527 of the Companies Act
2006 a shareholder or shareholders meeting the threshold
requirements set out in that section have the right to require
the Company to publish on a website a statement setting out
any matter relating to: (i) the audit of the Company’s accounts
(including the auditor’s report and the conduct of the audit)
that are to be laid before the meeting; or (ii) any circumstance
connected with an auditor of the Company ceasing to hold
office since the previous meeting at which annual accounts
and reports were laid in accordance with section 437 of the
Companies Act 2006. The Company may not require the
shareholders requesting any such website publication to
pay its expenses in complying with sections 527 or 528 of the
Companies Act 2006. Where the Company is required to place
a statement on a website under section 527 of the Companies
Act 2006, it must forward the statement to the Company’s
auditor not later than the time when it makes the statement
available on the website. The business which may be dealt
with at the Meeting includes any statement that the Company
has been required under section 527 of the Companies Act
2006 to publish on a website.
13.Communication with the Company: You may not use any
electronic address provided either in this notice of Meeting
or any related documents (including the form of proxy
accompanying this document) to communicate with the
Company for any purposes other than those expressly stated.
All communication with the Company in relation to the Meeting
should be by writing to Equiniti Limited, Aspect House, Spencer
Road, Lancing BN99 6DA or to the Company Secretary at the
registered office of the Company set out at the foot of the
notice of Meeting.
14.Inspection of documents: The following documents will be
available for inspection at the registered office of the Company
from 13 March 2015 until the time of the Meeting and at the
Meeting venue itself for at least 15 minutes prior to the start
of the Meeting until the end of the Meeting:
• Copies of the service contracts of the executive directors
of the Company; and
• Copies of the letters of appointment of the non-executive
directors of the Company.
The request may be in hard copy form or in electronic form
(stating your name and address and in the case of an
electronic communication stating AGM in the subject line of the
e-mail) and either set out the statement in full or, if supporting
a statement sent by another shareholder, clearly identify the
statement which is being supported; must be authenticated
by the person or persons making it; and be received by the
Company at least one week before the Meeting.
Cambian Group plc
Notice of Annual General Meeting 2015
15
General Information
Time
10:00am
Location
The 2015 Annual General Meeting is being held at:
The Cambian Churchill Hospital
22 Barkham Terrace,
London,
SE1 7PW
The location is shown on the map below.
Transport details
Nearest stations
Lambeth North
Elephant & Castle
Security
Please note that, for security reasons, all hand luggage may
be subject to examination prior to entry to the Annual General
Meeting. Certain items, including cameras and recording
equipment will not be permitted in the meeting room.
Persons who are not shareholders of the Company (or their
appointed proxy) will not be admitted to the Annual General
Meeting unless prior arrangements have been made with the Company.
Lambeth North
The Cambian Churchill Hospital,
22 Barkham Terrace, London SE1 7PW
Geraldine Mary
Harmsworth Park
Elephant & Castle
16
Cambian Group plc
Notice of Annual General Meeting 2015