TIDMOSB
LEI: 213800ZBKL9BHSL2K459
OSB GROUP PLC
(the Company)
NOTICE OF ANNUAL GENERAL MEETING
The following regulated information, disseminated pursuant to
DTR 6.3.5, comprises the Notice of Annual General Meeting (AGM) for
2023 which was sent to shareholders of the Company on 31 March
2023. A copy of the Notice of AGM is available at www.osb.co.uk
The AGM will be held at 90 Whitfield Street, Fitzrovia, London
W1T 4EZ on Thursday, 11 May 2023 at 11 am.
Should it become appropriate to revise the current arrangements
for the AGM, any such changes will be notified to shareholders
through our website (www.osb.co.uk) and, where appropriate, by
announcement made by the Company to a Regulatory Information
Service.
Enquiries:
OSB GROUP PLC
Nickesha Graham-Burrell
Group Head of Company Secretariat t: 01634 835 796
Investor relations
Email: osbrelations@osb.co.uk
https://www.globenewswire.com/Tracker?data=MO7uNVBFsM7B-GllbzBJS4GjFFEA3bDw5R2P1I1uSB-SbUEMtDI9DWX_wSopeVqbZon6kroj3giT6aUltktmvi6tD7ujLHR3hx1_MId-r2k=
t: 01634 838 973
Brunswick t: 020 7404 5959
Robin Wrench / Simone Selzer
Notes to Editors
About OSB GROUP PLC
OSB began trading as a bank on 1 February 2011 and was admitted
to the main market of the London Stock Exchange in June 2014
(OSB.L). OSB joined the FTSE 250 index in June 2015. On 4 October
2019, OSB acquired Charter Court Financial Services Group plc
(CCFS) and its subsidiary businesses. On 30 November 2020, OSB
GROUP PLC became the listed entity and holding company for the OSB
Group. The Group provides specialist lending and retail savings and
is authorised by the Prudential Regulation Authority, part of the
Bank of England, and regulated by the Financial Conduct Authority
and Prudential Regulation Authority. The Group reports under two
segments, OneSavings Bank and Charter Court Financial Services.
OneSavings Bank
OSB primarily targets market sub-sectors that offer high growth
potential and attractive risk-adjusted returns in which it can take
a leading position and where it has established expertise,
platforms and capabilities. These include private rented sector
Buy-to-Let, commercial and semi-commercial mortgages, residential
development finance, bespoke and specialist residential lending,
secured funding lines and asset finance.
OSB originates mortgages organically via specialist brokers and
independent financial advisers through its specialist brands
including Kent Reliance for Intermediaries and InterBay Commercial.
It is differentiated through its use of highly skilled, bespoke
underwriting and efficient operating model.
OSB is predominantly funded by retail savings originated through
the long-established Kent Reliance name, which includes online and
postal channels as well as a network of branches in the South East
of England. Diversification of funding is currently provided by
securitisation programmes and the Bank of England's Term Funding
Scheme with additional incentives for SMEs.
Charter Court Financial Services Group
CCFS focuses on providing Buy-to-Let and specialist residential
mortgages, mortgage servicing, administration and retail savings
products. It operates through its brands: Precise Mortgages and
Charter Savings Bank.
It is differentiated through risk management expertise and
best-of-breed automated technology and systems, ensuring efficient
processing, strong credit and collateral risk control and speed of
product development and innovation. These factors have enabled
strong balance sheet growth whilst maintaining high credit quality
mortgage assets.
CCFS is predominantly funded by retail savings originated
through its Charter Savings Bank brand. Diversification of funding
is currently provided by securitisation programmes and the Bank of
England's Term Funding Scheme with additional incentives for
SMEs.
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION. If you are in any doubt as to what action you should
take, you are recommended to seek your own personal financial
advice immediately from your stockbroker, bank manager, solicitor,
accountant or other independent financial adviser who, if you are
taking advice in the United Kingdom, is duly authorised under the
Financial Services and Markets Act 2000, or an appropriately
authorised independent financial adviser, if you are in a territory
outside the United Kingdom.
If you have sold or transferred all of your ordinary shares in
OSB GROUP PLC, please send this document and any other documents
that accompany it as soon as possible to the purchaser or
transferee or to the stockbroker, bank or other agent through whom
the sale or transfer was effected for transmission to the purchaser
or transferee. If you have sold or otherwise transferred only part
of your holding, you should retain this document and its
enclosures.
Notice of Annual General Meeting
OSB GROUP PLC
(incorporated and registered in England and Wales under company
number 11976839. Registered office: OSB House, Quayside, Chatham
Maritime, Chatham, United Kingdom, ME4 4QZ)
Notice of Annual General Meeting on Thursday, 11 May 2023 at 11
am
at 90 Whitfield Street, Fitzrovia, London W1T 4EZ
LETTER FROM THE CHAIRMAN
Dear Shareholder 31 March 2023
2022 ANNUAL REPORT AND ACCOUNTS AND 2023 ANNUAL GENERAL
MEETING
I am pleased to inform you that the Annual Report and Accounts
for the year ended 31 December 2022 and the Notice of the 2023
Annual General Meeting of OSB GROUP PLC (the Company) have now been
published. A copy of the 2022 Annual Report and Accounts is
enclosed with this document, together with a Form of Proxy to
enable you to exercise your voting rights at the 2023 Annual
General Meeting (AGM).
The AGM will be held at 90 Whitfield Street, Fitzrovia, London
W1T 4EZ on Thursday, 11 May 2023 at 11 am.
The formal notice of the AGM is set out on pages 3 to 5 of this
document and contains the proposed resolutions (the Resolutions).
Explanatory notes to the business to be considered are set out from
page 6 of this document.
You would have seen our declaration of a special dividend to be
paid on the same date as the final dividend. The special dividend
is not required to be included within this Notice of AGM.
VOTING AT THE AGM
I will, once again, be inviting you to vote on all Resolutions
at the AGM by way of a poll rather than on a show of hands. Poll
voting is in line with practice adopted by many UK public companies
and provides a more transparent method of voting. It will result in
a more accurate reflection of the views of shareholders by ensuring
that every vote is recognised, including the votes of those
shareholders who are unable to attend but who have appointed a
proxy for the meeting. On a poll, each shareholder has one vote for
every share held. I would encourage shareholders to exercise their
right to vote; this will ensure that your vote will be counted if
ultimately you (or any other proxy you might otherwise appoint) are
not able to attend the meeting. Instructions for completing the
Form of Proxy are outlined below. The valid appointment of a proxy
does not prevent you from attending the AGM and voting in
person.
ACTION TO BE TAKEN
Please complete and return the enclosed Form of Proxy so that it
is received by the Company's Registrar, Equiniti, by no later than
11 am on Tuesday, 9 May 2023. If you are a member of CREST, you may
submit a proxy appointment electronically through the CREST voting
service. Further details are set out in the Notes section on pages
10 to 11.
The results of voting on the Resolutions will be announced via a
Regulatory Information Service and posted on the Company's website
following the conclusion of the AGM.
RECOMMATION
The Directors recommend that shareholders vote in favour of each
of the Resolutions at the AGM. The Board considers that the
Resolutions are in the best interests of the Company's shareholders
as a whole and will promote the success of the Company for their
benefit. The Directors intend to vote in favour of the Resolutions
in respect of their own beneficial shareholdings in the Company
(save in respect of those Resolutions in which they are
interested).
Should it become appropriate to revise the current arrangements
for the AGM, any such changes will be notified to shareholders
through our website (www.osb.co.uk) and, where appropriate, by an
announcement made by the Company to a Regulatory Information
Service.
Yours faithfully
David Weymouth
Chairman
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of OSB
GROUP PLC (the Company) will be held at 90 Whitfield Street,
Fitzrovia, London W1T 4EZ on Thursday, 11 May 2023 at 11 am to
consider and, if thought fit, pass the following Resolutions.
Resolutions 1 to 9 will be proposed as ordinary resolutions.
Resolutions 10 to 14 will be proposed as special resolutions.
1. To receive the audited financial statements and the Auditor's
and Directors' Reports for the year ended 31 December 2022.
2. To approve the Directors' Remuneration Report (excluding the
Directors' Remuneration Policy) for the year ended 31 December
2022.
3. To declare a final dividend of 21.8 pence per ordinary share
in respect of the year ended 31 December 2022.
4. Election and re-election of Directors.
To elect the following individual as a Director of the
Company:
Independent Non-Executive Director
(a) Kal Atwal
To re-elect by separate resolutions each of the following
individuals as a Director of the Company:
Independent Non-Executive Directors
(b) Elizabeth Noël Harwerth
(c) Sarah Hedger
(d) Rajan Kapoor
(e) Simon Walker
Non-Executive Director
(f) David Weymouth
Executive Directors
(g) Andrew Golding
(h) April Talintyre
5. To re-appoint Deloitte LLP as the Auditor of the Company.
6. To authorise the Group Audit Committee to agree the
remuneration of the Auditor.
7. To authorise, in accordance with sections 366 and 367 of the
Companies Act 2006 (the Act), the Company and all companies that
are its subsidiaries to:
1. make political donations to political parties and/or independent election
candidates;
2. make political donations to political organisations other than political
parties; and
3. incur political expenditure;
up to an aggregate total amount of GBP50,000, with the amount
authorised for each of heads (a) to (c) above being limited to the
same total. This authority shall expire at the close of business on
30 June 2024 or, if earlier, at the conclusion of the AGM of the
Company to be held in 2024.
For the purposes of this authority the terms 'political
donation', 'political parties', 'independent election candidates',
'political organisation' and 'political expenditure' have the
meanings given by sections 363 to 365 of the Act as at the date of
this notice of meeting.
8. That the Directors are generally and unconditionally
authorised pursuant to and in accordance with section 551 of the
Companies Act 2006 (the Act) to exercise all the powers of the
Company to allot shares in the Company and to grant rights to
subscribe for, or to convert any security into, shares in the
Company (Rights):
1. up to a maximum aggregate nominal amount of GBP1,434,146.62 (representing
143,414,662 ordinary shares); and
2. comprising equity securities (within the meaning of section 560 of the
Act) up to a further maximum aggregate nominal amount of
GBP1,434,146.62 (representing 143,414,662 ordinary shares) in
connection with a pre-emptive offer (including an offer by way of a
rights issue or open offer):
(i) to ordinary shareholders in proportion (as nearly as may be
practicable) to their existing holdings; and
(ii) to the holders of other equity securities, as required by
the rights of those securities or as the Directors otherwise
consider necessary;
and subject to such exclusions or other arrangements as the
Directors may deem necessary or expedient to deal with treasury
shares, fractional entitlements, record dates or legal, regulatory
or practical problems arising under the laws or the requirements of
any regulatory body or stock exchange in any territory or by virtue
of shares being represented by depositary receipts or any other
matter.
This authority shall expire at the close of business on 30 June
2024 or, if earlier, at the conclusion of the Annual General
Meeting of the Company to be held in 2024, save that the Company
shall be entitled to make offers or agreements before the expiry of
such authority which would or might require shares to be allotted
or Rights to be granted after such expiry and the Directors shall
be entitled to allot shares and grant Rights pursuant to any such
offer or agreement as if this authority had not expired; and all
authorities vested in the Directors on the date of the notice of
this meeting to allot shares and grant Rights that remain
unexercised at the commencement of this meeting are hereby
revoked.
9. That, in addition to the authority contained in Resolution 8
in the notice of this meeting, the Directors are generally and
unconditionally authorised pursuant to and in accordance with
section 551 of the Companies Act 2006 (the Act) to exercise all the
powers of the Company to allot shares in the Company and to grant
rights to subscribe for, or to convert any security into, shares in
the Company:
1. up to a maximum aggregate nominal amount of GBP516,292.50 (representing
51,629,250 ordinary shares) in relation to the issue of Regulatory
Capital Convertible Instruments; and
2. subject to applicable law and regulation, at such conversion prices (or
such maximum or minimum conversion prices or conversion price
methodologies) as may be determined by the Directors of the Company from
time to time.
This authority shall expire at the close of business on 30 June
2024 or, if earlier, at the conclusion of the Annual General
Meeting of the Company to be held in 2024, save that the Company
shall be entitled to make offers or agreements before the expiry of
such authority, which would or might require shares to be allotted
or rights to be granted after such expiry and the Directors may
allot shares and grant rights to subscribe for or to convert any
security into shares, in pursuance of any such offer or agreement
as if the authority had
not expired.
10. That, subject to the passing of Resolution 8 in the notice
of this meeting, the Board be given power to allot equity
securities (as defined in the Companies Act 2006) for cash under
the authority given by that resolution and/or to sell ordinary
shares held by the Company as treasury shares for cash as if
section 561 of the Companies Act 2006 did not apply to any such
allotment or sale, such power to be limited:
a. to the allotment of equity securities and sale of treasury
shares in connection with an offer of, or invitation to apply for,
equity securities (but in the case of the authority granted under
paragraph (b) of Resolution 8 in the notice of this meeting, by way
of a pre-emptive offer (including an offer by way of a rights issue
or open offer) 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 as the Board otherwise considers
necessary;
and so that the Board may impose any limits or restrictions and
make any arrangements which it considers 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. in the case of the authority granted under paragraph (a)
and/or in the case of any sale of treasury shares, to the allotment
of equity securities or sale of treasury shares (otherwise than
under paragraph (a) above) up to a nominal amount of
GBP215,121.87.
Such power shall apply until the end of next year's AGM (or, if
earlier, until the close of business on 30 June 2024) but, in each
case, during this period the Company may make offers, and enter
into agreements, which would, or might, require equity securities
to be allotted (and treasury shares to be sold) after the power
ends and the Board may allot equity securities (and sell treasury
shares) under any such offer or agreement as if the power had not
ended.
11. That, subject to the passing of Resolution 8 in the notice
of this meeting, the Board be given the power in addition to any
power granted under Resolution 10 in the notice of this meeting, to
allot equity securities (as defined in the Companies Act 2006) for
cash under the authority granted under paragraph (a) of Resolution
8 in the notice of this meeting and/or to sell ordinary shares held
by the Company as treasury shares for cash as if section 561 of the
Companies Act 2006 did not apply to any such allotment or sale,
such power to be limited to the allotment of equity securities or
sale of treasury shares up to a nominal amount of GBP215,121.87,
such power to be used only for the purposes of financing a
transaction which the Board of the Company determines to be either
an acquisition or a specified capital investment of a kind
contemplated by the Statement of Principles on Disapplying
Pre-Emption Rights most recently published by the
Pre-Emption Group prior to the date of this notice or for the
purposes of refinancing such a transaction within 12 months of its
taking place.
Such power shall apply until the end of next year's AGM (or, if
earlier, until the close of business on 30 June 2024) but, in each
case, during this period the Company may make offers, and enter
into agreements, which would, or might, require equity securities
to be allotted (and treasury shares to be sold) after the power
ends and the Board may allot equity securities (and sell treasury
shares) under any such offer or agreement as if the power had not
ended.
12. That, subject to the passing of Resolution 9 in the notice
of this meeting and in addition to the powers contained in
Resolutions 10 and 11 in the notice of this meeting, the Directors
are empowered pursuant to sections 570 and 573 of the Companies Act
2006 (the Act) to allot equity securities (within the meaning of
section 560 of the Act) for cash either pursuant to the authority
conferred by Resolution 9 in the notice of this meeting and/or by
way of a sale of treasury shares as if section 561 of the Act did
not apply to any such allotment or sale.
Such power shall expire on the revocation or expiry (unless
renewed) of the authority conferred on the Directors by Resolution
9 in the notice of this meeting, save that the Company shall be
entitled to make offers or agreements before the expiry of such
power which would or might require equity securities to be allotted
after such expiry and the Directors shall be entitled to allot
equity securities pursuant to any such offer or agreement as if the
power conferred hereby had not expired.
13. That the Company is generally and unconditionally authorised
for the purpose of section 701 of the Companies Act 2006 (the Act)
to make market purchases (within the meaning of section 693(4) of
the Act) of ordinary shares in the capital of the Company on such
terms and in such manner as the Directors may from time to time
determine, provided that:
a. the maximum aggregate number of ordinary shares hereby
authorised to be acquired is 43,024,375;
b. the minimum price (excluding expenses) which may be paid for
any such share is its nominal value;
c. the maximum price (excluding expenses) which may be paid for
any such share is the higher of (i) an amount equal to 5 per cent
above 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 5 business days immediately preceding
the day on which such share is contracted to be purchased; and (ii)
the higher of the price of the last independent trade of an
ordinary share and the highest current independent bid for an
ordinary share in the Company on the trading venues where the
market purchases by the Company is carried out;
d. the authority hereby conferred shall expire at the close of
business on 30 June 2024 or, if earlier, at the conclusion of the
Annual General Meeting of the Company to be held in 2024 unless
previously renewed, varied or revoked by the Company in general
meeting; and
e. the Company may, before this authority expires, make a
contract to purchase its ordinary shares which would or might be
executed wholly or partly after the expiry of this authority, and
may purchase its ordinary shares pursuant to it as if this
authority had
not expired.
14. That a general meeting of the Company, other than an Annual
General Meeting, may be called on not less than 14 clear days'
notice.
By Order of the Board
Jason Elphick
Group General Counsel and Company Secretary 31 March 2023
Registered Office: OSB House Quayside Chatham Maritime
Chatham
United Kingdom ME4 4QZ
EXPLANATORY NOTES
Information about the business to be considered at the AGM is
set out below.
These explanatory notes should be read in conjunction with the
2022 Annual Report and Accounts. This Notice of AGM and the 2022
Annual Report and Accounts are available at www.osb.co.uk. For the
purpose of this Notice, the issued share capital of the Company
with voting rights on 23 March 2023, being the latest practicable
date prior to the printing of this document, was 430,243,748
ordinary shares of GBP0.01 each.
RESOLUTION 1: 2022 Annual Report and Accounts (ordinary
resolution)
The Directors of the Company present the Directors' reports, the
Auditor's report and the audited financial statements of the
Company for the financial year ended 31 December 2022 (the 2022
Annual Report and Accounts) to the AGM as required by the Companies
Act 2006.
The Company proposes an ordinary resolution to receive the 2022
Annual Report and Accounts and, accordingly, shareholders have the
opportunity to raise any questions on those documents under this
Resolution.
RESOLUTION 2: Directors' Remuneration Report (excluding the
Remuneration Policy) for the year ended 31 December 2022 (ordinary
resolution)
In accordance with the Companies Act 2006, shareholders are
invited to approve the Directors' Remuneration Report for the year
ended 31 December 2022. This consists of the Annual Statement from
the Chair of the Group Remuneration and People Committee and the
Annual Report on Remuneration, which may be found on pages 142 to
156 of the 2022 Annual Report and Accounts. It details the
Directors' remuneration for the year ended 31 December 2022 and
sets out the way in which the Company intends to implement the
Directors' Remuneration Policy in 2023. The Auditor has audited
those parts of the Directors' Remuneration Report required to be
audited and its report can be found on pages 169 to 178 of the 2022
Annual Report and Accounts. For the purposes of this Resolution,
the Directors' Remuneration Report does not include the Directors'
Remuneration Policy. The vote on Resolution 2 is advisory only and
the Directors' entitlement to remuneration is not conditional on it
being passed.
The Companies Act 2006 requires the Directors' Remuneration
Policy to be put to shareholders for approval annually unless the
approved policy remains unchanged, in which case it need only be
put to shareholders for approval at least every three years. The
Company is not proposing any changes to the Directors' Remuneration
Policy that was approved at the Annual General Meeting in 2022.
RESOLUTION 3: Final dividend (ordinary resolution)
A final dividend of 21.8 pence per ordinary share has been
recommended by the Board for the year ended 31 December 2022 and,
if approved by shareholders, will be paid on 17 May 2023 to all
shareholders on the register at the close of business on 24 March
2023.
RESOLUTIONS 4 (a) to (h): Election and re-election of Directors
(ordinary resolutions)
Resolution 4(a) relates to the election of a Director. Kal Atwal
is standing for election as an Independent Non-Executive Director
having been appointed to the Board of Directors with effect from 7
February 2023.
Resolutions 4(b) to (h) relate to the retirement and re-election
of the Company's Directors. The Company's articles of association
require each Director to retire at the AGM. This is in line with
best practice recommendations of the Financial Reporting Council's
UK Corporate Governance Code.
The Board has confirmed, following a performance review, that
each of the Directors standing for re-election continues to be an
effective member of the Board, to make a positive contribution and
to demonstrate commitment to his or her role. The Board believes
that the considerable and wide-ranging experience of the Directors
will continue to be invaluable to the Company. The Board considers
that Kal Atwal has and will continue to make a valuable
contribution to the Board and that she has sufficient time to
devote to the Company's affairs. The appointment of Kal Atwal has
been recommended by the Group Nomination and Governance Committee.
The biographies of Directors can be found in the Appendix to this
document and also on the Company's website www.osb.co.uk.
RESOLUTIONS 5 AND 6: Re-appointment and remuneration of the
Auditor (ordinary resolutions)
The Company is required to appoint an auditor at each general
meeting at which accounts are laid before the Company, to hold
office until the conclusion of the next such meeting. The Group
Audit Committee has recommended to the Board, the re-appointment of
Deloitte LLP as Auditor of the Company and, has confirmed to the
Board that its recommendation is free from third party influence
and that no restrictive contractual provisions have been imposed on
the Company limiting the choice of auditor. Resolution 5 proposes
the re-appointment of Deloitte LLP as the Auditor of the Company
and Resolution 6 authorises the Group Audit Committee to agree the
Auditor's remuneration.
RESOLUTION 7: Authority to make political donations (ordinary
resolution)
Section 368 of the Companies Act 2006 (the Act) prohibits
companies from making political donations exceeding GBP5,000 in
aggregate in any 12-month period to (i) political parties, (ii)
other political organisations and (iii) independent election
candidates, and from incurring political expenditure, without
shareholder approval. In line with the Group's policy, neither the
Company nor any of its subsidiaries made any political donations
nor incurred any political expenditure during 2022. It is not
proposed or intended to alter this policy. However, some of the
Group's activities may potentially fall within the wide definitions
of 'political donation' or 'political expenditure' in the Act and,
without the necessary statutory authorisation, the Group's ability
to communicate its views effectively to political audiences and to
relevant interest groups could be inhibited. Such activities may
include briefings at receptions or conferences -- when the Group
seeks to communicate its views on issues vital to its business
interests -- including, for example, conferences of a party
political nature or of special interest groups in specific
areas.
Accordingly, the Company believes that the authority contained
in this Resolution is necessary to allow it and its subsidiaries to
fund activities which it is in the interests of shareholders that
the Company should support. Such authority will enable the Company
and its subsidiaries to be sure that they do not, because of any
uncertainty as to the bodies or the activities covered by the
Companies Act 2006, unintentionally commit a technical breach of
the statutes. Any political donation made or expenditure incurred
under authority of this Resolution will be disclosed in next year's
Annual Report and Accounts.
This authority replaces the similar authority given to the
Directors at the Annual General Meeting in 2022 and will expire at
close of business on 30 June 2024 or, if earlier, at the conclusion
of the Annual General Meeting of the Company to be held in
2024.
RESOLUTION 8: Directors' authority to allot shares (ordinary
resolution)
The Directors currently have a general authority to allot new
ordinary shares in the capital of the Company and to grant rights
to subscribe for, or convert any securities into, shares. This
authority is, however, due to expire at the AGM and the Board would
like to renew it to provide the Directors with flexibility to allot
new shares and grant rights up until the Company's next AGM within
the limits prescribed by The Investment Association.
The Investment Association's guidelines on Directors' authority
to allot shares state that the Association's members will regard as
routine any proposal at a general meeting to seek a general
authority to allot an amount up to two-thirds of the existing share
capital, provided that any amount in excess of one-third of the
existing share capital is applied to a fully pre-emptive offer
(including an offer by way of a rights issue or open offer) only.
Accordingly, if passed, this resolution will authorise the
Directors to allot (or grant rights over) new shares in the
Company: (i) under an open offer or in other situations (including
a rights issue) up to an aggregate nominal amount of
GBP1,434,146.62 (representing approximately one-third of the
Company's issued ordinary share capital); and (ii) under a fully
pre-emptive offer (including an offer by way of a rights issue or
open offer) only, up to a further aggregate nominal amount of
GBP1,434,146.62 (representing approximately one-third of the
Company's issued ordinary share capital). In each case, the
reference to the Company's issued ordinary share capital is to the
issued ordinary share capital as at 23 March 2023 (being the latest
practicable date prior to publication of this document).
If passed, this authority will expire at the close of business
on 30 June 2024 or, if earlier, at the conclusion of the AGM to be
held in 2024.
The Directors have no present intention of exercising this
authority, however, the Board considers it prudent to maintain the
flexibility that it provides to enable the Directors to respond to
any appropriate opportunities that may arise. The Company did not
hold any shares in treasury as at 23 March 2023.
RESOLUTION 9: Directors' authority to allot shares in relation
to the issue of Regulatory Capital Convertible Instruments
(ordinary resolution)
This Resolution renews the Directors' authority to allot shares
or grant rights to subscribe for or convert any security into
ordinary shares up to an aggregate nominal amount of GBP516,292.50,
in connection with the issue of 'Regulatory Capital Convertible
Instruments'. Regulatory Capital Convertible Instruments are any
securities to be issued by the Company or any member of the Group,
or by a Company outside of the Group with the consent of the
Company or a member of the Group and which are intended on issue to
form all or part of a type or class of securities, the terms of
which are eligible to meet any Regulatory Capital Requirements and
which are:
1. convertible into or exchangeable for ordinary shares of the Company; or
2. issued together with share warrants relating to ordinary shares of the
Company;
and in each case, which grant to, or require, the holder of such
security and/or its nominee a right or obligation (as applicable)
to subscribe for such ordinary shares following a specified event
relating to an actual or prospective adverse change in the capital
position or viability of the Company, any member of the Group or
the Group as a whole or any other event specified in the Regulatory
Capital Requirements and otherwise on such terms as may be
determined by the Directors of the Company or a Committee thereof
upon issue.
The Board believes it is in the best interests of the Company to
have the flexibility to issue Regulatory Capital Convertible
Instruments at any time and from time to time. The authority sought
in this Resolution will be used as considered desirable to comply
with or maintain compliance with such Regulatory Capital
Requirements or targets applicable to the Company. Regulatory
Capital Requirements are specified by the Prudential Regulation
Authority or such other authority having primary supervisory
authority with respect to the Company from time to time in relation
to the margin of solvency, capital resources, capital, contingent
capital or buffer capital of the Company, a member of the Group or
the Group taken as a whole.
The Company intends to seek to renew authority for the issuance
of such Regulatory Capital Convertible Instruments on an annual
basis.
The amount of this authority is, in aggregate, equivalent to
approximately 12 per cent of the issued ordinary share capital of
the Company as at 23 March 2023 (being the latest practicable date
before the publication of this document). No ordinary shares were
held in treasury as at that date.
Resolutions 9 and 12 are intended to provide the Directors with
the flexibility to authorise the issue of Regulatory Capital
Convertible Instruments which contain contractual debt to equity
conversion features. The Resolutions are not intended to provide
authority for any future UK statutory conversion requirements as
may become part of UK national law in the future, for which such
authority would not be required.
The authority sought in Resolution 9 is separate and distinct
from the authority sought in Resolution 8 which is the usual
authority sought on an annual basis in line with guidance issued by
The Investment Association. The authority sought in Resolution 9
will expire at the close of business on 30 June 2024 or, if
earlier, at the conclusion of the AGM to be held in 2024.
RESOLUTIONS 10 and 11: Disapplication of statutory pre-emption
rights (special resolutions)
Resolutions 10 and 11 are proposed as special resolutions which,
if passed by shareholders, will enable the Directors to allot
ordinary shares in the Company, and/or to sell any shares out of
treasury, for cash, without first offering those shares to existing
shareholders in proportion to their existing holdings.
In November 2022, the Pre-Emption Group issued a revised
Statement of Principles (the Revised Statement of Principles) which
permits companies to seek authorities to issue equity securities
for cash on a non-pre-emptive basis representing: (i) up to 10 per
cent of a company's issued ordinary share capital for use on an
unrestricted basis (plus a further authority of up to 2 per cent of
a company's issued ordinary share capital to be used only for the
purposes of making a follow-on offer of the kind contemplated by
paragraph 3 of Section 2B of the Revised Statement of Principles);
and (ii) up to an additional 10 per cent of a company's issued
ordinary share capital for use in connection with an acquisition or
a specified capital investment, which is announced
contemporaneously with the issue, or that has taken place in the
preceding 12 month period and is disclosed in the announcement of
the issue (plus a further authority of up to 2 per cent of a
company's issued ordinary share capital to be used only for the
purposes of making a follow-on offer of the kind contemplated by
paragraph 3 of Section 2B of the Revised Statement of
Principles).
Having considered the Revised Statement of Principles, the Board
believes that the limits in the Company's previous pre-emption
disapplication authorities provide the Company with sufficient
flexibility at this time. The Board will keep this matter under
review and will consider whether to seek increased authorities up
to the revised limits detailed in the Revised Statement of
Principles in future years.
Accordingly, the power set out in Resolution 10 would be limited
to:
1. allotments or sales in connection with pre-emptive offers and offers to
holders of other equity securities if required by the rights of those
securities, or as the Board otherwise considers necessary; and
2. otherwise up to an aggregate nominal amount of GBP215,121.87
(representing 21,512,187 ordinary shares and 5 per cent of the Company's
issued ordinary share capital as at 23 March 2023 (being the latest
practicable date before the publication of this document).
In addition, Resolution 11 is intended to give the Company
flexibility to make non-pre-emptive issues of ordinary shares in
connection with acquisitions and other capital investments as
contemplated by the Revised Statement of Principles. The power
under Resolution 11 is in addition to that proposed by Resolution
10 and would be limited to allotments or sales of up to aggregate
nominal amount GBP215,121.87 (representing 21,512,187 ordinary
shares and 5 per cent of the Company's issued ordinary share
capital as at 23 March 2023 (being the latest practicable date
before the publication of this document).
If the Company makes a non-pre-emptive issue of ordinary shares
for cash using the power conferred by Resolution 10 or Resolution
11 described above, the Directors confirm their intention to comply
with the shareholder protections contained in Part 2B of the
Revised Statement of Principles regarding how such an issue should
be carried out.
The authorities sought under Resolutions 10 and 11 will expire
at close of business on 30 June 2024 or, if earlier, at the
conclusion of the AGM to be held in 2024.
RESOLUTION 12: Disapplication of statutory pre-emption rights in
relation to the issue of Regulatory Capital Convertible Instruments
(special resolution)
Resolution 9 renews the Directors' authority to allot shares or
grant rights to subscribe for or convert any security into ordinary
shares up to an aggregate nominal amount of GBP516,292.50
specifically in connection with the issue of Regulatory Capital
Convertible Instruments. Resolution 12 proposes that the Directors
be empowered to allot equity securities pursuant to that authority
for cash, without first offering those equity securities to
existing shareholders in proportion to their existing holdings.
GBP516,292.50 is equivalent to approximately 12 per cent of the
issued ordinary share capital of the Company as at 23 March 2023
(being the latest practicable date before the publication of this
document).
Renewing this Resolution will permit the Company the flexibility
necessary to allot equity securities pursuant to any proposal to
issue Regulatory Capital Convertible Instruments and, by virtue of
such disapplication, without the need to comply with the
pre-emption requirements of the UK statutory regime. Together with
Resolution 9, Resolution 12 is intended to provide the Directors
with the flexibility to issue Regulatory Capital Convertible
Instruments which may convert into ordinary shares.
Conditional upon the passing of Resolutions 9 and 12, the
Directors would not expect to make use of Resolutions 8 and 10 to
issue Regulatory Capital Convertible Instruments, however, they may
do so, to the extent permissible, if deemed appropriate in light of
capital requirements, market conditions and/or high demand. Any
exercise of the authorities in Resolutions 8 and 10 (if passed)
would be separate from, and in addition to, the exercise of powers
under Resolutions 9 and 12 and would have the effect of diluting
the interests of ordinary shareholders.
RESOLUTION 13: Authority to purchase own shares (special
resolution)
The authority limits the maximum number of shares that could be
purchased to 43,024,375 (representing approximately 10 per cent of
the Company's issued ordinary share capital as at 23 March 2023)
and sets minimum and maximum prices at which shares may be
purchased.
This authority replaces the similar authority given to the
Directors at the Annual General Meeting in 2022 and will expire at
the close of business on 30 June 2024 or, if earlier, at the
conclusion of the AGM to be held in 2024. A listed company
purchasing its own shares may hold those shares in treasury and
make them available for re-sale as an alternative to cancelling
them. Accordingly, if this Resolution is passed, the Company will
have the option of holding, as treasury shares, any of its own
shares that it purchases pursuant to the authority conferred.
This would give the Company the ability to sell treasury shares
quickly and cost-effectively and provide the Company with
additional flexibility in the management of its capital base. No
dividends are paid and no voting rights are attached to shares held
in treasury. The Company did not hold any shares in treasury as at
23 March 2023 (being the latest practicable date before the
publication of this document). As at that date, there were
2,137,904 options to subscribe for ordinary shares in the capital
of the Company, representing 0.50 per cent of the Company's issued
ordinary share capital. If the full authority conferred by this
Resolution were to be exercised in full, these options would
represent 0.55 per cent of the issued ordinary share capital of the
Company.
On 16 March 2023, the Company announced its intention to
commence an ordinary share repurchase programme pursuant to the
authority granted at last year's AGM, in order to return up to
GBP150 million to shareholders (the Share Repurchase Programme).
The Share Repurchase Programme will help to deliver on the
Company's stated intention to deliver attractive and sustainable
returns to shareholders across the cycle. It is the Company's
present intention for any repurchased ordinary shares to be
cancelled and the Share Repurchase Programme is expected to
complete by no later than 15 March 2024.
The Directors regard having the flexibility to repurchase issued
shares in suitable circumstances as an important part of the
financial management of the Company. The Directors may consider
exercising the authority to purchase the Company's ordinary shares
if market conditions and the Company's financial position make this
possible but will keep the matter under review. Shares would only
be purchased if the Directors believed that to do so would result
in an improvement in earnings per share and would be in the
interests of shareholders generally. Any purchases of ordinary
shares would be by means of market purchases on a recognised
investment exchange and purchased shares would be cancelled (in
which case the number of shares in issue would thereby be reduced)
or, alternatively, held in treasury, depending on which course of
action is considered by the Directors to be in the best interests
of the shareholders at that time.
RESOLUTION 14: Notice of general meetings (special
resolution)
The statutory notice period required for general meetings of the
Company is at least 21 clear days unless shareholders approve a
shorter notice period, which cannot, however, be less than 14 clear
days (AGMs will continue to be held on at least 21 clear days'
notice). At last year's AGM, shareholders passed a resolution
enabling the Company to call general meetings, other than an AGM,
on at least 14 clear days' notice. This approval must be renewed at
each AGM, so, in order to preserve this ability, Resolution 14
seeks such approval.
It is intended that the shorter notice period would not be used
as a matter of routine for such meetings but only where the
flexibility is merited by the business of the meeting and is
thought to be in the interests of shareholders as a whole. If
given, the approval will be effective until the Company's next AGM,
when it is intended that a similar resolution will be proposed.
NOTES
1. The Company strongly encourages all shareholders to submit a
proxy vote in advance of the AGM, appointing the Chairman of the
meeting as their proxy rather than a named person. These notes to
the Notice should be read in this context.
2. Only persons entered on the Register of Members of the
Company at 6.30 pm on Tuesday, 9 May 2023 (or, if the AGM is
adjourned, at 6.30 pm on the date which is two business days prior
to the adjourned meeting) shall be entitled to attend and vote at
the AGM or
adjourned meeting. Changes to entries on the Register of Members
after this time shall be disregarded in determining the rights of
persons to attend or vote (and the number of votes they may cast)
at the AGM or adjourned meeting.
3. A shareholder entitled to attend and vote at the AGM may
appoint another person as her/his proxy to exercise all or any of
her/his rights to attend, speak and vote at the AGM. A shareholder
can appoint more than one proxy in relation to the AGM, provided
that each proxy is appointed to exercise the rights attached to a
different share or shares held by that shareholder.
4. A proxy does not need to be a shareholder of the Company but
must attend the AGM to represent you. Your proxy could be the
Chairman or another person who has agreed to attend to represent
you. If you wish for a proxy to make any comments on your behalf at
the AGM, you will need to appoint someone other than the Chairman
of the meeting and give them the relevant instructions directly.
Those submitting a Form of Proxy are strongly encouraged to appoint
the Chairman of the meeting rather than a named person as their
proxy. This will ensure that your vote will be counted even if
ultimately you (or any other proxy you might otherwise appoint) are
not able to attend the meeting. The valid appointment of a proxy
does not prevent you from attending the AGM and voting in
person.
5. A shareholder who wishes to appoint a proxy should complete
the Form of Proxy which accompanies this notice and includes full
details of how to appoint a proxy. If you do not have a Form of
Proxy and believe that you should have one, or if you require
additional Forms of Proxy, please contact Equiniti's helpline on
0371 384 2701 (+44 (0) 371 384 2701 if calling from overseas).
Lines are open between 8.30 am and 5.30 pm Monday to Friday
(excluding public holidays in England and Wales). Shareholders who
hold their shares in uncertificated form may use 'the CREST voting
service' to appoint a proxy electronically, as explained below.
6. In order to be valid, a proxy appointment must be returned
(together with any power of attorney or other authority under which
it is executed or a copy of the authority certified in ink by a
bank, a stockbroker or a solicitor) by one of the following
methods:
-- in hard copy form by post, by courier or by hand to the
Company's registrar at the address shown on the Form of Proxy; or
in the case of CREST members, by utilising the CREST voting service
in accordance with the procedures set out in note 9 below.
The appointment of a proxy in each case must formally be
received by the Company's registrar no later than 11 am on Tuesday,
9 May 2023.
You may also appoint your proxy electronically online at
www.sharevote.co.uk where full instructions on the procedure are
given. The Voting ID, Task ID and Shareholder Reference Number
printed on the Form of Proxy will be required to use this
electronic proxy appointment system. Alternatively, shareholders
who have already registered with Equiniti Registrars' online
portfolio service, Shareview, can appoint their proxy
electronically by logging on to their portfolio at
www.shareview.co.uk using their user ID and password. Once logged
in, click 'view' on the 'My Investments' page. Click on the link to
vote and follow the on screen instructions.
7. To change your proxy instructions you may return a new proxy
appointment using the methods set out above. Where you have
appointed a proxy using the hard copy Form of Proxy and would like
to change the instructions using another hard copy Form of Proxy,
please contact Equiniti at Aspect House, Spencer Road, Lancing,
West Sussex BN99 8LU. The deadline for receipt of proxy
appointments (see above) also applies in relation to amended
instructions. Any attempt to terminate or amend a proxy appointment
received after the relevant deadline will be disregarded. Where two
or more valid but differing appointments of proxy are delivered or
(in the case of appointments in electronic form) received in
respect of the same share for use at the same meeting, the one
which is last delivered or, as the case may be, received as
aforesaid (regardless of its date, its date of sending or the date
of its execution) shall be treated as replacing and revoking the
other or others as regards that share. If the Company is unable
to
determine either which is last sent or which is last delivered
or received, none of them shall be treated as valid in respect of
the relevant share(s).
In the case of joint holders, where more than one of the joint
holders purports to appoint a proxy, only the appointment submitted
by the most senior holder will be accepted. Seniority is determined
by the order in which the names of the joint holders appear in the
Company's register of members in respect of the joint holding (the
first-named being the most senior).
8. A copy of this notice has been sent for information only, to
Nominated Persons (that is, a person who has been nominated by a
shareholder to enjoy information rights under section 146 of the
Companies Act 2006). The rights to appoint a proxy cannot be
exercised by a Nominated Person; they can only be exercised by a
shareholder. However, a Nominated Person may have a right under an
agreement with the shareholder by whom she or he was nominated to
be appointed as a proxy for the AGM or to have someone else so
appointed. If a Nominated Person does not have such a right or does
not wish to exercise it, she or he may have a right under such an
agreement to give instructions to the shareholder as to the
exercise of voting rights.
9. CREST members who wish to appoint a proxy or proxies by
utilising the CREST electronic proxy appointment service may do so
by utilising the procedures described in the CREST Manual, which
can be viewed at www.euroclear.com. CREST personal members or other
CREST sponsored members, and those CREST members who have appointed
a voting service provider(s), should refer to their CREST sponsor
or voting service provider(s), who will be able to take the
appropriate action on their behalf. In order for a proxy
appointment made by means of CREST to be valid, the appropriate
CREST message (a CREST Proxy Instruction) must be properly
authenticated in accordance with Euroclear's specifications and
must contain the information required for such instructions, as
described in the CREST Manual. The message, regardless of whether
it constitutes the appointment of a proxy or 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) by 11 am on Tuesday, 9 May 2023 (the latest
time(s) for receipt of proxy appointments specified in this
notice). For this purpose, the time of receipt will be taken to be
the time (as determined by the timestamp 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. The Company may treat as invalid a CREST Proxy
Instruction in the circumstances set out in the Uncertificated
Securities Regulations 2001.
10. CREST members and, where applicable, their CREST sponsors or
voting service providers should note that Euroclear does not make
available special procedures in CREST for any particular messages.
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(s), to procure that his 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
service providers are referred, in particular, to those sections of
the CREST Manual concerning practical limitations of the CREST
system and timings.
11. 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 shareholders' votes (including the votes of those
shareholders who are unable to attend but who have appointed a
proxy for the meeting) are to be counted according to the number of
shares held. As soon as practicable, following the AGM, the results
of the voting will be announced via a Regulatory Information
Service and also placed on the Company's website:
osb.co.uk/investors/shareholder-services/.
12. Please note that the Company takes all reasonable
precautions to ensure that 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
shareholders subject all messages to virus checking procedures
prior to use. Any electronic communication received by the Company,
including the lodgment of an electronic proxy form, that is found
to contain any virus will not be accepted.
13. A shareholder of the Company, that is a corporation, may
authorise a person or persons to act as its representative(s) at
the AGM. In accordance with the provisions of the Companies Act
2006, each such representative may exercise (on behalf of the
corporation) the same powers as the corporation could exercise if
it were an individual shareholder of the Company, provided that
they do not do so in relation to the same shares.
14. Shareholders satisfying the thresholds in section 527 of the
Companies Act 2006 can require the Company to publish a statement
on its website setting out any matter relating to 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 AGM and that the
shareholders propose to raise at the AGM. The Company may not
require the shareholders requesting the publication to pay its
expenses. Any statement placed on the website must also be sent to
the Company's Auditor no later than the time it makes its statement
available on the website. The business which may be dealt with at
the AGM includes any statement that the Company has been required
to publish on its website.
15. Under section 319A of the Companies Act 2006, the Company
must, subject to limited exceptions, answer any question relating
to the business being dealt with at the AGM which is put by a
shareholder attending the AGM. Information relating to the AGM
which the Company is required by the Companies Act 2006 to publish
on a website in advance of the meeting may be viewed at
osb.co.uk/investors/ shareholder-services/. You may not use any
electronic address provided in this notice to communicate with the
Company for any purposes other than those expressly stated.
16. Shareholders have the right to ask questions in relation to
the business of the AGM but no answer need be given if (a) to do so
would interfere unduly with the preparation for the AGM or involve
the disclosure of confidential information, (b) the answer has
already been given on a website in the form of an answer to a
question, or (c) it is undesirable in the interests of the Company
or the good order of the AGM that the question be answered.
Shareholders wishing to raise any questions relating to the
business of the AGM may do so by submitting them to the Company
Secretariat ahead of the AGM at company.secretariat@osb.co.uk.
https://www.globenewswire.com/Tracker?data=ZkN80spBK-0JXiK7MadKcm7dnJqKfXv2i76N3HeeDMMrqx78HiYyXpeI0PfddqKumugHEwXYWOpFiFtrrgiWVdnMHr_DT2WkGaBxxy3c2o1D8NN67RmdT6rboKfVlSL6
You may submit questions until 11 am on Tuesday, 9 May 2023 and the
Company will endeavour to publish and maintain an appropriate
summary of responses on the 'AGM Information' page of its website
in advance of the AGM.
17. Shareholders have the right to request, in accordance with
section 360BA of the Companies Act 2006, information to enable them
to determine that their vote on a poll was validly recorded and
counted. Shareholders who wish to do so should contact Equiniti by
phone on 0371 384 2701 (+44 (0) 371 384 2701 if calling from
overseas) or by post at Aspect House, Spencer Road, Lancing, West
Sussex BN99 8LU, in each case no later than 30 days following the
date of this year's AGM.
18. As at 23 March 2023 (being the latest practicable date
before the publication of this document), the Company's issued
share capital consisted of 430,243,748 ordinary shares, carrying
one vote each. The Company did not hold any shares in treasury at
that date. Therefore, as at 23 March 2023 the total voting rights
in the Company were 430,243,748.
19. Copies of:
-- this Notice;
-- the Form of Proxy;
-- the Directors letters of appointment and service agreements; and
-- the Company's Annual Report and Accounts for the year ended 31 December
2022,
are available for inspection at the Company's registered office
during normal business hours from the date of this Notice until the
date of the AGM (excluding Saturdays, Sundays and public holidays)
and will be available for inspection at the place of the AGM for at
least 15 minutes prior to and after the AGM.
20. The Company may process personal data of attendees at the
AGM. This may include webcasts, photos, recording audio and video
links, as well as other forms of personal data. The Company shall
process such personal data in accordance with its privacy policy,
which can be found at https://www.osb.co.uk/privacy-policy/
APPIX
Director Biographies
Name and appointment Committee membership Key skills Experience & qualifications
---------------------- ------------------------ -------------------------- -------------------------------------------
Kal Atwal* Member of the Kal Atwal has significant experience
Non-Executive Group Remuneration as a non-executive director
Director and People Committee. across FTSE 100, FTSE 250 and
Kal was appointed Mutual businesses. She is a
to the Board non-executive director at Admiral
on Financial Services Limited,
7 February 2023. Whitbread plc and WH Smith
plc. Her committee experience
includes being a member of
Audit, Nomination, Remuneration,
Risk and Capital Committees.
Kal is an experienced strategy
leader with international experience
in start-up, scale-up, fintech
and digital businesses. She
began her career at EY on placement
in Madrid, after which she
held a number of operational
and strategic roles with Southern
Derbyshire Chamber and Northcliffe
Media Ltd. She joined BGL Group
when the company took over
Bennetts, the motorcycle insurance
business, where she held the
position of Managing Director.
She then became the founding
Managing Director of comparethemarket.com,
a division of BGL. Following
her promotion to Group Director
of BGL Limited, she was responsible
for brand-led businesses, group
strategy and corporate communications.
Elizabeth Noël Member of the Noël has extensive Noël was appointed to
Group experience the Board of CCFS in June 2017
Harwerth* Audit, Group in both the public and was its Senior Independent
Nomination sector with Director from August
Senior Independent and Governance, government bodies 2017. Noël is a non-executive
Group and the director of Scotiabank
Director Remuneration private sector with Europe plc. She is also a member
Noël was and People and global banking companies, of the UK Export Finance Board.
appointed to Group Risk which She is a former non-executive
Committees. brings valuable director
insight to of Sirius Minerals plc, Standard
Life Aberdeen plc and
the OSB Board Boardroom debate. RSA Insurance Group plc, prior
and the position to which she held a variety
of Senior Independent of senior roles with Citicorp
Director in for 15 years, latterly serving
October 2019. as the Chief Operating Officer
of Citibank International plc.
Noël has held non-executive
roles with GE Capital Bank
Limited, Sumitomo Mitsui Banking
Corporation Europe Limited,
Avocet Mining plc, Alent plc,
Corus Group plc, Logica plc,
The London Metal Exchange and
Standard Life Assurance Limited.
Sarah Hedger* Member of the Sarah has significant Sarah previously held leadership
Group capital positions at General
Non-Executive Audit and Group management and mergers Electric Company (GEC) for
Director Remuneration and acquisitions 12 years in its Corporate,
Sarah was appointed and People experience. Aviation and Capital business
Committees. Sarah development teams,
has leaving General Electric Company
as Leader of
to the OSB Board been appointed Since joining the Business Development and M&A
in as Chair Board, Sarah for its global GE
February 2019. of the Group has provided good Capital division. Prior to
Remuneration challenge at Board General Electric Company, Sarah
and People Committee and Committee meetings. worked at Lazard & Co. Limited
with effect from for 11 years, leaving as Director,
the conclusion Corporate Finance and also
of the Annual spent five years as an auditor
General Meeting at PricewaterhouseCoopers LLP
on 11 May 2023 (PwC). She served as an Independent
and will also non- executive director of
become a member Balta Group NV, a Belgian company
of the Group listed on Euronext, until December
Nomination and 2021 and as non-executive director
Governance Committee of GE Money Bank AB for 3 years
from the same during her time at GEC.
date.
Rajan Kapoor* Chair of the Rajan has wide-ranging Rajan was appointed to the
Group Audit Board of CCFS in
Non-Executive Committee and experience of all September 2016. He was Financial
Director member aspects of banking Controller of the Royal Bank
Rajan was appointed of the Board including external of Scotland (RBS) Group and
to Capital and Funding, reporting, financial held a
Group planning number of senior finance positions
during a 28-year
the OSB Board Remuneration and analysis, asset career with RBS. Rajan is a
and the and and liability Fellow of the Institute of
position of People, Group management, taxation Chartered Accountants and of
Chair of the Risk and and the Chartered Institute
Group Audit Group Models stress testing. of Bankers in Scotland.
Committee in and Ratings Committees. He also has extensive
October 2019. experience of financial
and regulatory reporting
in the UK and US
with a strong background
in internal financial
controls, governance
and compliance.
Name and appointment Committee membership Key skills Experience & qualifications
-------------------- ---------------------- -------------------------- --------------------------------------
Simon Walker* Member of the Simon has significant Simon has significant experience
Group in financial services.
Non-Executive Audit, Group experience in mortgages, He joined KPMG in 1980 and
Director Risk, Group SME lending, risk was made a partner of
Simon was appointed Models and Ratings management and regulation the firm in 1992, going on
and Board Capital within the to lead the firm's National
and Building Societies and Mortgage
Practice and
to the Board Funding Committees. banking sector. subsequently became banking
on 4 January Simon has been partner in Financial Risk Management.
2022. appointed as Simon graduated in Law from
Chair of the University College London and
Group Risk Committee is a qualified chartered accountant.
with effect from Simon is a non-executive director
the conclusion of H&T Group plc. He was previously
of the Annual a non-executive director of
General Meeting Leeds Theatre Trust Limited
on 11 and of IWP Holdings Ltd until
May 2023. 20 March 2023.
David Weymouth Chair of the David uses his intricate David is also Chairman of Mizuho
Board International Plc and
Chairman Capital and Funding knowledge of the Chair Elect of Pension Insurance
David was appointed and financial services Corporation plc.
to Group Nomination industry to guide Other current non-executive
and Governance and directorships include Pension
Committees; Chair the Board Insurance Corporation Group
effectively. Limited and
the OSB Board a member of the Marsh Limited where he is Chair
in September Group Remuneration of the Risk Committee. David
2017 and held and People Committee. previously served as a non-
the position executive director on the board
of Chairman of Bank of Ireland (UK) plc,
until October Fidelity International Holdings
2019. He was (UK) Limited and the Royal
re- appointed London Mutual Insurance Society.
as Chairman David was previously Chief
on 4 February Information Officer at Barclays
2020. Bank plc and Chief Risk Officer
at RSA Insurance Group plc.
He sat on the Executive Committee
of both companies. His experience
as an executive includes a
wide range of senior roles
in operations, technology,
risk and leadership.
Andrew Golding Member of the Andy has over 30 Prior to joining OSB, Andy
Board years' was CEO of Saffron Building
Chief Executive Capital and Funding experience in financial Society, where he had been
Officer Committee. services. from 2004. Prior to that, he
Andy was appointed held senior positions at National
Westminster Bank
plc, John Charcol Limited and
Bradford & Bingley plc.
to the OSB Board Andy served as a non-executive
in December director for Kreditech Holding
2011. SSL GmbH and Northamptonshire
Healthcare NHS Foundation Trust.
Andy is a director of the Building
Societies Trust Limited. He
served as a member of the Building
Societies Association's Council
and the Financial Conduct Authority's
Smaller Business Practitioner
Panel.
Andy has an in-depth knowledge
of the business and provides
strong leadership and direction.
April Talintyre Member of the April has broad April was previously an Executive
Board financial Director in the
Chief Financial Capital and Funding services experience. Rothesay Life pensions insurance
Officer and Group Models She has been a member business of Goldman Sachs Group
April joined and of the Institute and worked for Goldman Sachs
OSB in Ratings Committees. of Chartered Accountants International for over 16 years,
in including as an
May 2012 and England and Wales Executive Director in the Controllers
was appointed since 1992. Division in London and New
to its Board York. April began her career
in June 2012. at KPMG LLP in a general audit
department.
April has a thorough knowledge
of the business, particularly,
of finance and risk areas.
* Independent Non-Executive Director
NOTES
NOTES
OSB GROUP PLC
OSB House Quayside Chatham Maritime Chatham
United Kingdom ME4 4QZ
+44 (0)1634 835796
www.osb.co.uk
(END) Dow Jones Newswires
March 31, 2023 07:39 ET (11:39 GMT)
Copyright (c) 2023 Dow Jones & Company, Inc.
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