James Fisher and Sons Regulatory News (FSJ)

31 March 2020

James Fisher and Sons plc

Annual General Meeting and COVID-19

In view of the COVID-19 pandemic and the Government's measures to restrict travel and public gatherings, the Board has decided that it is no longer practical or desirable to hold the Company's Annual General Meeting (AGM) at the Abbey House Hotel, Barrow-in-Furness, as previously notified in the Notice of Meeting.

Consequently the Company announces, in accordance with Article 55 of its Articles of Association, that the AGM is adjourned to the Company's office at 68 Cornhill, London EC3V 3QX and will proceed there on the notified time and date of Thursday 30 April 2020 at 11am, unless the Company announces otherwise as a result of Government updated measures.

In addition, the Company hereby announces that it is withdrawing the following two resolutions:

Pursuant to the announcement by the Company on 20 March 2020 in relation to the departure of Fergus Graham as an Executive Director, Resolution 7 relating to his re-election as a Director has been withdrawn.

Resolution 3 in the AGM Notice seeks shareholders' approval of the final dividend for 2019. In view of the announcement by the Company on 26 March 2020 in relation to the Company's decision to suspend the proposed final dividend for 2019 until further notice, Resolution 3 has therefore been withdrawn.

The Company considers safeguarding its shareholders' and employees' health and complying with the Government's measures to be of paramount importance. The Company's resulting plans for the AGM are set out below, based on the Government's current prohibition on public gatherings of more than two people. However the situation is evolving and further announcements may be required via the Regulatory News Service and the website (www.james-fisher.com).

The meeting will be restricted to the formal business of the AGM, and there will be no corporate presentation, Q&A or refreshments. 

The meeting will be restricted to two attendees (for example, the Chairman and one Executive Director), both of whom will be shareholders for the purposes of forming a quorum. This complies with Government measures as a gathering that is 'essential for work purposes', in order to form a valid quorum to hold the AGM. Those attending will exercise all appropriate precautions in attending the meeting. All other Directors and professional advisors will be asked not to attend in person.

The Chairman has the power in law and under the Company's Articles of Association to secure the safety of the people attending the AGM. Therefore the Company advises that other shareholders must not attend the AGM in person. Any other shareholder seeking to attend the AGM will be refused entry and the Chairman may adjourn the meeting, as the attendance of any additional shareholders above the number necessary to form a quorum would be potentially unlawful under Government measures.

Shareholders are strongly encouraged to exercise their vote on the matters of business at the AGM by submitting a proxy appointment and giving voting instructions:

• You can submit your proxy vote electronically by accessing the shareholder portal at www.signalshares.com. CREST members may use the CREST electronic proxy appointment service as detailed in the Notice of Meeting. We strongly recommend that you submit your proxy appointment and voting instructions electronically.

• A hard copy proxy form is available upon request from Link Asset Services at enquiries@linkgroup.co.uk. Full details of how to complete the proxy form and return it are contained in the Notice of Meeting.

• The latest time for proxies to be lodged is 11am on 28 April 2020.

• You are strongly advised to appoint the chairman of the meeting as your proxy to ensure your vote is counted. Other named proxies will not be allowed to attend the AGM.

At the AGM, resolutions will be put to a vote on a poll, rather than on a show of hands. This will result in a more accurate reflection of the views of shareholders and ensure that your proxy votes are recognised.

There will be a section on the Company website allowing shareholders to post any questions they might have. Written questions can also be sent by email to secretariat@james-fisher.co.uk, or by post to the Company's head office at Fisher House, PO Box 4, Michaelson Road, Barrow-in-Furness, Cumbria LA14 1HR for the attention of the Company Secretary. Answers will not be provided at the AGM, but as soon as possible thereafter.

For further information, please contact: