13 Jan 2021 10:00
13 January 2021
KINGSPAN GROUP PLC
NOTICE OF EXTRAORDINARY GENERAL MEETING
An Extraordinary General Meeting of the Company will be held at the Group's headquarters, IKON, Dublin Road, Kingscourt, Co. Cavan, A82 XY31 on Friday, 12 February 2021 at 10.00 a.m. (the "EGM").
The business of the EGM will be to consider and, if thought fit, approve certain resolutions relating to the replacement of CREST with a system operated by Euroclear Bank SA/NV for the electronic settlement of trading in the Company's ordinary shares ("Resolutions"). Approval of the Resolutions is necessary to ensure that the Company's shares can continue to be settled electronically when they are traded on Euronext Dublin and the London Stock Exchange and remain eligible for continued admission to trading and listing on those exchanges, which is crucial to the interests of the Company and its shareholders as a whole.
The circular which includes notice of the EGM (the "Circular") and a Form of Proxy is being posted to shareholders today. The Board strongly urges shareholders to review the contents of the Circular in their entirety, including the documents referred to therein, and consider the Board's recommendation to vote in favour of the Resolutions.
The Circular, the Form of Proxy and copies of the documents referred to in the Circular are available to view on the Company's website www.kingspan.com/EGM2021 and will be available for inspection as described in the Circular.
FURTHER INFORMATION IN RELATION TO THE EGM
In accordance with Irish Listing Rule 6.1.59 and UK Listing Rule 14.3.6, the Circular and the Articles of Association of the Company in the proposed amended form will be submitted to the Irish Stock Exchange t/a Euronext Dublin and the UK's National Storage Mechanism and will therefore shortly be available for inspection.
EGM ARRANGEMENTS AND COVID-19
The Company plans to conduct the Extraordinary General Meeting in accordance with the Irish Government's COVID-19 related public health measures and public health advice. Shareholders should expect the meeting to take place under constrained circumstances and are strongly recommended to vote by proxy or through the Virtual Meeting Platform (as described below). The Company will ensure that all legal requirements of the meeting, in accordance with its Articles of Association and the Migration Act, are satisfied with the minimum necessary quorum of three shareholders and physical distancing measures will be in place. The Company reserves the right to refuse entry to the meeting where reasonably necessary to comply with the COVID-19 related public health measures and advice. The Company will continue to closely monitor the developing situation around COVID-19 as well as any further advice from the Irish Government. If it becomes necessary to amend the arrangements for the Extraordinary General Meeting, as much notice as possible will be given to shareholders via RNS announcement.
Shareholders will be given the opportunity to remotely access the EGM, submit questions and vote at the EGM via a virtual meeting platform provided by Lumi AGM UK Limited (the "Virtual Meeting Platform"). Further details are provided in the Circular and on the Company's website, www.kingspan.com/EGM2021
Lorcan Dowd
Group Company Secretary
+ 353 42 9698000