7 January 2021
NOTICE OF EXTRAORDINARY GENERAL MEETING
An Extraordinary General Meeting of the Company will be held at DCC House, Leopardstown Road, Foxrock, Dublin 18, Ireland on Thursday, 4 February 2021 at 11.00 a.m. ("EGM").
The business of the EGM will be to consider, and if thought fit approve, certain resolutions relating to the replacement of the CREST System with a system operated by Euroclear Bank SA/NV for the electronic settlement of trading in the Company's ordinary shares ("Resolutions"). The need for the replacement arises as a consequence of the United Kingdom's departure from the European Union and applies to all Irish companies whose shares are traded on the London Stock Exchange and/or Euronext Dublin. Approval of the Resolutions is necessary to ensure that the Company's shares can continue to be settled electronically when they are traded on the London Stock Exchange and remain eligible for continued admission to trading and listing on the exchange, which is crucial to the interests of the Company and its shareholders as a whole.
The circular, which includes the Notice of EGM (the "Circular"), and a Form of Proxy have been posted to shareholders. The Board strongly urges shareholders to review the contents of the Circular in its 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.dcc.ie/investors/egm, and will be available for inspection during normal business hours on any business day until the EGM at the registered office of the Company and in London at Pinsent Masons, 30 Crown Place, Earl Street, London, EC2A 4ES.
The Circular and the Articles of Association of the Company in the form proposed to be adopted pursuant to Resolution 2 in the Notice of EGM have been submitted to the UK's National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Public Health Guidelines and the EGM
Due to the likely continuation of the Irish Government's Covid-19 restrictions in relation to public gatherings and to prioritise the health and safety of our shareholders, employees and other stakeholders, the Board of DCC plc has decided that the EGM will take place under very constrained circumstances, as follows:
• the EGM will proceed with the minimum necessary quorum in accordance with the Company's Articles of Association and the Migration of Participating Securities Act 2019;
• the meeting will be conducted as quickly and efficiently as possible and in a functional format; and
• all resolutions at the EGM will be decided on a poll and the results will be published on the Company's website www.dcc.ie/investors/egm, as soon as possible after the conclusion of the EGM.
Shareholders are requested not to physically attend the meeting and instead to submit a Form of Proxy, to ensure they can vote and be represented at the EGM without attending in person. Proxy voting can be done in advance of the EGM by availing of one of the following options:
• by electronic means by accessing www.eproxyappointment.com; or
• by returning a Form of Proxy by post; or
• via the CREST System, where shares are held in CREST.
For further instructions on voting by proxy, please refer to the Form of Proxy and Notes 4 to 7 in the Notice of EGM. Proxies must be received by no later than 11.00 a.m. on 2 February 2021.
Shareholders may submit questions in advance of the EGM in writing, either by email to email@example.com or by post to the Company Secretary, DCC plc, DCC House, Leopardstown Road, Foxrock, Dublin 18, Ireland. Questions must be received by 11.00 a.m. on 2 February 2021. All correspondence should include sufficient information to identify the shareholder on the Register of Members.
EGM - Listen Live Facility
An audio webcast and conference call facility will be provided to allow shareholders to listen live to the business of the meeting. The access details for the live EGM are as follows:
• Ireland: +353 1 431 9615
• UK: +44 2071 928 000
• US: +163 1510 7495
• International: +44 2071 928 000
• Passcode: 229 8837
• Webcast Link: https://edge.media-server.com/mmc/p/6ckbtf4a
Shareholders can also ask questions during the EGM, via the webcast only, and not the conference call facility, by selecting the 'Ask a Question' box available on the webcast.
You will still need to submit your Form of Proxy by the relevant deadline before the EGM, as it will not be possible to vote using the telephone or webcast facilities.
The Company continues to monitor the impact of Covid-19 and any relevant updates regarding the EGM, including any changes to the arrangements outlined in the Circular, will be announced via stock exchange announcement and will be available on www.dcc.ie/investors/egm.
In the event that it is not possible to hold the EGM either in compliance with public health guidelines or applicable law or where it is otherwise considered that proceeding with the EGM as planned poses an unacceptable health and safety risk, the EGM may be adjourned or postponed or relocated to a different time and/or venue, in which case notification of such adjournment or postponement or relocation will be given in accordance with applicable law.
Tel +353 1 279 9400
Announcements relating to the EGM contain (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events, including Migration, and the Company's future financial condition and performance. These statements, which sometimes use words such as "aim", "anticipate", "believe", "may", "will", "should", "intend", "plan", "assume", "estimate", "expect" (or the negative thereof) and words of similar meaning, reflect the directors' current beliefs and expectations and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict (certain of which are set out in the Circular with respect to the Migration).
Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur. The information contained in this announcement, including the forward-looking statements, speaks only as of the date of this announcement and is subject to change without notice and the Company does not assume any responsibility or obligation to, and does not intend to, update or revise publicly or review any of the information contained herein save where indicated in the Circular, whether as a result of new information, future events or otherwise, except to the extent required by the Central Bank of Ireland, the UK Financial Conduct Authority, the London Stock Exchange or by applicable law.
Capitalised terms used, but not otherwise defined, in this Announcement have the meanings given to those terms in Part 10 of the Circular.