![]() THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.If you are in any doubt as to what action to take, you are recommended to consult an appropriate independent adviser. If you have sold or transferred all of your registered holding of Ordinary Shares or American Depositary Shares of Reuters Group PLC, please forward this document and the accompanying documents 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 the transferee. REUTERS GROUP PLCextraordinary general meeting |
![]() |
Reuters Group PLC Sir Christopher Hogg Chairman | 14 March 2001 |
To the holders of Ordinary Shares, the Founders Share and American Depositary SharesDear Shareholder I am writing to explain the proposals which are to be put to shareholders of Reuters Group PLC (“Reuters” or “the company”) at an extraordinary general meeting to be held on Tuesday 24 April 2001, immediately following the annual general meeting convened for that date. In summary, this letter sets out the business of the meeting and other relevant matters, namely: 1 approval of an international discretionary share option plan (“DSOP”) and a French sub-plan thereto; 2 approval of amendments to the company’s Long Term Incentive Plan (“LTIP”); 3 approval of a new all employee share ownership plan (“AESOP”); 4 approval of amendments to the limits on the issue of new shares in the company’s 1997 International SAYE plan (“the 1997 SAYE Plan”) and in relation to its two employee share ownership trusts (“ESOTs”); and 5 details of the company’s policy on share retention. The basis and rationale for the proposed plans and the related amendments are set out below. Reuters intends to continue its practice of providing full disclosure about the company’s share plans in its Annual Report so that shareholders can monitor how the company is operating them. Background Reuters competes with multinational and local businesses to attract and retain staff at all levels. Despite the recent downturn for many new economy companies, it continues to be difficult to recruit and retain good quality staff without an ongoing share option plan. Internationally, share options remain the most widely used and most readily understood form of share incentive. As part of the continuing process of maintaining competitive remuneration and encouraging employees at all levels to have a stake in the company, the Board and Remuneration Committee consider that it is appropriate to ask shareholders to support the adoption of two new share plans. These are: (i) the DSOP which is an international share option plan designed to operate flexibly to deliver incentives to a range of employees, including directors, and (ii) the AESOP which is an all employee share ownership plan designed to comply with the broad framework prescribed by the UK legislation introduced in 2000, but capable of international extension. In addition, the Remuneration Committee wishes to alter the proportion of fixed remuneration to variable remuneration for the executive directors and senior management group so that a greater part of their remuneration is variable and dependent on the company’s performance. |
Reuters Group PLC Registered office 85 Fleet Street London EC4P 4AJ Registered in England No. 3296375 |
2 Reuters Group PLC |
Since 1993 executive directors and selected senior executives have participated in the LTIP and, since 1995, other executives and selected employees have participated in the Performance Related Share Plan (the “PRSP”). The number of Reuters shares released under these plans is based upon Reuters total shareholder return (“TSR”) over a three-year period as compared to the TSR of other companies in the FTSE 100. Following a review of both plans, Reuters has concluded that, although the approach under these plans is still appropriate, the company must also be able to offer long term benefits which are in line with competitor practice in the United States of America and elsewhere and which give a greater opportunity for gearing. The intention is that the LTIP will continue but that it will be operated in conjunction with the DSOP. The employee population which previously participated in the PRSP will be reduced from a current level of around 900 to approximately 150. This latter population will in future participate in the LTIP, but on slightly different terms from the executive directors. Operation of PRSP will be discontinued for the time being. |
1 | DISCRETIONARY SHARE OPTION PLAN |
Operation of the DSOP (1) In conjunction with the LTIP for executive directors The DSOP options will be subject to a performance target which will be set by the Remuneration Committee. In setting the performance target the Remuneration Committee will have regard to the state of the market and the fact that the LTIP awards will continue to provide a comparative TSR target. The Remuneration Committee will also take account of the recommendation contained in the joint guidance note of the Association of British Insurers (“ABI”) and the National Association of Pension Funds, namely, that the objectives of performance targets should be to produce significant and sustained improvement in the underlying financial performance of the company. Initially it is intended that for executive directors, options will be granted with a target requiring the average growth in the company’s normalised earnings per share (“EPS”) over a three-year period from the date of grant to exceed the growth in the Retail Price Index (“RPI”) by 3% per annum. Options can first be exercised on the third anniversary of grant, but only if the percentage of EPS growth over that three-year period exceeds the percentage growth in RPI by more than 9%. If that target is not met, the period over which performance is measured will be extended to four years and options can only be exercised if EPS growth over that period exceeds RPI by more than 12%. If that further target is not achieved the performance period will be extended again to five years with a requirement for EPS growth over that period to exceed RPI by 15% in order for options to become exercisable. The options will lapse if these targets are not met by the end of the fifth year from grant. The combination of LTIP and DSOP awards therefore provide an incentive which requires real earnings growth, share price growth and comparative out-performance by Reuters of its peer group in TSR terms. (2) In conjunction with the LTIP for other senior management and for stand alone awards The Plan Committee will also decide each year how the number of shares to be placed under option to the selected senior executives and other employees will be computed e.g. by reference to salary, job grade, or a combination. The criteria selected will then normally be applied consistently to all such DSOP options granted in that year. It is not intended to impose performance criteria for the exercise of these categories of DSOP options, but the options will become exercisable (“vesting”) on a phased basis over a number of years from grant. The total annual value of shares over which DSOP options are granted to senior executives and other employees is likely to be equivalent to approximately 50% of their aggregate Reuters Group PLC3 |
![]() salaries. The first awards of options were made in December 2000 in most jurisdictions, and in March 2001 in those jurisdictions where a December 2000 grant was not practicable. Vesting of these options is at 25% per year over a four-year period from the date of grant. (3) Other DSOP grants The rules of the DSOP allow the Board to make modifications or to create sub-plans to the DSOP to accommodate local variations in tax or regulatory treatment. Such modified arrangements must fall within the overall objectives and spirit of the DSOP. For example, a sub-plan to operate in France in order to give the potential for corporate social security advantages and employee tax and social security advantages is proposed. Summaries of the DSOP and the French Sub-Plan are set out in Part I of the Appendix. Source of shares for the DSOP |
2 | AMENDMENTS TO THE LTIP |
The participants under the LTIP are the executive directors of the company and other selected senior executives. As mentioned the next level of management, currently around 150 worldwide who would previously have participated in PRSP, will now participate in the LTIP instead. Six amendments to the LTIP requiring the consent of shareholders are proposed: Limit on individual LTIP awards In order to provide an overall package which is broadly comparable with those in similar companies, the Remuneration Committee considers it appropriate to remove the limit. Grants under the LTIP will be considered in conjunction with those under the DSOP. When making grants under the LTIP (and related DSOP options) and in considering the appropriate annual allocation between the two types of award the Remuneration Committee will take account of the competitive environment globally and particularly within Europe and the US, including appropriate levels of pay at risk, the state of the market as well as the seniority, position, experience and location of the relevant DSOP/LTIP participant. In relation to the annual grant policy, it is expected that for at least the first two years of operation the average value of the shares subject to LTIP and DSOP awards for the executive directors (excluding the Chief Executive) at date of grant will be approximately equal to 100% salary in LTIP awards and 250% salary in DSOP options. The Chief Executive’s grants are expected to be around three times the size of those for the other executive directors. For the other 150 or so participants in the LTIP the average value 4 Reuters Group PLC |
of shares subject to LTIP and DSOP awards is likely to be, on average, around 50% of salary in LTIP awards and 75% of salary in DSOP options. Amendment to the overall limit contained in the LTIP Amendment to the holding period provisions Timing of LTIP awards Closer alignment of LTIP awards with shareholders’ entitlements Transfer of LTIP awards Other modifications to the LTIP Reuter Group PLC5 |
![]() The TSR performance condition has, since 1997, provided that vesting, ranging from 100% to 2.5%, will take place if Reuters comparative TSR performance against the FTSE 100 is in the range of 1st place to 66th place. This will be changed for LTIP awards made after 24 April 2001 to provide that no vesting will occur if Reuters is ranked at or below 51st place. In consequence of a change in the law in 2000 relating to employer’s secondary national insurance liability in respect of certain types of share awards made to UK resident individuals, the LTIP has been modified to provide a facility for the LTIP awards to be made subject to a condition that the participant pays the employer’s national insurance contributions due in respect of the award. |
3 | ALL EMPLOYEE SHARE OPTION PLAN (AESOP) |
The company seeks an enabling authority for the approval and adoption by the company of a new AESOP. The intention is for the plan to be in a form capable of approval by the Inland Revenue as an AESOP in relation to its operation for employees in the United Kingdom in order to benefit from tax-favoured treatment. The Plan would, however, include the necessary flexibility to enable it to be extended internationally having removed Inland Revenue specific elements as appropriate. If the Board chooses to establish and implement an AESOP, it will be operated and administered by a Committee (“the AESOP Committee”) appointed by the Board in conjunction with an employee trust for UK participants and either that AESOP trust or another vehicle in its operation outside the UK (“together the AESOP Trust”). The AESOP will provide the opportunity for employees to acquire company shares and the facility for the company to award free matching shares to employees who acquire shares. The AESOP will also provide the opportunity for the company to award free shares to employees. At the AESOP Committee’s discretion, the free shares awarded for any year may depend on the achievement of specified performance targets. Awards may be satisfied either by the issue of new Reuters shares or by market purchases by the AESOP Trust. The AESOP will encourage long-term employee ownership because free and matching share awards must generally be kept in the AESOP for at least three years and they may be forfeited if any employee leaves in certain circumstances. AESOP awards enjoy tax-favoured treatment in the United Kingdom if shares are retained in the AESOP for the required period. A decision on whether, and if so how, to operate the AESOP has not yet been taken, nor has its interaction with the company’s 1997 SAYE Plan been decided. There is no immediate intention to operate the AESOP, but in view of the potential tax and national insurance advantages in the United Kingdom as well as the additional flexibility that such a Plan might give, it is considered that the facility to operate the AESOP may assist further in relation to the company’s wish to continue to align the interests of employees with shareholders. This facility may be of particular assistance in relation to non UK locations where some difficulties in operating a longer term share acquisition plan such as the SAYE can arise, particularly in relation to exchange rate fluctuations. A summary of the principal terms of the AESOP is set out in Part II of the Appendix. |
4 | SCHEME LIMITS |
Reuters has two international SAYE plans under which shares may be issued to employees. No further grants can be made under the earlier, 1994 SAYE plan, although employees still hold subsisting rights under it and no change is to be made to the limit in it. The 1997 SAYE Plan is the current plan which is operated. The 1997 SAYE Plan provides that the number of new issue shares over which options can be granted under it, when aggregated with shares issued or issuable under the company’s other employee share schemes in any 10 year period, cannot exceed 10% of the company’s share capital. It is proposed to modify this limit in the 1997 SAYE Plan in order to leave shares issued or issuable under Plan 2000 out of account. The company has two ESOTS. The beneficiaries of ESOT I include employees other than executive directors. The beneficiaries of ESOT II include all employees including executive directors. There are no limits on the number of shares in the company which can be held at any one time in ESOT I. ESOT II provides that it cannot hold at any one time a number of shares which, when aggregated with the shares held by ESOT I, exceeds 5% of the company’s issued share capital. It is proposed to increase this limit to 10% to deal with the relatively unlikely situation that a large number of outstanding 6 Reuter Group PLC |
options and other rights are all exercised or vest at the same time. It is not however intended that a level of shareholding in excess of 5% would, in aggregate, be held by the ESOTs for more than a short period. In addition the terms of ESOT II provide that its trustee cannot subscribe for shares in the company if the number of shares issued or issuable under all the company’s employee share schemes in a 10 year period would exceed 10% of the company’s issued share capital, or if the number of shares issued or issuable under all the company’s executive share schemes in a 10 year period would exceed 5% of the company’s issued share capital. It is proposed to modify the 10% in 10 year limit so as to exclude shares issued or issuable under Plan 2000 from the limit and to remove the 5% in 10 year limit. |
5 | THE COMPANY POLICY ON SHARE RETENTION |
The company is proposing to introduce a new policy to encourage directors and senior employees to continue to hold Reuters shares in the longer term. As far as possible, the company wants them to identify in economic terms with shareholders. To further this the Board will be consolidating this objective into a formal policy. The policy will not require shareholder consent but the Board and the Remuneration Committee would like shareholders to be aware of it. Directors and selected members of senior management will be expected under the policy to acquire and retain shares in the company which have a value deemed equivalent to 200% of base salary in the case of directors of the company and 100% for the other employees. Individuals will be expected to achieve the required level of shareholding within five years of becoming subject to the policy. Compliance with the policy will be a material factor for the Remuneration Committee when assessing whether or not it is appropriate for awards under the LTIP and DSOP to be made and the size of those awards. If an individual does not comply, his future awards will normally be reduced or will not be made at all. Action to be taken Holders of American Depositary Shares will find enclosed a voting instruction card issued by Morgan Guaranty Trust Company of New York, as Depositary (“the US Depositary”), for use in connection with the extraordinary general meeting, which they are requested to complete and return as soon as possible and, in any event, so that it is received by the US Depositary not later than 3.00 p.m. (New York time) on 18 April 2001. Recommendation Yours sincerely /s/ Chris Hogg Sir Christopher Hogg Reuters Group PLC7 |
![]() APPENDIXPART I. Summary of the Reuters Group PLC Discretionary Share Option Plan (“the DSOP”) and French sub-plan thereto1 Operation of the DSOP 2 Eligibility 3 Grant Policy For most other option grants the Plan Committee will determine for each year in which the Plan is to be operated, the terms on which options are to be granted and the maximum number or value of shares which can be granted to any individual employee. The Plan Committee will determine the number of options to be granted to the selected participants by reference to salary, job grade or some combination of these. The criteria to be used for a particular financial year will then normally be applied to the other options granted in that financial year so that all options are granted on the basis of similar terms to all eligible employees. The Plan Committee may change the criteria from year to year. Other grants under the DSOP may also be made to provide incentives to employees in selected subsidiaries and business units. These grants will normally be performance related. 4 Grant of Options No payment will be required for the grant of an option. The exercise price per share under each option will not be less than the market value per share, determined from the average closing mid market value on the three dealing days immediately prior to the grant of options. Options granted to an executive director or employee resident in the United Kingdom will normally be granted subject to a condition that the option holder agrees to elect to pay the secondary (employer’s) national insurance contributions due in respect of the option. An option holder may renounce an option that has been granted to him if he does so within 90 days of grant. Options are not normally transferable and any attempt to transfer will normally cause the option to lapse. This does not prevent the personal representatives of the deceased option holder from exercising an option within a year of death. Options may be either options to subscribe for new shares to be issued by the company or options to purchase shares from the existing Reuters Employee Share Ownership Trusts (ESOTs). Options may be granted either by the company or by the trustee of the ESOTs. Where the options are granted by the ESOTs, the company may grant the ESOTs a corresponding option to subscribe for new shares or the ESOTs may purchase the necessary shares in the market. No payment will be required for the grant of an option to the ESOT. 5 Plan Limits No options will be granted more than 10 years after the date on which options are first granted under the Plan. 6 Exercise of Options Other options will normally vest and become exercisable in accordance with a specified vesting schedule by option holders who have been employed with Reuters for the period from grant to vesting. For the initial grant of options made in December 2000 and March 2001, vesting is 25% per year over a four year period from the date of grant. The Plan Committee is able to impose different objective conditions for options to become exercisable. Options will be exercisable in whole or in part after vesting and not later than 10 years after grant (seven years for options granted prior to April 2001) or such shorter period as may be specified at the time of grant, and normally only for so long as the option holder remains employed in the Group. The following special rules apply on termination of employment: 8 Reuters Group PLC |
• | if the option holder dies (whether before or after vesting), exercise will be permitted in the 12 months following death; |
• | if the employment ends before vesting by reason of ill health, disability, redundancy, or retirement, or, at the discretion of the Plan Committee, for any other reason (except serious misconduct) not mentioned above, exercise is permitted to take place in the 12 months following cessation of employment; and |
• | if the employment ends after vesting for any reason (except death or dismissal for misconduct) exercise will be permitted in the following six months. |
Except as stated above, options will lapse if the option holder ceases to be employed by the Group. The exercise of options will also normally be permitted (whether before or after vesting) in the event of a change of control, a reorganisation, an amalgamation, or a voluntary winding up of the company. In the event of a change of control of the company, option holders may normally surrender their options in return for substitute options over shares in the acquiring company if the acquiring company offers this facility to existing option holders. If options are not exercised or surrendered for new options (if applicable) within the relevant period, they will lapse. 7 Shares 8 Variation of Share Capital 9 Amendments Except as described above or for non-material amendments designed to ease the administration of the Plan, no amendment which is to the advantage of Plan participants may be made to the provisions dealing with eligibility, individual or Plan limits, the terms of options or the adjustment of options without prior approval of the company in general meeting. 10 Benefits — Non Pensionable 11 Summary of the Rules of the French Sub-Plan to the DSOP The exercise price for options under the French Sub-Plan will not be less than the higher of the average closing mid market share price on the three dealing days prior to the date of grant and 80% of the average closing mid market share price on the 20 dealing days prior to the date of grant. Options under the French Sub-Plan will not be made within the period of 20 dealing days after either the payment of a dividend by the company or the issue of company shares pursuant to a rights issue or rights offer. Options under the French Sub-Plan cannot be made to any employee or director of the company or its subsidiaries who holds, or has the right to acquire, in excess of 10% of the company’s issued share capital. On the death of an option holder the option may only be exercised within the period of six months after the death. PART II. Summary of the Principal Terms of the All-Employee Share Ownership Plan (“the AESOP”)Introduction |
(a) | participants may enter into an agreement to allocate from their salary up to an overall limit of £125 a month for up to 12 months to buy company shares (“Partnership Shares”). |
(b) | the company may match the Partnership Shares acquired with free shares (“Matching Shares”). Whether the company will match Partnership Shares and the matching ratio (which may not exceed two Matching Shares |
Reuters Group PLC9 |
![]() APPENDIX continued |
for each Partnership Share) will be announced when an invitation is made. |
(c) | as a separate opportunity from Partnership and Matching Shares, the company may award up to £3,000 of free shares (“Free Shares”) to each eligible employee in an income tax year. The award of Free Shares can be dependent on individual, business unit or corporate performance. |
Within the framework of the rules of the AESOP summarised below, the Plan Committee (“the Committee”) will determine in advance of each AESOP plan year whether a Partnership Share invitation will be made, and if so, whether the company will offer Matching Shares, whether an award of Free Shares will be made, and the terms of that invitation and those awards. Participation Partnership Share Allocations for UK Employees An employee may stop and restart deductions from salary at any time during the accumulation period by giving notice to the Trustees who are holding Partnership Share money on a participant’s behalf. If employees withdraw from the AESOP before Partnership Shares have been bought, their accumulated salary will be paid to them by the Trustees after deduction of PAYE and NIC. There is no obligation on the Trustees to provide for the Partnership Share money to earn interest. Within 30 days of the end of each accumulation period, the Trustees will purchase Partnership Shares on behalf of the Participants, or appropriate shares already held by the Trust to participants, as applicable. The number of Partnership Shares received by a participant is determined by reference to the lower of their market value at the beginning and end of the accumulation period. When Partnership Shares are acquired on behalf of an employee, they may be withdrawn from the AESOP at any time on payment of the appropriate PAYE and NIC. Matching Shares for UK Employees |
(a) | withdraws his Partnership Shares from the AESOP during a period not to exceed three years; and/or |
(b) | ceases to work for the Group during a specified period not to exceed three years from the date of the share award the Matching shares will be forfeited. |
In addition, the Committee may decide that any offer of Matching Shares be subject to a holding period in excess of the three year minimum but not to exceed five years. Free Share Awards for UK Employees |
(a) | to be dependent on the achievement of performance targets. |
(b) | to be subject to a holding period during which time the Free Shares must be held in the AESOP unless the participant’s employment ceases, when his or her shares must be withdrawn. A holding period must not be less than three years or exceed five years but otherwise is to be determined by the Committee. |
(c) | to be subject to forfeiture provisions such that participants will forfeit their shares if their employment ceases for a reason other than death, injury, disability, redundancy or retirement. Shares must be offered on similar terms that will vary only in accordance with remuneration and/or length of service except as specified below. For any award of Free Shares that the Committee determines will depend on the achievement of performance targets, the Committee will notify participants before the beginning of the relevant measurement period whether Method 1 or Method 2 will apply: |
i. | and in the case of Method 1: |
1. | the percentage, not to exceed 80, of the shares awarded which will be performance-related provided that the highest performance award to any employee cannot be more than four times greater than the highest award made to any employee on a similar terms basis, and |
2. | the performance target applicable to that employee, which must relate to business results or another objective measure. |
10 Reuters Group PLC |
ii. | and in the case of Method 2: |
1. | the percentage of shares which may be awarded by reference to performance, which may be up to 100%; |
2. | the performance unit that the employee is a member of; and |
3. | the performance target for that performance unit, and for all other performance units. |
In addition, in the case of Method 2, all performance targets must be equally capable of achievement. Reinvestment of Dividends for UK Employees Retention Period for UK Employees Share Acquisitions for UK Employees Whilst a participant’s shares remain held by the Trustees, he or she will be the beneficial owner and will be entitled to receive dividends and, through the Trustees, to vote, to participate in rights and capitalisation issues and to elect to receive scrip dividends in substantially the same way as other shareholders. AESOP Limits AESOP Benefits Not Pensionable Admission to Listing and Terms of Issue Amendments |
(a) | the persons to whom shares are provided under the AESOP; |
(b) | the limitations on the number or amount of shares subject to the AESOP; |
(c) | the maximum entitlement of any one participant under the AESOP; |
(d) | the basis of determining a participant’s entitlement to shares or the adjustment thereof in the event of a capitalisation issue, rights issue sub-division or consolidation of shares or reduction of capital or on any other variation of capital; |
cannot be altered to the advantage of existing or future participants without the prior consent of the shareholders of the company in general meeting (expect as specified below and save for other minor amendments to benefit the administration of the AESOP and any amendments to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants, the company or any subsidiary). Sub-Plans |
(a) | participants may enter into agreements to allocate from their salary up to an overall limit specified by the Committee which may be greater than £125 per month; |
(b) | the payroll deductions may be made to the AESOP trustees or to the Reuters ESOTs or to any other vehicle appropriate to deal with the same; |
(c) | non UK employees who enter into a partnership share agreement shall only be permitted to withdraw from the same as from the beginning of the next accumulation period (if any) or, as the case may be, on giving such period of notice as shall be specified by the Committee; |
(d) | when partnership shares are acquired on behalf of an employee they can only be withdrawn from the AESOP or its relevant sub-plan on giving such period of notice as shall be specified by the Committee; |
(e) | if free share awards are made, any performance conditions shall be as specified by the Committee and do not need to comply with Method 1 or Method 2 prescribed for the UK operation of the Plan. |
Reuters Group PLC11 |
NOTICE OF EXTRAORDINARY GENERAL MEETING![]() Notice is hereby given that an extraordinary general meeting of Reuters Group PLC will be held at Gibson Hall, 13 Bishopsgate London EC2M 4QB on Tuesday 24 April 2001 at 11.45 a.m., or as soon thereafter as the annual general meeting convened for that date shall have been terminated, for the purpose of considering and, if thought fit, passing the following ordinary resolutions. Ordinary Resolutions |
1. | Reuters Discretionary Share Option Plan (“the DSOP”), and the French Sub-Plan thereto summaries of which are contained in the Appendix (“the Appendix”) to the Chairman’s letter of 14 March 2001, and the draft rules of which are produced to this meeting and which for the purposes of identification have been signed by the Chairman, be and are hereby approved. |
2. | The amendments highlighted on the Rules of the Long Term Incentive Plan (“LTIP”) produced to this meeting and which for the purposes of identification have been signed by the Chairman, be and are hereby approved and the directors be authorised to do everything necessary to adopt such amendments. |
3. | Reuters All Employee Share Ownership Plan (“AESOP”) a summary of which is contained in the Appendix and the draft rules of which are produced to this meeting and which for the purposes of identification have been signed by the Chairman, be and are hereby approved and the directors be authorised to do everything necessary to obtain the approval of the Board of Inland Revenue to the AESOP. |
4. | That the amendments to the Reuters International SAYE Plan 1997 (“the 1997 SAYE Plan”) highlighted on the rules of the 1997 SAYE Plan produced to this meeting and which for the purposes of identification have been signed by the Chairman be and are hereby approved and the directors be authorised to do everything necessary to adopt such amendments. |
5. | That the amendments to the Reuters Employee Share Ownership Trust Number II (“ESOT No. II”) highlighted on the copy of the ESOT No II trust deed produced to this meeting and which for the purpose of identification has been signed by the Chairman be and are hereby approved and the directors and the trustees of ESOT No. II be authorised to do everything necessary to adopt such amendments. |
Rosemary Martin, Notes: |
1. | Any member entitled to attend and vote at this meeting is entitled to appoint a proxy or proxies to attend and, on a poll, vote in his stead. A proxy need not be a member of the company. A form of proxy is enclosed which shareholders are invited to complete and return in accordance with the instructions on it. The lodging of a form of proxy will not prevent the member from attending the meeting and voting in person. |
2. | Copies of the rules of the DSOP and the French Sub-Plan thereto, the AESOP, the SAYE Plan, the LTIP, and the ESOT No. II trust deed, with the proposed amendments highlighted are available for inspection at the company’s registered office, and at the office of the US Depositary at 60 Wall Street, New York, New York 10260, United States of America, during normal business hours on weekdays (excluding Saturdays and public holidays) from the date of this notice until close of business on 24 April 2001 and will also be available for inspection at the place of the meeting for at least 15 minutes before and during the meeting. |
3. | Only those shareholders registered in the register of members of the company as at 11.45 a.m. on 22 April 2001 or, in the event that this meeting is adjourned, in the register of members 48 hours before the time of any adjourned meeting shall be entitled to attend or to vote at this meeting in respect of the number of shares registered in their name at that time. Changes to entries on the relevant register of members after 11.45 a.m. on 22 April 2001 or, in the event that this meeting is adjourned, in the register of members 48 hours before the time of any adjourned meeting shall be disregarded in determining the rights of any person to attend or vote at the meeting. |
4. | The directors of the company reserve the right up to the time of the extraordinary general meeting on 24 April 2001 to make such amendments and additions to the rules of the DSOP and the French Sub-Plan thereto, the AESOP, the LTIP, the 1997 SAYE Plan and the ESOT No. II trust deed as they may consider necessary or desirable, provided that such amendments and additions do not conflict in any material respect with the summaries and other details contained in the circular to members of the company dated 14 March 2001. |
12 Reuters Group PLC |