JUPITER FUND MANAGEMENT PLC
Important information relating to the Annual General Meeting and General Meeting of the Company to be held on 21 May 2020
Following the publication of the Company's Notice of Annual General Meeting on 26 March 2020, in respect of its Annual General Meeting ("AGM") to be held at 3:00pm on 21 May 2020, and the publication of the shareholder circular on 27 April 2020 ("Circular") relating to the general meeting of shareholders to approve the proposed acquisition of Merian Global Investors Limited (the "Acquisition") to be held immediately following the AGM (the "GM"), the Board of Directors (the "Board") has been monitoring closely the evolving coronavirus (Covid-19) situation and public health concerns in the United Kingdom and elsewhere.
Regrettably, under the UK Government's current guidance on social distancing and prohibition on non-essential travel and on public gatherings, it will not be possible for shareholders to attend the AGM or the GM in person. In light of this ongoing situation, the Board believes it is appropriate to proceed with holding each of the AGM and the GM on the same basis, as set out below.
Unless there is a significant change to the UK Government's restrictions on public gatherings and non-essential travel and the coronavirus (Covid-19) situation generally, the AGM and GM will be held at the Company's registered office, the Zig Zag Building, 70 Victoria Street, London, SW1E 6SQ, but will be run as closed meetings and shareholders will not be able to attend in person. Please be aware that in accordance with current UK Government restrictions, any shareholder who attempts to attend the AGM or the GM in person will not be permitted entry.
The minimum necessary quorum for each meeting will be met with the attendance of only the Chairman of the meeting and a very limited number of Director or employee shareholders, who are required to be at our registered office for necessary work purposes, in order to conduct the business of the meeting. No other Directors or members of executive management will attend and social distancing measures will be in place in order to comply with current requirements.
The usual format of the AGM will be condensed and will only include the formal business of the AGM.
The AGM and the GM are important events for the Company and its shareholders and the Board is committed to ensuring that shareholders can exercise their right to vote and can engage with the Company in relation to the business of each of the AGM and GM.
Minimising the risk to the health of our employees remains our priority and given the need to keep the number of people present at the meetings to a minimum, there will unfortunately be no audio webcast of the meetings available. However, we will be hosting a shareholder webcast on 13 May 2020 at 9am, which will enable shareholders to listen to a presentation on the business of the meetings and ask questions, before submitting their proxy vote by the deadline of 19 May 2020. Our Chairman, CEO and CFO will participate in the call and provide a brief presentation which will include the highlights of the most recent financial year; the Company's response to, and performance in, the current environment; and the reasons for and expected benefits of the Acquisition. This will be followed by a Q&A session and we are requesting questions are submitted in advance of the webcast via email at [email protected]. We will also provide written answers to such questions directly to shareholders by email and answers to frequently asked questions will be published on the Company's website ahead of the meetings.
Shareholders will need to register to participate in the audio webcast at this link https://www.brighttalk.com/webcast/7185/407466.
As set out in the Notice of AGM and Circular, the Board is recommending that shareholders vote in favour of each of the resolutions being proposed at the AGM and the GM as, in the Board's opinion, they are in the best interests of the Company and its shareholders.
The Board strongly encourages shareholders to vote in advance on all resolutions to be put to the AGM and GM, by appointing the Chairman of the meeting as their proxy electronically, utilising one of the methods detailed in the Notice of AGM and/or Circular.
Results of the poll votes for the resolutions put to each of the AGM and GM will be announced, in the usual way, and uploaded onto the Company's website as soon as practicable following the closure of the meetings.
The Board very much regrets that, as things currently stand, it is necessary to restrict attendance at each of the AGM and GM, but the health and well-being of employees, shareholders and the wider community in which the Company operates is of paramount importance for the Board and we are grateful to all shareholders for their co-operation and understanding in these challenging and unprecedented times.
In light of the potential for the coronavirus (Covid-19) situation in the UK to change rapidly, the Board will keep the situation under review and may need to make further changes to the arrangements relating to the AGM and the GM, including how those meetings are conducted. Shareholders should therefore continue to monitor the Company's website and announcements for any updates that may need to be provided in relation to the AGM and GM arrangements. Shareholders can also contact the Company's registrar, Link Asset Services, at [email protected] if they have any questions concerning their shareholdings in the company or how to vote at the AGM or the GM. Link Asset Services will not be able to provide advice on the business of the AGM or on the merits of the Acquisition, or give any financial, legal or tax advice.
Jupiter Fund Management plc
LEI Number: 5493003DJ1G01IMQ7S28
For further information please contact:
+44 (0)20 3817 1664
+44 (0)20 3817 1278
+44 (0)20 7250 1446