THE MARKETING GROUP PLC (incorporated and registered in England and Wales under number 09604581) NOTICE OF ANNUAL GENERAL MEETING 8 June 2018

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other professional adviser immediately.

If you have sold or otherwise transferred all of your shares in The Marketing Group Plc, please pass this document together with the accompanying form of proxy, to the purchaser or transferee, or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the shares.

Notice of the Annual General Meeting of the Company to be held at the office of Lewis Silkin LLP, at 5 Chancery Lane, Clifford’s Inn, London EC4A 1BL on 8 June 2018 commencing at 12.00 pm UK time is set out at the end of this document.

Whether or not you propose to attend the Annual General Meeting, please complete and submit a proxy form in accordance with the instructions printed on the enclosed form. The proxy form must be received by no later than 12.00 pm UK time on 4 June 2018.

18 May 2018

Dear Shareholder.

2018 Annual General Meeting

I am pleased to enclose the notice convening the annual general meeting of the Marketing Group Plc (“Company” or “TMG”), to be held at 12.00 pm on Friday 8 June 2018. The meeting will be held at Lewis Silkin LLP, 5 Chancery Lane, Clifford’s Inn, London EC4A 1BL. The 2017 Annual report can be viewed on our website www.tmg-plc.com

Method of voting and action to be taken by shareholders

All resolutions put to shareholders will be decided by way of a poll. This will ensure that the votes of all shareholders, including the majority of our shareholders who cannot attend the meeting but submit a proxy form, are counted.

You can use your vote by attending the meeting or by appointing a proxy to attend the meeting and vote on your behalf. This can be done by returning the accompanying form of proxy in the post, or by email to the Company Secretary at Enterprise House, Ocean Village, Southampton SO14 3XB or cosec@marketinggroupplc.com. The notice of appointment of your proxy should reach our Company Secretary no later than midday on Monday 4 June 2018. Further details www.tmg-plc.com

Appointing a proxy will not prevent you from attending and voting at the AGM if you so wish.

Recommendation

Your Directors consider that the passing of the resolutions to be proposed at the AGM is in the best interests of the Company and of shareholders as a whole and unanimously recommend that shareholders vote in favour of the resolutions as they intend to do in respect of their own beneficial shareholdings.

Yours faithfully,

Don Elgie
Don Elgie (May 18, 2018, 3:14pm)
 

Chairman

 PART 1

The Marketing Group Plc

Notice of Annual General Meeting

Notice is hereby given that the 2018 Annual General Meeting of The Marketing Group Plc (“TMG” or the ‘Company’) will be held at the Lewis Silkin LLP, 5 Chancery Lane, Clifford’s Inn, London EC4A 1BL on 8 June 2018 at 12.00 noon UK time to consider and, if thought fit, pass the resolutions below. Resolution 1 to 9 (inclusive) and resolutions 12 and 13 are proposed as ordinary resolutions. Resolution 10 to 11 and 14 are proposed as special resolutions.

Annual Report & Accounts

  1. To receive the Company’s Annual Report and Accounts for the financial year ended 31 December 2017, which include the Directors’ report, the Strategic report, Directors Remuneration report and the Auditors’ report.

Auditors

  1. To re-appoint TGS Taylorcocks as auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting of the Company at which the Annual Report and Accounts are laid.
  2. To authorize the Board to determine the remuneration of the Company’s auditors in respect of their appointment for the period ending at the conclusion of the next AGM.

Re-election of Directors

  1. That Mr. Don H Elgie be re-elected as a Director.
  2. That Mr. Adam J Graham be re-elected as a Director.
  3. That Mr. Mike McElhatton be re-elected as a Director.
  4. That Mr. Martin I Blair be re-elected as a Director.
  5. That Mr. Glendon J Fraser be re-elected as a Director.

Renewal of Authority to allot shares

  1. That, in substitution for all existing authorities, and without prejudice to previous allotments or offers or agreements to allot made pursuant to such authorities, the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or convert any security into shares in the Company:

(i)      in accordance with section 551(5) of the Companies Act 2006 renewal of up to an aggregate nominal amount of €1,000,000.00, with €824,174.06 remaining to be allotted under this authority valid until 24 February 2021, and

(ii)    comprising equity securities (for the purpose of this resolution as defined in section 560 of the Companies Act 2006) up to an aggregate nominal amount of €58,000 in connection with an offer by way of a rights issue.

such power to apply until the end of the Company’s next AGM after this resolution is passed (or, if earlier, until close of business on 30 June 2019), unless previously renewed, varied or revoked by the Company in general meeting but, in each case, so that the Company may make offers and enter into agreements before the authority expires which would, or might, require shares to be allotted or rights

to be subscribed for or to convert any security into shares to be granted after the authority expires and the Directors may allot shares or grant such rights under any such offer or agreement as if the authority had not expired.

References to this resolution 9 to the nominal amount of rights to subscribe for or to convert any security into shares (including where such rights are referred to as equity securities as defined in section 560(1) of the Companies Act 2006) are to the nominal amount of shares that may be allotted pursuant to the rights.

For the purposes of this resolution 9, “rights issue” means an offer to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due:

(a)     to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

(b)    to holders of other equity securities as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary.

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

Special Resolution

Disapplication of pre-emption rights

  1. That in substitution of all existing powers and subject to the passing of resolution 9, the Directors, in addition to any authority granted under resolution 11, be authorised pursuant to section 570 of the Companies Act 2006, to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash pursuant to the authority granted by resolution 9, to sell ordinary shares held by the Company as treasury shares for cash, in each case free of the restriction in section 561 of the Companies Act 2006, such power to be:

(i)      limited to the allotment of equity securities and/or sale of treasury shares up to a nominal amount of €58,000, calculated, in the case of equity securities which are rights to subscribe for, or to convert securities into, ordinary shares by reference to the aggregate nominal amount of relevant shares which may be allotted pursuant to such rights; and

(ii)    used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment,

such power to apply until the end of the Company’s next AGM after this resolution is passed (or, if earlier, until close of business on 30 June 2019) unless previously renewed, varied or revoked by the Company in general meeting but so that the Company may make offers and enter into agreements before the power expires which would, or might, require equity securities to be allotted (or treasury shares to be sold) after the power expires and the Director may allot equity securities and/or sell treasury shares under any such offer or agreement as if the power conferred hereby had not expired.

Special Resolution

Additional Disapplication of pre-emption rights

  1.  That, in substitution for all existing powers and subject to the passing of resolution 9, the Directors be authorised, pursuant to section 570 of the Companies Act 2006, to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash pursuant to the authority granted by resolution 9 and/or pursuant to section 573 of the Companies Act 2006, to sell ordinary shares held by the Company as treasury shares for cash, in each case free of the restriction in section 561 of the Companies Act 2006, such power to be limited:

(i)      to the allotment of equity securities and/or sale of treasury shares for cash in connection with an offer of or invitation to apply for equity securities (but in the case of an allotment pursuant to the authority granted by paragraph (ii) of resolution 9, such power shall be limited to allotment of equity securities by way of a rights issue only):

(a)         to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

(b)        to holders of other equity securities, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary.

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, and

(ii)    to the allotment of equity securities pursuant to the authority granted by paragraph (i) of resolution 9 and/or a sale of treasury shares for cash (in each case otherwise than in the circumstances set out in paragraph (i) of this resolution) up to a nominal amount of €8,791.29 calculated, in the case of equity securities which are rights to subscribe for, or to convert securities into, ordinary shares by reference to the aggregate nominal amount of relevant shares which may be allotted pursuant to such rights,

such power to apply until the end of the Company’s next AGM after this resolution is passed (or, if earlier, until close of business on 30 June 2019) unless previously renewed, varied or revoked by the Company in general meeting but so that the Company may make offers and enter into agreements before the power expires which would, or might, require equity securities to be allotted and/or treasury shares sold after the power expires and the Director may allot equity securities and/or sell treasury shares under any such offer or agreement as if the power had not expired.

For the purpose of this resolution 11, “rights issues” has the same meaning as in resolution 9 above.

Authorities for Off-Market Purchases Resolution

12 THAT the terms of a contract between (1) the Company and (2) Subash Ahgir Yadav for the purchase by the Company of 900,000 Ordinary shares of € 0.005 each in the capital of the Company as set out in the contract produced to the meeting and signed by the chairman of the meeting for the purposes of identification (Creative Insurgence Purchase Contract) be authorised and the entry by the Company into the Creative Insurgence Purchase Contract be approved, provided that this authority shall expire on 8 June 2023.

Resolution

  1. THAT the terms of a contract between (1) the Company and (2) Imagine Group Pte Ltd (UEN No. 200817894N), a company incorporated in Singapore and (3) Mr Riaz Mehta for the purchase by the Company of a total of 928,571 Ordinary shares of € 0.005 each in the capital of the Company as set

 out in the contract produced to the meeting and signed by the chairman of the meeting for the purposes of identification (Imagine Purchase Contract) be authorised and the entry by the Company into the Imagine Purchase Contract be approved, provided that this authority shall expire on 8 June 2023.

Special Resolution

  1. That extraordinary general meetings of the Company (other than Annual General Meetings) may be called by notice of not less than 14 clear days.

By order of the Board

Joanna Woolnough Company Secretary

18 May 2018

Registered Office: Enterprise House Ocean Village Southampton SO14 3XB

Registered in England and Wales No. 09604581

Notes to the notice of meetings:

Recommendation

The Directors consider that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole. The Directors will be voting in favour of the proposed resolutions in respect of their own beneficial shareholdings and unanimously recommend that you do so as well.

Inspection of documents

The following documents will be available for inspection through the Company Secretary at the registered office of the Company in Southampton during usual business hours on any weekday (excluding any public holidays) from the date of this Notice until the date of the AGM and at the place and on the date of the AGM from at least 15 minutes before the AGM begins until the conclusion of the AGM.

  • Copies of the Executive Directors’ service contracts; and
  • Copies of letters of appointment of the Non-Executive Directors.
  • The Creative Insurgence Purchase Contract (as defined in resolution number 13)
  • The Imagine Purchase Contract (as defined in resolution number 14)

Information available on website

A copy of this Notice, and other information required by section 311A of the UK Companies Act 2006, can be found on the company’s website. (www.marketinggroupplc.com)

Issued Share Capital

As at 18 May 2018 (being the last business day prior to the publication of this notice) the Company’s issued share capital consisted of 35,165,187 ordinary shares of 0.005 euros each, carrying one vote each. The company holds 627,417 ordinary shares in treasury. Therefore, the total voting rights in the Company as at 18 May 2018 are 34,537,770.

Raising Questions at AGM

Any shareholder attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if;

(a)            to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information,

(b)            the answer has already been given on a website in the form of an answer to a question, or

(c)            it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

Contacting The Marketing Group Plc

Shareholders may not use any electronic addresses provided in either this notice of meeting or any related documents to communicate with the Company for any purposes other than those expressly stated.

 PART 11

Explanatory notes to the Notice of Annual General Meeting (AGM)

Resolution 1 to 9 (inclusive) and resolutions 12 and 13 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolution 10, 11 and 14 are proposed as special resolutions. This means that for this resolution to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 1 (Annual Report and Accounts)

In accordance with section 437 of the Companies Act 2006, the Directors of the Company must present to the meeting the audited Annual Report and Accounts, the Directors’ report, the Strategic report, Directors Remuneration report and the Auditors’ report for the financial year ended 31 December 2017. The

Strategic report sets out a review of the Company’s business by addressing key issues such as our business model; strategy; and principal risks and uncertainties facing the business.

Resolution 2 and 3 (Appointment and Remuneration of Auditors)

In accordance with section 489 of the Companies Act 2006, the Company must appoint auditors at each general meeting at which accounts are presented to shareholders to hold office until the conclusion of the next such meeting. Resolution 3 seeks shareholder approval to re-appoint TGS Taylorcocks as the Company’s auditors. In accordance with normal practice, Resolution 4 seeks authority for the Directors to determine the auditors’ remuneration.

Resolution 4 - 8 (Re-election of Directors)

All Directors will retire and stand for re-appointment at the meeting in accordance with the UK Corporate Governance Code, rather than on a three-year rotating basis.

Biographies of all of the Directors are set out below. The Board is satisfied that each of the Directors standing for election or re-election continues to perform effectively and demonstrates commitment to their respective role.

Don H Elgie was appointed as Non-Executive Chairman on 1 March 17. He has a wealth of experience in public companies and over 30 years’ experience in the marketing industry. He was CEO of Creston Plc, an international digital marketing and communications group from 2001 – 2014, during which he completed a number of successful international acquisitions. Don is currently Non-Executive Chairman of Kape Technologies Plc, the international cyber technology company.

Adam J Graham was appointed as CEO and Executive Director on 2 November 2016. He has over 15 years’ experience leading and growing innovative digital marketing and advertising agencies. Adam served as CEO of Weapon7, a digital communications agency within Omnicom’s BBDO. Prior to that he co-founded and served as Managing Director of Saint, the digital arm of WPP’s Rainey Kelly Campbell Roalfe/Y&R, which won Revolution’s and NMA’s creative agency of the year Awards in 2011. Earlier in his career Adam founded the e-marketing agency 3w Media in the UK and was among the pioneers of internet radio, with the founding of iChoose Radio in 1998.

Adam joined the Marketing Group from Cact.us, a leading UK-based agency growth consultancy, where he was Managing Consultant. He was also Chair of the British Interactive Media Association and has previously been a council member of the British Advertising Association and the Institute for Practitioners of Advertising.

Mike McElhatton was appointed as Executive Director and CFO on 1 March 17. He is a Chartered Accountant with more than 25 years’ experience in the marketing sector and has a successful track record executing acquisitions for public and private companies. He was also previously held executive and non- executive roles at companies such as WPP, Publicis Media and Havas Media UK.

Martin Blair was appointed as Non-Executive Director and Chairman of Audit on 28 March 17. He is a high-accomplished veteran in the field of Finance, who has accumulated more than three decades’ experience in dynamic fast growing organisations across media, technology and life sciences industries. Martin has significant expertise in global corporate transactions for public market listings, acquisitions, joint ventures and disposals as well as strategic restructuring and integration projects. Over the years, he has also accrued a proven track record of managing post-acquisition integration alongside implementation of global IT systems and financial controls.

Glen Fraser was appointed as Non-Executive Director on 28 March 2017. Currently the Principal and Owner of Third Eye, a Sydney-based brand strategy consultancy, and has over 30 years’ experience at some of the world’s largest marketing and advertising firms, including Ogilvy & Mather, Saatchi & Saatchi, Havas Group, Young & Rubicam Group and J Walter Thompson. While occupying senior and leadership roles across various firms and agency set-ups, he has had proven successes and demonstrable experience in growing businesses and revenues, leading and retaining teams as well as ensuring successful execution of creative marketing campaigns across multiple geographies.

Resolution 9 (Authority to allot shares)

If passed, this resolution will renew the Directors’ authority to allot shares. Paragraph (i) will authorize the Director to allot shares up to €824,174 nominal value, which is the remaining balance to allot up to

€1,000,000.00 over 5 years previously approved (excluding treasury shares) as at 18 May 2018, being the latest practicable date prior to printing this circular.

In addition to the above authority, paragraph (ii) will authorise the Directors to allot €58,000 nominal value but only in respect of a rights issue in favour of existing shareholders.

As at 18 May 2018, the Company held 627,417 ordinary shares in treasury representing 0.02% of the ordinary shares capital (excluding treasury shares) in issue at that date.

Other than to satisfy requirements under the Company’s acquisition scheme and to issue a few shares for the purpose of financing the purchases of own shares referred to in Resolutions 13 and 14, the Directors have no present intention to use the authorities but believe that it is in the best interests of the Company to have the authorities in place to provide the flexibility to allot shares without the need for a general meeting should they determine that it is appropriate to do so. This special resolution gives the Directors authority, for a period of 15 months from the passing of this resolution or, if earlier, the date of the next AGM, to (a) allot shares of the Company in connection with an offer or invitation; and (b) to an aggregate nominal value of €824,174 in each case as if the pre-emption rights in company law did not apply.

Resolution 10 &11 (Disapplication of pre-emption rights)

If the Directors wish to allot shares or sell treasury shares of the Company for cash, the Act requires that these shares are first offered to existing shareholders in proportion to their existing shareholdings.

If passed, resolution 10 will provide the Directors with the authority to allot ordinary shares in the Company or sell treasury shares for cash without first offering them to existing shareholders in proportion to their existing shareholdings. This authority is limited to €58,000 which represents approximately 1/3rd of the issued ordinary share capital in the Company (excluding treasury shares) as at 18 May 2018 and can only be used in connection with an acquisition or specified capital investment.

Other than in connection with a rights issue, resolution 11, if passed, will provide the Directors with and additional authority to allot ordinary shares or sell treasury shares for cash without first offering them to existing shareholders in proportion to their existing shareholdings. This authority will be limited to €8,791.29 which is approximately 5% of the issued ordinary share capital of the Company (excluding treasury shares) as at 18 May 2018 being the last practicable date before publication of this notice.Other than in connection with a rights issue, resolution 11, if passed, will provide the Directors with and additional authority to allot ordinary shares or sell treasury shares for cash without first offering them to existing shareholders in proportion to their existing shareholdings. This authority will be limited to

Other than to issue a few shares for the purpose of financing the purchases of own shares referred to in Resolutions 13 and 14, the Directors have no present intention to use these authorities but believe that it is in the best interests of the Company to have the authority in place to provide the flexibility to allot shares without the need for a general meeting should they determine that it is appropriate to do so.

The Company confirms that it does not intend to issue more than 75% of the Company’s issued ordinary share capital on a non-pre-emptive basis over a three-year rolling period without prior consultation with its shareholders, otherwise than in connection with an acquisition or specified capital investment in the circumstances described above.

Resolutions 12 and 13 Authority for Off-Market Purchases

If passed, resolutions 12 and 13 will provide authority for the Company to purchase 900,000 and 928,571 respectively of its own shares from certain of its shareholders. The Company intends to cancel these shares and reduce the Share Capital. These contracts have been negotiated for the return of the subsidiaries to the respective owners and no additional consideration will be paid. These businesses were divested because they were poorly performing and were not a good strategic fit.

Resolution 14 Notice of General Meetings

The Companies (Shareholders’ Rights) Regulations 2009 have increased the notice period required for general meetings of the Company to 21 days unless shareholders agree to a shorter notice period, which cannot be less than 14 clear days. Annual General Meetings will continue to be held on at least 21 clear days’ notice.

The shorter notice period, would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. The approval will be effective until the conclusion of the Company’s next Annual General Meeting, when it is intended that a similar resolution will be proposed.

Shareholders should note that the changes to the Act mean that, in order to be able to call a general meeting on less than 21 clear days’ notice, the Company must make a means of electronic voting available to all shareholder for that meeting.

When and Where

This year, the meeting will be held at 12.00 noon UK time on Friday 8 June at Lewis Silkin LLP, 5 Chancery Lane, Clifford’s Inn, London EC4A 1BL.

Please note: it is important you inform us of your intention to attend the AGM, so we can ensure your smooth passage through the security procedures.

Email cosec@marketinggroupplc.com should you wish to attend.

Alternatively, you could attend via Zoom (teleconference)

Topic: Annual General Meeting 2018 Time: Jun 8, 2018 12:00 PM London

Join from PC, Mac, Linux, iOS or Android: https://zoom.us/j/287565422 Or iPhone one-tap :

US: +16468769923,,287565422# or +16699006833,,287565422#

Or Telephone:

Dial(for higher quality, dial a number based on your current location): US: +1 646 876 9923 or +1 669 900 6833

Meeting ID: 287 565 422

International numbers available: https://zoom.us/u/c22MnVxR5

For further information please contact:

Adam Graham, CEO

Email: investorrelations@tmg-plc.com

Media

Lydia Oakes

Phone: +44 (0)7710 244573

Email: lydia@bluestripemedia.co.uk

Investor Relations
Tim Metcalfe

Miles Nolan
Phone: +44 (0) 203 934 6630
Email: investorrelations@tmg-plc.com

The Marketing Group plc (“TMG”) in brief   

TMG is building a global full-service marketing network that respects the individual cultures of each agency that joins. By providing a supportive platform for growth, and an agile management approach, TMG aims to provide a fresh alternative to the big holding companies: Independent Spirit - Global scale. Each company within the group provides specialist marketing services brought together, within complementary communities of practice, to form an international network that can address a global market. The central team supports its subsidiaries through a lean and nimble structure that can respond quickly to change and provide highly effective solutions for clients. The Marketing Group is listed on Nasdaq First North, Stockholm. www.tmg-plc.com. Mangold Fondkommission AB, +46 8-5030 15 50, is the company’s Certified Adviser and liquidity provider.

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