Dave Forsey Chief Executive 19 July 2012 - Sports Direct International

Shareholders
No shareholder enjoys any special control rights, and, except as
set out below, there are no restrictions in the transfer of shares or of
voting rights.
Mike Ashley and the Company have entered into a Relationship
Agreement, pursuant to which Mike Ashley undertook to the
Company that, for so long as he is entitled to exercise, or to
control the exercise of, 15% or more of the rights to vote at general
meetings of the Company, he will;
• conduct all transactions and relationships with any member of
the Group on arm’s length terms and on a normal commercial
basis and with the approval of the Non-Executive Directors;
• exercise his voting rights or other rights in support of the
Company being managed in accordance with the Listing
Rules and the principles of good governance set out in the UK
Corporate Governance Code, and not exercise any of his voting
or other rights and powers to procure any amendment to the
Articles of Association of the Company;
• other than through his interest in the Company, not have
any interest in any business which sell sports apparel and
equipment subject to certain rights, after notification to the
Company, to acquire any such interest of less than 20% of
the business concerned, and certain other limited exceptions,
without receiving the prior approval of the Non-Executive
Directors; and not solicit for employment or employ any senior
employee of the Company.
As at 17 July 2012, the Company has been advised that the following parties had a significant direct or indirect share holding in the shares of
the Company:
Number of shares held
Percentage of issued ordinary share
capital with voting rights held Nature of holding
MASH Holdings Limited 410,400,000 71.18% Direct
Odey Asset Management 35,054,308 6.08% Indirect*
Schroders PLC 28,767,723 4.989% Direct
MASH Holdings Limited is wholly owned by Mike Ashley
*22,113,737 of shares held in contract for difference account with UBS
Suppliers
The Group understands the importance of maintaining good
relationships with suppliers and it is Group policy to agree
appropriate terms and conditions for its transactions with suppliers
(ranging from standard written terms to individually negotiated
contracts) and for payment to be made in accordance with these
terms, provided the supplier has complied with its obligations.
Trade creditors of the Group’s UK operations as at 29 April 2012
was 29 days (2011: 23 days).
Contracts essential to the
business of the Company
The Chief Executive’s Report on page 16 to 35 details information
about persons with whom the Company has contractual or other
arrangements and are deemed essential or material to the business
of the Group.
Takeovers
The Directors do not believe there are any significant contracts that
may change in the event of a successful takeover of the Company.
Details of the impact of any successful takeover of the Company on
Directors’ bonus and share schemes are set out in the Directors’
Remuneration Report on pages 56 to 59.
Employee share schemes
Details of both the Executive Bonus Share Schemes are set out in
the Directors’ Remuneration Report on pages 56 to 59, and details
of the Employee Bonus Share Schemes are on pages 28 and 61.
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