Notice of Annual General Meeting - Sports Direct International

Notice of Annual General Meeting
continued
Resolution 11: (to be proposed as a Special Resolution): To reduce the notice period for all General Meetings other
than Annual General Meetings
Changes made to the Act by the Companies (Shareholder Rights) Regulations 2009 (the “Shareholders’ Rights
Regulations”) increase the notice period required for general meetings of companies to 21 days unless a company offers
shareholders an electronic voting facility, and shareholders approve a shorter notice period, which cannot however be
less than 14 clear days.
Prior to the Shareholders’ Rights Regulations which came into force on 3 August 2009, the Company was able to call
general meetings, other than its Annual General Meeting, on 14 clear days’ notice without obtaining shareholder
approval. In order to preserve this ability, resolution 11 seeks approval for a notice period of 14 days to apply to general
meetings. The shorter notice period will not be used as a matter of routine but only where 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 Company’s next Annual General Meeting, when it is intended that a similar resolution will be proposed. Annual
General Meetings will continue to be held on at least 21 clear days’ notice.
Resolution 12: To authorise the directors to adopt The Sports Direct Executive Bonus Share Scheme (the “Executive
Scheme”)
The Executive Scheme has been designed to incentivise and reward the executive directors in a way that is consistent
with the Group’s strategy of earnings growth and long term shareholder value.
It is intended that participants in the Executive Scheme will not be granted any further Awards under any of the
Company’s other discretionary share plans whilst they participate in the Executive Scheme.
oPERATIoN
The Committee will be responsible for setting the overall policy and principles relating to the operation of the Executive
Scheme. The Executive Scheme is discretionary and will only operate in those years that the Committee determines.
Currently, it is expected that the initial awards will be granted in respect of the 2011/12 financial year; the 2012/13
financial year and the 2013/14 financial year and on an annual basis thereafter.
ELIGIBILITY
Any executive director of any member of the Group, excluding Mike Ashley, will be eligible to participate.
A further condition of participation in the Executive Scheme will be that the Bonus Share Scheme Awards for Executive
Directors for 2009-10 and 2010-11 will lapse; and all subsisting Awards held under the Performance Share Plan by the
Executive Directors will be waived.
FoRM oF AWARDS
Awards may be made in the form of a conditional award of shares; or in the form of a nil cost option; or other form of
award as has substantially the same economic effect for the recipient.
A participant will normally have up to seven years following vesting (or such shorter period as may be specified) to
exercise a nil cost option.
Awards under the scheme are not pensionable and may not be assigned or transferred except on a participant’s death.
GRANT oF AWARDS
Awards may be granted within 42 days following the date on which the Executive Scheme is adopted by the Company.
Thereafter, Awards may normally only be granted in the 42 days following the announcement by the Company of its
results for any period, or following a change in the legislation relating to share plans or where there are circumstances
considered by the Committee to be exceptional.