Enterprise Inns plc Annual Report and Accounts 2012

Directors’ Report
Significant agreements: change of control
Certain funding documents to which the Company is party contain provisions that allow the counterparties to
terminate funding to the Company in certain circumstances where there has been a change of control of the Company.
These are:
• Forward Start Facility Agreement dated 10 May 2010 (which will expire on 16 December 2013) and Forward Start
Facility Agreement dated 31 May 2012 (which will commence on 16 December 2013) - if any person or group of
persons acting in concert gains control of the Company then the Company shall promptly notify the agents and
lenders. If any lender so requires, it may cancel its commitments to the Company and require the Company to repay
all loans outstanding to it.
• £60 million 6% Secured Bonds due 2014, £125 million 6.875% Secured Bonds due 2025, £125 million 6.875%
Secured Bonds due 2021, £275 million 6.375% Secured Bonds due 2031 and £600 million 6.5% Secured Bonds
due 2018 - the terms and conditions of each of the Secured Bonds provide that following the occurrence of a
restructuring event, which is defined in the terms and conditions to include:
• any person or persons acting in concert becoming interested in more than 50% of the shares of the Company; or
• any person or group of connected persons acquiring control of the Company; or
• any person or persons acquiring the right to appoint more than 50% of the directors of the Company;
the Secured Bonds must:
• if they are not rated, after a written resolution of the bondholders, either be redeemed by the Company or the
Company must successfully seek an investment grade rating for the Secured Bonds; or
• if they are rated and such rating is below investment grade or later falls below investment grade, be redeemed
by the Company.
Annual Report 2012 Our Governance
Rights and obligations attaching to shares
The rights and obligations attaching to the ordinary shares are set out in the Articles.
Voting rights attaching to shares
On a show of hands, every member who is present in person or by proxy shall have one vote. On a poll, every member
who is present in person or by proxy shall have one vote for every share of which they are the holder.
Where shares are held by the trustees of the Employee Benefit Trust and the voting rights attached to such shares
are not directly exercisable by the employees, it is the Company’s practice that such rights are not exercised by the
Trustee.
Under the Companies Act, members are entitled to appoint a proxy, who need not be a member of the Company, to
exercise all or any of their rights to attend and to speak and vote at a general meeting. A member may appoint more
than one proxy in relation to a general meeting provided that each proxy is appointed to exercise the rights attached to
a different share or shares held by that member. A member that is a corporation may appoint one or more individuals
to act on its behalf at a general meeting as a corporate representative.
Restrictions on voting rights attaching to shares
No member shall, unless the directors otherwise determine, exercise any voting rights either personally or by proxy
at a general meeting if any call or other sum presently payable by him/her to the Company in respect of any share or
shares remains unpaid. Otherwise, the Company is not aware of any arrangements between shareholders that may
result in a restriction on voting rights attaching to shares.
Deadlines for exercising voting rights attaching to shares
Votes are exercisable at a general meeting of the Company in respect of which the business being voted upon is being
heard. Votes may be exercised in person, by proxy, or by corporate representatives (in relation to corporate members).
The Articles provide a deadline for the submission of proxy forms (electronically or by paper) of not less than 48 hours
before the time appointed for the holding of the meeting or the adjourned meeting.
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