kcom group plc notice of annual general meeting 2016/17 · pdf filenotice of annual general...

KCOM Group PLCNotice of Annual General Meeting 2016/17

1pm Friday 21 July 2017KCOM Stadium, Hull

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to what action to take, you should consult your stockbroker, solicitor, accountant or other appropriate independent professional advisor who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000, or an appropriately authorised independent financial advisor if you are in a territory outside the United Kingdom.

If you have sold or otherwise transferred all your shares in KCOM Group PLC, please forward this document and the accompanying form of proxy to the person through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

02 | KCOM Group PLC Notice of Annual General Meeting 2016/17

Notice is hereby given that the Annual General Meeting (AGM) of KCOM Group PLC (KCOM) will be held at the KCOM Stadium, The Circle, Walton Street, Hull HU3 6HU on Friday 21 July 2017 at 1pm for the following purposes:

Ordinary businessTo consider and, if thought fit, pass the following resolutions which will be proposed as ordinary resolutions:

1 To receive the Company’s audited accounts and the reports of the Directors and the auditors for the year ended 31 March 2017.

2 To declare the final dividend for the year ended 31 March 2017 of 4.0 pence per ordinary share of the Company.

3 To approve the Directors’ Remuneration policy as contained in the Directors’ Remuneration report for the year ended 31 March 2017.

4 To approve the Directors’ Remuneration report (excluding the Remuneration policy) for the year ended 31 March 2017.

5 To re-appoint PricewaterhouseCoopers LLP as independent auditors of the Company.

6 To authorise the Audit Committee to fix the remuneration of the independent auditors.

7 To re-elect Graham Holden as a Director of the Company.

8 To elect Jane Aikman as a Director of the Company.

9 To re-elect Liz Barber as a Director of the Company.

10 To re-elect Patrick De Smedt as a Director of the Company.

11 To re-elect Bill Halbert as a Director of the Company.

12 To re-elect Peter Smith as a Director of the Company.

Special businessTo consider and, if thought fit, pass the following resolution which will be proposed as an ordinary resolution:

13 THAT the Directors are generally and unconditionally authorised, pursuant to and in accordance with section 551 of the Companies Act 2006 (the “Act”) to exercise all the powers of the Company to allot shares (as defined in section 540 of the Act) and grant rights to subscribe for, or convert any security into, shares in the Company:

a) up to an aggregate nominal amount (within the meaning of section 551(3) and (6) of the Act) of £17,220,130 (such amount to be reduced by the nominal amount allotted or granted under (b) below in excess of such sum); and

b) comprising equity securities (within the meaning of section 560 of the Act) up to an aggregate nominal amount (within the meaning of sections 551(3) and (6) of the Act) of £34,440,260 (such amount to be reduced by any allotments or grants made under (a) above) in connection with or pursuant to an offer by way of a rights issue to ordinary shareholders in proportion (as nearly as may be practicable) to the respective number of ordinary shares held by them on the record date for such allotment, but subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise in or under the laws of, or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever, provided that these authorisations shall expire at the conclusion of the AGM of the Company to be held in respect of the financial period ending 31 March 2018 (or if earlier, at the close of business on 30 September 2018), save that the Company may before such expiry make any offer or agreement which would or might require shares to be allotted or rights to be granted, after such expiry and the Directors may allot shares, or grant rights to subscribe for or to convert any security into shares, in pursuance of any such offer or agreement as if the authorisation conferred hereby had not expired.

All authorities vested in the Directors on the date of the notice of this meeting to allot shares and grant rights that remain unexercised at the commencement of this meeting are revoked.

To consider and, if thought fit, pass the following resolutions which will be proposed as special resolutions:

14 THAT subject to resolution 13 being passed as an ordinary resolution, the Directors are empowered pursuant to sections 570 and 573 of the Act to:

a) allot equity securities (within the meaning of section 560 of the Act) of the Company for cash pursuant to the authority so conferred by resolution 13; and

KCOMNotice of Annual General Meeting 2016/17

03KCOM Group PLC Notice of Annual General Meeting 2016/17 |

b) sell ordinary shares (as defined in section 560(1) of the Act) held by the Company as treasury shares for cash,

in each case as if section 561(1) of the Act did not apply to any such allotment or sale, provided that such powers shall be limited to the allotment of equity securities for cash and the sale of treasury shares:

i. in connection with or pursuant to an offer or invitation to acquire equity securities (but in the case of the authorisation granted under resolution 13(b), by way of rights issue only) in favour of holders of ordinary shares in proportion (as nearly as practicable) to the respective number of ordinary shares held by them on the record date for such allotment or sale but subject to such exclusions or other arrangements as the Directors may consider necessary or appropriate to deal with fractional entitlements, treasury shares, record dates or legal, regulatory or practical difficulties which may arise under the laws of or the requirements of any regulatory body or stock exchange in any territory or any other matter whatsoever; and

ii. in the case of the authorisation granted under resolution 13(a) (or in the case of any transfer of treasury shares), and otherwise than pursuant to paragraph (i) of this resolution, up to an aggregate nominal amount of £2,583,019.

The powers given by this resolution shall expire on the conclusion of the Company’s AGM to be held in respect of the financial period ending 31 March 2018 (or if earlier at the close of business on 30 September 2018), except that the Company may before such expiry make any offer or agreement which would or might require equity securities to be allotted, or treasury shares sold, after such expiry and the Directors may allot equity securities, or sell treasury shares, in pursuance of such an offer or agreement as if the power conferred hereby had not expired.

15 THAT the Company is generally and unconditionally authorised for the purposes of section 701 of the Act to make one or more market purchases (within the meaning of section 693(4) of the Act) on the London Stock Exchange of any of its ordinary shares of 10 pence each (the “ordinary shares”), on such terms and in such manner as the Directors of the Company from time to time determine, provided that:

a) the maximum number of ordinary shares hereby authorised to be purchased is 51,660,391;

b) the maximum price at which ordinary shares may be purchased is an amount equal to 105 per cent of the average of the middle market quotations for the ordinary shares of the Company derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the date on which the ordinary shares are contracted to be purchased and the minimum price which may be paid for such a share is its nominal value, in both cases exclusive of expenses;

c) unless previously renewed, varied or revoked, the authority to purchase conferred by this resolution shall expire on the earlier of the conclusion of the Company’s AGM to be held in respect of the financial period ending 31 March 2018 or at the close of business on 30 September 2018 (if earlier); and

d) the Company may, before the expiry of this authority, conclude a contract to purchase ordinary shares which will or may be executed wholly or partly after such expiry and may make a purchase of ordinary shares pursuant to any such contract, as if such authority has not expired.

16 THAT a general meeting of the Company, other than an AGM of the Company, may be called on not less than 14 clear days’ notice.

By order of the Board

Kathy SmithCompany Secretary 6 June 2017

Registered office: 37 Carr Lane, Hull, HU1 3RE


KCOMExplanatory notes about resolutions

Resolution 1Annual report and accountsThe Directors are required to present the Company’s audited annual accounts and the reports of the Directors and auditors to the meeting for the financial year ended 31 March 2017. These show the results for the year, how we operate as a business and what our strategy is for the future.

Resolution 2Final dividendThe Directors are recommending a final dividend of 4.0 pence per ordinary share to be paid to shareholders who were on the Company’s share register at the close of business on 23 June 2017. If approved by the meeting, the final dividend will be paid on 1 August 2017. This is consistent with our dividend policy to pay a total minimum dividend of 6.0 pence per share each year in the financial years ending in 2017 and 2018. The interim dividend paid on 1 February 2017 was 2.0 pence per share.

Resolution 3Remuneration policyIn accordance with the Companies Act 2006, the Company proposes an ordinary resolution to approve the Directors’ Remuneration policy contained within the Directors’ Remuneration report.

The Companies Act 2006 requires the Directors’ Remuneration policy to be put to shareholders for approval annually unless the policy as approved by shareholders remains unchanged, in which case the Company need only propose a similar resolution at least every three years. The Company’s current Directors’ Remuneration policy was last approved by shareholders at the AGM in 2014. The proposed new Remuneration policy sets out how the Company proposes to pay its directors and includes details of the Company’s approach to recruitment remuneration and loss of office payments. Minor changes that are proposed to the current policy are highlighted in the Remuneration policy itself.

The vote on this resolution is binding and, if passed, will mean that the Directors can only make remuneration payments in accordance with the approved policy unless such payments have otherwise been approved by a separate shareholder resolution.

Resolution 4Remuneration reportIn accordance with the Companies Act 2006, shareholders are invited to approve the Directors’ Remuneration report for the year ended 31 March 2017. For the purposes of this resolution, the Directors’ Remuneration report does not include the Directors’ Remuneration policy. The vote on the Directors’ Remuneration report is advisory and the Directors’ entitlement to remuneration is not conditional on it being passed by shareholders.

Resolution 5AuditorsAuditors have to be appointed or re-appointed at each general meeting at which annual accounts are presented to shareholders. PricewaterhouseCoopers LLP was first appointed as auditors of the Company in 2006. During the year a thorough re-tender process was undertaken with six audit firms invited to participate. The outcome of the process was that the Audit Committee recommend that PricewaterhouseCoopers LLP should be re-appointed as auditors. Further information on the tender process can be found in the Audit Committee report in the Annual report and accounts 2016/17. PricewaterhouseCoopers LLP has advised of its willingness to stand for re-appointment as the auditor of the Company and has confirmed its ongoing independence from KCOM.

Resolution 6Auditors’ remunerationThis resolution gives the Audit Committee the authority to fix the auditors’ remuneration, on behalf of the members, up until the next AGM.

Resolution 7 to 12Election and re-election of DirectorsResolutions 7 to 12 relate to the retirement and election or re-election of the Company’s Directors. The Company’s articles of association require a Director who has been appointed by the Board of Directors during the year to retire at the next AGM following his or her appointment. Jane Aikman was appointed as a Director of the Company on 17 October 2016. Consequently, she will retire from office at the AGM and intends to stand for election by the shareholders for the first time.

The Company’s articles of association also require one-third of the remaining Directors to retire from office at each AGM. Additionally, any Director who has not been elected or re-elected by the Company’s shareholders at either of the three preceding AGMs is required to retire. Notwithstanding the provisions of the Company’s articles of association, the Board of Directors has determined that each of the other Directors shall also retire from office at the AGM in line with best practice recommendations of the UK Corporate Governance Code for FTSE 350 companies. Each of the Directors intends to stand for re-election by the shareholders.

The Nomination Committee has reviewed the performance of all Directors during the past year and recommends their election or re-election (as the case may be). Accordingly, following performance evaluation, the Chairman confirms that each of the Directors standing for election or re-election continues to be an effective member of the Board, to make a positive contribution and to demonstrate commitment to his or her role. Information relating to the experience, skills and background of each of the Directors is set out opposite.


Graham HoldenNon-Executive ChairmanGraham Holden joined the Board in November 2007 and was appointed to the role of Non-Executive Chairman from 1 April 2014. Graham is also the Chairman of the Nomination Committee and a member of the Remuneration Committee. As Chairman of the Board, Graham is responsible for leading the Board. Until October 2013, Graham was the Chief Executive of Marshalls plc and worked there for 27 years. Graham is a member of the Institute of Chartered Accountants in England and Wales, a graduate of the Harvard Advanced Management Programme and is a Visiting Fellow in the School of Management at Cranfield University. Graham brings considerable financial knowledge and expertise to the Board as well as significant PLC board experience.

Jane AikmanChief Financial OfficerJane joined the Board in October 2016. Jane has held a number of executive level positions in various companies. Her most recent role was as Chief Financial Officer and Chief Operating Officer for Phoenix IT Group Plc, which she held until its acquisition by Daisy Group. Prior to that she was Chief Financial Officer of Infinis plc, Wilson Bowden plc and Pressac plc. From 31 July 2017 Jane will also be appointed as Non-Executive Director of Morgan Advanced Materials plc. Jane is a member of the Institute of Chartered Accountants in England and Wales and has brought a wealth of financial and operational leadership experience to the Board, as well as sector specific expertise through her time spent with Phoenix IT Group Plc.

Liz BarberNon-Executive DirectorLiz joined the Board in April 2015 and is Chairman of the Audit Committee and a member of the Nomination Committee and Remuneration Committee. She is the Group Director of Finance, Regulation and Markets for Kelda Group and is a Fellow of the Institute of Chartered Accountants in England and Wales, having previously been a partner with Ernst & Young from 2001 to 2010, including holding the role of Head of Audit for the North of England from 2006 to 2010. Liz brings a real breadth of financial experience to the Board, as well as knowledge of operating both in a regulated market environment and in the Yorkshire region.

Patrick De Smedt Senior Independent DirectorPatrick joined the Board in January 2016 and is a member of the Remuneration Committee, Audit Committee and Nomination Committee. He became our Senior Independent Director in July 2016. Patrick held a number of senior positions in Microsoft between 1983 and 2006 during which he founded the Benelux subsidiaries, led the development of the Western European business and served as Chairman of Microsoft for Europe, Middle East and Africa. He brings experience of leadership and strategy setting in the sector to the Board and has also undertaken a range of non-executive roles with a number of different organisations, which has given him significant experience of PLC boards.

Bill HalbertChief ExecutiveBill was appointed as Executive Deputy Chairman in November 2008, having joined the Board as a Non-Executive Director in September 2006. In July 2009 he was appointed as Executive Chairman and then from 1 April 2014 he took on the role of Chief Executive. He has executive responsibility for the day-to-day leadership of the business. Bill brings a huge amount of industry knowledge and expertise to the Board, having worked in the information technology sector for over 40 years. Prior to KCOM, he founded Syntegra, BT’s global consultancy and systems integration subsidiary, and was the CEO there for 13 years. At KCOM Bill has successfully led the business through a period of significant strategic change and continues to shape the future growth strategy of the business through his IT services expertise. When Bill was appointed as Executive Deputy Chairman on 25 November 2008 the share price was 12.5 pence and the annual dividend paid for 2008/09 was 1.5 pence per share. Between November 2008 and May 2017 Bill has led the creation of a Total Shareholder Return of over 1,000 per cent and has increased the annual dividend by 300 per cent. Bill sits on the Board of a number of smaller private limited companies but these do not demand a significant amount of his time and he works full-time at KCOM.

Peter SmithNon-Executive DirectorPeter joined the Board in January 2015 and is Chairman of the Remuneration Committee and a member of the Audit Committee and Nomination Committee. He is a partner at L.E.K. Consulting LLP, where he has worked for 28 years. He brings to the Board a broad range of experience in assisting companies across a range of sectors in setting their strategic plans and optimising their performance.

Resolution 13Authority to allot sharesThe Directors currently have a general authority to allot new shares in the Company and to grant rights to subscribe for, or convert any securities into, shares. This authority is, however, due to expire at the AGM and the Board would like to renew it to provide the Directors with flexibility to allot new shares and grant rights up until the Company’s next AGM within the limits prescribed by The Investment Association.

Resolution 13 is an ordinary resolution which authorises the Directors to allot ordinary shares up to an aggregate nominal amount of £17,220,130 (which represents approximately one third of the issued share capital as at 6 June 2017). It also gives the Directors authority to allot, by way of rights issue only, ordinary shares up to an aggregate nominal amount of £34,440,260 which is equivalent to approximately two-thirds of the Company’s issued ordinary shares as at 6 June 2017. For the avoidance of doubt, the authority sought pursuant to this resolution will give the Directors the ability to allot shares and grant rights up to a maximum aggregate nominal amount of £34,440,260. If given, the authority will expire at the conclusion of the AGM of the Company to be held in respect of the financial period ending 31 March 2018 (or if earlier at the close of business on 30 September 2018). The Directors do not have any present intention to exercise this authority, however the Board considers it prudent to maintain the flexibility that it provides to enable the Directors to respond to any appropriate opportunities that may arise. The Company did not hold any shares in treasury as at 6 June 2017.


KCOMExplanatory notes about resolutions continued

Resolution 14Disapplication of pre-emption rightsResolution 14 is in substitution for the power granted to the Directors by shareholders at the AGM on 22 July 2016 empowering the Directors to allot ordinary shares for cash without first offering them pro-rata to existing shareholders. If approved, this resolution would empower the Directors to issue shares for cash on a non pre-emptive basis up to an aggregate nominal amount of £2,583,019 (being approximately five per cent of the issued share capital of the Company on 6 June 2017). The power would expire on conclusion of the Company’s AGM to be held in respect of the financial period ending 31 March 2018 (or if earlier at the close of business on 30 September 2018). The Directors do not intend to issue more than 7.5 per cent of the issued share capital of the Company for cash on a non pre-emptive basis in any rolling three year period without prior consultation with shareholders.

Resolution 15Authority to purchase own sharesResolution 15 renews the authority of the Directors to buy the Company’s own shares on the Stock Market subject to the constraints set out in the resolution. The Directors have no present intention of buying back the Company’s shares but if they deem it advisable before the next AGM this authority, if given, would authorise the purchase of up to a maximum of 51,660,391 shares (equivalent to approximately 10 per cent of the ordinary shares in issue as at 6 June 2017). This authority, if given by shareholders, does not entitle the Company to purchase or acquire shares from shareholders who do not wish to sell them. Shares would only be purchased if the Directors believed that to do so would result in an improvement in earnings per share and would be in the best interests of shareholders generally. Any purchases would be made through the London Stock Exchange and purchased shares would be cancelled (in which case the number of shares in issue would thereby be reduced) or, alternatively, held in treasury, depending on which course of action is considered by the Directors to be in the best interests of the shareholders at that time. As at 6 June 2017, there were no options or rights outstanding to subscribe for new ordinary shares in the Company. If given, the authority will expire on the conclusion of the Company’s AGM to be held in respect of the financial period ending 31 March 2018 (or if earlier at the close of business on 30 September 2018).

Resolution 16Notice of meeting other than AGMResolution 16 is a special resolution to allow the Company to call general meetings (other than AGMs) on not less than 14 clear days’ notice.

The Company currently has the power to call a general meeting (other than an AGM) on at least 14 days’ notice and would like to preserve this ability. In order to do so, shareholders must first approve the calling of meetings on at least 14 days’ notice. This resolution seeks such approval. This approval will be effective until the Company’s next AGM, when it is intended that the approval be renewed. 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. In addition to this, the Company is mindful of the UK Corporate Governance Code, which recommends notices for all general meetings (other than AGMs) to be served on no less than 14 working days’ notice. Except in the circumstances described, the Company intends to comply with this recommendation.

RecommendationThe Directors believe that all the proposed resolutions to be considered at the AGM as set out in this document are in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of them.


KCOMInformation for Shareholders

ProxiesOnly holders of ordinary shares are entitled to attend the meeting. A member entitled to attend may appoint a proxy or proxies to attend, speak and vote in his or her place. A member can appoint more than one proxy, provided that each proxy is appointed to exercise the rights attaching to different shares held by him or her. A proxy need not be a member of the Company. Your proxy will vote as you instruct and must attend the AGM for your vote to be counted. Completion and submission of a proxy form will not preclude a member from attending and voting in person at the AGM.

In order to be valid, an appointment of proxy (together with any authority under which it is executed or a copy of the authority certified notarially) must be returned by one of the following methods:

> A form of proxy is enclosed and to be effective must be deposited with the Company’s registrar, Capita Asset Services, either by hand to The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by sending freepost to FREEPOST CAPITA PXS to arrive no later than 1pm on 19 July 2017. If sending freepost please allow five business days for delivery.

> CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will take appropriate action on their behalf.

> Shareholders may lodge their proxy electronically by logging on to the Shareholder Portal at www.kcom-shares.com. If you have not previously registered to use this facility you will require your investor code, which can be found on the enclosed proxy form; whilst registering we would ask you to consider requesting to receive notification of documents electronically.

Proxy votes lodged via CREST or the Shareholder Portal must be received by Capita Asset Services no later than 1pm on 19 July 2017.

In accordance with section 325 of the Act, the right to appoint proxies does not apply to persons nominated to receive information rights under section 146 of the Act. Persons nominated to receive information rights under section 146 of the Act who have been sent a copy of this notice of meeting are hereby informed, in accordance with section 149(2) of the Act, that they may have a right under an agreement with the registered member by whom they were nominated to be appointed, or to have someone else appointed, as a proxy for this meeting. If they have no such right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the member as to the exercise of voting rights. Nominated persons should contact the registered member by whom they were nominated in respect of these arrangements. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

Asking questionsAll of our Directors, including the Chairman of each of the Audit, Nomination and Remuneration Committees will be available to answer questions. Subject to some exceptions, the Company must answer any questions relating to the business being dealt with at the meeting.

If you wish to ask a question at the AGM, the Chairman will take questions from shareholders on the business of the meeting. If you wish to ask a question, please make your way to the question registration desk before the meeting, where someone will assist you, or press the appropriate button on the handset when the Chairman invites questions during the meeting.

If you prefer not to ask your question in person, you can ask for it to be raised on your behalf by the Chairman.

Entitlement to attend and voteThe Company specifies that in order to have the right to attend and vote at the meeting (and also for the purpose of calculating how many votes a person entitled to attend and vote may cast), a person must be entered on the Register of Members of the Company by the close of business on 19 July 2017. Changes to entries on the Register after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting.

Issued share capital and total voting rightsAt close of business on 6 June 2017, the issued share capital of the Company was 516,603,910 ordinary shares of 10 pence each, with each share carrying the right to one vote. Therefore the total voting rights in the Company as at 6 June 2017 was 516,603,910. At 6 June 2017 there were no treasury shares held by the Company.

Documents available for inspectionThe following documents will be available for inspection by members of the Company at the registered office of the Company at 37 Carr Lane, Hull, HU1 3RE during normal business hours on Monday to Friday each week from the date of this Notice until the close of the AGM. The documents will also be available for inspection at the place of the AGM for at least 15 minutes prior to and during the meeting:

> a copy of the Current Articles;

> the Executive Directors’ service contracts; and

> the Non-Executive Directors’ letters of appointment.


KCOMInformation for Shareholders continued

WebsiteInformation relating to the meeting which the Company is required by the Companies Act 2006 to publish on a website in advance of the meeting may be viewed at www.kcomplc.com.

Audit statementIt is possible that, pursuant to members’ requests made in accordance with section 527 of the Companies Act 2006, the Company will be required to publish on a website a statement in accordance with section 528 of that Act setting out any matter that the members concerned propose to raise at the meeting relating to the audit of the Company’s latest audited accounts. The Company cannot require the members concerned to pay its expenses in complying with those sections. The Company must forward any such statement to its auditors by the time it makes the statement available on the website. The business which may be dealt with at the meeting includes any such statement.

Attending the AGMThe AGM is when shareholders and their duly authorised representatives have an opportunity to vote on the resolutions set out in this Notice.

An up-to-date report will be given on the Company’s financial results, trading performance and prospects and there will be the opportunity to speak to the Directors and other representatives from KCOM both before and after the meeting.

If you would like to attend the AGM, please come to the Kingston Suite at the KCOM Stadium in Hull on Friday 21 July 2017.

The meeting starts at 1pm and the doors open at 12pm. Please allow plenty of time to arrive and register.

Refreshments will be available on arrival. Doors to the presentation room will be open at 12.30pm.

Please note that attendance will be restricted to shareholders, authorised corporate representatives and proxies only. Your status will be checked on arrival.

Help for people with disabilitiesAt the AGM there will be an induction loop system.

Facilities will be available for wheelchair users but it would be helpful if you can let us know in advance if you are bringing a wheelchair.

Shareholders with disabilities who require the assistance of a carer, relative or friend are welcome to bring them to the AGM. Shareholders who rely on dogs for help with sight or hearing difficulties are welcome to bring them to the AGM. Other animals will not be admitted.

If you need the assistance of a signer or if you have any specific additional requirements please contact Michelle Barnes on 01482 602711.

Thank you for your help and support. We hope you find the meeting interesting and helpful.

Please bring the enclosed attendance card with you.


KCOMVenue information

The KCOM Stadium is located off Anlaby Road in Hull. A location map is printed on the back of your AGM attendance card. The meeting will take place in the Kingston Suite, which is accessed through the West Stand reception.

By road from the westFrom the Clive Sullivan Way, turn off the slip road just before the flyover, signposted ‘Local traffic/Infirmary’ and for the ‘KCOM Stadium’, formerly KC Stadium. At the roundabout, take the second exit signposted Rawling Way. At the next main set of traffic lights (and with the hospital in front of you), take a left turn onto the A1105 Anlaby Road. Continue over the flyover. At the foot of the flyover, take a left turn onto Walliker Street. Once on Walliker Street, take the next immediate left turn onto Carnegie Street, and then another left turn onto Perry Street.

Follow Perry Street around and under the flyover. Take a right turn and the Stadium’s car parks are located in front of you.

By road from the east and Hull DocksThe A165 approaches Hull from the east coast and onto Holderness Road. Follow the signs for A63/M62 Leeds. At the second large roundabout on the A63 Garrison Road, continue over Myton Bridge straight onto A63 Castle Street. Continue along the A63. Just before the flyover, take the slip road signposted ‘Infirmary/Anlaby A1105’, and at the roundabout take the third exit onto Rawling Way.

At the next main set of traffic lights (and with the hospital in front of you), take a left turn onto the A1105 Anlaby Road. Continue over the flyover. At the foot of the flyover, take a left turn onto Walliker Street. Once on Walliker Street, take the next immediate left turn onto Carnegie Street, and then another left turn onto Perry Street.

Follow Perry Street around and under the flyover. Take a right turn and the Stadium’s car parks are located in front of you.

By busFor details on bus timetables, please telephone EYMS BusLine on 01482 592929. For all other operators call the National Travel line on 0871 200 2233.

By trainParagon Station is a 20 minute walk from the KCOM Stadium with a signposted pedestrian route via Londesborough Street. Taxis are also available outside the station.

By bikeThere are a number of bike racks available outside the main entrance to the KCOM Stadium. For a map showing cycle routes across the city, please visit Hull City Council’s website at www.hullcc.gov.uk. The map can be found on the cycling pages of the Transport and Street section of the site.


Annual General Meeting21 July 2017

Half year results announcement28 November 2017 (Provisional)

Final results announcement5 June 2018 (Provisional)

AdvisorsRegistrarCapita Asset ServicesThe Registry, 34 Beckenham Road Beckenham, Kent BR3 4TU UK: 0871 664 0300* Overseas: +44 (0)371 664 0300

Independent auditorsPricewaterhouseCoopers LLPBenson House, 33 Wellington Street Leeds LS1 4JP

Remuneration ConsultantsNew Bridge Street – an Aon Hewitt Company10 Devonshire Square London EC2M 4YP

Financial advisorsInvestec Bank plc 2 Gresham StreetLondon EC2V 7QP

Peel Hunt Moor House 120 London Wall London EC2Y 5ET

Investor RelationsKCOM 37 Carr Lane Hull HU1 3RE [email protected] 01482 602711

Shareholder Enquirieswww.kcom-shares.com [email protected] UK: 0871 664 0300* Overseas: +44 (0)371 664 0300 *Calls cost 12p per minute plus your provider’s access charge. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open 9.00am to 5.30pm, Monday – Friday excluding public holidays in England and Wales.

KCOMInformation and Advisors


KCOMNotes

This document is completely CarbonNeutral®.

The unavoidable CO2e generated by this document has been reduced to net zero through verified carbon offset projects.

The paper used in this report is Splendorgel EW (FSC®). The printer and the manufacturing mills are accredited with the ISO 14001 standard for environmental management and both are FSC® certified.

For more information please visit

www.kcomplc.com