IG Group schedules AGM for September 19, 2019

Electronic trading major IG Group Holdings plc (LON:IGG) today announces that its 2019 Annual General Meeting will be held at 10.30 a.m. on September 19, 2019 at the company’s offices located at Cannon Bridge House, 25 Dowgate Hill, London, EC4R 2YA.

The business of the AGM will be to consider and vote on Resolutions 1 to 15 inclusive as ordinary resolutions and Resolutions 16 to 19 inclusive as special resolutions.

Ordinary resolutions

• 1. To receive IG’s accounts and the reports of the Directors and the auditors for the year ended 31 May 2019.
• 2. To approve the Directors’ Remuneration Report for the year ended 31 May 2019.
• 3. To declare a final dividend on the ordinary shares of the Company for the year ended 31 May 2019 of 30.24 pence per ordinary share
• 4. To re-elect June Felix (Executive Director) as a Director of the Company.
• 5. To re-elect Stephen Hill (Non-Executive Director) as a Director of the Company
• 6. To re-elect Malcolm Le May (Non-Executive Director) as a Director of the Company.
• 7. To re-elect Paul Mainwaring (Executive Director) as a Director of the Company
• 8. To re-elect Bridget Messer (Executive Director) as a Director of the Company.
• 9. To re-elect Jim Newman (Non-Executive Director) as a Director of the Company.
• 10. To re-elect Jon Noble (Executive Director) as a Director of the Company.
• 11. To elect Sally-Ann Hibberd (Non-Executive Director) as a Director of the Company.
• 12. To elect Jonathan Moulds (Non-Executive Director) as a Director of the Company
• 13. To re-appoint PricewaterhouseCoopers LLP as the auditors of the Company to hold office until the conclusion of the next annual general meeting at which accounts are laid.
• 14. To authorise the Audit Committee of the Board to determine the auditors’ remuneration.
• 15. That the Directors be and are generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 (the ‘2006 Act’) to exercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert any security into shares: (i) up to a nominal amount of £6,000; and (ii) comprising equity securities (as defined in Section 560(1) of the 2006 Act) up to a further nominal amount of £6,000 in connection with an offer by way of a rights issue;

such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the 2006 Act and to expire at the end of the next annual general meeting or on 5 December 2020, whichever is earlier but, in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority ends.

Special resolutions

• 16. That, subject to the passing of Resolution 15 above, the Directors be authorised to allot equity securities (as defined in Section 560(1) of the 2006 Act) wholly for cash pursuant to the authority given by paragraph (i) of Resolution 15 above or where the allotment constitutes an allotment of equity securities by virtue of Section 560(2)(b) of the 2006 Act in each case:

1. in connection with a pre-emptive offer; and

2. otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £900; and

2. pursuant to the authority given by paragraph (ii) of Resolution 15 above in connection with a rights issue,

• 17. That, subject to the passing of Resolution 15 above, and in addition to any authority granted by Resolution 16 above, the Directors be authorised pursuant to Section 570 and Section 573 of the 2006 Act to allot equity securities (within the meaning of Section 560(1) of the 2006 Act) for cash under the authority conferred by Resolution 16 above and/or to sell treasury shares for cash as if Section 561(1) of the 2006 Act did not apply to any such allotment or sale, provided that this authority shall be:

(i) limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £900; 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 of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice

• 18. That the Company be and is hereby unconditionally and generally authorised for the purpose of Section 701 of the 2006 Act to make market purchases (as defined in Section 693 of the 2006 Act) of ordinary shares of 0.005 pence each in the capital of the Company provided that:

(i) the maximum number of shares which may be purchased is 36,943,945 (representing an amount equal to 10 per cent. of the Company’s total issued ordinary share capital as at 5 August 2019);

(ii) the minimum price which may be paid for each share is 0.005 pence;

(iii) the maximum price which may be paid for a share is an amount equal to the higher of:

(I) 105 per cent of the average of the closing price of the Company’s ordinary shares as derived from the London Stock Exchange Daily Official List for the 5 business days immediately preceding the day on which such share is contracted to be purchased; or

(II) the higher of the price of the last independent trade and the highest current bid as stipulated by Commission-adopted Regulatory Technical Standards pursuant to article 5(6) of the Market Abuse Regulation; and

(iv) this authority shall expire at the conclusion of the next annual general meeting of the Company or on 5 December 2020, whichever is earlier (except in relation to the purchase of shares, the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry) unless such authority is renewed prior to such time.