Santander UK Group Holdings plc (the “Company”)
NOTICE IS HEREBY GIVEN that the 2017 Annual General Meeting of the Company will be held at 2 Triton Square, Regent’s Place, London, NW1 3AN on 31 March 2017 at 2.30 p.m. to consider and, if thought fit, to pass the resolutions set out below:
Ordinary Resolutions
1. To receive the Report of the Directors and the audited accounts for the year ended 31 December 2016.
2. To approve the Directors’ Remuneration Report for the year ended 31 December 2016.
3. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company.
4. To authorise the Directors to determine the auditors remuneration.
5. THAT in accordance with sections 366 and 367 of the Companies Act 2006, the Company and all companies that are subsidiaries of the Company at the time at which this resolution is passed or at any time during the period for which this resolution has effect, are authorised to:
(a) make political donations to political parties or independent election candidates in aggregate not exceeding £150,000;
(b) make political donations to political organisations other than political parties in aggregate not exceeding £150,000; and
(c) incur political expenditure in aggregate not exceeding £150,000,
during the period beginning with the date of the passing of this resolution and ending on the conclusion of the next Annual General Meeting of the Company. For the purpose of this resolution, the terms “political donation” and “political expenditure” have the meanings as set out in sections 363 to 365 of the Companies Act 2006.
Date: 22 February 2017
By Order of the Board
______________
Marc Boston
Company Secretary
Registered Office:
2 Triton Square
Regent’s Place
London
NW1 3AN
Registered in England and Wales No. 2294747
Notes:
A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on his or her behalf. A proxy need not also be a member. A member may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights to a different share or shares held by the member.
To be effective the proxy appointment must be completed in accordance with the instructions and received by the Company no later than 48 hours before the time for which the meeting is convened.
Holders of the Company’s preference shares have no entitlement to receive notice of, attend or vote at the meeting.
NOTES TO RESOLUTIONS
Resolution 1
To formally receive the Report of the Directors and the audited accounts for the year ended 31 December 2016.
Resolution 2
To formally approve the Directors’ Remuneration Report for the year ended 31 December 2016.
Resolution 3
To formally re-appoint the PricewaterhouseCoopers LLP as auditors of the Company.
Resolution 4
To formally authorise the Directors to determine the auditors remuneration.
Resolution 5
The UK Companies Act 2006 states that UK Companies cannot incur any ‘political expenditure’ or make any ‘political donations’ to political organisations, parties or independent election candidates without shareholder approval. The legislation is very broadly drafted and there is a concern amongst many companies, including amongst the Company’s peer group, that normal business activities may be caught by it. For example, it could catch the funding of seminars and other functions that politicians may be invited to, supporting organisations that are involved in policy review and law reform and perhaps even matching employees’ donations to some charities.
Our policy is not to make donations to political parties or election candidates and the resolution is not designed to allow us to do so, it is merely as a precaution in case the legislation is inadvertently contravened. It is also implicit within our Corporate Governance Framework that political donations require Shareholder approval and we are not aware of any instances occurring to date that would require such an approval (and do not expect there to be any).