Eamonn joined the Board in March 2014. He was appointed as Chair of the Audit Committee in December 2014 and was replaced by Alan Campbell in July 2015. Eamonn has spent over two decades as CFO of some of the world's fastest-growing consumer and technology businesses. From 2009 to 2013, he was CFO and main board member of the UK's leading entertainment and communications business, Virgin Media Inc. and led its successful sale to Liberty Global Inc. in 2013. From 2005 to 2009, he served as CFO of the UK operations of Tesco plc. Before joining Tesco he was CFO and Board Director at Energis Communications and led the successful turnaround of this high profile UK telecoms company. Prior to this Eamonn spent ten years at PepsiCo Inc. in a series of senior executive roles in Europe, Asia and the Middle East. Eamonn spent the early part of his career in the aerospace industry with companies that included Rolls-Royce PLC and BAE Systems PLC.

External appointments:

Eamonn is the Founder, Chairman and CEO of Zegona Communications Plc and a director of Euskaltel, S. A.

Resolution 8 - Directors' authority to allot shares

The purpose of Resolution 8 is to renew the Directors' authority to issue shares until the conclusion of the next Annual General Meeting up to an aggregate nominal value of GBP2,375,623 equating to 23,756,229 shares.

The nominal amount of relevant securities to which this authority will relate represents approximately one third of the issued share capital of the Company of 71,268,687 shares (excluding treasury shares) as at 18 March 2021 (being the last practicable date prior to publication of this Notice of AGM). As at 18 March 2021, the Company held 5,413,452 ordinary shares in treasury.

Resolution 9 - Additional authority to allot shares in connection with a rights issue

UK investor guidelines (the Investment Association Share Capital Management Guidelines) make it acceptable to give authority to the Directors to issue up to a further third of the issued share capital (over and above the authority granted under Resolution 8) provided it is only applied on the basis of a rights issue. If any of the additional authority in Resolution 9 is used, all the Directors of the Company wishing to remain in the office shall stand for re-election at the next Annual General Meeting of the Company.

Resolutions 10 and 11 - Disapplication of pre-emption rights

If the Directors wish to issue shares or sell treasury shares for cash they have to abide by the statutory pre-emption rights in the Act. This means that, subject to limited exceptions (including shares allotted under the Company's share and incentive schemes, which are themselves subject to limits), the Directors have to offer any shares they want to issue or treasury shares they want to sell for cash to existing Shareholders first.

Resolution 10 seeks to give the Directors authority to disapply the statutory pre-emption rights where (i) the share issue relates to a pre-emptive issue (in which case all holders of ordinary shares would be made an offer to participate anyway); or (ii) where the allotment or transfer or sale of treasury shares for cash is limited to equity securities having a maximum aggregate nominal value of GBP356,343 equating to 3,563,434 shares which is equivalent to approximately 5% of the Company's issued share capital of 71,268,687 shares (excluding treasury shares), as at 18 March 2021 (being the last practicable date prior to publication of this Notice of AGM).

Resolution 11 will empower the Directors, in addition to the authority set out in Resolution 10, to allot ordinary shares in the capital of the Company for cash or sell treasury shares for cash (other than pursuant to an employee equity incentive share scheme) on a non pre-emptive basis provided that the power shall be (i) limited to allotments or sales of up to a maximum nominal value of GBP356,343 (equivalent to approximately 5% of the Company's issued share capital (excluding treasury shares) as at 18 March 2021); 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 of AGM. Resolutions 10 and 11 are in line with the template resolutions published by the Pre-Emption Group in May 2016.

The Directors do not have any present intention of exercising the authority granted by Resolutions 10 and 11 and do not intend to issue more than 7.5% of the issued share capital of the Company (excluding treasury shares) on a (non-exempt) non pre-emptive basis, save as permitted in connection with an acquisition or specified capital investment as described above, in any rolling three-year period without prior consultation with Shareholders.

Resolutions 12, 13, 14 and 15 - Contingent forward share purchase contracts or off-market purchases of own shares

If passed, Resolutions 12, 13, 14 and 15 (each a Buyback Resolution and together the Buyback Resolutions), give authority for the Company to enter into a contingent forward share purchase contract (each a Contingent Forward Share Purchase Contract and together the Contingent Forward Share Purchase Contracts) with each of Barclays, Goldman Sachs, HSBC and Merrill Lynch (each a Broker and together the Brokers) to purchase from one or more of such Brokers, in aggregate, up to 10,690,303 of its ordinary shares, representing approximately 15% of the Company's issued ordinary share capital (excluding treasury shares) as at 18 March 2021 (being the last practicable date prior to publication of this Notice of AGM).

The Company intends that it will only purchase shares under any Contingent Forward Share Purchase Contract in the event that the recommended offer from Renesas Electronics Corporation as announced on 8 February 2021 does not proceed for any reason.

The purpose of the Contingent Forward Share Purchase Contracts is to permit the Company to make off-market purchases of the Company's ordinary shares as a method of returning surplus cash to Shareholders. Any such purchases will be made out of the Company's distributable profits. The Directors will only exercise the Company's rights under the Contingent Forward Share Purchase Contracts if they believe at that time that purchases pursuant to such contracts would be in the best interests of the Shareholders generally and could result in an increase in earnings per ordinary share. The price per share to be paid by the Company to any Broker would be equal to or less than the Average VWAP (as defined below) for the relevant trading period.

The Company may not make market purchases of its shares authorised in accordance with section 701 of the Act because the Frankfurt Stock Exchange (FSE) is not a recognised investment exchange for the purpose of section 693 of the Act.

Therefore, if the Company wishes to make a purchase of its shares it must do so in accordance with the provisions for 'off-market' purchases of shares set out in the Act. Under sections 693 and 694 of the Act, the Company is not permitted to make off-market purchases of its shares unless it obtains advance Shareholder approval of the terms of the contract pursuant to which it is to purchase its own shares. Such contract may be (as is proposed here) a contingent purchase contract under which, subject to conditions, the Company may become entitled or obliged to purchase shares.

The Buyback Resolutions, which are proposed as special resolutions, therefore seek the approval of the terms of the Contingent Forward Share Purchase Contracts to be entered into with Barclays, Goldman Sachs, HSBC and Merrill Lynch.

Interests in the Company's shares (CIs) (rather than shares) are traded and settled on the FSE. Although the Cls are generally referred to as shares, in this Explanatory Note the distinction is made between the shares in the capital of the Company and Cls where relevant.

If the Company wishes to exercise its rights to purchase shares pursuant to any of the Contingent Forward Share Purchase Contracts (a Share Purchase Transaction), the Company must give notice in writing (a Transaction Notice) to each of the Brokers, specifying the terms on which the Company is willing to purchase shares for that Share Purchase Transaction, including the minimum and maximum total cost of the shares to be purchased from the Broker by the Company, the earliest and latest dates on which the Broker can as principal purchase Cls on the FSE and whether the price per share to be paid by the Company to the Broker will be either: 


              equal to the average of the daily volume weighted average price paid for Cls on the FSE for each day 
1.            during the agreed trading period (as converted into USDUSD) (Average VWAP), less a percentage discount (the 
              Percentage Discount); or 
2.            equal to the Average VWAP less a percentage (the Profit Share Percentage) of the difference between (i) 
              the price that will be paid by the Broker to acquire the Cls, and (ii) Average VWAP.

In the Transaction Notice, the specified maximum total cost of the shares to be purchased from the Broker by the Company in any one Share Purchase Transaction will be no more than EUR225 million or USD275 million.

Upon receipt of the Transaction Notice from the Company, each Broker will provide the Company with the following information in writing in relation to the price (the Price Notice): 


*             in relation to 1 above, the Percentage Discount the Broker is willing to give; or 
*             in relation to 2 above, the Profit Share Percentage the Broker is willing to give,

following which the Company will inform the Brokers which Broker has provided a Price Notice on the most favourable pricing terms to the Company (the Preferred Broker).

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