Shareholders and share capital

Relations with shareholders

The Board considers its relationship with both institutional and private investors to be important and readily enters into dialogue with investors. On behalf of the Board, the Company has consulted extensively with its principal shareholders during the course of 2016 in relation to the ongoing progress of the Company and also in relation to identifying appropriate executive incentive arrangements. The Company is aware of the stewardship obligations of institutional investors as set out in the UK Stewardship Code and will continue to work with its institutional investors to ensure that they are able to satisfy these requirements.

Both of the Executive Directors, the Chairman, the Remuneration Committee Chairman and a number of Non-Executive Directors met with shareholders during the year and all of the Directors make themselves available for meetings with shareholders as required.

The Company's corporate website, www.howdenjoinerygroupplc. com, includes a dedicated investor relations section and provides an effective channel for communication with existing and potential investors. The Board receives regular reports from the Deputy Chief Executive and Chief Financial Officer with regard to relations with the major shareholders and developments and changes in their shareholdings. The Board also commissions regular feedback reports from the Company's joint brokers, UBS and Numis.

Substantial shareholdings

As at 22 February 2017, the Company had been notified in accordance with Rule 5 of the Disclosure and Transparency Rules, of the following voting rights as a shareholder of the Company:

Shareholder % of total
voting rights
Date of last
Standard Life Investments Limited 5.76% Oct 2016
FMR LLC (Fidelity) Below 5% Jan 2017
BlackRock, Inc Below 5% Apr 2016
Legal and General Group Plc Below 3% July 2016

The percentage interest is as stated by the shareholder at the time of notification and current interests may vary.

Annual General Meeting

The 2017 Annual General Meeting (AGM) is to be held at UBS, 5 Broadgate London, EC2M 2QS on 2 May 2017 at 11:00am.

The AGM provides shareholders with an opportunity to discuss the Group's progress and operations directly with the Board. At the AGM, the Company proposes separate resolutions on each substantially separate issue and the numbers of proxy votes cast for and against each resolution are made available to shareholders when voting has been completed. The notice of the AGM is sent to shareholders at least 21 clear days before the meeting.

Deloitte LLP have expressed their willingness to continue in office as auditor and a resolution to reappoint them will be proposed at the forthcoming AGM. Details of when the Company will next re-tender the audit can be found on page 65 of the Audit Committee Report of the 2016 Annual Report.

Share capital

Details of the issued share capital, together with details of the movements in the Company's issued share capital during the year, are shown in note 21. The Company has one class of ordinary shares which carry no right to fixed income. Each share carries the right to one vote at general meetings of the Company. There are no specific restrictions on the size of a holding nor on the transfer of shares, both of which are governed by the general provisions of the Articles of Association and prevailing legislation. The Articles may be amended by special resolution of the shareholders. The Directors are not aware of any agreements between holders of the Company's shares that may result in restrictions on the transfer of securities or on voting rights.

Details of employee share schemes are set out in note 24. Shares held by the Howden Joinery Group Plc Employee Share Trust abstain from voting. No person has any special rights of control over the Company's share capital and all issued shares are fully paid.

During 2016 the Company repurchased 17,467,000 ordinary shares, with a nominal value of £1,746,700, which equated to 2.72% of the called up share capital of the Company at the beginning of the period, excluding Treasury shares. As at 24 December 2016, the Company held 10,828,842 ordinary shares in Treasury following the commencement of the on-market share repurchase programme in 2015. These shares have no voting rights and will be used solely for the satisfaction of employee share awards.

There are a number of agreements that take effect, alter or terminate upon a change of control such as commercial contracts, bank loan agreements and employee share plans. The only one of these which is considered to be significant in terms of likely impact on the business of the Group as a whole is the bank facility (as described in note 18), which requires majority lender consent for any change of control.

Should such consent not be forthcoming, a change of control would trigger a mandatory repayment of the entire facility. The Directors are not aware of any agreements between the Company and its Directors or employees that provide for compensation for loss of office or employment that occurs because of a takeover bid.

Acquisition of the Company's own shares

As at 24 December 2016, the Directors had authority under the shareholders' resolutions of 5 May 2016 to purchase through the market 63,727,882 of the Company's ordinary shares at prices ranging between 10p and the higher of (a) 105% of the average middle market quotation for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is purchased and (b) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System. The authority expires at the conclusion of the next AGM or within 15 months from the date of passing.


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