SWIRE PROPERTIES ANNUAL REPORT 2023 Shareholders may send their enquiries and concerns Dividend Policy to the Board by post or email at [email protected]. The Company has a policy on the payment of dividends, The relevant contact details are set out in the Financial which is set out in the section of this annual report headed Calendar and Information for Investors section of Directors’ Report. this annual report. The Company’s Shareholders’ Communication Policy also sets out channels for Shareholder Engagement shareholders to communicate their views on various matters. Pursuant to Article 95 of the Company’s Articles of The Audit Committee reviews the implementation and Association, if a shareholder wishes to propose a person effectiveness of the Shareholders’ Communication Policy other than a retiring Director for election as a Director at a annually. Having considered the multiple channels of general meeting, he or she should deposit a written notice communication in place as described above, it is satisfied of nomination at the registered office of the Company that the Shareholders’ Communication Policy has been within the 7-day period commencing on and including the properly implemented and is effective. day after the despatch of the notice of the meeting. The procedures for nominating candidates to stand for election The Annual General Meeting as Directors at general meetings are set out in the Corporate Governance section of the Company’s website. The annual general meeting is an important forum to If they wish to propose a resolution relating to other engage with shareholders. The most recent annual general matters to be considered at a general meeting, meeting was held on 9th May 2023. The meeting was open shareholders are requested to follow the requirements and to shareholders. The Directors who attended the meeting procedures set out in the Corporate Governance section of are shown in the table on page 96. the Company’s website. At the annual general meeting, separate resolutions Shareholder(s) representing at least 5% of the total voting were proposed for each issue and were voted on by poll. rights of all members may request the Board to convene a The procedures for conducting a poll were explained general meeting. The objects of the meeting must be at the meeting prior to the polls being taken. The agenda stated in the related requisition deposited at the items were: Company’s registered office. Detailed requirements and • receiving the report of the Directors and the procedures are set out in the Corporate Governance audited financial statements for the year ended section of the Company’s website. 31st December 2022 • electing/re-electing Directors Other Information for Shareholders • re-appointing the auditors and authorising the Directors Key shareholder dates for 2024 are set out in the section of to set their remuneration this annual report headed Financial Calendar and • a general mandate authorising the Directors to make Information for Investors and in the Financial Calendar on on-market share buy-backs the Company’s website. • a general mandate authorising the Directors to allot and issue shares up to 20% of the number of shares then in No amendment has been made to the Company’s Articles issue, provided that the aggregate number of the shares of Association during the year. so allotted wholly for cash would not exceed 5% of the From information publicly available to the Company and number of the shares then in issue within the knowledge of its Directors, at least 10.28% Minutes of the meeting together with voting results are (being the minimum public float percentage which the available on the Company’s website. Company is required to maintain) of the Company’s total number of issued shares are held by the public. Details of substantial shareholders’ and other interests are included in the section of this annual report headed Directors’ Report. 109