Relationship Agreement Controlling Shareholder

Wittington Investments Limited (`Wittington`) and, through their control of Wittington, the directors of the Garfield Weston Foundation (the „Foundation”) control the company`s shareholders. Some other individuals, including some members of the Weston family, who hold shares in the company (including two of the company`s directors, George Weston and Emma Adamo) are treated, according to the Listing Rules, as having merged with Wittington and the directors of the foundation and are therefore treated as controlling shareholders of the company. Wittington, the Foundation`s directors and these individuals together form the majority shareholders of the company and together participated in approximately 58.5% of the company`s voting rights on September 12, 2020. – enter into a relationship agreement or amend existing agreements to include the necessary provisions for independence. Premium publicly traded companies with a controlling shareholder (or who take one after approval) have six months to enter into a relationship agreement; In addition to the existing 75% agreement, the cancellation of a list of bonuses requires additional approval of the votes of independent shareholders holding publicly traded shares, subject to certain exceptions with respect to takeover bids. The introduction of a double-voting structure – subject to certain restrictions – independent directors of publicly traded companies with a majority shareholder must be chosen with the agreement of shareholders as a whole and independent shareholders. In addition, advertising obligations for independent directors will be strengthened. an applicant has granted or is likely to grant guarantees for his activities in connection with the financing of a controlling shareholder or a member of a controlling group of shareholders; or under the listing rules, the FSA cannot currently impose any obligation or sanction against controlling shareholders. Although the FSA stated that the imposition of an ongoing commitment to a relationship agreement would give it more leeway to enforce it, it will nevertheless face the dilemma that the application of available sanctions against the issuer, such as a fine, a standard rating or even the removal of the list to the detriment of independent shareholders, will be , could be protected by the proposed amendments. Enhanced surveillance regime – where there is no relationship agreement, whether a controlling shareholder violates the terms of the independence agreement or an independent director does not accept the board`s assessment of compliance with the rules of independence, all transactions between the controller concerned and the company, regardless of their size, must require the approval of independent shareholders until the next management report in which the board of directors can make a declaration of its own compliance , regardless of its size.

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