OSB GROUP PLC Circular And Notice Of General Meeting

 
TIDMOSB 
 
 
   LEI: 213800ZBKL9BHSL2K459 
 
   The following regulated information, disseminated pursuant to DTR 6.3.5, 
comprises a Circular and Notice of General Meeting which was sent to 
shareholders of the Company on 11 January 2021. A copy is available at 
https://www.globenewswire.com/Tracker?data=wUePJsPi_HbMT7rBkWGGB6_Earnpat7y_B6aH1KzKMra1FQeNleYL98ec53-ixn2anD638Bj2-VsQtyDGZ6G8g== 
www.osb.co.uk 
 
   THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. 
 
   If you are in any doubt about the contents of this document, or as to 
what action you should take, it is recommended that you seek your own 
independent financial advice from your stockbroker, bank manager, 
solicitor, accountant or other independent financial adviser duly 
authorised under the Financial Services and Markets Act 2000 (as 
amended). 
 
   If you have sold or transferred all of your shares in OSB GROUP PLC, 
please forward this document together with the accompanying Form of 
Proxy as soon as possible to the purchaser or transferee or to the 
stockbroker, bank or other agent through whom the sale or transfer was 
effected for transmission to the purchaser or transferee. 
 
 
 
   OSB GROUP PLC 
 
   (a public limited company incorporated and registered in England and 
Wales under the Companies Act 2006 with registered number 11976839) 
 
   Recommended proposal for a reduction of the nominal value of OSB GROUP 
PLC ordinary shares from three-hundred and four (304) pence each to one 
(1) penny each 
 
   and 
 
   Notice of General Meeting 
 
 
 
   This document should be read as a whole. Your attention is drawn to the 
Letter from the Chairman of OSB Group which is set out in Part III of 
this document and includes a recommendation that you vote in favour of 
the Resolution to be proposed at the General Meeting referred to below. 
 
   Notice of a General Meeting of the Company to be held virtually at 1.00 
p.m. on 28 January 2021 is set out in Part IV of this document. A Form 
of Proxy for use at the General Meeting is enclosed with this document. 
 
   As a result of the constantly evolving COVID-19 situation and the 
Government's restrictions and guidance on, amongst other things, social 
contact, public gatherings and non-essential travel, the General Meeting 
will be held virtually in accordance with the provisions of CIGA and 
there will be no physical meeting for Shareholders to attend. In order 
to vote at the General Meeting, Shareholders are required to complete, 
sign and return the Form of Proxy appointing the Chairman as proxy in 
accordance with the instructions printed thereon. To be valid, the Form 
of Proxy must be completed and returned as soon as possible and in any 
event so as to be received by the Registrar, Equiniti Limited, by no 
later than 1.00 p.m. on 26 January 2021 (or if the General Meeting is 
adjourned, not later than 48 hours before the time appointed for the 
adjourned meeting). You can return your Form of Proxy by post to 
Equiniti Limited at Equiniti, Aspect House, Spencer Road, Lancing, West 
Sussex, BN99 6DA. 
 
   If you hold your shares in CREST, you may appoint the Chairman as proxy 
through the CREST electronic proxy appointment service by completing and 
transmitting a CREST Proxy Instruction to the Registrar, Equiniti (under 
CREST participant ID RA19) as soon as possible and so that it is 
received by no later than 1.00 p.m. on 26 January 2021. If you would 
like to submit your proxy vote electronically, you can do so by visiting 
www.sharevote.co.uk. You will need to enter the Voting ID, Task ID and 
Shareholder Reference Number printed on the Form of Proxy and follow the 
online instructions. The deadline for receipt of electronic proxies is 
1.00 p.m. on 26 January 2021. 
 
   GIVEN THE CONSTANTLY EVOLVING SITUATION RELATING TO THE COVID-19 
PANDEMIC REGARDING LOCKDOWNS AND CONTINUED OR FURTHER GOVERNMENT 
RESTRICTIONS ON SOCIAL CONTACT, PUBLIC GATHERINGS AND NON-ESSENTIAL 
TRAVEL, THE GENERAL MEETING WILL BE HELD VIRTUALLY. SHAREHOLDERS CANNOT 
ATT THE GENERAL MEETING IN PERSON AND, IN ORDER TO VOTE, SHAREHOLDERS 
ARE REQUIRED TO APPOINT THE CHAIRMAN OF THE GENERAL MEETING AS PROXY BY 
THE RELEVANT TIME. 
 
 
 
   As Shareholders will not be able to physically attend the General 
Meeting, in order to vote they are required to appoint the Chairman of 
the General Meeting as proxy and provide voting instructions in advance 
of the General Meeting instead. It is essential that the Chairman of the 
General Meeting is appointed as proxy as this will ensure that votes on 
the business of the General Meeting are cast on such Shareholder's 
behalf. Voting will only be conducted by proxy. If a Shareholder 
appoints any individual other than the Chairman as proxy, that 
individual will not be able to attend the General Meeting and such 
Shareholder will not have their voting instructions taken into account 
at the General Meeting. 
 
   Shareholders will be able to use a video conferencing facility to allow 
them to view and listen to the proceedings at the General Meeting. 
Shareholders wishing to use the video conferencing facility should 
contact the Company by sending an e-mail to 
[e-mail] no later than 1.00 p.m. on 26 January 2021 
asking for the relevant details. Shareholders will not be permitted to 
ask questions during the General Meeting. However, Shareholders are 
invited to submit questions relating to the business to be dealt with at 
the General Meeting by e-mail to [e-mail] no later 
than 1.00 p.m. on 26 January 2021. The Company will endeavour to answer 
these questions at the General Meeting so far as is practicable. 
 
   The Company is taking these precautionary measures, in accordance with 
CIGA, to make the General Meeting as safe and efficient as possible. 
 
 
 
 
 
 
                  CONTENTS 
                                                        Page 
Part I:        Expected timetable of principal events      4 
Part II:       Definitions                                 5 
Part III:      Letter from the Chairman                    7 
Part IV:       Notice of General Meeting                  11 
 
 
 
 
   PART I: EXPECTED TIMETABLE OF PRINCIPAL EVENTS 
 
   PRINCIPAL EVENTS                                                                                              TIME AND DATE 
 
 
   Publication of this document                                                                                    11 January 2021 
 
 
   Latest time and date for receipt of Forms of Proxy or 
1.00 p.m. 26 January 20211 CREST Proxy Instruction for the General 
Meeting 
 
   General Meeting                                                                                       1.00 p.m. 28 January 2021 
 
 
   Expected date for the directions hearing for the Court to consider 
10 February 2021 the Capital Reduction application 
 
   Expected date for the Court Hearing to confirm the Capital Reduction 
23 February 2021 Expected date that the Capital Reduction becomes 
effective 
2 March 2021 
 
   Notes 
 
   1.     The times and dates set out in this timetable and throughout this 
document that fall after the date of publication of this 
 
   document are based on the Company's current expectations and are subject 
to change. The times and dates are indicative only and will depend, 
among other things, on the date upon which the Court confirms the 
Capital Reduction. The provisional final hearing date is subject to 
change and dependent on the Court's timetable. 
 
 
   1. The timetable assumes that there is no adjournment of the General 
      Meeting. If the scheduled date for the General Meeting changes, the 
      revised date and/or time will be notified to Shareholders by an 
      announcement made by the Company through a Regulatory Information Service 
      (as defined in the Financial Conduct Authority's Listing Rules). 
 
   2. All times shown are London times unless otherwise stated. 
 
 
 
 
   1  The Form of Proxy for the General Meeting must be lodged before 1.00 
p.m. on 26 January 2021 in order for them to be  valid, or, if the 
General Meeting is adjourned, not later than 48 hours before the time 
appointed for the holding of the adjourned meeting. Forms of Proxy not 
lodged by the date and time set out above will be invalid. 
 
 
 
   PART II: DEFINITIONS 
 
   The following definitions apply throughout this document and the 
accompanying Form of Proxy unless the context otherwise requires: 
 
   Board or Directors                             the directors of the 
Company or any duly appointed committee 
 
   thereof; 
 
   Business Day                                    a day (other than a 
Saturday, Sunday or public holiday in England) on which banks are 
generally open for business in London other than solely for trading and 
settlement in Euro; 
 
   Capital Reduction                             the proposed reduction of 
the nominal value of the OSB Group 
 
   Shares from three-hundred and four (304) pence each to one (1) penny 
each, pursuant to the Resolution as set out in the Notice of General 
Meeting; 
 
   CIGA                                                 the Corporate 
Insolvency and Governance Act 2020; 
 
   Companies Act                                 Companies Act 2006; 
 
   Company or OSB Group                   OSB GROUP PLC, a public limited 
company incorporated in 
 
   England and Wales with registered number 11976839; 
 
   Court                                                the High Court of 
Justice in England and Wales; 
 
   Court Hearing                                   the hearing by the Court 
to confirm the Capital Reduction; 
 
   Court Order                                       the order of the Court 
confirming the Capital Reduction; 
 
   CREST                                              the relevant system 
(as defined in the Regulations) in respect of which Euroclear UK & 
Ireland Limited is the Operator (as defined in those Regulations) in 
accordance with which securities may be held and transferred in 
uncertificated form; 
 

   CREST Manual                                  the rules governing the 
operation of CREST; 
 
   CREST Proxy Instruction                  a properly authenticated CREST 
message appointing and 
 
   instructing a proxy submitted in accordance with procedures described in 
the CREST Manual; 
 
   CRR                                                  Capital 
Requirements Regulation (Regulation (EU) No. 575/2013) as it forms part 
of UK domestic law pursuant to the European Union (Withdrawal) Act 2018; 
 
   Form of Proxy                                   the form of proxy for 
use at the General Meeting enclosed with this document; 
 
   General Meeting                                the general meeting of 
the Company to be held at 1.00 p.m. on 28 January 2021, notice of which 
is set out in Part IV of this document and including any adjournment(s) 
thereof; 
 
   Group                                               the Company and its 
subsidiaries and subsidiary undertakings (in each case as defined in the 
Companies Act); 
 
   Latest Practicable Date                      means 7 January 2021, being 
the latest practicable date prior to 
 
   the publication of this document; 
 
   Notice of General Meeting                 the notice of General Meeting 
set out in Part IV of this document; 
 
   OSB Group Shares                           ordinary shares of, prior to 
the Capital Reduction, three-hundred 
 
   and four (304) pence each in the capital of the Company; 
 
 
 
   PRA                                                  Prudential 
Regulation Authority (as defined in the Financial Services and Markets 
Act 2000) or its successor from time to time; 
 
   Registrar                                           Equiniti Limited; 
 
   Regulations                                      Uncertified Securities 
Regulations 2001 (SI 2001/3755) as amended; 
 
   Resolution                                        the special resolution 
to approve the Capital Reduction to be proposed at the General Meeting 
which is set out in full in the Notice of General Meeting; 
 
   Shareholders                                    holders of OSB Group 
Shares from time to time; 
 
   UK or United Kingdom                      the United Kingdom of Great 
Britain and Northern Ireland. 
 
 
 
   PART III: LETTER FROM THE CHAIRMAN 
 
 
 
   OSB Group Directors: 
 
   David Weymouth Graham Allatt Andrew Golding Noël Harwerth Sarah 
Hedger Rajan Kapoor Mary McNamara April Talintyre 
 
   To all Shareholders Dear Shareholder, 
 
 
 
   PROPOSED CAPITAL REDUCTION 
 
 
 
   Registered Office: 
 
   OSB House Quayside Chatham Maritime 
 
   Kent ME4 4QZ 
 
   11 January 2021 
 
 
 
   1           Introduction 
 
   I am writing to provide you with details of a proposal to create 
distributable reserves for the Company. The Company currently has no 
distributable reserves and is therefore unable to pay dividends or other 
distributions to Shareholders unless it first receives dividends or 
other distributions from its operating subsidiary, OneSavings Bank plc. 
 
   Accordingly, your approval is being sought to carry out a reduction of 
the nominal value of the OSB Group Shares from three-hundred and four 
(304) pence per OSB Group Share to one (1) penny per OSB Group Share. 
This reduction will create the required distributable reserves but does 
not affect the economic value of the Group and should not have any 
impact on the market value of the OSB Group Shares. 
 
   The Capital Reduction is conditional upon, amongst other things: 
 
 
   1. the Resolution having been passed by Shareholders to approve the Capital 
      Reduction; 
 
   2. the confirmation of the Capital Reduction by the Court at the Court 
      Hearing; 
 
   3. a copy of the Court Order having been delivered to the Registrar of 
      Companies and registered by them; and 
 
   4. the PRA having been notified of, and having approved or having been 
      deemed to have approved, in accordance with the relevant applicable law 
      or regulation (to the extent such notification, approval (or deemed 
      approval) is required by the relevant applicable law or regulation and 
      has not been withdrawn or deemed withdrawn), the Capital Reduction under 
      Article 78(1) of the CRR. 
 
 
   Part IV of this document contains a Notice of General Meeting convening 
the General Meeting to be held virtually at 1.00 p.m. on 28 January 
2021. 
 
   The purpose of this document is to provide you with information about 
the Capital Reduction and to explain why the Board considers the Capital 
Reduction to be in the best interests of the Company and its 
Shareholders as a whole. The Board unanimously recommends that you vote 
in favour of the Resolution to be proposed at the General Meeting. 
Shareholders should note that, unless the Resolution is approved at the 
General Meeting (and the Court subsequently confirms the Capital 
Reduction), the Capital Reduction will not take place. 
 
 
 
   Part II of this document contains definitions of words and terms that 
have been used throughout it. Please refer to Part II as you review the 
documentation. 
 
   2           Background to, and reasons for, the Capital Reduction 
 
   In April 2020, the Board took the prudent decision to cancel the final 
dividend for 2019 in order to help serve the needs of businesses and 
households through the extraordinary challenges presented by COVID-19. 
 
   The Group has delivered strong financial and operational performance in 
the nine months to 30 September 2020 and continues to maintain capital 
significantly in excess of regulatory capital requirements. In view of 
this, the Board announced in November 2020 its aspiration to resume 
payment of dividends. Any decision by the Board to pay a dividend will 
take into account the Group's financial results for 2020 and the outlook 
for 2021 and beyond and, although not strictly applicable to the Company, 
have regard to the PRA's statements on capital distributions by large UK 
banks. 
 
   Under the Companies Act, distributions to Shareholders can only be made 
out of profits available for that purpose as shown in the Company's 
accounts (these are known as distributable reserves). Pursuant to the 
implementation of a scheme of arrangement approved by OneSavings Bank 
plc shareholders and the Court, the Company became the new holding 
company of the Group on 27 November 2020. The Company currently has no 
distributable reserves and is therefore unable to make distributions to 
its Shareholders, including any payment of dividends, until such time as 
distributable reserves have been created or arise in the Company. 
 
   In the absence of a Capital Reduction, the Company is reliant upon the 
receipt of dividends and other distributions from its operating 
subsidiary and companies in which it has an investment in order to give 
rise to the distributable reserves needed to make dividend payments. 
Although the Company is confident in its ability to rely on such 
upstreamed distributions, there are a number of advantages to 
implementing the Capital Reduction as a means of creating distributable 
reserves to support future dividend payments to Shareholders. 
 
   Firstly, the payment of dividends or other distributions to the Company 
by its subsidiary or companies in which it has an investment cannot be 
guaranteed and is subject to restrictions, including the need to 
maintain sufficient capital to meet regulatory requirements and the 
existence of distributable reserves and cash in those entities making 
the payment. In addition, the Capital Reduction would avoid the need for 
the Company to receive dividends or other distributions before it makes 
the decision to pay a dividend to Shareholders. This eliminates the risk 
of capital being trapped at the holding company level and, therefore, 
being unavailable for use elsewhere in the Group, for example, to 
support new loans or absorb unforeseen losses. The Capital Reduction 
also affords the Company greater flexibility when issuing new shares to 
satisfy its outstanding share plan obligations as, without a reduction 
of the nominal value of the OSB Group Shares, the Company would only be 
able to issue new shares where the option price exceeded GBP3.04. 
 
   In light of this, the Board believes that it is an appropriate time to 
undertake the Capital Reduction. 
 
   3           Proposed Capital Reduction 
 
   The Company is proposing to reduce its issued share capital by 
cancelling and extinguishing capital of three-hundred and three (303) 
pence on each OSB Group Share and reducing the nominal value of each OSB 
Group Share from three-hundred and four (304) pence each to one (1) 
penny each in accordance with the Companies Act. 
 
   The reserves arising as a result of the Capital Reduction, expected to 
be approximately 
 
   GBP1,355,357,723.40, will, subject to any arrangements required for the 
protection of creditors and any direction given by the Court in 
confirming the Capital Reduction, amount to distributable reserves for 
the purposes of the Companies Act and these reserves will be available 
to enable the Company to pay dividends and other distributions to 
Shareholders in the future. 
 
   The Directors reserve the right to elect not to proceed with the Capital 
Reduction if the Directors believe that the terms required to obtain 
confirmation by the Court are unsatisfactory to the Company or if, as a 
result of an unforeseen event, the Board considers that to continue with 
the Capital Reduction would be inappropriate or inadvisable or no longer 
in the best interests of the Company and its Shareholders 
 
 
 
   as a whole. The Directors will not proceed with the Capital Reduction 
absent the approval or deemed approval of the PRA to the Capital 
Reduction under Article 78(1) of the CRR. 
 
   4           Further details on the Capital Reduction procedure 
 
   If Shareholders approve the Resolution at the General Meeting, the Board 
intends to make an application to the Court to obtain its approval to 

the Capital Reduction as soon as possible following the General Meeting. 
 
   The Court will be concerned to ensure that the Company's creditors are 
not prejudiced by the proposed Capital Reduction. The Directors intend 
to take such steps to satisfy the Court in this regard as they consider 
appropriate. 
 
   Provisional dates have been obtained for the required Court hearings. 
These dates are subject to change and dependent on the Court's 
timetable. If the hearings go ahead on the provisional dates, the 
present timetable provides that the Court Hearing, at which it is hoped 
that the Court will make an order confirming the Capital Reduction, will 
take place on 23 February 2021. 
 
   The Capital Reduction will not take effect until the Court Order 
confirming the Capital Reduction is filed with and registered by the 
Registrar of Companies. The Board intends to file the required 
documentation with the Registrar of Companies on the Business Day 
following the Court Hearing and, subject to compliance with all 
procedural requirements, it is expected that the Registrar of Companies 
will register the documents within a week of filing. On the present 
timetable, which is subject to change and dependent on the Court's 
timetable, this would mean that the Capital Reduction would take effect 
on 2 March 2021. 
 
   No new share certificates will be issued as a result of the Capital 
Reduction as the Capital Reduction only affects the nominal value of the 
OSB Group Shares, not the number of OSB Group Shares held by each 
Shareholder. 
 
   5           Taxation 
 
   The Capital Reduction should not have any UK tax consequences for 
Shareholders. It should be treated as a reorganisation of the share 
capital of the Company, and accordingly should not result in a disposal 
or deemed disposal by any Shareholders. After the Capital Reduction, the 
OSB Group Shares should be treated as the same asset as was originally 
acquired by each Shareholder for tax purposes and, therefore, the base 
cost of the OSB Group Shares should remain unaffected. 
 
   Shareholders who are in any doubt as to their tax position or who are 
subject to tax in a jurisdiction other than the United Kingdom should 
consult an appropriate independent professional adviser. 
 
   6           General Meeting 
 
   Please see the Notice of General Meeting of the Company which is set out 
in Part IV of this document. The General Meeting will be held virtually 
at 1.00 p.m. on 28 January 2021. At the General Meeting, the Resolution 
set out in Part IV of this document will be proposed to Shareholders. 
 
   The Resolution will be passed if not less than 75% of the votes cast (in 
person or by proxy) are in favour of it. 
 
   7           Action to be taken 
 
   Shareholders will find a Form of Proxy enclosed for use at the General 
Meeting. Given the constantly evolving COVID-19 situation regarding 
lockdowns and continued or further government restrictions on social 
contact, public gatherings and non-essential travel, the General Meeting 
will be held virtually in accordance with the provisions of CIGA. 
Shareholders cannot attend the General Meeting in person and, in order 
to vote, Shareholders are required to appoint the Chairman of the 
General Meeting as proxy and provide voting instructions in advance of 
the General Meeting. Voting will only be conducted by proxy. 
 
   To be valid, the Form of Proxy must be completed and returned as soon as 
possible and in any event so as to be received by the Registrar, 
Equiniti Limited, by no later than 1.00 p.m. on 26 January 2021 
 
 
 
   (or, if the General Meeting is adjourned, not later than 48 hours before 
the time appointed for the adjourned meeting). You can return your Form 
of Proxy by post to Equiniti Limited at Aspect House, Spencer Road, 
Lancing, West Sussex, BN99 6DA. 
 
   If you hold your shares in CREST, you may appoint the Chairman as proxy 
by completing and transmitting a CREST Proxy Instruction to the 
Registrar, Equiniti Limited (under CREST participant ID RA19) as soon as 
possible and so that it is received by no later than 1.00 p.m. on 26 
January 2021. If you would like to submit your proxy vote electronically, 
you can do so by visiting www.sharevote.co.uk. You will need to enter 
the Voting ID, Task ID and Shareholder Reference Number printed on the 
Form of Proxy and follow the online instructions. The deadline for 
receipt of electronic proxies is 1.00 p.m. on 26 January 2021. 
 
   8           Recommendation 
 
   The Board unanimously believes the Capital Reduction to be in the best 
interests of the Company and its Shareholders as a whole. 
 
   Accordingly, the Directors unanimously recommend that you vote in favour 
of the Resolution to be proposed at the General Meeting, as the 
Directors intend to do in respect of their own beneficial shareholdings 
totalling 942,015 OSB Group Shares (representing approximately 0.21% of 
the issued share capital of the Company as at the Latest Practicable 
Date. 
 
   Yours faithfully, 
 
   David Weymouth 
 
   Chairman of OSB GROUP PLC 
 
 
 
   PART IV: NOTICE OF GENERAL MEETING 
 
   OSB GROUP PLC 
 
   (registered in England and Wales, Registered no. 11976839) 
 
   NOTICE IS HEREBY GIVEN that a general meeting of OSB GROUP PLC (the 
"Company") will be held virtually at 1.00 p.m. on 28 January 2021 in 
accordance with the provisions of the Corporate Insolvency and 
Governance Act 2020 ("CIGA") for the purposes of considering and, if 
thought fit, passing the following resolution, which is being proposed 
as a special resolution. Voting on the Resolution will be by way of a 
poll. 
 
   Resolution 1 -- Reduction of nominal value 
 
   THAT, subject to the confirmation of the High Court of Justice in 
England and Wales, the issued share capital of the Company be reduced by 
cancelling and extinguishing capital to the extent of GBP3.03 on each 
issued fully paid up ordinary share of GBP3.04. 
 
 
 
   Registered Office 
 
   OSB House Quayside Chatham Maritime Kent 
 
   ME4 4QZ 
 
   1.         APPOINTMENT OF PROXIES 
 
 
 
   By order of the Board 
 
   Jason Elphick, Group General Counsel and Company Secretary 
 
 
 
   Given the constantly evolving situation relating to the COVID-19 
pandemic regarding lockdowns and continued or further Government 
restrictions on social contact, public gatherings and non-essential 
travel, the General Meeting will be held virtually in accordance with 
the provisions of CIGA. 
 
   Shareholders cannot attend the General Meeting in person and, in order 
to vote, you are required to appoint the Chairman of the General Meeting 
as proxy to ensure that votes on the business of the General Meeting are 
cast on your behalf. Voting will only be conducted by proxy. If you 
appoint any individual other than the Chairman as proxy, that individual 
will not be able to attend the General Meeting and you will not have 
your voting instructions taken into account at the General Meeting. 
 
   Unless you have registered to receive Shareholder documents via e-mail 
alert, a Form of Proxy is enclosed. 
 
   2.         ONLINE PROXY VOTING 
 
   Alternatively, a Shareholder may register a proxy vote online via the 
Equiniti website www.sharevote.co.uk subject to the terms and conditions 
shown on the website. To do this you will need your Voting ID, Task ID 
and Shareholder Reference Number shown on your Form of Proxy. 
Shareholders registered with www.shareview.co.uk can log on and vote 
through that service using their user ID and password. Once logged in 
click "View" on the "My Investments" page, click on the link to vote and 
then follow the onscreen instructions. 
 
   3.         INFORMATION RIGHTS 
 
   A person who is not a Shareholder, but who has been nominated by a 
Shareholder to enjoy information rights does not have a right to appoint 
a proxy. A nominated person may have a right under an agreement with the 
relevant Shareholder to be appointed as a proxy or to have somebody else 
appointed as a proxy for the meeting. If a nominated person does not 
have such a right, or has such a right and does not wish to exercise it, 
he or she may have a right under an agreement with the relevant 
Shareholder to give instructions as to the exercise of voting rights. 
 
   4.         RECORD DATE FOR VOTING 
 
   Pursuant to Regulation 41 of the Uncertificated Securities Regulations 
2001 and section 360B of the Companies Act 2006, the Company specifies 
that only those Shareholders on the shareholder register as at close of 
business on 26 January 2021 or, if the meeting is adjourned at close of 
business on the 
 
 
 
   day two (2) days prior to the adjourned meeting (excluding any part of a 
day that is not a working day) shall be entitled to attend or vote at 
the meeting in respect of the number of ordinary shares registered in 
their name at that time. Changes to the register after the close of 
business on the relevant date shall be disregarded in determining the 
rights of any person to attend by proxy or vote at the meeting or any 
adjourned meeting. 
 
   5.         RETURN DATE FOR PROXIES 
 
   To be effective, the Form of Proxy, duly signed, or your online votes, 
must be sent to the Company's Registrar, Equiniti Limited, so as to be 
received no later than 1.00 p.m. on 26 January 2021 using the pre-paid 
envelope provided. Given the constantly evolving situation relating to 
the COVID-19 pandemic regarding lockdowns and continued or further 
Government restrictions on social contact, public gatherings and 
non-essential travel, the General Meeting will be held virtually in 
accordance with the provisions of CIGA and you will not be able to 
attend the General Meeting in person. 
 
   The completion and return of the Form of Proxy will not prevent you from 
using the video conferencing facility to view and listen to the 
proceedings at the General Meeting (or any adjournment thereof) or 
submitting written questions in advance of the General Meeting if you 
are entitled to and wish to do so. 
 
   6.         CREST PROXY VOTING 
 

   CREST members who wish to appoint a proxy through the CREST electronic 
proxy appointment service may do so by using the procedures described in 
the CREST Manual which can be viewed at www.euroclear.com. CREST 
personal members or other CREST sponsored members, and those CREST 
members who have appointed a voting service provider(s), should refer to 
their CREST sponsor or voting service provider(s), who will be able to 
take the appropriate action on their behalf. CREST messages must, in 
order to be valid, be transmitted so as to be received by the Company's 
agent, ID RA19, Equiniti Limited, no later than 1.00 p.m. on 26 January 
2021. 
 
   7.         VOTING BY CORPORATE REPRESENTATIVE 
 
   Any corporation which is a Shareholder can appoint one or more corporate 
representatives who may exercise on its behalf all of the same powers as 
the corporation could exercise if it were an individual Shareholder, 
provided they do not do so in relation to the same shares. 
 
   8.         SHAREHOLDERS' RIGHT TO ASK QUESTIONS 
 
   Given the constantly evolving COVID-19 situation regarding lockdowns and 
continued or further Government restrictions on social contact, public 
gatherings and non-essential travel, the General Meeting will be held 
virtually in accordance with the provisions of CIGA. Shareholders cannot 
attend the General Meeting in person. 
 
   Instead, Shareholders will be able to use a video conferencing facility 
to allow them to view and listen to the proceedings at the General 
Meeting but will not be able to ask questions during the General 
Meeting. Shareholders are invited to submit questions relating to the 
business to be dealt with at the General Meeting by e-mail to 
[e-mail] no later than 1.00 p.m. on 26 January 
2021. The Company will endeavour to answer these questions at the 
General Meeting and, to the extent that such questions are material, 
publish such questions and the Company's response on the Company's 
website (www.osb.co.uk/investors/) so far as is practicable. 
 
   9.         TOTAL VOTING RIGHTS 
 
   As at the Latest Practicable Date the issued listed share capital of the 
Company with voting rights comprised 447,312,780 ordinary shares of 
three-hundred and four (304) pence each carrying one vote. The total 
voting rights in the Company as at the Latest Practicable Date were, 
therefore, 447,312,780. 
 
   10.       COPY OF NOTICE AVAILABLE ON WEBSITE 
 
   A copy of this Notice and other information required by section 311A of 
the Companies Act 2006 can be found at www.osb.co.uk. You may not use 
any electronic address provided in either this Notice or any other 
related documents (including the Forms of Proxy) to communicate with the 
Company for any purposes other than those expressly stated. 
 
 
 
 
 
 

(END) Dow Jones Newswires

January 11, 2021 12:00 ET (17:00 GMT)

Copyright (c) 2021 Dow Jones & Company, Inc.