Notice of Annual General Meeting
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt about the contents of this document or the action you
should take, you should immediately consult your stockbroker, bank manager,
solicitor, accountant or other independent professional adviser authorised
pursuant to the Financial Services and Markets Act 2000. If you have sold or
otherwise transferred all your shares in G4S plc, please send this notice and
the accompanying documents to the person through whom the sale or transfer was
effected so that it can be passed on to the purchaser or transferee.
Notice is hereby given that the Annual General Meeting of G4S plc will be held
at Ironmongers' Hall, Barbican, London EC2Y 8AA on Thursday, 19 May 2011 at
2.00 pm in order to consider and, if thought fit, to pass the following
Resolutions:
Resolutions 1 to 15 and resolution 18 will be proposed as ordinary resolutions.
Resolutions 16, 17, 19 and 20 will be proposed as special resolutions.
1. To receive the financial statements of the Company for the year ended 31
December 2010 and the reports of the directors and auditor thereon.
2. To receive and approve the Directors' Remuneration Report contained in the
annual report for the year ended 31 December 2010.
3. To confirm and declare dividends.
4. To elect Clare Spottiswoode (member of the Remuneration Committee) as a
director.
5. To elect Winnie Kin Wah Fok (member of the Audit Committee) as a director.
6. To re-elect Alf Duch-Pedersen (member of the Nomination Committee) as a
director.
7. To re-elect Lord Condon (member of the Audit, Nomination and Remuneration
Committees) as a director.
8. To re-elect Nick Buckles as a director.
9. To re-elect Trevor Dighton as a director.
10. To re-elect Grahame Gibson as a director.
11. To re-elect Mark Elliott (member of the Nomination and Remuneration
Committees) as a director.
12. To re-elect Bo Lerenius (member of the Audit and Remuneration Committees)
as a director.
13. To re-elect Mark Seligman (member of the Audit and Remuneration Committees)
as a director.
14. To re-appoint KPMG Audit Plc as auditor of the Company from the conclusion
of this meeting until the conclusion of the next general meeting at which
accounts are laid before the shareholders, and to authorise the directors
to fix their remuneration.
15. That the directors be and are hereby generally and unconditionally
authorised pursuant to and in accordance with section 551 of the Companies
Act 2006 ("the Act") to exercise all the powers of the Company to allot
shares in the Company or grant rights to subscribe for, or convert any
security into, shares in the Company:
i. up to an aggregate nominal amount of £117,550,000; and
ii. comprising equity securities (as defined in section 560 of the Act) up to a
further aggregate nominal amount of £117,550,000 provided that they are
offered by way of a rights issue to holders of ordinary shares on the
register of members at such record date(s) as the directors may determine
where the equity securities respectively attributable to the interests of
the ordinary shareholders are proportionate (as nearly as may be
practicable) to the respective numbers of ordinary shares held or deemed to
be held by them on any such record date(s), subject to such exclusions or
other arrangements as the directors may deem necessary or expedient to deal
with treasury shares, fractional entitlements, record dates, shares
represented by depositary receipts, legal or practical problems arising
under the laws of any territory or the requirements of any relevant
regulatory body or stock exchange or any other matter;
provided that this authority shall expire on the date of the next Annual General
Meeting of the Company, save that the Company shall be entitled to make offers
or agreements before the expiry of such authority which would or might require
shares to be allotted after such expiry and the directors shall be entitled to
allot shares pursuant to any such offer or agreement as if this authority had
not expired; and all unexercised authorities granted previously to the directors
to allot shares under section 551 of the Act shall cease to have effect at the
conclusion of this Annual General Meeting (save to the extent that the same are
exercisable pursuant to section 551(7) of the Act by reason of any offer or
agreement made prior to the date of this resolution which would or might require
shares to be allotted or rights to be granted on or after that date).
16. That the directors be and are hereby empowered, pursuant to section 570 of
the Act, subject to the passing of Resolution 15 above, to allot equity
securities (as defined in section 560 of the Act) for cash pursuant to the
authority conferred by Resolution 15 above as if section 561 of the Act did
not apply to any such allotment, provided that this power shall be limited
to:
(i) the allotment of equity securities in connection with an offer or
issue of equity securities (but in the case of the authority granted under
paragraph (ii) of Resolution 15 above, by way of rights issue only) to or in
favour of the holders of shares on the register of members at such record
date(s) as the directors may determine where the equity securities respectively
attributable to the interests of the shareholders are proportionate (as nearly
as may be practicable) to the respective numbers of shares held by them on any
such record date(s), but subject to such exclusions or other arrangements as the
directors may deem necessary or expedient in relation to fractional
entitlements, treasury shares, record dates, shares represented by depositary
receipts, legal or practical problems arising under the laws of any territory or
the requirements of any relevant regulatory body or stock exchange or any other
matter; and
(ii) the allotment (otherwise than pursuant to sub-paragraph (i) above)
of equity securities pursuant to the authority granted under Resolution 15(i)
above up to an maximum nominal amount of £17,632,000;
and shall expire on the expiry of the general authority conferred by Resolution
15 above unless previously renewed, varied or revoked by the Company in general
meeting, save that the Company shall be entitled to make offers or agreements
before the expiry of such power which would or might require equity securities
to be allotted, or treasury shares to be sold, after such expiry and the
directors shall be entitled to allot equity securities or sell treasury shares
pursuant to any such offer or agreement as if the power conferred hereby had not
expired.
All previous unutilised authorities under section 570 of the Act shall cease to
have effect at the conclusion of this Annual General Meeting.
17. That the Company be and is hereby generally and unconditionally authorised
for the purposes of section 701 of the Act, to make market purchases
(within the meaning of section 693(4) of the Act) of ordinary shares of
25p each in the capital of the Company on such terms and in such manner as
the directors may from time to time determine, provided that:
i. the maximum number of such shares which may be purchased is 141,060,000;
ii. the minimum price which may be paid for each such share is 25p (exclusive
of all expenses);
iii. the maximum price which may be paid for each such share is an amount equal
to 105% of the average of the middle market quotations for an ordinary
share in the Company as derived from The London Stock Exchange Daily
Official List for the five business days immediately preceding the day on
which such share is contracted to be purchased (exclusive of expenses);
and
iv. this authority shall, unless previously revoked or varied, expire at the
conclusion of the Annual General Meeting of the Company to be held in 2012
(except in relation to the purchase of such shares the contract for which
was entered into before the expiry of this authority and which might be
executed wholly or partly after such expiry).
18. That in accordance with sections 366 and 367 of the Act, the Company and
all companies which are subsidiaries of the Company during the period when
this Resolution 18 has effect be and are hereby unconditionally authorised
to:
i. make political donations to political parties or independent election
candidates not exceeding £50,000 in total;
ii. make political donations to political organisations other than political
parties not exceeding £50,000 in total; and
iii. incur political expenditure not exceeding £50,000 in total;
(as such terms are defined in the Act) during the period beginning with the date
of the passing of this resolution and ending on 18 November 2012 or, if sooner,
at the conclusion of the Annual General Meeting of the Company to be held next
year provided that the authorised sum referred to in paragraphs (i), (ii) and
(iii) above may be comprised of one or more amounts in different currencies
which, for the purposes of calculating the said sum, shall be converted into
pounds sterling at the exchange rate published in the London edition of the
Financial Times on the date on which the relevant donation is made or
expenditure incurred (or the first business day thereafter) or, if earlier, on
the day in which the Company enters into any contract or undertaking in relation
to the same.
19. That, with immediate effect, the Company's Articles of Association be
amended by deleting the words "an annual sum of £750,000" in Article 92(1)
relating to the aggregate annual limit on the fees payable to directors who
do not hold executive office and replacing them with the words "an annual
sum of £1,000,000".
20. That a general meeting of the Company, other than an Annual General
Meeting, may be called on not less than 14 clear days' notice.
By order of the board
Peter David
Secretary
23 March 2011
The Manor
Manor Royal
Crawley
West Sussex RH10 9UN
Company No. 4992207
Notes
1. Members are entitled to appoint a proxy to exercise all or any of their
rights to attend and to speak and vote on their behalf at the Annual General
Meeting. A shareholder may appoint more than one proxy in relation to the
Annual General Meeting provided that each proxy is appointed to exercise the
rights attached to a different share or shares held by that shareholder. A
proxy need not be a shareholder of the Company. A proxy form which may be
used to make such appointment and give proxy instructions accompanies this
notice.
2. To be valid any proxy form or other instrument appointing a proxy must be
received by post or (during normal business hours only) by hand at Capita
Registrars, 34 Beckenham Road, Beckenham, Kent BR3 4TU, in each case no
later than 2.00 pm on 17 May 2011.
3. The return of a completed proxy form, other such instrument or any CREST
Proxy Instruction (as described in paragraphs 8 and 9 below) will not
prevent a shareholder attending the Annual General Meeting and voting in
person if he/she wishes to do so.
4. Any person to whom this notice is sent who is a person nominated under
section 146 of the Act to enjoy information rights (a "Nominated Person")
may, under an agreement between him/her and the shareholder by whom he/she
was nominated, have a right to be appointed (or to have someone else
appointed) as a proxy for the Annual General Meeting. If a Nominated Person
has no such proxy appointment right or does not wish to exercise it, he/she
may, under any such agreement, have a right to give instructions to the
shareholder as to the exercise of voting rights.
5. The statement of the rights of shareholders in relation to the appointment
of proxies in paragraph 1 above does not apply to Nominated Persons. The
rights described in these paragraphs can only be exercised by shareholders
of the Company.
6. To be entitled to attend and vote at the Annual General Meeting (and for the
purpose of the determination by the Company of the votes they may cast),
shareholders must be registered in the Register of Members of the Company at
5.30 pm on 17 May 2011 (or, in the event of any adjournment, at 5.30 pm on
the date which is two working days before the time of the adjourned
meeting). Changes to the Register of Members after the relevant deadline
shall be disregarded in determining the rights of any person to attend and
vote at the meeting or adjourned meeting.
7. As at 22 March 2011 (being the last business day prior to the publication of
this Notice) the Company's issued share capital consisted of 1,410,618,639
ordinary shares, carrying one vote each. Therefore, the total voting rights
in the Company as at 22 March 2011 was 1,410,618,639.
8. CREST members who wish to appoint a proxy or proxies through the CREST
electronic proxy appointment service may do so by using the procedures
described in the CREST Manual (available via www.euroclear.com/CREST). CREST
Personal Members or other CREST sponsored members, and those CREST members
who have appointed a 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.
9. In order for a proxy appointment or instruction made using the CREST service
to be valid, the appropriate CREST message (a "CREST Proxy Instruction")
must be properly authenticated in accordance with Euroclear UK & Ireland
Limited's specifications, and must contain the information required for such
instruction, as described in the CREST Manual. The message, regardless of
whether it constitutes the appointment of a proxy or is an amendment to the
instruction given to a previously appointed proxy must, in order to be
valid, be transmitted so as to be received by the issuer's agent (ID RA10)
by 2.00 pm on 17 May 2011. For this purpose, the time of receipt will be
taken to be the time (as determined by the time stamp applied to the message
by the CREST Application Host) from which the issuer's agent is able to
retrieve the message by enquiry to CREST in the manner prescribed by CREST.
After this time any change of instructions to proxies appointed through
CREST should be communicated to the appointee through other means.
10. CREST members and, where applicable, their CREST sponsors, or voting
service providers should note that Euroclear UK & Ireland Limited does not
make available special procedures in CREST for any particular message.
Normal system timings and limitations will, therefore, apply in relation to
the input of CREST Proxy Instructions. It is the responsibility of the
CREST member concerned to take (or, if the CREST member is a CREST personal
member, or sponsored member, or has appointed a voting service provider, to
procure that his CREST sponsor or voting service provider(s) take(s)) such
action as shall be necessary to ensure that a message is transmitted by
means of the CREST system by any particular time. In this connection, CREST
members and, where applicable, their CREST sponsors or voting system
providers are referred, in particular, to those sections of the CREST
Manual concerning practical limitations of the CREST system and timings.
11. The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001.
12. Any corporation which is a member can appoint one or more corporate
representatives who may exercise on its behalf all of its powers as a
member provided that they do not do so in relation to the same shares.
13. Under section 527 of the Act members meeting the threshold requirements set
out in that section have the right to require the company to publish on a
website a statement setting out any matter relating to: (i) the audit of
the Company's accounts (including the auditor's report and the conduct of
the audit) that are to be laid before the Annual General Meeting; or (ii)
any circumstance connected with an auditor of the Company ceasing to hold
office since the previous meeting at which annual accounts and reports were
laid in accordance with section 437 of the Act. The Company may not require
the shareholders requesting any such website publication to pay its
expenses in complying with sections 527 or 528 of the Act. Where the
Company is required to place a statement on a website under section 527 of
the Act, it must forward the statement to the Company's auditor not later
than the time when it makes the statement available on the website. The
business which may be dealt with at the Annual General Meeting includes any
statement that the Company has been required under section 527 of the Act
to publish on a website.
14. Any member attending the meeting has the right to ask questions. The
company must cause to be answered any such question relating to the
business being dealt with at the meeting but no such answer need be given
if (a) to do so would interfere unduly with the preparation for the meeting
or involve the disclosure of confidential information, (b) the answer has
already been given on a website in the form of an answer to a question, or
(c) it is undesirable in the interests of the company or the good order of
the meeting that the question be answered.
15. A copy of this notice, and other information required by section 311A of
the Act, can be found at www.g4s.com
16. Any electronic address or web site address is provided in this Notice of
Meeting solely for the purpose stated expressly herein and may not be used
to communicate with the Company other than for such purpose.
[HUG#1505083]
Notice of Annual General Meeting
| Source: G4S plc