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.
Notice is hereby given that the Annual General Meeting of G4S plc
will be held at Ironmongers' Hall, Barbican, London EC2Y 8AA on
Tuesday, 26 May 2009 at 2.00 pm.
Resolutions 1 to 9 will be proposed as ordinary resolutions.
Resolutions 10 to 12 will be proposed as special resolutions.
1. To receive the financial statements of the Company for the year
ended 31 December 2008 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 2008.
3. To confirm and declare dividends.
4. To re-elect Trevor Dighton, a director who is retiring by
rotation.
5. To re-elect Thorleif Krarup, a director (and member of the
Audit Committee) who is retiring by rotation.
6. To re-elect Mark Seligman, a director (and member of the Audit
and Remuneration Committees) who is retiring by rotation.
7. 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.
8. That the directors be and are hereby generally and
unconditionally authorised in accordance with section 80 of the
Companies Act 1985 ("the 1985 Act") to exercise all the powers of the
Company to allot:
(i) relevant securities (within the meaning of
section 80(2) of the 1985 Act) up to an aggregate nominal amount of
£117,350,000; and
(ii) relevant securities comprising equity securities
(within the meaning of section 94 of the 1985 Act) up to a further
aggregate nominal amount of £117,350,000 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 or legal or practical problems arising under the laws of
any overseas territory or the requirements of any regulatory body or
stock exchange or by virtue of shares being represented by depository
receipts 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 relevant securities to be
allotted after such expiry and the directors shall be entitled to
allot relevant securities pursuant to any such offer or agreement as
if this authority had not expired; and all unexpired authorities
granted previously to the directors to allot relevant securities be
and are hereby revoked.
9. That the authorised share capital of the Company be and is
hereby increased from £500,000,000 to £587,500,000 by the creation of
an additional 350,000,000 ordinary shares of 25p each.
Notice of Annual General Meeting (continued)
10. That the directors be and are hereby empowered, pursuant to
section 95 of the 1985 Act, to allot equity securities (within the
meaning of section 94 of the 1985 Act) for cash pursuant to the
authority conferred by Resolution 8 above or by way of a sale of
treasury shares as if section 89(1) of the 1985 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 of securities (but in the case of the authority granted under
paragraph (ii) of Resolution 8 above by way of rights issue only) in
favour of the 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 or
legal or practical problems arising under the laws of any overseas
territory or the requirements of any regulatory body or stock
exchange or by virtue of shares being represented by depository
receipts or any other matter; and
(ii) the allotment (otherwise than pursuant to sub-paragraph (i)
above) to any person or persons of equity securities up to an
aggregate nominal amount of £17,600,000;
and shall expire on the expiry of the general authority conferred by
Resolution 8 above, 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 after such expiry and
the directors shall be entitled to allot equity securities pursuant
to any such offer or agreement as if the power conferred hereby had
not expired; and all unexpired authorities granted previously to the
directors under section 95 of the 1985 Act be and are hereby revoked.
11. That the Company be and is hereby generally and unconditionally
authorised to make market purchases (within the meaning of Section
163(3) of the 1985 Act) of ordinary shares of 25p each in the capital
of the Company provided that:
(i) the maximum number of shares which may be purchased is
140,000,000;
(ii) the minimum price which may be paid for each share is 25p;
(iii) the maximum price which may be paid for each 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;
and
(iv) this authority shall expire at the conclusion of the Annual
General Meeting of the Company to be held in 2010 (except in relation
to the purchase of 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).
12. That a general meeting, other than an Annual General
Meeting, may be called on not less than 14 clear days' notice.
By order of the board
Peter
David
The Manor
Secretary
Manor Royal
31 March
2009
Crawley
West Sussex RH10 9UN
Company No. 4992207
Notice of Annual General Meeting (continued)
Notes
(a) The Company's issued share capital as at the date of this
Notice is 1,408,298,639 ordinary shares carrying one vote each.
(b) A member entitled to attend, speak and vote at this meeting may
appoint one or more persons (who need not be members of the Company)
to exercise all or any of his rights to attend, speak and vote at the
meeting. A member can appoint more than one proxy in relation to the
meeting, provided that each proxy is appointed to exercise the rights
attaching to different shares held by him. Completion and submission
of the proxy form will not preclude the member from attending and
voting at the meeting or any adjournment thereof. If a member attends
the meeting in person, the authority of the proxies will be
terminated automatically. In order to be valid, forms appointing
proxies must be deposited (together with any authorities under which
they are executed or copies of the authorities certified notarially
or in some other way approved by the directors) at the office of the
Company's registrar by 2.00 p.m. on 24 May 2009.
(c) To have the right to attend and vote at the meeting (and also
for the purposes of calculating how many votes a person may cast), a
person must have his name entered on the register of ordinary shares
by no later than 5.30 pm on 24 May 2009. Changes to entries on the
register after this time shall be disregarded in determining the
rights of any person to attend or vote at the meeting.
(d) A copy of this notice has been sent for information only to
persons who have been nominated by a member to enjoy information
rights under section 146 of the Companies Act 2006 ("Nominated
Persons"). The right to appoint a proxy cannot be exercised by a
Nominated Person; it can only be exercised by the member. However, a
Nominated Person may have a right under an agreement between him and
the member by whom he was nominated to be appointed as a proxy for
the meeting or to have someone else so appointed. If a Nominated
Person does not have such a right or does not wish to exercise it, he
may have a right under such an agreement to give instructions to the
member as to the exercise of voting rights. Nominated Persons should
contact the registered member by whom they were nominated in respect
of these arrangements.
(e) In order to facilitate voting by corporate representatives at
the meeting, arrangements will be put in place at the meeting so that
(i) if a corporate shareholder has appointed the chairman of the
meeting as its corporate representative with instructions to vote on
a poll in accordance with the directions of all of the other
corporate representatives for that shareholder at the meeting, then
on a poll those corporate representatives will give voting directions
to the chairman and the chairman will vote (or withhold a vote) as
corporate representative in accordance with those directions; and
(ii) if more than one corporate representative for the same corporate
shareholder attends the meeting but the corporate shareholder has not
appointed the chairman of the meeting as its corporate
representative, a designated corporate representative will be
nominated, from those corporate representatives who attend, who will
vote on a poll and the other corporate representatives will give
voting directions to that designated corporate representative.
Corporate shareholders are referred to the guidance issued by the
Institute of Chartered Secretaries and Administrators on proxies and
corporate representatives - www.icsa.org.uk - for further details of
this procedure. The guidance includes a sample form of representation
letter if the chairman is being appointed as described in (i) above.
(f) By attending the meeting, a member expressly agrees that he is
requesting and willing to receive any communications made at the
meeting.
(g) If the addressee of this notice has sold or transferred all
of his shares in the Company, this notice should be passed to the
person through whom the sale or transfer was effected so that it can
be passed on to the purchaser or transferee.
Notice of Annual General Meeting (continued)
Notes (continued)
(h) CREST members who wish to appoint a proxy or proxies by
utilising the CREST electronic proxy appointment service may do so by
utilising the procedures described in the CREST Manual. 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. In order for a
proxy appointment made by means of CREST to be valid, the appropriate
CREST message (a "CREST Proxy Instruction") must be properly
authenticated in accordance with Euroclear UK & Ireland Limited's
(EUI) specifications and must contain the information required for
such instructions, as described in the CREST Manual. The message
regardless of whether it constitutes the appointment of a proxy or 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 Company's agent (ID number - RA10) by the latest time for receipt
of proxy appointments specified in the notice of meeting. For this
purpose, the time of receipt will be taken to be the time (as
determined by the timestamp applied to the message by the CREST
Applications Host) from which the Company's agent is able to retrieve
the message by enquiry to CREST in the manner prescribed by CREST.
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.
Notice of Annual General Meeting
| Source: G4S plc
Attachments
