Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of G4S plc will be held
at Ironmongers' Hall, Barbican, London EC2Y 8AA on Thursday, 29 May 2008 at 2.00
pm.
Resolutions 1 to 7 will be proposed as ordinary resolutions. Resolutions 8 to 10
will be proposed as special resolutions.
1. To receive the financial statements of the Company for the year ended 31
December 2007 and the reports of the directors and auditor thereon.
2. To receive and approve the Directors' Remuneration Report contained in the
financial statements for the year ended 31 December 2007.
3. To confirm and declare dividends.
4. To re-elect Grahame Gibson, a director who is retiring by rotation.
5. To re-elect Bo Lerenius, a director (and member of the Audit and Remuneration
Committees) who is retiring by rotation.
6. 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.
7. 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 relevant securities (as defined
in section 80(2) of the 1985 Act) up to an aggregate nominal amount of
£106,500,000 provided that the authority hereby given shall expire on the date
of the Company's Annual General Meeting in 2009, 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.
8. That the directors be and are hereby granted, pursuant to section 95 of the
1985 Act, power to allot equity securities (as defined in section 94(2) of the
1985 Act) for cash as if section 89(1) of the 1985 Act did not apply to such
allotment, provided that this power shall be limited to:
(i) the allotment of equity securities in connection with a rights issue, open
offer or other offer of securities in favour of the holders of ordinary shares
on the register of members at such record dates 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) to the respective
numbers of ordinary shares held or deemed to be held by them on any such record
date, 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 depositary receipts or any other matter whatever; 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 value of
£16,000,000;
and shall expire on the date of the Company's Annual General Meeting in 2009
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.
Notice of Annual General Meeting (continued)
9. 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 128,000,000;
(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 2009 (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).
10. That the Company's articles of association be amended with effect from 1
October 2008 in accordance with the contents of the document entitled
"Amendments to Articles" (a copy of which has been produced to the meeting and
initialled by the Chairman for the purposes of identification).
By order of the board
Peter David The Manor
Secretary Manor Royal
7 April 2008 Crawley
West Sussex RH10 9UN
Notes
(a) The Company's issued share capital as at the date of this Notice is
1,281,190,738 ordinary shares with voting rights.
(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
at the office of the Company's registrar by 2.00 p.m. on 27 May 2008.
(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
27 May 2008. 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.
Notice of Annual General Meeting (continued)
(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.
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.
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.
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 - add registrar's CREST ID number) 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.
Copies of the Articles of Association of the Company marked up to show the
proposed changes and the document entitled "Amendments to Articles" referred to
in Resolution 10 are available on the Company's web site (www.g4s.com), at the
Company's registered office and will also be available for inspection at the
place of the Annual General Meeting for at least 15 minutes before and during
the meeting.
It should be noted that the Company's web site address is given in this notice
solely for the purpose of providing access to information for shareholders.
Neither the web site nor any e-mail address referred to on it may be used by
shareholders or others to give notice to the Company in relation to the meeting
or otherwise.
Notice of Annual General Meeting
| Source: G4S plc
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