Assoc British Foods ABF Annual Report and Accounts 2012

  Assoc British Foods (ABF) - Annual Report and Accounts 2012

RNS Number : 6428Q
Associated British Foods PLC
08 November 2012




Associated British Foods plc



Annual Report and Accounts 2012 and associated documents



8 November 2012



Associated British Foods plc announces that a copy of each of the following
documents has been submitted to the National Storage Mechanism and will
shortly be available for inspection at: www.hemscott.com/nsm.do

-  Annual Report and Accounts for the year ended 15 September 2012

- Notice of Annual General Meeting 2012

- Form of Proxy

The 2012 Annual Report and the Notice of Annual General Meeting 2012 are
available to download as pdf documents from the Associated British Foods plc
website: www.abf.co.uk



In accordance with Disclosure and Transparency Rule 6.3.5 R (1) the unedited
full text of the Notice of Annual General Meeting 2012 and the Form of Proxy
is set out below.



Notice of Annual General Meeting:



ASSOCIATED BRITISH FOODS plc

NOTICE OF ANNUAL GENERAL MEETING



This document is important and requires your immediate attention



If you are in any doubt as to the action you should take, you are recommended
to seek your own independent financial advice from a stockbroker, bank
manager,

solicitor, accountant, or other financial advisor authorised under the
Financial Services and Markets Act 2000.



If you have sold or otherwise transferred all of your Associated British Foods
plc shares, please send this document, together with the accompanying
documents (but not the personalised 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 delivery to the purchaser or
transferee.



Notice of the annual general meeting of Associated British Foods plc to be
held at 11.00 am on Friday 7 December 2012 at Congress Centre, 28 Great
Russell Street, London WC1B 3LS is set out in this document.



A Form of Proxy for use at the annual general meeting is enclosed. To be
valid, the Form of Proxy should be completed and returned in accordance with
the instructions to Equiniti at Aspect House, Spencer Road, Lancing, BN99 6DA
as soon as possible but in any event so as to arrive not later than 11.00 am
on Wednesday, 5 December 2012.



Associated British Foods plc (incorporated and registered in England and Wales
under number 293262)



Notice of Annual General Meeting



NOTICE IS HEREBY GIVEN that the seventy-seventh Annual General Meeting

of Associated British Foods plc (the 'Company') will be held at Congress
Centre,

28 Great Russell Street, London WC1B 3LS on Friday 7 December 2012 at 11.00 am
to transact the following business:



Ordinary business

To propose and, if thought fit, to pass the following resolutions as ordinary
resolutions:



Resolution 1

To receive the accounts and the reports of the directors and the auditors
thereon

for the year ended 15 September 2012.



Resolution 2

To receive and approve the directors' Remuneration report for the year ended

15 September 2012.



Resolution 3

That a final dividend of 20.0p per ordinary share be paid on 11 January 2013
to holders of ordinary shares on the register of shareholders of the Company
at the close of business on 7 December 2012.



Resolution 4

To elect Emma Adamo as a director.



Resolution 5

To re-elect John Bason as a director.



Resolution 6

To re-elect Timothy Clarke as a director.



Resolution 7

To re-elect Lord Jay of Ewelme as a director.



Resolution 8

To re-elect Javier Ferrán as a director.



Resolution 9

To re-elect Charles Sinclair as a director.



Resolution 10

To re-elect Peter Smith as a director.



Resolution 11

To re-elect George Weston as a director.



Resolution 12

To re-appoint KPMG Audit Plc as auditors of the Company to hold office 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 determine their remuneration.



Special business

To propose and, if thought fit, to pass the following resolution as an
ordinary resolution:



Resolution 13

THAT the directors be and they are hereby generally and unconditionally
authorised in accordance with section 551 of the Companies Act 2006 to
exercise all the powers of the Company to allot shares in the Company and to
grant rights to subscribe for, or to convert any security into, shares in the
Company ('Rights'):



(a) up to an aggregate nominal amount of £14,900,000; and



(b) up to a further aggregate nominal amount of £14,900,000 provided that (i)
they are equity securities (within the meaning of section 560(1) of the
Companies Act 2006) and (ii) they are offered by way of a rights issue to
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 practicable) to the respective numbers of ordinary shares
held by them on any such record dates, 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,



provided that this authority shall expire on the date of the next annual
general

meeting of the Company or, if earlier, on 31 December 2013, 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 or Rights to
be

granted after such expiry and the directors shall be entitled to allot shares
and grant Rights pursuant to any such offer or agreement as if this authority
had not expired; and all unexercised authorities previously granted to the
directors to allot shares and grant Rights be and are hereby revoked.



To propose the following resolutions as special resolutions:



Resolution 14

THAT, subject to the passing or Resolution 13 above, the directors be and they
are hereby empowered pursuant to section 570 and section 573 of the Companies
Act 2006 to allot equity securities (within the meaning of section 560 of that
Act) for cash either pursuant to the authority conferred by Resolution 13
above or by way of a sale of treasury shares as if section 561(1) of that Act
did not apply to any such allotment provided that this power shall be limited
to:



(a) the allotment of equity securities in connection with an offer of
securities (but in the case of the authority granted under paragraph (b) of
Resolution 13 by way of rights issue only) in favour of the holders of
ordinary shares on the register of members at such record date 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 by them
on any such record dates, 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; and



(b) the allotment (otherwise than pursuant to sub-paragraph (a) of this
Resolution 14) to any person or persons of equity securities up to an
aggregate nominal amount of £2,200,000,



and shall expire upon the expiry of the general authority conferred by
Resolution 13 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.



Resolution 15

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



Paul Lister

Company Secretary

6 November 2012



Weston Centre

l0 Grosvenor Street

London W1K 4QY

Registered in England and Wales

Company No. 293262





Notes



1. Resolution 3 (Dividend)

A final dividend for the year ended 15 September 2012 of 20.0p per ordinary
share is recommended by the directors and is put to shareholders for their
approval. If approved, the dividend will be paid on 11 January 2013 to holders
of ordinary shares on the register of shareholders of the Company at the close
of business on 7 December 2012 making a total dividend in respect of the year
ended 15 September 2012 of 28.5p per ordinary share. In accordance with the
Articles of Association of the Company, the shareholders cannot resolve to pay
an amount greater than that recommended by the directors.



2. Resolutions 4 to 11 (Election and re-election of directors)

In accordance with the UK Corporate Governance Code which recommends that all
directors should be subject to annual election by shareholders, Emma Adamo
will be subject to election by shareholders, this being the first AGM since
her appointment, and all of the Company's other directors will be subject to
re-election at this year's AGM. 



Biographical details of the directors can be found on pages 36 and 37 of the
annual report for the financial year ended 15 September 2012.



In proposing the re-election of the non-executive directors, the Chairman has
confirmed that, following formal performance evaluation, each individual
continues to make an effective and valuable contribution to the board and
demonstrates commitment to the role. Details of the board evaluation process
in relation to the directors can be found on page 41 of the annual report for
the financial year ended 15 September 2012.



3. Resolutions 13 and 14 (Renewal of directors' powers to allot shares and

disapplication of statutory pre-emption rights)



Resolution 13 deals with the directors' authority to allot shares.



At the last AGM of the Company held on Friday 9 December 2011, the directors

were given authority to allot ordinary shares in the capital of the Company



(a) up to an aggregate nominal amount of £14,900,000; and



(b) up to a further aggregate nominal amount of £14,900,000



provided that (i) they were equity securities (within the meaning of section
560(1) of the Companies Act 2006) and (ii) they were offered by way of a
rights issue to holders of ordinary shares on the register of members at such
record dates as the directors determined where the equity securities
respectively attributable to the interests of the ordinary shareholders were
proportionate (as nearly as may be practicable) to the respective numbers of
ordinary shares held by them on any such record dates, subject to such
exclusions or other arrangements as the directors deemed 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.



The authority granted on Friday 9 December 2011 expires at the end of this
year's AGM.



In December 2008, the Association of British Insurers ('ABI') revised its
guidelines

on directors' authority to allot shares (in line with the recommendations of
the report issued in November 2008 by the Rights Issue Review Group). The
guidelines state that ABI members will permit, and treat as routine,
resolutions seeking authority to allot shares representing up to two thirds of
the Company's issued share capital. The guidelines provide that the extra
routine authority (that is the authority to allot shares representing the
additional one third of the Company's issued share capital) can only be used
to allot shares pursuant to a fully pre-emptive rights issue.



In light of these guidelines, the board considers it appropriate that
directors be granted authority to allot shares in the capital of the Company
up to a maximum nominal amount of £29,800,000 representing the guideline limit
of approximately two thirds of the Company's issued ordinary share capital as
at 5 November 2012 (the latest practicable date prior to publication of this
Notice). Of this amount, £14,900,000 (representing approximately one third of
the Company's issued ordinary share capital) can only be allotted pursuant to
a rights issue. The power will last until the conclusion of the next AGM in
2013 or, if earlier, 31 December 2013.



The directors have no present intention of exercising this authority.



As at the date of this Notice the Company does not hold any ordinary shares in
the

capital of the Company in treasury.



Resolution 14 will give the directors authority to allot shares in the capital
of the

Company pursuant to the authority granted under Resolution 13 above for cash
without complying with the pre-emption rights in the Companies Act 2006 in
certain circumstances. In the light of the ABI guidelines described in
relation to Resolution 13 above, this authority will permit the directors to
allot:



(a) shares up to a nominal amount of £29,800,000 (representing approximately
two thirds of the Company's issued ordinary share capital) on an offer to
existing shareholders on a pre-emptive basis. However unless the shares are
allotted pursuant to a rights issue (rather than an open offer), the directors
may only allot shares up to a nominal amount of £14,900,000 (representing
approximately one third of the Company's issued ordinary share capital) (in
each case subject to any adjustments, such as for fractional entitlements and
overseas shareholders, as the directors see fit); and



(b) shares up to a maximum nominal value of £2,200,000, representing
approximately 5% of the issued ordinary share capital of the Company as at 5
November 2012 (the latest practicable date prior to publication of this
Notice) otherwise than in connection with an offer to existing shareholders.



The directors have no present intention of exercising this authority. This
authority will expire as with the general authority in Resolution 13 other
than for pre-existing entitlements.



4. Resolution 15 (Length of notice of meeting)

Resolution 15 is a resolution to allow the Company to hold general meetings

(other than AGMs) on 14 days' notice.



Before the introduction of the Companies (Shareholders' Rights) Regulations

2009 in August 2009, the minimum notice period permitted by the Companies Act
2006 for general meetings (other than AGMs) was 14 days. One of the amendments
made to the Companies Act 2006 by the Regulations was to increase the minimum
notice period for general meetings of listed companies to 21 days, but with an
ability for companies to reduce this period back to 14 days (other than for
AGMs) provided that two conditions are met. The first condition is that the
company offers a facility for shareholders to vote by electronic means. This
condition is met if the company offers a facility, accessible to all
shareholders, to appoint a proxy by means of a website. (Please refer to note
6 of this Notice of meeting for details of the Company's arrangements for
electronic proxy appointment.) The second condition is that there is an annual
resolution of shareholders approving the reduction of the minimum notice
period from 21 days to 14 days.



The board is therefore proposing Resolution 15 as a special resolution to
approve 14 days as the minimum period of notice for all general meetings of
the Company other than AGMs. The approval will be effective until the
Company's next AGM, when it is intended that the approval be renewed. The
board will consider on a case-by-case basis whether the use of the flexibility
offered by the shorter notice period is merited, taking into account the
circumstances, including whether the business of the meeting is
time-sensitive.



5. Recommendation

The board considers the Resolutions are likely to promote the success of the
Company and are in the best interests of the Company and its shareholders as a
whole. The directors unanimously recommend that you vote in favour of the
Resolutions as they intend to do in respect of their own beneficial holdings
which amount in aggregate to 3,872,600 shares representing approximately 0.49%
of the existing issued ordinary share capital of the Company.



6. Voting by proxy

A member entitled to attend and vote at the meeting may appoint another
person(s) (who need not be a member of the Company) to exercise all or any of
his/her 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.



A proxy does not need to be a member of the Company but must attend the
meeting to represent you. Your proxy could be the Chairman, another director
of the Company or another person who has agreed to attend to represent you.
Your proxy will vote as you instruct and must attend the meeting for your vote
to be counted. Appointing a proxy does not preclude you from attending the
meeting and voting in person.



A proxy form (or notification of availability if registered to receive
shareholder communications electronically) which may be used to make this
appointment and give proxy instructions has been sent to all members who
appeared on the register of members at the close of business on 31 October
2012. Details of how to appoint a proxy are set out in the notes to the Form
of Proxy. If you do not have a Form of Proxy and believe that you should have
one, or if you require additional forms, please contact Equiniti, Aspect
House, Spencer Road, Lancing BN99 6DA (Tel: 0871 384 2282 (UK only - calls to
this number cost 8p per minute from a BT landline; other providers' costs may
vary) or +44 (0)121 415 7047 (from outside the UK); Textel: 0871 384 2255.
Lines open 8.30 am to 5.30 pm, Monday to Friday). As an alternative to
completing a hard copy Form of Proxy, proxies may be appointed electronically
in accordance with the paragraph below.



In order to be valid, an appointment of proxy must be returned (together with
any

authority under which it is executed or a copy of the authority certified or
in some other way approved by the directors) by one of the following methods:



• in hard copy form by post, by courier or by hand to the Company's registered

office or the Company's Registrars;



• by completing it online at www.sharevote.co.uk by following the on-screen

instructions to submit it - shareholders will need to identify themselves with
the voting ID, task ID and shareholder reference number printed on the hard
copy Form of Proxy;



• in the case of shareholders who have already registered with Equiniti's
online

portfolio service, Shareview, they can appoint their proxy electronically by

logging on to their portfolio at www.shareview.co.uk and clicking on the link
to

vote under your Associated British Foods plc holding details; or



• in the case of CREST members, by utilising the CREST electronic proxy

appointment service in accordance with the procedures set out below,



and in each case must be received by the Company not less than 48 hours before

the time of the meeting, excluding non-working days.



Please note that the Company takes all reasonable precautions to ensure no
viruses are present in any electronic communication it sends out, but the
Company cannot accept responsibility for loss or damage arising from the
opening or use of any email or attachments from the Company and recommends
that shareholders subject all messages to virus checking procedures prior to
use. Any electronic communication received by the Company, including the
lodgement of an electronic proxy form, that is found to contain any virus will
not be accepted.



To change your proxy instructions you may return a new proxy appointment using

the methods set out above. Where you have appointed a proxy using the hard
copy Form of Proxy and would like to change the instructions using another
hard copy Form of Proxy, please contact Equiniti, Aspect House, Spencer Road,
Lancing BN99 6DA (Tel: 0871 384 2282 (UK only - calls to this number cost 8p
per minute from a BT landline; other providers' costs may vary) or +44 (0)121
415 7047 (from outside the UK); Textel: 0871 384 2255. Lines open 8.30am to
5.30 pm, Monday to Friday). Where two or more valid separate appointments of
proxy are received in respect of the same share in respect of the same
meeting, the one which is last sent shall be treated as replacing and revoking
the other or others.



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 on the Euroclear website
(www.euroclear.com/CREST). 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. Regardless of whether it
constitutes the appointment of a proxy or an amendment to the instruction
given to a previously appointed proxy, in order to be valid, the CREST message
must be transmitted so as to be received by the issuer's agent (ID number -
RA19) by the latest time(s) 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 issuer'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.



CREST members and, where applicable, their CREST sponsors or voting service

providers should note that EUI does not make available special procedures in

CREST for any particular messages. 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(s), 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 service providers are referred, in particular, to those sections of
the CREST Manual concerning practical limitations of the CREST system and
timings.



7. Issued share capital and total voting rights

As at 5 November 2012 (being the latest business day prior to the publication
of this Notice), the Company's issued voting share capital consists of
791,674,183 ordinary shares, carrying one vote each. Therefore the total
voting rights in the Company are 791,674,183.



8. Nominated persons

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 (a 'Nominated Person'). The rights to appoint a proxy
cannot be exercised by a Nominated Person: they 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.



9. Voting by corporate representatives

A member of the Company which is a corporation may authorise a person or
persons to act as its representative(s) at the AGM. In accordance with the
provisions of the Companies Act 2006, each such representative may exercise
(on behalf of the corporation) the same powers as the corporation could
exercise if it were an individual member of the Company, provided that they do
not do so in relation to the same shares. It is no longer necessary to
nominate a designated corporate representative.



10. Documents available for inspection

The following documents will be available for inspection during normal
business hours (Saturdays, Sundays and public holidays excepted) at the
registered office

of the Company and will be available at the place of the meeting from 15
minutes

before the start of the meeting until its conclusion:



• copies of the directors' service contracts with the Company and the terms
and conditions of the appointment of non-executive directors.



The contents of this Notice of meeting, details of the total number of shares
in respect of which members are entitled to exercise voting rights at the
meeting, the total voting rights that members are entitled to exercise at the
meeting, and, if applicable, any members' statements, members' resolutions or
members' matters of business received by the Company after the date of this
Notice will be available on the Company's website (www.abf.co.uk).



11. Shareholders entitled to attend and vote

To be entitled to attend and vote at the meeting, members must be registered
in the register of members of the Company at 6.00 pm on Wednesday 5 December
2012 (or, if the meeting is adjourned, at 6.00 pm on the date which is two
days prior to the adjourned meeting). Changes to entries on the register
after this time shall be disregarded in determining the rights of persons to
attend or vote (and the number of votes they may cast) at the meeting or
adjourned meeting.



12 Audit statements

Members satisfying the thresholds in section 527 of the Companies Act 2006 can
require the Company to publish a statement on its website setting out any
matter relating to (a) the audit of the Company's accounts (including the
auditors' report and the conduct of the audit) that are to be laid before the
meeting; or (b) any circumstances connected with an auditor of the Company
ceasing to hold office since the last AGM, that the members propose to raise
at the meeting. The Company cannot require the members requesting the
publication to pay its expenses. Any statement placed on the website must
also be sent to the Company's auditors no later than the time it makes its
statement available on the website. The business which may be dealt with at
the meeting includes any statement that the Company has been required to
publish on its website.



13. Members' questions

The Company must cause to be answered at the meeting any question relating to
the business being dealt with at the meeting which is put by a member
attending the meeting, except in certain circumstances, including if it is
undesirable in the interests of the Company or the good order of the meeting
that the question be answered or if to do so would involve the disclosure of
confidential information.



14. Electronic voting

Voting on all resolutions will be conducted by way of a poll rather than a
show of hands. This is a more transparent method of voting as member votes are
to be

counted according to the number of shares held. In line with many other public
companies we will be asking shareholders who attend the AGM in person or by
proxy to vote on the resolutions at the AGM using a hand-held electronic
voting system. This will record all votes cast for each resolution and display
them on a screen providing immediate detailed results for shareholders to see.
As soon as practicable following the AGM, the results of the voting at the
meeting and the numbers of proxy votes cast for and against and the number of
votes actively withheld in respect of each of the resolutions will be
announced via a Regulatory Information Service and also placed on the
Company's website (www.abf.co.uk).



You may not use any electronic address provided in this Notice of meeting to

communicate with the Company for any purposes other than those expressly
stated.



AGM venue details:

Congress Centre

28 Great Russell Street, London WC1B 3LS

T +44 (0) 20 7467 1318

F +44 (0) 20 7467 1313

congress.centre@tuc.org.uk

www.congresscentre.co.uk



Associated British Foods plc

Weston Centre

10 Grosvenor Street

London

W1K 4QY



Tel: +44 (0) 20 7399 6500

Fax: +44 (0) 7399 6580

www.abf.co.uk



Form of Proxy:



Associated British Foods plc annual general meeting,

Friday 7 December 2012



Please see notes overleaf for completion of this Form of Proxy.



Voting ID Task ID 
Shareholder reference number




I/We, being a member/members of Associated British Foods plc (the 'Company')
entitled to attend and vote at general meetings of the Company, hereby appoint

the Chairman of the Meeting (see note 1 overleaf)






as my/our proxy to exercise all or any of my/our rights to attend, speak and

vote for me/us on my/our behalf at the annual general meeting of the Company

to be held on Friday 7 December 2012 and at any adjournment thereof.



 Please tick here if this proxy appointment is one of multiple
appointments

being made (see note 2 overleaf).




Signed



 2012

Date 

 

Resolutions                                          For Against Vote withheld
1. Report and accounts 2012


2. Directors' Remuneration report 2012


3. Declaration of final dividend


4. Election of Emma Adamo as a director


5. Re-election of John Bason as a director


6. Re-election of Timothy Clarke as a director^1


7. Re-election of Lord Jay of Ewelme as a director^1


8. Re-election of Javier Ferrán as a director^1


9. Re-election of Charles Sinclair as a director^2


10. Re-election of Peter Smith as a director^1


11. Re-election of George Weston as a director


12. Reappointment and remuneration of auditors


13. Authority to allot shares


14. Disapplication of pre-emption rights


15. Reduced notice of a general meeting other than
an annual general meeting




1 Member of the Audit, Nomination and
Remuneration committees



2 Member of the Nomination and Remuneration
committees







0851-035-S



Notes for completion of Form of Proxy



1. Every holder has the right to appoint some other person(s) of their
choice, who need not be a shareholder, as his proxy to exercise all or any of
their rights to attend, speak and vote on their behalf at the meeting. If you
wish to appoint a person other than the Chairman, please delete the words 'the
Chairman of the Meeting' and insert the name of your chosen proxy holder in
the space provided. Please initial the amendment (unless you are completing an
email or online version). If the proxy is being appointed in relation to less
than your full voting entitlement, please enter in the box next to the proxy
holder's name the number of shares in relation to which they are authorised to
act as your proxy. If left blank your proxy will be deemed to be authorised in
respect of your full voting entitlement (or, if this proxy form has been
issued in respect of a designated account for a shareholder, the full voting
entitlement for that designated account).



2. A shareholder 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/her. To appoint more than one proxy, (an)
additional proxy form(s) may be obtained by contacting the Registrars'
helpline on 0871 384 2282 (UK only - calls to this number cost 8p per minute
from a BT landline; other provider's costs may vary) or +44 (0) 121 415 7047
(from outside the UK); lines open 8.30 am to 5.30 pm, Monday to Friday or you
may photocopy this form. Please indicate in the box next to the proxy holder's
name (see reverse) the number of shares in relation to which they are
authorised to act as your proxy. Please also indicate by ticking the box
provided if the proxy instruction is one of multiple instructions being given.
All forms must be signed and should be returned together in the same envelope.



3. The proxy must attend the meeting in person to represent you. The
completion of

 a form of proxy does not preclude the shareholder from attending or
voting in person.



4. Please indicate with an X in the appropriate space on the Form of Proxy
how you wish your votes to be cast in respect of the resolution to be
proposed. If the Form of Proxy is returned duly signed but without specific
direction as to how the proxy is to vote or abstain from voting on any
particular matter the proxy will vote or abstain at his/her discretion. Your
proxy will also have discretion to vote as he/she sees fit on any business
which may properly come before the meeting.



5. To be valid, the Form of Proxy should be lodged with Equiniti at the
address on the enclosed envelope, or at the registered office of the Company,
not less than 48 hours (excluding non-working days) before the time fixed for
the meeting or any adjournment thereof (as the case may be) together (unless
you are completing an electronic appointment) with any authority (or a
notarially certified copy of such authority) under which it is signed.



6. Unless you are completing an electronic appointment, in the case of an
appointment by a corporation, the Form of Proxy must be under its common seal
(if any) or the hand of its duly authorised agent or officer and, in the case
of an appointment by an individual, the Form of Proxy must be signed by the
appointor or his duly authorised agent.



7. In the case of joint holders, only one of the named holders on the share
register

 need sign but, if more than one votes, the vote of the first named on the
register

 of members will be accepted to the exclusion of other joint holders.



8. Please note that 'Vote withheld' has no legal effect and will count neither
in the

 votes 'For' or 'Against' a resolution.



9. You can register the appointment of your proxy electronically via the
internet at www.sharevote.co.uk. The voting ID, task ID and shareholder
reference number printed on the Form of Proxy will be required. Alternatively,
if you have registered with Equiniti's online portfolio service, Shareview,
you can appoint your proxy at www.shareview.co.uk. Full details and
instructions are given on the relevant website. The deadline for submission of
a proxy appointment in this way is the same as in note 5 above. An electronic
proxy appointment will be invalid unless it is lodged at either of the
electronic addresses specified in this note 9. Please note that any electronic
communication received by or on behalf of the Company, including the lodgement
of an electronic proxy form, that is found to contain any virus will not be
accepted. You may not use any electronic address provided in the Notice of
annual general meeting or in this notice to communicate with the Company for
any purposes other than those expressly stated.



10. CREST members who wish to appoint a proxy or proxies through the CREST

 electronic proxy appointment service should first read note 6 of the
Notice of annual general meeting.

                     This information is provided by RNS
           The company news service from the London Stock Exchange

END


ACSBPBLTMBJMMFT -0- Nov/08/2012 09:38 GMT
 
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