G4S plc DK : G4S plc DK : Notice of Annual General Meeting
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
under the Financial Services and Markets Act 2000 if you are resident in the
United Kingdom or, if not, from another appropriately authorised independent
financial adviser. 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 Salters' Hall, 4 Fore Street, London EC2Y 5DE on Thursday, 6 June 2013 at
2.00pm in order to consider and, if thought fit, to pass the following
Resolutions 1 to 17 and Resolution 20 will be proposed as ordinary
resolutions. Resolutions 18, 19 and 21 will be proposed as special
1. To receive the financial statements of the company for the year ended 31
December 2012 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 2012.
3. To declare a final dividend for the year ended 31 December 2012 of 5.54p
(DKK 0.473) for each ordinary share in the capital of thecompany.
4. To elect Ashley Almanza (member of the Risk Committee) as a director.
5. To elect John Connolly (member of the Nomination and Risk Committees) as
6. To elect Adam Crozier (member of the Audit and Nomination Committees) as
7. To elect Paul Spence (member of the Audit, CSR and Risk Committees) as
8. To elect Tim Weller (member of Audit and Risk Committees) as a director.
9. To re-elect Nick Buckles (member of the Risk Committee) as a director.
10. To re-elect Mark Elliott (member of the CSR, Nomination and Remuneration
Committees) as a director.
11. To re-elect Winnie Kin Wah Fok (member of the CSR and Remuneration
Committees) as a director.
12. To re-elect Grahame Gibson as a director.
13. To re-elect Mark Seligman (member of the Audit and Remuneration
Committees) as a director.
14. To re-elect Clare Spottiswoode (member of the CSR and Remuneration
Committees) as a director.
15. To re-appoint KPMG Audit Plc as auditor of the company to hold office
until the conclusion of the next Annual General Meeting ofthecompany.
16. To authorise the directors to determine the remuneration of the auditor.
17. 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 £117,555,000; and
(ii) comprising equity securities (as defined in section 560 of the Act) up
to a further aggregate nominal amount of £117,555,000 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
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
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).
18. That the directors be and are hereby empowered, pursuant to section 570
of the Act, subject to the passing of Resolution 17 above, to allot equity
securities (as defined in section 560 of the Act) for cash pursuant to the
authority conferred by Resolution 17 above asifsection 561 ofthe 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 17 above, by way of rights issue only) to or in favour of
the holders of shares on the register ofmembers 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 inrelation to fractional
entitlements, treasury shares, record dates, shares represented by depositary
receipts, legal or practical problemsarising under the laws of any territory
or the requirements of any relevant regulatory body or stock exchange or any
(ii) the allotment (otherwise than pursuant to sub-paragraph (i) above) of
equity securities pursuant to the authority granted under Resolution 17(i)
above up to an maximum nominal amount of £17,633,000;
and shall expire on the expiry of the general authority conferred by
Resolution 17 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 notexpired.
All previous unutilised authorities under section 570 of the Act shall cease
to have effect at the conclusion of this Annual General Meeting.
19. 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 141,066,000;
(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 2014
(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).
20. 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 20 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 at the conclusion of the
next Annual General Meeting of the company 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, onthe day in which thecompany enters into
any contract or undertaking in relation to the same.
21. 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
26 March 2013
West Sussex RH10 9UN
Company No. 4992207
1. Shareholders 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 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. Details of how to appoint a proxy are set out in the notes to the
enclosed proxy form. In order to be valid an appointment of proxy must be
returned with any power of attorney or any other authority under which it is
executed, by one of the following methods: in hard copy form by post to Capita
Registrars, PXS, the Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU; in
hard copy form to that address by courier or by hand during usual business
hours; or, in the case of CREST members, by utilising the CREST electronic
proxy appointment service as described in paragraphs 8 and 9 below. In each
case the form of proxy must be received by the company no later than 2.00pm on
4 June 2013. To change your proxy instructions you may return a new proxy
appointment using the method set out above. The deadline for receipt of proxy
appointments also applies in relation to amended instructions. Persons listed
on the VP Securities register should follow the instructions on their Voting
3. The return of a completed proxy form, other such instrument or any CREST
Proxy Instruction 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 toNominated
Persons. The rights described in this paragraph 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
5.30pm on 4 June 2013 (or, in the event ofany adjournment, at 5.30pm 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
7. As at 25 March 2013 (being the latest practicable date prior to the
publication of this Notice) the company's issued share capital consisted of
1,410,668,639 ordinary shares, carrying one vote each. Therefore, the total
voting rights in the company as at25March2013 was 1,410,668,639.
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
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 2.00pm on 4 June 2013. For this purpose, the time of receipt will
be takento 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
12. 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 shareholders'
votes are to be counted according to the number of shares held. As soon as
practicable following the Annual General Meeting, 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.g4s.com.
13. Any corporation which is a shareholder can appoint one or more corporate
representatives who may exercise on its behalf all ofits powers as a
shareholder provided that they do not do so in relation to the same shares.
14. 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.
15. Any shareholder 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.
16. Under sections 338 and 338A of the Act, members meeting the threshold
requirements in those sections have the right to require the company (i) to
give, to members of the company entitled to receive notice of the meeting,
notice of a resolution which those members intend to move (and which may
properly be moved) at the meeting; and/or (ii) to include in the business to
be dealt with at the meeting any matter (other than a proposed resolution)
which may properly be included in the business at the meeting. Aresolution
may properly be moved, or a matter properly included in the business, unless
(a) (in the case of a resolution only) it would, if passed, be ineffective
(whether by reason of any inconsistency with any enactment of the company's
constitution or otherwise); (b) it is defamatory of any person; or (c) it is
frivolous or vexatious. A request made pursuant to this right may be in
hardcopy or electronic form, must identify the resolution of which notice is
to be given or the matter to be included in the business, must be
authenticated by the person(s) making it and must be received by the Company
not later than 24 April 2013, being the date six clear weeks before the
meeting, and (in the case of a matter to be included in the business only)
must be accompanied byastatement setting out the grounds for the request.
17. A copy of this notice, and other information required by section 311A of
the Act, can be found at www.g4s.com
18. 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. Notwithstanding any
telephone number, fax number or email address that appears on this document or
elsewhere, neither the company nor Capita Registrars will accept voting
instructions received via media other than post, electronically via the Share
Portal service or by CREST Proxy Instruction in accordance with the notes
This announcement is distributed by Thomson Reuters on behalf of Thomson
The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
information contained therein.
Source: G4S plc DK via Thomson Reuters ONE
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