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2014-04-14

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 The Platinum Suite, ExCeL London, One Western Gateway, Royal Victoria
Dock, London E16 1XL on Thursday, 5 June 2014 at 2.00 pm in order to consider
and, if thought fit, to pass the following Resolutions:

Resolutions 1 to 19 and Resolution 22 will be proposed as ordinary
resolutions. Resolutions 20, 21 and 23 will be proposed as special
resolutions.

1. To receive the financial statements of the company for the year
ended 31 December 2013 and the reports of the directors and auditor thereon.

2. To approve the Directors' Remuneration Policy as set out in the
Directors' remuneration report in the company's annual report and accounts
for the year ended 31 December 2013.

3. To approve the Directors' remuneration report, other than the part
containing the Director's Remuneration Policy, as set out in the company's
annual report and accounts for the year ended 31 December 2013.

4. That the rules of the G4S Long Term Incentive Plan ("LTIP"), in the
form produced at the Annual General Meeting and initialled by the chairman of
the meeting for the purposes of identification (a summary of which is set out
in the appendix to the explanatory notes to this Notice of Meeting) be and
are hereby approved;

and that the directors be and are hereby authorised to:

(a) adopt the LTIP and to do all such other acts and things as they may
consider appropriate to implement the LTIP; and

(b) establish further plans based on the LTIP but modified to take
account of local tax, exchange control or securities laws in overseas
territories, provided that any shares made available under such further plans
are treated as counting against the limits on individual or overall
participation in the LTIP.

5. To declare a final dividend for the year ended 31 December 2013 of
5.54p (DKK 0.4954) for each ordinary share in the capital of the company.

6. To elect Himanshu Raja as a director.

7. To re-elect Ashley Almanza as a director.

8. To re-elect John Connolly as a director.

9. To re-elect Adam Crozier as a director.

10. To re-elect Mark Elliott as a director.

11. To re-elect Winnie Kin Wah Fok as a director.

12. To re-elect Grahame Gibson as a director.

13. To re-elect Mark Seligman as a director.

14. To re-elect Paul Spence as a director.

15. To re-elect Clare Spottiswoode as a director.

16. To re-elect Tim Weller as a director.

17. To re-appoint KPMG Audit Plc as auditor of the company to hold
office until the conclusion of the next Annual General Meeting of the
company.

18. To authorise the directors to determine the remuneration of the
auditor.

19. 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 £129,299,000; and

(ii) comprising equity securities (as defined in section 560 of the
Act) up to a further aggregate nominal amount of £129,299,000 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 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).

20. That the directors be and are hereby empowered, pursuant to section
570 of the Act, subject to the passing of Resolution 19 above, to allot
equity securities (as defined in section 560 of the Act) for cash pursuant to
the authority conferred by Resolution 19 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 19 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 19(i)
above up to an maximum nominal amount of £19,394,000;

and shall expire on the expiry of the authority conferred by Resolution 19
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.

21. 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
155,159,000;

(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
2015 (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).

22. 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, on the day in which the
company enters into any contract or undertaking in relation to the same.

23. That a general meeting of the company, other than an Annual General
Meeting, may be called on not less than 14 clear days' notice.

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