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2015-04-20

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 advisor 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 advisor. 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, 4 June 2015 at 11.00 am in order to
consider and, if thought fit, to pass the following Resolutions:

Resolutions 1 to 15 and Resolution 18 will be proposed as ordinary
resolutions. Resolutions 16, 17 and 19 will be proposed as special
resolutions.

Report and Accounts

1 To receive the financial statements of the company for the year ended 31
December 2014 and the reports of the directors and auditor thereon.

Remuneration

1 To approve the Directors' Remuneration Report, other than the part
containing the summary of the Directors' Remuneration Policy, as set out in
the company's annual report and accounts for the year ended 31 December
2014.

Dividend

1 To declare a final dividend for the year ended 31 December 2014 of 5.82p
(DKK 0.6041) for each ordinary share in the capital of the company.

Directors

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

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

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

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

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

9. To re-elect Himanshu Raja as a director.

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

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

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

Auditor

13.1 To appoint PricewaterhouseCoopers LLP as auditor of the company to
hold office until the conclusion of the next Annual General Meeting of the
company.

14.1 To authorise the audit committee of the board to determine the
remuneration of the auditor.

Directors' Authority to Allot

15. 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).

16. That the directors be and are hereby empowered, pursuant to
section 570 of the Act, subject to the passing of Resolution 15 above, to
allot equity securities (as defined in section 560 of the Act) for cash
pursuant to the authority conferred by Resolution 15 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 15 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 15(i) above up to a maximum nominal amount of £38,788,000;

and shall expire on the expiry of the authority conferred by Resolution 15
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.

Authority to Purchase Own Shares

17. 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
2016 (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).

Authority to Make Political Donations

18. 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 18 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.

Notice Period for General Meetings Other Than AGMs

19. 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

Peter David

Company Secretary

26 March 2015

The Manor

Manor Royal

Crawley

West Sussex RH10 9UN

Company No. 4992207

Notes

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
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