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G4S plc: 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 as amended 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 in the Orchard Suite at the Holiday Inn London Sutton, Gibson Road, Sutton, Surrey, SM1 2RF, UK on Thursday, 16 May 2019 at 12 pm in order to consider and, if thought fit, to pass the following Resolutions:

Resolutions 1 to 16 will be proposed as ordinary resolutions. Resolutions 17 to 20 will be proposed as special resolutions.

Report and Accounts

  1. To receive the financial statements of the company for the year ended 31 December 2018 and the reports of the directors and auditor thereon.

Remuneration

  1. To approve the Directors’ Remuneration Report (other than the part containing the Directors’ Remuneration Policy) as set out in the company’s integrated report and accounts for the year ended 31 December 2018.

Dividend

  1. To declare a final dividend for the year ended 31 December 2018 of 6.11p (DKK 0.5321)) for each ordinary share in the capital of the company.

Directors

  1. To elect Elisabeth Fleuriot as a director.

     

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

     

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

     

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

     

  5. To re-elect Steve Mogford as a director.

     

  6. To re-elect John Ramsay as a director.

     

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

     

  8. To re-elect Barbara Thoralfsson as a director.

     

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

Auditor

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

     

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

Authority to Make Political Donations

  1. That, in accordance with sections 366 and 367 of the Companies Act 2006 (the “Act”), the company and all companies which are subsidiaries of the company during the period when this Resolution 15 has effect be and are hereby unconditionally authorised to:
    1. make political donations to political parties or independent election candidates not exceeding £50,000 in total;
    2. make political donations to political organisations other than political parties not exceeding £50,000 in total; and
    3. 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.

Directors’ Authority to Allot

  1. That the directors be and are hereby generally and unconditionally authorised pursuant to and in accordance with section 551 of 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:

    1. up to an aggregate nominal amount of £129,299,000; and

    2. 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 at the conclusion of the next Annual General Meeting of the company or, if earlier, on the 15 August 2020, save that the company shall be entitled to make offers or enter into 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).

Authority for the Disapplication of Statutory Pre-emption Rights

  1. That, to the passing of Resolution 16, the directors be and are hereby authorised to allot equity securities (as defined in the Companies Act 2006 (the “Act”)) for cash under the authority given by that resolution and/or to sell ordinary shares held by the company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited to:

    1. the allotment of equity securities and sale of treasury shares for cash in connection with an offer of equity securities (but in the case of the authority granted under paragraph (ii) of Resolution 16 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

    2. the allotment of equity securities or sale of treasury shares (otherwise than under sub-paragraph (i) of this Resolution 17) up to a nominal amount of £19,394,000;

provided that this authority shall expire at the conclusion of the next Annual General Meeting of the company, or if earlier, close of business on 15 August 2020, save that the company shall be entitled to make offers or enter into agreements before the expiry of such authority which would or might require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the directors may allot equity securities (and sell treasury shares) under any such offer or agreement  as if the authority had not expired.

Additional Authority for the Disapplication of Statutory Pre-emption Rights

  1. That, subject to the passing of Resolution 16, the directors be authorised, in addition to any authority granted under Resolution 17, to allot equity securities (as defined in the Companies Act 2006 (the “Act”)) for cash under the authority given by that resolution and/or to sell ordinary shares held by the company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be:
    1.  limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £19,394,000; and

  • used only for the purpose of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the board of the company determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice;
  • provided that this authority shall expire at the conclusion of the next Annual General Meeting of the company, or if earlier, close of business on 15 August 2020, save that the company shall be entitled to make offers or enter into agreements before the expiry of such authority which would or might require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

    Authority to Purchase Own Shares

    1. That the company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act (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:
      1. the maximum number of such shares which may be purchased is 155,159,000;

      2. the minimum price which may be paid for each such share is 25p (exclusive of all expenses);

      3. the maximum price (excluding expenses) which may be paid for any such share is the higher of (a) an amount equal to 105% of the average of the middle market quotations for an 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 (b) the higher of the price of the last independent trade and the highest current independent bid for a share in the company on the trading venues where the market purchases by the company pursuant to the authority conferred by this Resolution 19 will be carried out); and

      4. this authority shall expire at the conclusion of the Annual General Meeting of the company to be held in 2020 (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).

    Notice Period for General Meetings Other Than AGMs

    1. 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

    Celine Barroche

    Company Secretary

    2 April 2019

    5th Floor, Southside

    105 Victoria Street London

    SW1E 6QT

    Company No. 4992207

    LEI Code 549300L3KWKK8X35QR12

    Entitlement to attend and vote and to appoint proxies

    1. 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 6 pm on 14 May 2019 (or, in the event of any adjournment, at close of business 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 meeting.

    2. 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. Proxy instructions may be given by using the registrar’s share portal at signalshares.com.

    3. 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 Freepost PXS, 34 Beckenham Road, Beckenham BR3 4ZF; 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 7 and 8 below. In each case the proxy appointment must be received by the company no later than 12 pm on 14 May 2019. To change your proxy instructions you may submit a new proxy appointment using the method set out above. The deadline for receipt of a proxy appointment also applies in relation to amended instructions. Persons listed on the VP Securities register should follow the instructions on their Voting Request Form.

    4. The submission of a proxy form, other such instrument or any CREST appointment will not prevent a shareholder attending the Annual General Meeting and voting in person if he/she wishes to do so.

    5. 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.

    6. The statement of the rights of shareholders in relation to the appointment of proxies in paragraph 2 above does not apply to Nominated Persons. The rights described in that paragraph can only be exercised by shareholders of the company.

    7. 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 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 their behalf.

    8. 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 12 pm on 14 May 2019. For this purpose, the time of receipt will be taken to 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.

    9. 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.

    10. 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.

    11. 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: g4s.com.

    12. Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder provided that they do not do so in relation to the same shares.

    Issued Share Capital

    As at 1 April 2019 (being the latest practicable date prior to the publication of this Notice) the company’s issued share capital consisted of 1,551,594,436 ordinary shares, carrying one vote each. Therefore, the total voting rights in the company as at 1 April 2019 was 1,551,594,436.

    Audit Statements

    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.

    Information available on website

    A copy of this Notice, and other information required by section 311A of the Act, can be found at g4s.com.

    Any electronic address or web site address is provided in this Notice 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 Link Asset Services will accept voting instructions received via media other than by post, courier or hand, or by CREST Proxy Instruction in accordance with the notes above. 

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