The eleventh Annual General Meeting (“AGM” or “Meeting”) of BG Group plc (the “Company”) will be held in the Princess Suite of the Royal Berkshire Conference Centre, Madejski Stadium, Reading, Berkshire RG2 0FL on Wednesday, 12 May 2010 at 11.30 am for the transaction of the business set out below.
This notice contains the resolutions to be voted on at the Company’s AGM. Resolutions 1 to 11 below are ordinary resolutions that will be passed if more than 50% of the votes cast are in favour of the resolutions. Resolutions 12 to 15 are special resolutions that will be passed if not less than 75% of the votes cast are in favour of the resolutions. A poll will be called on each of the resolutions set out below. Further details are set out in the explanatory notes.
To receive the Accounts and Reports of the Directors and the auditors for the year ended 31 December 2009.
To declare a final dividend in respect of the year ended 31 December 2009 of 6.73 pence per ordinary share payable on 21 May 2010 to holders of ordinary shares on the register of shareholders of the Company at the close of business on 16 April 2010.
To elect Mark Seligman as a Director of the Company.
To re-elect Peter Backhouse, who retires by rotation, as a Director of the Company.
To re-elect Lord Sharman, who retires by rotation, as a Director of the Company.
To re-elect Philippe Varin, who retires by rotation, as a Director of the Company.
To re-appoint PricewaterhouseCoopers LLP as auditors of the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.
To authorise the Audit Committee to approve the remuneration of the auditors.
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 has effect, be and are hereby authorised to:
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, in any event, the total aggregate amount of all political donations and political expenditure incurred by the Company and its subsidiaries in such period shall not exceed £50 000.
For the purposes of this Resolution, ‘political donations’, ‘political organisations’, ‘political parties’ and ‘political expenditure’ shall have the meanings given to them in Sections 363 to 365 of the Act.
That the Directors be and are hereby generally and unconditionally authorised in accordance with Section 551 of the Act 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”):
provided that this authority shall expire at the conclusion of the next annual general meeting of the Company, save that the Directors 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.
That the Directors be and they are hereby empowered pursuant to Sections 570 and 573 of the Act to allot equity securities (within the meaning of Section 560 of the Act) for cash either pursuant to the authority conferred by Resolution 11 above or by way of a sale of treasury shares as if Section 561(1) of the Act did not apply to any such allotment provided that this power shall be limited to:
and shall expire upon the expiry of the general authority conferred by Resolution 11 above, save that the Directors 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.
That the Company be generally and unconditionally authorised to make market purchases (within the meaning of Section 693(4) of the Act) of ordinary shares of 10 pence each of the Company on such terms and in such manner as the Directors may from time to time determine, provided that:
That a general meeting, other than an annual general meeting, may be called on not less than 14 clear days’ notice.
Registered in England and Wales
No. 3690065
10 March 2010
Back to top
EXPLANATORY NOTES
This document is important. If you are in any doubt about its content, you should consult an appropriate independent adviser.
If you have sold or transferred all of your shares in BG Group plc, please send this document and all accompanying documents to the purchaser or transferee, or to the stockbroker, bank or other agent through or to whom the sale or transfer was effected so that they can be passed on to the person who now owns the shares.
Annual Report and Accounts (Resolution 1)
The Directors are required to lay before the Meeting the Accounts of the Company for the financial year ended 31 December 2009, the Directors’ Report, the Remuneration report and the Auditors’ report on the Accounts.
Remuneration report (Resolution 2)
UK-listed companies must put an ordinary resolution to shareholders at the annual general meeting seeking approval of the Remuneration report. The vote is advisory in nature, in that payments made or promised to Directors will not have to be repaid, reduced or withheld in the event that the resolution is not passed.
Declaration of a dividend (Resolution 3)
A final dividend for the year ended 31 December 2009 of 6.73 pence per ordinary share is recommended by the Directors. A final dividend can be paid only after it has been declared by the shareholders at a general meeting. It is proposed that shareholders declare this dividend by passing Resolution 3. If so declared, the final dividend will be paid on 21 May 2010 to ordinary shareholders who were on the register of the Company at the close of business on 16 April 2010. American Depositary Shares (ADS) holders will be entitled to receive the US Dollar equivalent of £0.3365 per ADS on 28 May 2010. An interim dividend for the year ended 31 December 2009 of 5.62 pence per ordinary share was paid on 11 September 2009.
Election of Director (Resolution 4)
The Company’s Articles of Association require any Director newly appointed by the Board to retire at the first annual general meeting following their appointment. Mark Seligman was appointed to the Board as a Non-Executive Director on 3 December 2009. Biographical details for Mark Seligman are given on Board of Directors page. The Board unanimously recommends his election.
Re-election of Directors (Resolutions 5 to7)
Biographical details of the Directors proposed for re-election, namely Peter Backhouse, Lord Sharman and Philippe Varin, are shown in the Board of Directors page. Directors are normally subject to re-election by shareholders every three years. However, by the date of the Meeting, Peter Backhouse and Lord Sharman will have served on the Board for more than nine years since their first elections and therefore, in accordance with Provision A.7.2 of the Combined Code, they will be subject to annual re-election from this year. In reviewing the recommendations of the Nominations Committee concerning these re-elections, the Board has concluded that Peter Backhouse, Lord Sharman and Philippe Varin are independent in character and judgement, notwithstanding that Peter Backhouse and Lord Sharman will have served on the Board for more than nine years since their first elections by the date of the meeting. In addition, and following the annual evaluation exercise conducted during the year, the Board considers that each of the Directors proposed for re-election continues to make an effective and valuable contribution and demonstrates commitment to the role. Accordingly, the Board unanimously recommends their re-election.
Copies of the service contracts and letters of appointment of all Directors of the Company are available for inspection during normal business hours at the registered office of the Company and at the offices of Herbert Smith LLP, Exchange House, Primrose Street, London EC2A 2HS on any weekday (Saturdays, Sundays and public holidays excluded) and will also be available for inspection at the place of the AGM from 9.00 am on the day of the Meeting until its conclusion.
Back to top
Re-appointment and remuneration of auditors (Resolutions 8 and 9)
The Company is required to appoint auditors at each general meeting at which accounts are laid before the Company, to hold office until the next such meeting. Following the recommendation of the Audit Committee, the Directors propose that PricewaterhouseCoopers LLP be re-appointed as auditors of the Company. Resolution 9 proposes that the Audit Committee be authorised to determine the level of the auditors’ remuneration.
Political donations (Resolution 10)
Resolution 10 is designed to deal with rules on political donations and expenditure contained in Part 14 of the Act (Sections 362 to 379). Under Section 378 of the Act, a company may not make donations to an EU political party, or other EU political organisation, or to an independent election candidate in the EU, of more than £5 000 in total, or incur any EU political expenditure, without first obtaining shareholder approval.
It is the Company’s policy not to make contributions to political parties. There is no intention to change that policy. However, what constitutes a ‘political donation’, a ‘political party’, a ‘political organisation’ or ‘political expenditure’ under the Act is not clear, as the legislation is capable of wide interpretation and may have the effect of covering a number of normal business activities that would not be thought to be political donations in the usual sense. To avoid any possibility of inadvertently contravening the Act, the Board considers that it would be prudent to follow the procedure specified in the Act to obtain shareholder approval for the Company and its subsidiaries to make political donations or incur political expenditure in the forthcoming year until the conclusion of the annual general meeting of the Company in 2011. This authority will not be used to make any political donations as that expression would normally be understood.
Authority to allot shares (Resolution 11)
Resolution 11 deals with the Directors’ authority to allot shares.
At the last annual general meeting of the Company held on 18 May 2009, the Directors were given authority to allot ordinary shares in the capital of the Company up to a maximum nominal amount of £116 481 140 representing approximately 1/3 of the Company’s issued ordinary share capital (excluding treasury shares) at 3 March 2009, together with shares outstanding under BG Group’s option schemes. This authority expires at the conclusion of this year’s AGM. In addition, the Directors were given authority to allot a further 1/3 of the Company’s issued share capital up to a maximum of £111 329 254 representing approximately a further 1/3 of the Company’s issued ordinary share capital (excluding treasury shares). This authority was not utilised by the Board during the year.
Resolution 11 will, if passed, renew this authority to allot shares on broadly the same terms as last year’s resolution, but the Resolution has been updated to reflect that authority is being given under Section 551 of the Act (rather than Section 80 of the Companies Act 1985) and to reflect a change in the language used in the Act.
In 2008, the Association of British Insurers (ABI) revised its guidelines on directors’ authority to allot shares to state that ABI members will continue to permit, and treat as routine, a request for authorisation to allot new shares in an amount of up to 1/3 of the existing issued share capital of a company, together with the number of shares required to allot shares in respect of deferred consideration or options. The revised ABI guidelines also state that the ABI will regard as routine requests to authorise the allotment of a further 1/3 of a company’s issued share capital provided that such additional headroom is only applied to fully pre-emptive rights issues and that the authorisation is valid for one year only. The Board has resolved that the Company should follow the ABI’s revised guidelines.
Accordingly, the Board considers it appropriate that the Directors be granted authority to allot ordinary shares in the capital of the Company up to a maximum nominal amount of £228 177 670 representing approximately 2/3 of the Company’s issued ordinary share capital (excluding treasury shares), together with the number of shares required to satisfy the options outstanding under the Company’s employee share plans as at 10 March 2010 (the latest practicable date prior to publication of this Notice), of which 1 125 363 654 shares (representing approximately 1/3 of the Company’s issued ordinary share capital (excluding treasury shares)) can only be allotted pursuant to a fully pre-emptive rights issue. The authority will last until the conclusion of the next annual general meeting in 2011.
The Directors have no present intention of exercising this authority other than pursuant to employee share plans. If the Directors resolve to use the additional headroom in respect of a fully pre-emptive rights issue, all Directors will stand for re-election at the AGM that follows that rights issue, in accordance with the ABI’s guidelines.
As at the date of this Notice, the Company is holding 222 138 569 shares in treasury representing 6.58% of the Company’s issued ordinary share capital (excluding treasury shares).
Back to top
Disapplication of pre-emption rights (Resolution 12)
Resolution 12 will empower the Directors to allot ordinary shares in the capital of the Company, pursuant to the authority granted under Resolution 11 above, for cash, and to sell shares held in treasury, without applying the pre-emption rights in the Act in certain circumstances. In line with the ABI’s revised guidelines described above, they will be able to allot:
- ii.in connection with an open offer or other offer to existing shareholders in proportion to their existing holdings up to 1 125 363 654 shares (representing 1/3 of the Company’s issued ordinary share capital) or in the case of a fully pre-emptive rights issue only up to 2 250 727 308 shares (representing 2/3 of the Company’s issued ordinary share capital); and
- ii.up to a maximum nominal value of £16 880 454, representing approximately 5% of the issued ordinary share capital of the Company as at 10 March 2010 (the latest practicable date prior to publication of this Notice) otherwise than in connection with an offer to existing shareholders.
As with Resolution 11, the terms of Resolution 12 are broadly the same as last year’s resolution, but the Resolution has been updated to reflect that it is being passed pursuant to Sections 570 and 573 of the Act rather than Section 95 of the Companies Act 1985.
The Directors have no present intention of exercising this authority.
The Directors confirm their intention to follow the provisions of the Pre-emption Group’s Statement of Principles regarding cumulative usage of authorities within a rolling three-year period. These principles provide that companies should not issue for cash shares representing in excess of 7.5% of the company’s issued share capital in any rolling three-year period, other than to existing shareholders, without prior consultation with shareholders.
Authority to make market purchases of own ordinary shares (Resolution 13)
In certain circumstances, it may be advantageous for the Company to purchase its own ordinary shares and Resolution 13 seeks authority from shareholders to do so. The Resolution specifies the maximum number of shares that may be acquired (10% of the Company’s issued ordinary share capital (excluding treasury shares)) and the maximum and the minimum prices at which they may be bought.
Any shares purchased in this way will, unless the Directors determine that they are to be held as treasury shares, be cancelled and the number of shares in issue will be reduced accordingly. Shares held in treasury will not automatically be cancelled and will not be taken into account in future calculations of earnings per share (unless they are subsequently resold or transferred out of treasury).
Shares are held in treasury in accordance with Section 724 of the Act and may be used to satisfy awards under the Company’s share schemes pursuant to Section 727 of the Act. No dividends are paid on and no voting rights attach to treasury shares. Any treasury shares sold by the Company will count towards the number of shares that, if Resolution 12 is passed, maybe issued without offering them first to existing shareholders.
As the existing shareholder approval to purchase shares expires at the conclusion of the AGM, purchases after that date are subject to renewed shareholder approval at the AGM. The Directors have no present intention of exercising the authority to purchase the Company’s ordinary shares. The Directors will use the authority to purchase shares only after careful consideration, taking into account market conditions, other investment opportunities, appropriate gearing levels and the overall financial position of the Company. The Directors will only purchase such shares after taking into account the effects on earnings per share and the benefit for shareholders.
At 10 March 2010, the total number of options to subscribe for ordinary shares outstanding was 31 049 399. This represents 0.92% of the issued share capital at that date (excluding treasury shares). If the Company bought back the maximum number of shares permitted pursuant to the existing authority as well as the authority being sought by the passing of this Resolution and cancelled them, then the total number of options to subscribe for ordinary shares outstanding at that date would represent 1.15% of the issued share capital (excluding treasury shares) as reduced following those repurchases. At 10 March 2010, there were no warrants to subscribe for ordinary shares outstanding.
Notice of general meetings other than annual general meetings (Resolution 14)
Resolution 14 is a resolution to allow the Company to hold general meetings (other than annual general meetings) on 14 clear days’ notice.
Before the introduction of the Companies (Shareholders’ Rights) Regulations 2009 (the “Regulations”) on 3 August 2009, the minimum notice period permitted by the Act for general meetings, other than annual general meetings, was 14 clear days. One of the amendments made to the Act by the Regulations was to increase the minimum notice period for general meetings of listed companies to 21 clear days, but with an ability for companies to reduce this period back to 14 clear days, other than for annual general meetings, provided two conditions are met. The first condition is that a company offers facilities for all 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 the note entitled ‘Appointing a proxy’ below for details on the Company’s arrangements for electronic proxy appointment. The second condition is that there is an annual resolution of shareholders approving the reduction in the minimum notice period from 21 clear days to 14 clear days. The Board is therefore proposing Resolution 14 as a special resolution to approve 14 clear days as the minimum period of notice for all general meetings of the Company other than annual general meetings. The approval will be effective until the Company’s next annual general meeting.
The Directors will consider on a case by case basis whether the use of the flexibility offered by the shorter notice period is appropriate, taking into account the circumstances, including whether the business of the meeting is time sensitive.
Amendment of existing Articles of Association (Resolution 15)
It is proposed in Resolution 15 to adopt new Articles of Association (the “New Articles”) in order to update the Company’s current Articles of Association (the “Current Articles”) primarily to take account of the implementation of the Shareholders’ Rights Directive which came into force by way of the Regulations in August 2009.
An explanation of the main changes between the Current Articles and the New Articles is set out below. Other changes which are of a minor, technical or clarifying nature or merely reflect changes made by the Act or the Regulations, or conform the language of the New Articles with that used in the model articles for public companies produced by the Department for Business, Innovation and Skills have also been included in the New Articles. The Company’s Current Articles and the New Articles are available for inspection during normal business hours at the registered office of the Company and at the offices of Herbert Smith LLP, Exchange House, Primrose Street, London EC2A 2HS on any weekday (Saturdays, Sundays and public holidays excluded) and will also be available for inspection at the place of the AGM from 9.00 am on the day of the Meeting until its conclusion.
Chairman’s casting vote
The New Articles remove the provision giving the Chairman a casting vote in the event of an equality of votes as this is no longer permitted under the Act.
Notice of general meetings (Article 53)
The provisions in the New Articles dealing with the convening of general meetings and the length of notice required to convene general meetings are in line with the relevant provisions of the Act (as amended by the Regulations). The Regulations amended the Act to require the Company to give 21 clear days’ notice of general meetings unless the Company has passed a special resolution reducing the notice period to not less than 14 clear days (this resolution is proposed as Resolution 14) and the Company offers members an electronic voting facility.
Notices and postal strikes (Article 53.7)
Article 53.7 of the New Articles is the article covering service of notice in the event of a postal strike; it has been amended to allow the Company in such circumstances, to serve notices only on those shareholders who receive notices via electronic means, provided that, as before, the Company also puts an advertisement in two national newspapers and sends a confirmatory hard copy notice if the postal service is available again within seven days of the meeting.
Participation in meetings at different places and by electronic means (Article 57)
Amendments made to the Act by the Regulations specifically provide for the holding and conducting of electronic meetings. The New Articles include amendments to provide greater scope for shareholders to participate in meetings of the Company even if they are not present in person at the principal place where the meeting is held. The amendments allow for shareholders to participate not only by attendance at multiple meeting locations, but also by other electronic means of participation.
Adjournment for a lack of quorum
Under the Act, as amended by the Regulations, general meetings adjourned for lack of quorum must be held at least 10 clear days after the original meeting. The New Articles reflect this requirement.
Voting rights (Article 69)
The Regulations clarify the various powers of proxies and representatives of corporate shareholders in respect of resolutions taken on a show of hands. The new position is that a proxy has one vote on a show of hands in all cases (including where one member has appointed multiple proxies) except when he is appointed by multiple members who instruct him to vote in different ways, in which case he has one vote for and one vote against the resolution. Where a corporate shareholder appoints representatives to attend meetings on its behalf, each duly appointed representative has one vote on a show of hands. The New Articles contain provisions which clarify these rights and also clarify how the provisions giving a proxy a second vote on a show of hands should apply to discretionary powers.
Voting record date (Article 69.2)
Under the Act, as amended by the Regulations, the Company must determine the right of shareholders to vote at a general meeting by reference to the register not more than 48 hours before the time for the holding of the meeting, not taking account of days which are non-working days. The New Articles reflect that no account should be taken of any part of a day that is not a working day in this regard.
Receipt of termination of proxy/corporate representative authority (Articles 76.2 and 78.3)
Article 76.2 of the New Articles provides that the termination of a proxy’s authority should be in writing as this is required by the Regulations. A similar change has been made to Article 78.3 with regard to corporate representatives.
Validity of votes (Article 79.2)
Following the implementation of the Regulations, proxies are expressly required to vote in accordance with instructions given to them by shareholders. The New Articles contain a provision stating that the Company is not required to enquire whether a proxy or corporate representative has voted in accordance with instructions given to him and that votes cast by a proxy or corporate representative will be valid even if he has not voted in accordance with his instructions.
Newspaper advertisements (Article 138)
Section 308 of the Act states that notice of a general meeting must be given in hard copy form or by means of a website. The provisions of part 2 of Schedule 5 of the Act make it clear that a newspaper advertisement would not satisfy the requirements of ‘hard copy form’. Changes have been made to Article 138 to make it clear that notice of a general meeting can no longer be given by way of a newspaper advertisement.
Recommendation
The Board considers the above Resolutions will 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 all the above Resolutions as they intend to do so themselves in respect of their own beneficial holdings.
NOTES TO SHAREHOLDERS
The Company, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, specifies that only those holders of ordinary shares registered in the register of members of the Company as at 11.30 am on 10 May 2010 (or, if the Meeting is adjourned, at 11.30 am on the date which is two days prior to the adjourned meeting) or their duly appointed proxies shall be entitled to attend or vote at the Meeting (or the adjourned meeting) in respect of the number of ordinary shares registered in their name at that time. Changes to entries on the register of members after 11.30 am on 10 May 2010 (or, if the Meeting is adjourned, at 11.30 am on the date which is two days prior to the adjourned meeting) shall be disregarded in determining the rights of any person to attend or vote at the Meeting (or the adjourned meeting).
Voting at the Meeting will be by poll rather than by show of hands. This is a more transparent method of voting as member votes are counted according to the number of shares held. The Chairman will invite each shareholder and proxy present at the Meeting to complete a poll card indicating how they wish to cast their votes in respect of each Resolution. In addition, the Chairman will cast the votes for which he has been appointed as proxy. Poll cards will be collected at the end of the Meeting. Once the results have been verified by the Company’s Registrar, they will be notified to the UK Listing Authority and published on the Company’s website.
Appointing a proxy
Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the AGM. A shareholder may appoint more than one proxy in relation to the AGM 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 but must attend the AGM to represent the relevant shareholder. A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact Equiniti. As an alternative to completing a hard copy proxy form, proxies may be appointed electronically as set out below.
In order to be valid, an appointment of proxy must be returned by one of the following methods:
- in hard copy form by post, by courier, or by hand to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6UT;
- online at www.sharevote.co.uk by following the on-screen instructions and using the numbers printed on your proxy card; or
- in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below.
In each case the appointment must be received by the Company no later than 11.30 am on 10 May 2010.
The website address, www.sharevote.co.uk is provided solely for the purposes of enabling shareholders to register electronically their appointment of a proxy or proxies for the AGM. The Company will not accept any other document or information relating to proceedings of the Meeting or otherwise which may be sent by electronic means to that address.
The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described below) will not prevent a shareholder attending the AGM and voting in person if he/she wishes to do so.
Nominated Persons
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 agreement with the shareholder by whom he was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
The statement of the rights of shareholders in relation to the appointment of proxies in the paragraph above entitled ‘Appointing a proxy’ does not apply to Nominated Persons. The rights described in that paragraph can only be exercised by shareholders of the Company.
Total shares and voting rights
As at 10 March 2010 (being the latest practicable date prior to the publication of this Notice) the Company’s issued share capital consists of 3 598 229 532 ordinary shares, carrying one vote each. The Company holds 222 138 569 ordinary shares in treasury and is not permitted to exercise voting rights in respect of those shares. Therefore, the total voting rights in the Company as at 10 March 2010 are 3 376 090 963.
Appointing a corporate representative
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 Act, 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 (as was previously recommended by the ICSA guidance published in relation to corporate representatives).
Electronic proxy appointment through CREST
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. 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.
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 (available via www.euroclear.com/CREST). 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 RA19) by 11.30 am on 10 May 2010. 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.
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.
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.