Annual Report and Accounts 2009 - BG Group

the Directors may determine and other persons entitled to participate
therein where the equity securities respectively attributable to the
interests of the ordinary shareholders are proportionate (as nearly as
may be practicable) to the respective number of ordinary shares held
or deemed to be held by them on any such record date, subject to
such exclusions or other arrangements as the Directors may deem
necessary or expedient to deal with treasury shares, fractional
entitlements or legal or practical problems arising under the laws of
any overseas territory or the requirements of any regulatory body or
stock exchange or by virtue of shares being represented by depositary
receipts or any other matter; and
ii. the allotment (otherwise than pursuant to sub-paragraph i of this
Resolution 12) to any person or persons of equity securities up to an
aggregate nominal amount of £16 880 454.
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.
Resolution 13
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:
i. the maximum number of ordinary shares hereby authorised to be
acquired is 337 609 096 representing approximately 10% of the
issued ordinary share capital of the Company as at 10 March 2010;
ii. the minimum price that may be paid for any such ordinary share
is 10 pence, the nominal value of that share;
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
iii.the maximum price that may be paid for any such ordinary 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 ordinary share
is contracted to be purchased;
iv. the authority hereby conferred shall expire at the conclusion of
the next annual general meeting of the Company unless previously
renewed, varied or revoked by the Company in general meeting; and
v. the Company may make a contract to purchase its ordinary shares
under the authority hereby conferred prior to the expiry of such
authority, which contract will or may be executed wholly or partly
after the expiry of such authority, and may purchase its ordinary
shares in pursuance of any such contract.
Resolution 14
That a general meeting, other than an annual general meeting, may
be called on not less than 14 clear days’ notice.
Resolution 15
That with effect from the conclusion of the AGM, the Articles of
Association contained in the document produced to the Meeting and
signed by the Chairman for the purposes of identification be adopted
and approved as the new Articles of Association of the Company in
substitution for, and to the exclusion of, the Articles of Association of
the Company in effect immediately prior to that time.
Registered Office: By order of the Board
100 Thames Valley Park Drive Keith Hubber
Reading Company Secretary
Berkshire RG6 1PT
Registered in England and Wales 10 March 2010
No. 3690065
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 page 39. 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 on pages
38 and 39 of the Annual Report and Accounts. 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
BG Group Annual Report and Accounts 2009
135
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