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32 Directors’ report The Group has made no political donations during the year. As with previous annual approvals, the Group has no intention of changing its current policy and practice of not making political donations and will not do so without the specifi c endorsement of shareholders. The Board obtains the approval on a precautionary basis to avoid any possibility of unintentionally breaching the relevant provisions. Supplier payment policy The Company does not impose standard payment terms on its suppliers but agrees specifi c terms with each of them, and then pays in accordance with those terms. On average, the Company’s suppliers are paid in 45 days. Signifi cant agreements – change of control There are a number of agreements that take effect, alter or terminate upon a change of control of the Company following a takeover bid, such as bank loan agreements, Medium Term Note (MTN) documentation, private placement debt and employee share plans. None of these are deemed to be signifi cant in terms of their potential impact on the business of the Group as a whole except for: – the £500 million credit facility dated 15 March 2005 between, the Company, HSBC Bank plc (as the facility agent) and the banks named therein as lenders, which contains a provision such that in the event of a change of control, any lender may, if they so require, notify the agent that they wish to cancel their commitment whereupon the commitment of that lender will be cancelled and all their outstanding loans, together with accrued interest, will become immediately due and payable; – the US$466.5 million US Private Placement notes, issued pursuant to a note purchase agreement dated 24 May 2006 by the Company to various institutions, which contains a provision such that in the event of a change of control, the Company is required to make an offer to the holders of the US Private Placement notes to prepay the principal amount of the notes together with interest accrued; and – the €243 million MTNs, issued on 23 November 2005 under the Group’s €2,500 million MTN programme by the Company to various institutions, which contains an option such that in the event of a change of control and, as a result of the change of control, the Company’s credit rating is downgraded below investment grade (BBB- or equivalent) any holder of the MTNs may require the Company to prepay the principal amount of that note together with interest accrued. Kingfi sher plc Annual Report and Accounts 2009/10 The Company does not have agreements with any director or offi cer that would provide compensation for loss of offi ce or employment resulting from a takeover, except that provisions of the Company’s share plans may cause options and awards granted under such plans to vest on a takeover. There is no information that the Company would be required to disclose about persons with whom it has contractual or other arrangements which are essential to the business of the Company. Share capital Details of the Company’s issued share capital are set out in note 28 of the consolidated fi nancial statements. All of the Company’s issued ordinary shares are fully paid up and rank equally in all respects. The rights and obligations attaching to the Company’s ordinary shares, in addition to those conferred on their holders by law, are set out in the Company’s Articles of Association, copies of which can be obtained from Companies House in the UK, the Company’s website or by writing to the Company Secretary. The holders of ordinary shares are entitled to receive the Company’s reports and accounts, to attend and speak at general meetings of the Company, to appoint proxies and to exercise voting rights. There are no restrictions on the transfer of ordinary shares or on the exercise of voting rights attached to them, except (i) where the Company has exercised its right to suspend their voting rights or to prohibit their transfer following the omission of their holder or any person interested in them to provide the Company with information requested by it in accordance with Part 22 of the Companies Act 2006 or (ii) where their holder is precluded from exercising voting rights by the FSA’s Listing Rules or the City Code on Takeovers and Mergers. Authority to purchase own shares At the 2009 AGM, shareholders approved a resolution for the Company to make purchases of its own shares to a maximum number of 236,083,523 ordinary shares. This resolution remains valid until the conclusion of this year’s AGM on 17 June 2010. As at 1 February 2010, the directors had not used this authority. Kingfi sher’s present intention is to cancel any shares acquired under such authority, unless purchased to satisfy outstanding awards under employee share incentive plans. A further resolution will be proposed at this year’s AGM to renew this authority.
Kingfi sher plc Annual Report and Accounts 2009/10 Issue of shares At the 2009 AGM, shareholders approved a resolution to give the directors authority to allot shares up to an aggregate nominal value of £123,662,752. In addition, shareholders approved a resolution to a give the directors authority to allot up to a nominal amount of £247,325,505 in connection with an offer by way of a rights issue in accordance with ABI guidance. If this additional allotment authority is used, the ABI guidance will be followed and, if appropriate, all the directors of the Company will retire at the next AGM and submit themselves for re-election. The directors have no present intention to issue ordinary shares, other than pursuant to employee share schemes and pursuant to the dividend re-investment plan. These resolutions remain valid until the conclusion of this year’s AGM when resolutions will be proposed to renew these authorities. Major shareholders As at 24 March 2010, the Company had been notifi ed in accordance with the Disclosure and Transparency Rules of the UK Financial Services Authority of the following interests in the Company’s shares: % of issued Number share of shares capital Company held held 1 Templeton Global Advisers Ltd 187,068,934 7.92% Thornburg Investment Management Inc 118,577,516 5.02% Brandes Investment Partners LP 2 117,705,785 4.98% AXA S.A. Group 115,684,095 4.90% Capital Research & Management Company 115,710,349 4.90% Legal & General Group plc 94,243,883 3.99% 1 The Total issued share capital as at 24 March 2010 was: 2,361,686,652 shares of 15 5 /7 pence each 2 Interest held as 88,083,421 ordinary shares and 14,811,182 ADRs representing 29,622,364 ordinary shares Annual General Meeting The 2010 Annual General Meeting of the Company will be held on 17 June 2010 at the Hilton London Paddington Hotel, Paddington at 11:00am. A full description of the business to be conducted at the meeting is set out in the separate Notice of Annual General Meeting. By order of the Board Nick Folland Company Secretary 24 March 2010 33
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