G4S Annual Report and Accounts 2011

Overview Strategic review Performance
Notice of Annual General Meeting continued
18. 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 141,066,000;
(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 2013
(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).
19. 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 19 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.
20. 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
Secretary
26 March 2012
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 but must attend the meeting
to represent you. A proxy form which may be used to make such appointment and give proxy instructions accompanies this notice.
2. Details of how to appoint a proxy are set out in the notes to the enclosed proxy form. 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 Capita
Registrars, PXS, the Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU; in hard copy form to that address by courier or by hand during usual
business hours; by completing it online using the Share Portal service at www.capitashareportal.com by following the onscreen instructions to submit
it (you will need to identify yourself with your personal Investor Code); or in the case of CREST members, by utilising the CREST electronic proxy
appointment service as described in paragraphs 8 and 9 below. In each case, the form of proxy must be received by the company no later than 2.00pm
on 5 June 2012. To change your proxy instructions you may return a new proxy appointment using the method set out above. The deadline for receipt
of proxy appointments also applies in relation to amended instructions. Persons listed on the VP Securities register should follow the instructions on
their Voting Request Form.
3. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction will not prevent a shareholder attending the Annual
General Meeting and voting in person if he/she wishes to do so.
4. 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.
5. The statement of the rights of shareholders in relation to the appointment of proxies in paragraph 1 above does not apply to Nominated Persons.
The rights described in these paragraphs can only be exercised by shareholders of the company.
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G4S plc
Annual Report and Accounts 2011