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G4S Annual Report and Accounts 2011

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Overview Strategic review Performance<br />

<strong>Report</strong> of the directors<br />

For the year ended 31 December <strong>2011</strong><br />

The directors have pleasure in presenting their <strong>Annual</strong> <strong>Report</strong> together<br />

with the audited financial statements of <strong>G4S</strong> plc <strong>and</strong> the consolidated<br />

financial statements of that company <strong>and</strong> its subsidiaries, associated<br />

undertakings <strong>and</strong> joint ventures (“the group”) for the year ended<br />

31 December <strong>2011</strong>.<br />

<strong>G4S</strong> plc has its primary listing on the London Stock Exchange <strong>and</strong> a<br />

secondary listing on the NASDAQ OMX exchange in Copenhagen.<br />

1 Principal activities of the group<br />

<strong>G4S</strong> plc is a parent company with subsidiaries, associated undertakings <strong>and</strong><br />

joint ventures.<br />

The principal activities of the group comprise the provision of secure<br />

solutions (including manned security services, care <strong>and</strong> justice services<br />

<strong>and</strong> security systems) <strong>and</strong> cash solutions (including the management <strong>and</strong><br />

transportation of cash <strong>and</strong> valuables) as well as the undertaking of other<br />

outsourced business processes in sectors where security <strong>and</strong> safety risks are<br />

considered a strategic threat.<br />

2 Group results<br />

The consolidated result for the year is shown in the consolidated income<br />

statement on page 73.<br />

Details of the development <strong>and</strong> performance of the group’s business during<br />

the year, its position at the year end, future developments, principal risks<br />

<strong>and</strong> uncertainties <strong>and</strong> prospects of the group <strong>and</strong> other information which<br />

fulfils the requirements of the Business Review are contained on pages 8<br />

to 43 <strong>and</strong> are incorporated in this report by reference. The Corporate<br />

Governance Statement set out on pages 57 to 61 is also incorporated in this<br />

report by reference. The group’s financial risk management objectives <strong>and</strong><br />

policies in relation to its use of financial instruments, <strong>and</strong> its exposure to<br />

price, credit, liquidity <strong>and</strong> cash-flow risk, to the extent material, are set out<br />

in note 33 to the consolidated financial statements on pages 107 to 109.<br />

3 Dividends<br />

The directors propose the following net dividend for the year:<br />

uu<br />

Interim dividend of 3.42p (DKK 0.2928) per share paid on 14 October <strong>2011</strong>.<br />

uu<br />

Final dividend of 5.11p (DKK 0.4544) per share payable on 15 June 2012.<br />

Shareholders on the Danish VP register will receive their dividends in<br />

Danish kroner. Shareholders who hold their shares through CREST or in<br />

certificated form will receive their dividends in sterling unless they prefer<br />

to receive Danish kroner, in which case they should apply in writing to the<br />

Registrars by no later than 9 May 2012.<br />

4 Significant business acquisitions, disposals <strong>and</strong><br />

developments<br />

In January <strong>2011</strong>, Munt Centrale Holl<strong>and</strong> B.V. was acquired in the<br />

Netherl<strong>and</strong>s.<br />

In March <strong>2011</strong>, House Arrest Solutions (US), was acquired in the US.<br />

In March <strong>2011</strong>, <strong>G4S</strong> Secure Solutions (UK) Limited was appointed as<br />

the official security service provider for the London 2012 Olympic &<br />

Paralympic Games.<br />

In April <strong>2011</strong>, the Cotswold Group Limited, was acquired in the UK.<br />

In April <strong>2011</strong>, Broomco (4233) Limited, the owner of Guidance Limited, was<br />

acquired in the UK.<br />

In May <strong>2011</strong>, 80% of Detcon SA, was acquired in Argentina.<br />

In June <strong>2011</strong>, EBC Ingenieria S.A. was acquired in Colombia.<br />

In July <strong>2011</strong>, AMS (Irel<strong>and</strong>) Ltd was acquired in Irel<strong>and</strong>.<br />

In August <strong>2011</strong>, 75% of Seguridad EBV S.A. was acquired in Chile.<br />

In September <strong>2011</strong>, GDJS Security Limited was acquired in Irel<strong>and</strong>.<br />

In October <strong>2011</strong>, <strong>G4S</strong> plc published a prospectus <strong>and</strong> circular relating to the<br />

proposed acquisition of ISS A/S.<br />

In November <strong>2011</strong>, <strong>G4S</strong> plc terminated its agreement to acquire ISS A/S.<br />

In December <strong>2011</strong>, <strong>G4S</strong>’s 50% share of STC (Milton Keynes) Holdings<br />

Limited was disposed of in the UK.<br />

In December <strong>2011</strong>, the group’s home alarms business was disposed of in<br />

Norway.<br />

In December <strong>2011</strong>, a facilities services company was acquired in Brazil.<br />

In December <strong>2011</strong>, the business <strong>and</strong> assets of Chubb Emergency Response<br />

were acquired in the UK.<br />

In January 2012, Controll-Zona Kft <strong>and</strong> Secret Or Kft were acquired in<br />

Hungary.<br />

In February 2012, <strong>G4S</strong> Cash Solutions (Sverige) AB was disposed of in<br />

Sweden.<br />

5 Capital<br />

The issued share capital of <strong>G4S</strong> plc at 31 December <strong>2011</strong> is set out on page<br />

118 (note 37 to the consolidated financial statements). There were<br />

1,410,668,639 shares in issue as at 12 March 2012.<br />

Resolutions granting the directors power, subject to certain conditions, to<br />

allot <strong>and</strong> make market purchases of the company’s shares will be proposed<br />

at the company’s annual general meeting. The resolutions are set out in<br />

the Notice of Meeting on pages 133 to 135 <strong>and</strong> further explanation is<br />

provided on pages 136 <strong>and</strong> 137. At 31 December <strong>2011</strong> the directors had<br />

authority in accordance with a resolution passed at the company’s <strong>Annual</strong><br />

General Meeting held on 19 May <strong>2011</strong> to make market purchases of up to<br />

141,060,000 of the company’s shares.<br />

The company does not hold any treasury shares as such. However the<br />

6,265,571 shares held within the <strong>G4S</strong> Employee Benefit Trust (“the Trust”)<br />

<strong>and</strong> referred to on page 118 (note 38 to the consolidated financial<br />

statement) are accounted for as treasury shares. The Trust has waived its<br />

right to receive dividends in respect of the company’s shares which it held<br />

during the period under review.<br />

54<br />

<strong>G4S</strong> plc<br />

<strong>Annual</strong> <strong>Report</strong> <strong>and</strong> <strong>Accounts</strong> <strong>2011</strong>

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