2568.11 kb - Compass Group

25 Compass Group PLC Annual Report 2007Voting at general meetingsAny form of proxy sent by the Company toshareholders in relation to any generalmeeting must be delivered to the Company,whether in written form or in electronic form,not less than 48 hours before the timeappointed for holding the meeting oradjourned meeting at which the personnamed in the appointment proposes to vote.No shareholder is, unless the Board decideotherwise, entitled to attend or vote eitherpersonally or by proxy at a general meeting orto exercise any other right conferred by beinga shareholder if he or any person with aninterest in shares has been sent a notice undersection 793 of the Companies Act 2006(which confers upon public companies thepower to require information with respect tointerests in their voting shares) and he or anyinterested person failed to supply theCompany with the information requestedwithin 14 days after delivery of that notice.The Board may also decide that no dividendis payable in respect of those default sharesand that no transfer of any default shares shallbe registered.These restrictions end seven days after receiptby the Company of a notice of an approvedtransfer of the shares or all the informationrequired by the relevant section 793 notice,whichever is the earlier.Transfers of sharesThe Board may refuse to register a transferof a certificated share which is not fully paid,provided that the refusal does not preventdealings in shares in the Company fromtaking place on an open and proper basis.The Board may also refuse to register atransfer of a certificated share unless (i) theinstrument of transfer is lodged, duly stamped(if stampable), at the registered office of theCompany or any other place decided by theBoard accompanied by the certificate for theshare to which it relates and such otherevidence as the Board may reasonably requireto show the right of the transferor to make thetransfer, (ii) is in respect of only one class ofshares, and (iii) is in favour of not more thanfour transferees.Transfers of uncertificated shares must becarried out using CREST and the Board canrefuse to register a transfer of an uncertificatedshare in accordance with the regulationsgoverning the operation of CREST.The Board may decide to suspend theregistration of transfers, for up to 30 days ayear, by closing the register of shareholders.The Board cannot suspend the registration oftransfers of any uncertificated shares withoutgaining consent from CREST. There are noother limitations on the holding of ordinaryshares in the Company.Variation of rightsIf at any time the capital of the Company isdivided into different classes of shares, thespecial rights attaching to any class may bevaried or revoked either:(i) with the written consent of the holders ofat least 75% in nominal value of the issuedshares of the class; or(ii)with the sanction of an extraordinaryresolution passed at a separate generalmeeting of the holders of the sharesof the class.The Company can issue new shares andattach any rights to them. If there is norestriction by special rights attaching toexisting shares, rights attaching to new sharescan take priority over the rights of existingshares, or the new shares and the existingshares can rank equally, or the existing sharescan take priority, but the rights of existingshares are deemed to be varied (unless therights expressly allow it) by a reduction ofpaid up capital or if another share of thatsame class is issued and ranks in priority forpayment of dividend or in respect of capitalor more favourable voting rights.Repurchase of sharesOn 12 May 2007, the Company announcedthat its £500 million on-market share buybackprogramme, begun in June 2006, wouldbe extended by a further £500 millionutilising some of the proceeds arising fromthe sale of the Selecta vending business. It isanticipated that the programme will completeover the next six months. During the yearended 30 September 2007 181,407,434ordinary shares of 10 pence each of theCompany (representing 8.64% of theordinary shares in issue on 1 October 2006)were purchased and cancelled for aconsideration of £575 million (includingexpenses). A further 34 million ordinaryshares of 10 pence each (representing1.75% of the ordinary shares in issue on1 October 2007) have been purchased fora consideration of £105 million (beforeexpenses) and cancelled since the end ofthe financial year to the date of this report.Resolution 13 set out in the Notice ofMeeting will be proposed as a SpecialResolution to renew the directors’ limitedauthority last granted in 2007 to repurchaseordinary shares in the market. The authoritysets the minimum and maximum prices whichmay be paid and it will be limited to amaximum of 10% of the Company’s issuedordinary share capital at the date of thisreport. This authority will enable yourdirectors to continue with the £500 millionshare buy-back programme announced on9 April 2006 and which was subsequentlyextended on 12 May 2007 to £1 billion.Furthermore, this authority will enable yourdirectors to continue to respond promptlyshould circumstances arise in which theyconsider such a purchase would result in anincrease in earnings per share and would bein the best interests of the Company.Any purchases of ordinary shares will beby means of market purchases through theLondon Stock Exchange and any sharesso purchased may be cancelled or may beplaced into treasury in accordance with theCompanies (Acquisition of Own Shares)(Treasury Shares) Regulations 2003. TheCompany currently holds no shares intreasury but the Regulations allow sharesrepurchased by the Company to be held astreasury shares that may be subsequentlycancelled, sold for cash or used for thepurpose of employee share schemes.The directors consider it desirable for thesegeneral authorisations to be available toprovide flexibility in the management ofthe Company’s capital resources.Issue of sharesThe directors propose in Resolution 11 setout in the Notice of Meeting to renew theauthority granted to them at the AnnualGeneral Meeting held in 2007 to allot equityshares up to an aggregate nominal value of£63,100,000 (representing approximatelyone-third of the ordinary shares issued at thedate of this report) (the ‘section 80 authority’).If approved at the forthcoming AnnualGeneral Meeting, the authority will expire nolater than 15 months from the date on whichthe resolution is passed, or at the conclusionof the Annual General Meeting to be held in2009, whichever is the sooner.