AGM Information • Jun 15, 2011
AGM Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you should immediately consult a stockbroker, solicitor, accountant or other independent fi nancial adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all your shares in Land Securities Group PLC, please hand this document and the accompanying form of proxy to the purchaser or transferee, or to the stockbroker through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Land Securities Group PLC 5 Strand, London WC2N 5AF www.landsecurities.com Registered in England and Wales: No. 4369054
15 June 2011
Dear Shareholder,
I have pleasure in inviting you to the Company's Annual General Meeting (AGM) to be held at 11.00am on Thursday, 21 July 2011 at The Sainsbury Wing Theatre, The National Gallery, Trafalgar Square, London WC2N 5DN. Tea and coffee will be served beforehand from 10.15am and a light lunch will be provided after the meeting. A map showing the location of The Sainsbury Wing appears on the Attendance Card.
You will fi nd enclosed with this letter your Notice of Meeting, your Form of Proxy and Attendance Card. The Annual Report and Notice of Meeting are now available on our website www.landsecurities.com.
Your participation at the AGM is important. If you are unable to attend, I would urge you to complete your Form of Proxy and return it as soon as possible but not later than 11.00am on Tuesday, 19 July 2011. Please note that if you complete and return the Form of Proxy, you may still attend, speak and vote at the meeting in person.
We will once again take all Resolutions on a poll vote. On a poll, each shareholder has one vote for every share held. Your directors believe that this improves the fairness of the voting process since it allows all shareholders to have their votes counted whether or not they are able to attend the meeting. The results of the voting will be posted on the Company's website after the meeting and notifi ed to the London Stock Exchange.
There are 22 Resolutions this year. Explanatory notes for each resolution are contained in Part II. Shareholders should note that all directors are putting themselves forward for re-election this year with the exception of Bo Lerenius and Sir Christopher Bland, who will retire at the end of the meeting.
Your directors consider the Resolutions proposed to be in the best interests of shareholders and unanimously recommend shareholders to vote in favour of them all, as they intend to do in respect of their own shareholdings.
The other directors and I look forward to seeing as many of you as possible at the meeting and thank you for your continued support.
Yours sincerely,
Alison Carnwath Chairman
Land Securities Group PLC 5 Strand, London WC2N 5AF
www.landsecurities.com Registered in England and Wales: No. 4369054
Notice is given that the 2011 Annual General Meeting of Land Securities Group PLC will be held at The Sainsbury Wing Theatre, The National Gallery, London WC2N 5DN on Thursday, 21 July 2011 at 11.00am, to consider the following business:
Resolutions 1 to 18 will be proposed as Ordinary Resolutions. Resolutions 19 to 22 will be proposed as Special Resolutions.
| Resolution 1 | – | To receive and adopt the Directors' Report and the Financial Statements for the year ended 31 March 2011. |
|---|---|---|
| Resolution 2 | – | To declare a Final Dividend for the year ended 31 March 2011 of 7.2 pence per share. |
| Resolution 3 | – | To receive and if thought fi t, approve the Directors' Remuneration Report for the year ended 31 March 2011. |
| Resolution 4 | – | To re-elect Alison Carnwath as a director. |
| Resolution 5 | – | To re-elect Francis Salway as a director. |
| Resolution 6 | – | To re-elect Martin Greenslade as a director. |
| Resolution 7 | – | To re-elect Richard Akers as a director. |
| Resolution 8 | – | To re-elect Robert Noel as a director. |
| Resolution 9 | – | To re-elect Sir Stuart Rose as a director. |
| Resolution 10 | – | To re-elect Kevin O'Byrne as a director. |
| Resolution 11 | – | To re-elect David Rough as a director. |
| Resolution 12 | – | To re-elect Christopher Bartram as a director. |
| Resolution 13 | – | To elect Simon Palley, who has been appointed as a director by the Board since the last Annual General Meeting, as a director. |
| Resolution 14 | – | To re-appoint PricewaterhouseCoopers LLP as auditors of the Company until the conclusion of the next general meeting at which accounts are laid before the Company. |
| Resolution 15 | – | To authorise the directors to determine the remuneration of the auditors. |
and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter,
such authorities to expire on the earlier of the next Annual General Meeting or on the close of business on 20 October 2012 but, in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or subscription or conversion rights to be granted after the authority ends and the directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.
This authority shall commence on the date of this Resolution and expire on the fi rst anniversary of the passing of this Resolution. For the purposes of this Resolution 'political' donations, 'political organisations' and 'political expenditure' shall have the meanings given to them in sections 363 to 365 of the 2006 Act.
and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
(ii) in the case of the authority granted under paragraph (i) of resolution 16 and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than under paragraph (i) above) of equity securities or sale of treasury shares up to a nominal amount of £3,863,824.
This authority shall expire on the earlier of the next Annual General Meeting or on the close of business on 20 October 2012 whichever is earlier, but so that the Company may make offers and enter into agreements during this period which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.
This authority shall expire on the earlier of the next Annual General Meeting or on the close of business on 20 October 2012, except that the Company shall be entitled, at any time prior to the expiry of this authority, to make a contract of purchase which would or might be executed wholly or partly after such expiry and to purchase ordinary shares in accordance with such contract as if the authority conferred had not expired.
By order of the Board,
Adrian de Souza Group General Counsel and Company Secretary
15 June 2011
Registered Offi ce: 5 Strand, London WC2N 5AF Registered in England and Wales No: 4369054
For each fi nancial year, the directors must present their Directors' Report, the audited Financial Statements and the Independent Auditors' reports to shareholders at a general meeting.
This resolution seeks shareholder approval for a Final Dividend of 7.2 pence per share for the year ended 31 March 2011, which is recommended by your Board. If approved, the Final Dividend will be paid on 28 July 2011 to those shareholders on the register at the close of business on 24 June 2011.
This resolution seeks shareholder approval for the Directors' Remuneration Report, which can be found on pages 76 to 87 of the 2011 Annual Report.
These resolutions seek the election and re-election of directors. Each of the directors standing for election and re-election has undergone a performance evaluation and has demonstrated that he or she remains committed to the role and continues to be an effective and valuable member of the Board. Biographical details can be found on pages 60 and 61 of the 2011 Annual Report.
The appointment of PricewaterhouseCoopers LLP as auditors of the Company expires at the conclusion of the AGM. They have indicated their willingness to stand for re-appointment as auditors of the Company until the conclusion of the AGM in 2012. After a thorough review of their performance, the directors recommend their re-appointment and seek authority to fi x their remuneration.
The 2006 Act provides that the directors of a company may allot shares only if authorised to do so by the shareholders in general meeting. The aggregate nominal value which can be allotted under the authority set out in paragraph (i) is limited to £25,758,832 (representing 257,588,320 ordinary shares of 10 pence each) which is approximately one-third of the issued ordinary share capital (excluding treasury shares) of the Company at 14 June 2011 (being the latest practicable date before publication of this notice). In line with guidance issued by the Association of British Insurers ("ABI"), the authority in paragraph (ii) will allow the Directors to allot shares, or to grant rights to subscribe for or convert any security into shares, only in connection with a fully preemptive rights issue, up to a further nominal value of £25,758,832 (representing 257,588,320 ordinary shares). This amount (together with the authority provided under (i)) represents approximately two-thirds of the issued ordinary share capital (excluding treasury shares) of the Company as at 14 June 2011. The authorities will expire at the end of the next AGM of the Company or, if earlier, the close of business on 20 October 2012.
The directors currently have no intention of issuing new shares, or of granting rights to subscribe for or to convert any security into shares, except in relation to the Company's scrip dividend scheme and in connection with the Company's employee share schemes.
As at 14 June 2011, the Company held 5,896,000 ordinary shares in treasury, representing approximately 0.76% of the total ordinary share capital in issue (excluding treasury shares).
The 2006 Act requires companies to obtain shareholder consent before they can make donations to a political party, other political organisation or an independent election candidate, or incur any political expenditure. The defi nition of political donations used in the 2006 Act is very broad and as a result could inadvertently catch legitimate activities, such as policy review, law reform, the representation of the business community and special interest groups such as those concerned with the environment that the Group may wish to support. These activities are not designed to support any political party nor to infl uence public support for a particular party. The Company's policy is not to make donations to any political parties or for any political purpose. The authority being sought is a precautionary measure to ensure the Company and its subsidiaries do not inadvertently breach the 2006 Act. No payments have ever been made by the Company under similar authorities granted by shareholders in the past.
The Company currently offers holders of ordinary shares the right on an ongoing basis to elect to receive ordinary shares, credited as fully paid, instead of cash in respect of the whole or some part, as determined by the directors, of any dividend declared. The Current Articles and the New Articles allow the Company to offer this right of election to shareholders, as long as it is authorised by an ordinary resolution of the Company.
This Resolution refreshes the authority granted in the general meeting in December 2009, which gave the Directors authority to offer Scrip Dividends to holders of ordinary shares and to capitalise a corresponding amount out of the Company's reserves or profi t and loss account to facilitate the issue of ordinary shares pursuant to the elections made. To the extent it is able to do so, the Company may also use ordinary shares held in treasury to satisfy elections. The authorisation set out in this Resolution will be effective up to the earlier of 20 July 2016 or the commencement of the fi fth Annual General Meeting of the Company following this Annual General Meeting. Details of how the Scrip Dividend Scheme operates and how you may elect to receive shares rather than a cash dividend is set out in the updated explanatory booklet which is available on the Company's website at www.landsecurities.com or by contacting our Registrar, Equiniti.
Terms of the Scrip Dividend Scheme have been amended since the granting of the previous authority in December 2009 as a result of changes in legislation. Following changes in tax law since March 2010, scrip dividends paid by a Real Estate Investment Trust (a "REIT") such as Land Securities can now be declared as a Property Income Distribution (a "PID") or as a non-PID or a combination of the two. The terms and conditions of the Scrip Dividend Scheme have been amended accordingly and are available for review on the Company's website at www.landsecurities.com.
The terms and conditions have also been amended to permit the directors to alter the scrip dividend timetable. The new terms and conditions provide that the Directors may require shareholders to elect to receive the scrip alternative before the scrip calculation price for a particular dividend is determined. Currently, (including for the Final Dividend for the year ended 31 March 2011 proposed under Resolution 2) the scrip election date is set after the announcement of the scrip calculation price and allows shareholders to elect once they are in receipt of the scrip calculation price. For future dividends where a scrip alternative is offered, (i.e. for dividends following the Final Dividend proposed under Resolution 2) the directors may decide that an election will have to be received no later than the fi fth working day (excluding weekends and bank holidays) after the Record Date to be eligible for that particular dividend. If this date was used, this would mean that shareholders would not know the scrip calculation price when they made their election.
The rationale for the change is set out in the following paragraph.
One of the reasons for introducing the Scrip Dividend Scheme in 2009 was to offer shareholders the ability to receive Scrip Dividends in a non-PID form. Non-PID dividends do not require the Company to deduct withholding tax prior to payment and have certain tax advantages for some shareholders. The Company's capacity to offer non-PID dividends is limited by the requirement for REITs to pay out 90% of their exempt profi ts as a PID dividend. The Company has noticed considerable volatility around dividends, with some shareholders appearing to elect for Scrip Dividends based on upward movements in the share price after the scrip calculation price is set, rather than for the benefi ts set out above. In doing so, these shareholders are likely to receive shares with a market value higher than the cash dividend they would otherwise have received. The changes are intended to reduce the prevalence of this by giving directors the power to require shareholders to elect to receive a Scrip Dividend prior to the Company announcing the scrip calculation price. The changes are intended to prolong the ability of the Company to make the non-PID Scrip Dividend Alternative going forward.
As set out in the terms and conditions, a shareholder's entitlement to shares issued pursuant to the Scrip Dividend Scheme will be calculated by taking the amount of the cash dividend to which they are entitled, plus any residual cash balance (as referred to below) held in respect of that shareholder resulting from any previous dividend, and dividing it by the scrip calculation price. The scrip calculation price for each dividend will be the average of the closing middle market quotations for an ordinary share of the Company for the fi ve consecutive business days commencing on a date to be determined by the directors. This date will be no earlier than the ex-dividend date and may commence on the working day following the record date. The scrip calculation price will then be announced to shareholders via a Regulatory Information Service and published on the Company's website at www.landsecurities.com.
When calculating a shareholder's entitlement to shares, it is possible that this will not give rise to an exact number of shares. As fractions of shares will not be issued under the Scrip Dividend Scheme, a shareholder's entitlement to the cash value of these fractions at the scrip calculation price (the "cash balance") will be retained by the Company (without interest) for the benefi t of the relevant shareholder and carried forward and included in the calculation for that shareholder's entitlement to the next scrip dividend alternative. Any cash balance arising for any shareholder holding in CREST will not be retained and will be paid to that shareholder on payment of the relevant dividend.
Shareholders may cancel any mandate given by them at any time by writing to the Company's registrars, Equiniti. If this resolution is passed then, going forward, for a cancellation instruction to be effective for a particular dividend, it must be received no later than the Scrip Election Date, as advised for that particular dividend. Instructions will be regarded as cancelled in respect of any shares which a shareholder sells or otherwise transfers, with effect from registration of the relevant share transfer.
When future dividends are announced, the Company will advise whether the Scrip Dividend Scheme applies and the relevant dates. The Company has the discretion to cancel the Scrip Dividend Scheme but it is the directors' current intention to offer a scrip dividend alternative on a regular basis. The operation of the Scrip Dividend Scheme is always subject to the directors' decision to offer a scrip dividend alternative in respect of any particular dividend.
Shareholders should read the terms and conditions for the Scrip Dividend Scheme, which are available on www.landsecurities.com or from the Registrar, Equiniti, if they wish to participate in the scheme.
There may be circumstances when it is in the interests of the Company to be able to allot new shares for cash or sell shares held in treasury for cash without fi rst offering them to existing shareholders in proportion to their existing shareholding. The authority given by paragraph (i) of Resolution 19 will, in relation to pre-emptive offers and offers to holders of ordinary shares or other equity securities if required by the rights of those shares or as the board otherwise considers necessary, empower the Directors to make such exclusions or other arrangements as they may deem necessary or expedient in relation to treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any recognised regulatory body or any stock exchange or otherwise. Paragraph (ii) of Resolution 19 authorises the directors to allot ordinary shares or sell shares held in treasury for cash without fi rst offering them to existing shareholders otherwise than on a pre-emptive basis but limits such allotment or sale to a maximum aggregate nominal value of £3,863,824 which is equivalent to approximately 5% of the Company's issued ordinary share capital (excluding treasury shares) as at 14 June 2011 (being the latest practicable date before publication of this Notice).
The directors have no present intention of issuing new shares other than pursuant to employee share schemes and under the Company's Scrip Dividend Scheme. However, the authority gives the directors the fl exibility to take advantage of business opportunities as they arise. If the authorities as set out above are exercised, the directors intend to follow the Pre-Emption Group's Statement of Principles including not to allot shares for cash on a non pre-emptive basis (other than pursuant to a rights issue or pre-emptive offer) in excess of an amount equal to 7.5% of the total issued ordinary share capital of the Company within a rolling 3-year period without prior consultation with shareholders.
The Board seeks authority to purchase up to 10 per cent. of the Company's issued ordinary shares (excluding any treasury shares), should market conditions and price justify such action. The Company did not purchase any shares during the 2010/11 fi nancial year. The directors have no present intention of exercising the authority to make market purchases, and the directors would only intend to use this authority to make such purchases if to do so could be expected to lead to an increase in net asset value per share for the remaining shareholders and would be in the best interests of shareholders generally having due regard to appropriate gearing levels, alternative investment opportunities and the overall fi nancial position of the Group.
The minimum price, exclusive of expenses, which may be paid for an ordinary share, is 10 pence. The maximum price, exclusive of expenses, which may be paid for an ordinary share is the highest of (i) an amount equal to 5% above the average market value for an ordinary share for the fi ve business days immediately preceding the date of the purchase and (ii) the higher of the price of the last independent trade and the highest current independent bid on the exchange where the purchase is carried out.
Repurchased shares may be held as treasury shares by the Company. As at 14 June 2011, employee share options were outstanding over 4,655,819 ordinary shares, representing approximately 0.60% of the Company's issued ordinary share capital (excluding treasury shares). If the proposed market purchase authority given at the 2010 AGM and under Resolution 20 were used in full, these would represent approximately 0.74% of the Company's issued ordinary share capital (excluding treasury shares at that date).
The regulation implementing the Shareholder Rights Directive has increased the notice period for general meetings of the Company to 21 days, unless shareholders approve a shorter notice period, which cannot be less than 14 clear days. The Company is currently able to call general meetings (other than an AGM) on 14 clear days' notice and would like to preserve this ability. In order to be able to do so, shareholders must have approved the facility and the Company must meet any requirements as to electronic voting which the Shareholder Rights Directive may impose beyond the Company's existing arrangements. The Company already provides the ability to appoint proxies electronically through the website www.sharevote.co.uk. The shorter notice period would not be used as a matter of routine for such meetings, but only in exceptional circumstances where the fl exibility is merited by the business of the meeting and is thought to be in the interests of shareholders as a whole. The approval under Resolution 21 will be effective until the Company's next AGM.
This resolution proposes to adopt new articles of association (the "New Articles") in order to update the Company's current articles of association (the "Current Articles"). The changes are designed to ensure that the Company's articles of association refl ect current practice appropriate for a listed company. Articles which replicate provisions contained in the 2006 Act are in the main to be removed from the New Articles (where they have not previously been removed) as have sections that relate to historic classes of shares which are no longer in issue. This is in line with the approach advocated by HM Government that statutory provisions should not be duplicated in a company's constitution. In some cases statutory provisions are being retained for the purposes of clarity, but updated to ensure they are consistent with current legislation. The New Articles are available for inspection, as noted on page 15 of this document.
The Current Articles provide that the board may refuse to register a transfer of any certifi cated share made in favour of any infant, a person in respect of whom a receiving or adjudicating order in bankruptcy has been made which remains undischarged, or a person who is a patient within the meaning of the Mental Health Act 1983. This is not provided for in the New Articles as it is not consistent with the requirement under the United Kingdom Listing Authority's Listing Rules for listed securities to be freely transferable.
Where any person is entitled in law to a certifi cated share by transmission, for example following the death of a shareholder, the New Articles provide that the Board shall arrange for the entitlement to be noted on the Register of Members within two months. There is no time limit provided in the Current Articles.
The Current Articles provide that the Board may require any person entitled by transmission to a share to elect either to be registered himself or to transfer the share, and if the requirements are not complied with within 60 days of being issued that person shall be deemed to have elected to be registered as a member and may be registered accordingly. In the New Articles, if the requirements are not complied with within 60 days, the board may withhold payments of all dividends and other moneys payable in respect of the share until the requirements have been complied with.
The Current Articles provide that the Company may (i) issue warrants with respect to its fully paid up shares or (ii) convert all or any of its fully paid up shares into stock and vice versa. The New Articles do not contain such provisions as, subject to the Company otherwise being appropriately authorised or otherwise permitted to do so, it is not necessary for the articles of association to also include these provisions.
The New Articles include provision for the Board to deal with fractions of a share, which may arise for example on a capital reorganisation, as it thinks fi t, including by aggregating and selling them.
The New Articles provide that, in line with section 313 of the 2006 Act, the accidental omission to give any notice of a meeting to (or the non-receipt by) any person entitled to receive such notice shall not invalidate the proceedings at that meeting.
Unlike the Current Articles, the New Articles provide that the Board may postpone or move the general meeting to another date, time and/or place, if it considers that it is impractical or undesirable for any reason to hold a general meeting on that date, at that time or in that place. The Board shall take reasonable steps to ensure that notice of the rearranged meeting is given to any member trying to attend the meeting at the original time and place.
The Current Articles state that the quorum at general meetings is three persons present either in person or by proxy. In line with section 318 of the 2006 Act, the New Articles provide that the quorum at general meetings is two persons present either in person or by proxy.
The Current Articles provide that a poll may be demanded by not less than three members present and entitled to vote at a general meeting. In line with the 2006 Act, the New Articles provide that a poll may be demanded by at least fi ve persons present and entitled to vote on the resolution in question.
The New Articles provide that if a member appoints more than one proxy and the forms appointing those proxies seek to grant more votes than the member is entitled to cast, then each of those proxy forms will be invalid and none of the proxies will be entitled to attend, speak or vote at the relevant general meeting.
The New Articles provide that no amendments may be made to a resolution proposed as a special resolution and that amendments proposed to an ordinary resolution may not be considered or voted on unless either at least two working days' notice has been received by the Company or otherwise with the Chairman's consent. The provision is considered standard market practice for listed companies and will help ensure the orderly conduct of general meetings.
The Current Articles state that the Company may appoint someone to execute an instrument of transfer (as transferor) to give effect to any sale in respect of a share belonging to an untraced shareholder (an untraced shareholder being a shareholder who has not claimed dividends for twelve years), and that the net proceeds of such sale are a permanent debt of the Company. In order to provide a sensible cut-off point in respect of the holding of the sale proceeds, the New Articles provide that, if no valid claim has been made within six years from the date of sale, the money will be forfeited and belong to the Company.
Under the Current Articles, the maximum amount in total that could be paid to directors (other than Executive Directors) is limited to £500,000, subject to indexation commencing from 1991. It is proposed to increase this to a fi xed amount of £1,750,000. Any increase in this amount in future would then be subject to the approval of shareholders in general meeting.
Ordinary shareholders have the right to attend, speak and vote at the AGM by signing the Attendance Card, bringing it along to the meeting on Thursday, 21 July 2011 at 11.00am and handing it in on arrival. If you do not have an Attendance Card and believe that you should have one, please contact Equiniti on 0871 384 2128. (Calls to this number cost 8p per minute from a BT landline, other provider's costs may vary, lines open 8.30am to 5.30pm, Monday to Friday.) Equiniti's overseas helpline number is +44 121 415 7049.
Only those shareholders registered in the register of members of the Company at 6.00pm on 19 July 2011 shall be entitled to attend or vote at the AGM in respect of the number of shares registered in their name at that time. If the meeting is adjourned, the Company specifi es that only shareholders entered on the Company's register of members not later than 6.00pm on the day, two days prior to the reconvened meeting shall be entitled to attend and vote at the meeting. Changes to the register of members after the relevant deadline should be disregarded in determining the rights of any person to attend and vote.
Any shareholder attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (i) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confi dential information, (ii) the answer has already been given on a website in the form of an answer to a question, or (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
Members are entitled to appoint one or more proxies to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A proxy need not be a member of the Company.
A Form of Proxy which may be used to make such appointment and give proxy instructions accompanies this Notice of Meeting. If you do not have a Form of Proxy and believe that you should have one, or if you require additional forms, please contact Equiniti on 0871 384 2128. (Calls to this number cost 8p per minute from a BT landline, other provider's costs may vary, lines open 8.30am to 5.30pm, Monday to Friday.) Equiniti's overseas helpline number is +44 121 415 7049. You can only appoint a proxy using the procedures set out in these notes and the notes to the Form of Proxy.
A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. To do this, that shareholder must complete a separate Form of Proxy for each proxy. Shareholders can copy their original Form of Proxy, or additional Form of Proxies can be obtained from Equiniti. A shareholder appointing more than one proxy should indicate the number of shares for which each proxy is authorised to act on his or her behalf.
To be valid any Form of Proxy must be received by hand, during normal business hours only, or by post at Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6RD, no later than 11.00am on Tuesday 19 July 2011.
Shareholders who prefer to register the appointment of their proxy electronically via the internet can do so through the Equiniti website www.sharevote.co.uk where full instructions on the procedure are given. The Reference Number, Card ID and Account number printed on the Form of Proxy will be required to use this electronic proxy appointment system. Alternatively, shareholders who have already registered with Equiniti Registrars' online portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio at www.shareview.co.uk/myportfolio and clicking on 'Company Meetings'.
A proxy appointment made electronically will not be valid if sent to any address other than those provided or if received after 11.00am on 19 July 2011. Please note that any electronic communication found to contain a computer virus will not be accepted.
You may not use any electronic address provided either in this Notice of Meeting or any related documents (including the Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.
The return of a completed Form of Proxy, other such instrument or any CREST Proxy Instruction will not prevent a member attending the AGM and voting in person if he/she wishes to do so.
Any person to whom this notice is sent who is a person nominated under section 146 of the 2006 Act to enjoy information rights (a "Nominated Person") may, under an agreement between him/ her and the member by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. 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 member as to the exercise of voting rights.
The statement of the rights of shareholders in relation to the appointment of proxies above does not apply to Nominated Persons. The rights described in those paragraphs can only be exercised by shareholders of the Company.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM to be held on 21 July 2011 and any adjournment(s) thereof by using the procedures described in the CREST Manual which can be viewed at www.euroclear.com/CREST. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifi cations and must contain the information required for such instructions, as described in the CREST Manual available via www.euroclear.com/CREST. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID 7RA01) by the latest time(s) for receipt of proxy appointments specifi ed in the notice of meeting.
For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that there are no special procedures in CREST for any particular messages. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertifi cated Securities Regulations 2001.
Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
Under section 527 of the 2006 Act shareholders meeting the threshold requirements set out in that section have the right to require the company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold offi ce since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the 2006 Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the 2006 Act. Where the Company is required to place a statement on a website under section 527 of the 2006 Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the 2006 Act to publish on a website.
As at 14 June 2011 (being the last practicable date prior to the publication of this Notice) the Company's issued share capital consisted of 778,660,971 ordinary shares carrying one vote each including 5,896,000 shares held in Treasury. Therefore the total voting rights in the Company as at 14 June 2011 were 772,764,971.
A copy of the Current Articles and the proposed New Articles of Association of the Company under Resolution 22 and the Scrip Dividend Terms and Conditions (marked to show the changes being proposed) under Resolution 18 are available for inspection at the registered offi ce of the Company during normal business hours from the date of this notice and at the place of the meeting from 10.45am until its conclusion and is also available on the Company's website at www.landsecurities.com.
Copies of the Executive Directors' service contracts and letters of appointment of the Nonexecutive Directors of the Company will be available for at least 15 minutes prior to the meeting and during the meeting.
A copy of this notice, and other information required by s311A of the 2006 Act, can be found at www.landsecurities.com.
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