Pre-Annual General Meeting Information • Jun 20, 2025
Pre-Annual General Meeting Information
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This year's Annual General Meeting will be held at The King's Fund, No. 11 Cavendish Square, London W1G 0AN on Thursday, 24 July 2025 at 12.30pm ('AGM')
This Notice of Meeting sets out the resolutions that shareholders are being asked to consider and vote on at the AGM of Halma plc (the 'Company'). The Board recognises the importance of the AGM to our investors and all shareholders are urged to vote, whether or not you plan to attend.
Shareholders are encouraged to appoint the Chair of the meeting as their proxy. It is recommended that shareholders submit their Proxy Form as early as possible to ensure that their votes are counted at the AGM.
If you are unable to attend the AGM in person, you can vote on the resolutions put to shareholders either online or by post as follows:
Online: if you have accessed this Notice of Meeting electronically or wish to vote online, go to www.investorcentre.co.uk/eproxy and follow the instructions.
By post: if you have received the Annual Report and Accounts 2025 or a notification that it is available to be viewed on the Company's website, you will also have received a Proxy Form. Instructions on voting can be found on the Proxy Form.
Please note that a printed copy of the Annual Report and Accounts 2025 will only be sent to you if you have opted to receive paper copies of such documents or if you have recently acquired shares.
If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all your shares in the Company, you should send this document, together with the Proxy Form, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Otherwise you may now access the Annual Report and Accounts 2025 by visiting our website at www.halma.com.
The AGM will be held at The King's Fund, No. 11 Cavendish Square, London W1G 0AN, shown on the map below. The meeting will commence at 12.30pm with doors opening from 12.00 noon.
Shareholders are invited to submit any questions regarding the formal business of the AGM via email to [email protected]. Any questions received by 12.30pm on 22 July 2025 will be grouped thematically and responses published on our website prior to the AGM. Any questions received after this date will be addressed either at the AGM, on the Company's website or in private correspondence.
The results of voting on all resolutions at the AGM will be released via a Regulatory Information Service and published on the Company's website as soon as possible after the AGM.
Should it become necessary to revise the current arrangements for the AGM, the Company will communicate any such changes to shareholders through a Regulatory Information Service and through the Company's website at www.halma.com.
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Halma plc will be held at The King's Fund, No. 11 Cavendish Square, London W1G 0AN on Thursday, 24 July 2025 at 12.30pm for the following purposes.
To consider and, if thought fit, pass resolutions 1 to 18 as ordinary resolutions and resolutions 19 to 22 as special resolutions:
(as such terms are defined in Part 14 of the 2006 Act) during the period beginning on the date of the passing of this resolution and ending on the earlier of (i) the conclusion of the annual general meeting of the Company to be held in 2026 and (ii) 30 September 2026, provided that the aggregate amount of all political donations and political expenditure made or incurred under paragraphs a., b. and c. above shall not exceed £100,000 in total.
and that this power shall expire (unless previously renewed, revoked or varied by the Company in general meeting) when the authority conferred on the Directors in resolution 17 expires, save that the Company may make any offer or agreement before such expiry which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the Directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such offer or agreement as if the power conferred by this resolution had not expired.
and that this power shall expire (unless previously renewed, revoked or varied by the Company in general meeting) when the authority conferred on the Directors in resolution 17 expires, save that the Company may make any offer or agreement before such expiry which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the Directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such offer or agreement as if the power conferred by this resolution had not expired.
and the authority hereby conferred shall expire (unless such authority is renewed by the Company in general meeting prior to such time) on the earlier of (i) the conclusion of the annual general meeting of the Company to be held in 2026 and (ii) 30 September 2026, save that the Company may before such expiry enter into a contract for the purchase of ordinary shares which would or might be completed wholly or partly after such expiry and the Company may purchase ordinary shares pursuant to any such contract as if this authority had not expired.
The Directors believe that each resolution being put to the meeting is in the best interests of the Company and its shareholders as a whole and unanimously recommend that shareholders vote in favour of all resolutions, as they intend to do in respect of their own beneficial shareholdings in the Company.
By order of the Board
Company Secretary
12 June 2025
Registered office: Halma plc Misbourne Court, Rectory Way Amersham, Buckinghamshire HP7 0DE
Registered in England and Wales No. 40932
Resolutions 1 to 18 will be proposed as ordinary resolutions which require a simple majority of the votes to be cast in favour of each resolution to be passed. Resolutions 19 to 22 will be proposed as special resolutions which require at least 75% of the votes to be cast in favour of each resolution to be passed.
The Directors are required by the 2006 Act to present the audited accounts of the Company to shareholders at a general meeting, together with reports of the Directors (including the Strategic Report) and the Auditor (in this case for the year ended 31 March 2025). As a matter of best practice, these are put to shareholders for approval.
This resolution seeks authority for the Company to pay a final dividend of 14.12p per share to shareholders for the financial year ended 31 March 2025, as recommended by the Directors. If approved, the dividend will be paid on 15 August 2025 to shareholders on the Register of Members at the close of business on 11 July 2025.
The Company offers a Dividend Reinvestment Plan ('DRIP') to enable shareholders to elect to have their cash dividends reinvested in Halma plc shares. Shareholders who wish to opt for the DRIP for the forthcoming final dividend, but have not already done so, should return a DRIP mandate form to the Company's Registrar no later than 25 July 2025.
Section 439 of the 2006 Act requires that the Remuneration Report is put to a vote of shareholders at each general meeting at which accounts of the Company are presented. The Remuneration Report is set out on pages 123 to 142 of the Annual Report and Accounts 2025. In accordance with the 2006 Act, the vote on this resolution is advisory and no remuneration is conditional on this resolution being passed.
The Company's Articles of Association require, and the UK Corporate Governance Code recommends, that each Director retire at the Annual General Meeting and seek re‑election.
All of the Directors seeking re‑election have been subject to a performance evaluation. Based on that evaluation, it is considered that each Director continues to be effective and demonstrates the level of commitment required in connection with their role and the needs of the business. The appointment of Hudson La Force took place on 2 June 2025, and the appointment of Barbara Thoralfsson will, as previously announced, take effect on 16 June 2025. The Board, on the recommendation of the Nomination Committee, supports the election and re‑election of each of the Directors.
It is the Board's view that each Director's contribution is, and continues to be, important to the Company's long‑term sustainable success, as described in each Director's biography set out below.
Independent non-executive Director A N R
Appointed: June 2025
Career and experience: Hudson brings a wealth of industrial and international experience from his executive and non-executive positions, as well as his time in the public sector. He was formerly Chief Executive Officer at W.R. Grace & Co., from which he retired in 2021, having previously been Chief Operating Officer and Chief Financial Officer. Prior to W.R. Grace & Co., he was Chief Operating Officer and Senior Counsellor to the Secretary at the US Department of Education, and prior to that he served at Dell Technologies Inc, latterly as General Manager at Dell China.
Madison Industries, advisory board member Madison Air, non-executive director Filtration Group Corporation, non-executive director
Independent non-executive Director A N R
Career and experience: Barbara brings extensive international experience from her executive and non‑executive positions in public and private companies across numerous sectors, including industrial, telecommunications and technology. She is deeply passionate about sustainability, having founded Fleming Industrier AS, owner of the largest recycler of plastic waste in the Nordics. She has served as CEO of NETCOM SA, and her non-executive career spans 20 years and included Tandberg ASA, Telenor ASA, Electrolux AB, Cable & Wireless plc, Colart International Holdings and G4S plc.
SCA AB, non-executive director Hilti AG, non-executive director Essity AB, non executive director
A Audit Committee N Nomination Committee R Remuneration Committee Chair of Committee Member of Committee
Chair
Appointed: February 2021 (July 2021 as Chair)
Career and experience: Louise brings a wealth of leadership and international experience to the Board, having led businesses across multiple sectors. She was the Chief Executive Officer of BTG plc, the international specialist healthcare company, from 2004 to 2019. Louise led the transformation of the company through a combination of organic growth and acquisitions, and significantly increased its market capitalisation before its sale in 2019. She previously served as a non-executive Director of Premier Foods plc, Woodford Patient Capital Trust plc and Intertek Group plc, and as a director of several not-for-profit organisations.
Avantor Inc., non-executive director
Group Chief Executive
Appointed: July 2018 (April 2023 as Group Chief Executive)
Career and experience: Marc brings a proven ability to create sustainable value. He joined Halma in 2016 as Group Financial Controller and was promoted to the plc and Executive Board as Group CFO in July 2018 and was appointed Group Chief Executive in April 2023. He has played a vital role in evolving the Group's Sustainable Growth Model, purpose and culture, and has overseen a significant number of acquisitions while supporting Halma's companies to grow. Marc was previously the Finance Director of the UK operations of Wolseley plc and prior to that held various group and divisional roles at Inchcape plc.
Chief Financial Officer
Appointed: January 2016 (April 2025 as Chief Financial Officer)
Career and experience: Carole has extensive financial experience and has a strong focus on governance and risk. Carole was appointed Chief Financial Officer Designate in January 2025, having previously served as an independent non-executive Director from 2016 to 2025. Carole was Chief Financial and Commercial Officer of Forth Ports Limited until November 2024, prior to that she was Chief Financial
Officer at Aggreko plc and held a range of senior finance roles at BAE Systems plc, with four years in Australia. Carole commenced her career in the audit division of KPMG where she qualified as a Chartered Accountant.
RS Group plc, non-executive director
Chief Talent, Culture and Communications Executive
Appointed: September 2016
Career and experience: Jennifer has extensive international experience in talent development and building high performance culture. She joined the Halma Executive Board in March 2014 and has global responsibility for talent and culture as well as internal and external communications and brand across Halma. Prior to joining Halma as Group Talent Director, Jennifer spent over 15 years leading Human Resources, Talent and Organisational Development for divisions of PayPal, Bank of America and Honeywell. Jennifer is Chair of the Remuneration Committee at Diploma plc.
Diploma plc, non-executive director
Jo Harlow Senior Independent Director A N R
Appointed: October 2016 (August 2023 as Senior Independent Director)
Career and experience: Jo brings a wealth of expertise to the Board in digital, technology, sales and marketing. She has significant international experience, gained as Corporate Vice President of the Phones Business Unit at Microsoft and as Executive Vice President of Smart Devices at Nokia. Before her move into consumer electronics, Jo worked in strategic marketing at Reebok and Procter & Gamble. She is Chair of the Remuneration Committee, and member of the Corporate Responsibility & Sustainability Committee at J Sainsbury plc and is Senior Independent Director at Centrica plc. Jo was previously Chair of the Remuneration Committee at InterContinental Hotels Group plc, and a Member of the Supervisory Board at Ceconomy AG.
J Sainsbury plc, non-executive director Chapter Zero, member of the board Centrica plc, non-executive director
A Audit Committee N Nomination Committee R Remuneration Committee Chair of Committee Member of Committee
Career and experience: Dharmash is an experienced technology venture capitalist, entrepreneur and non‑executive director. He was formerly a Partner at Balderton & Lakestar, an executive at Emap PLC and worked earlier in his career at The Boston Consulting Group and as a Brand Manager at Procter & Gamble. Dharmash was formerly a founder of blow LTD, which he chaired, and has served as a non-executive director at The British Business Bank, BBC, Hargreaves Lansdown PLC and Dixons Retail PLC.
The Premier League/The FA, non-executive director Rathbones Group plc, non-executive director Competition & Markets Authority, non-executive director
Independent non-executive Director A N R
Career and experience: Sharmila brings extensive private and public sector experience from her executive and non-executive roles in health, media and sustainability. She served with the BBC for 15 years, latterly as Chief Operating Officer of BBC New Media, the division that built the iPlayer. Sharmila was Chief Executive of Wilton Park, an ambassador level role in the Foreign and Commonwealth Office, focused on topics such as global health, climate risk and national security. She began her career in strategy consulting, qualified as a Chartered Accountant with PwC and has held executive board positions at the Medical Research Council, the Association of Medical Research Charities and the NHS and was appointed OBE for services to medical research.
ITV plc, non-executive director Severn Trent plc, non-executive director Coutts & Co, non-executive director National Institute for Health and Care Excellence, Chairman
Career and experience: Liam is Chief Executive of Johnson Matthey plc and brings a wealth of experience gained across a variety of roles, with a strong global background in driving growth and sustainability in the Life Science, Chemical and Energy Transition Industries. Earlier in his career, Liam held senior positions within Bayer AG and Schering AG.
Johnson Matthey plc, Chief Executive
Career and experience: Giles has held a range of executive and non-executive positions across life sciences, technology and industrial businesses and brings extensive M&A and strategic business growth experience. His executive career included senior financial roles at Arthur Andersen (latterly as National Partner), Amersham plc (latterly as Group Finance Director) and as Finance Director at the University of Oxford. Since 2006, Giles has held a number of non-executive director roles including Elan Corporation, Victrex plc, BTG plc, Oxford University Innovation Ltd, Oxford Sciences Innovation plc, Arix Bioscience plc, Senior plc and Abcam plc. He is currently Chair of PayPoint plc.
PayPoint plc, Chair
Committee Membership A Audit Committee N Nomination Committee R Remuneration Committee Chair of Committee Member of Committee
The Company is required under the 2006 Act to appoint an auditor at every general meeting at which accounts are presented, to hold office until the conclusion of the next general meeting at which accounts are presented. The Directors are proposing the reappointment of PricewaterhouseCoopers LLP as the Company's Auditor. The proposal to re‑appoint PricewaterhouseCoopers LLP as the Company's Auditor is based on a recommendation from the Audit Committee, is free from third party influence and is not subject to any restrictive contractual arrangements.
In accordance with standard practice, this resolution gives authority to the Directors, acting through the Audit Committee, to determine the Auditor's remuneration for the next financial year.
The purpose of this resolution is to renew the Directors' authority to allot shares. This resolution would allow the Directors to allot shares and grant rights to subscribe for or convert any securities into shares up to an aggregate nominal value of £12,500,000, being just less than one third of the total issued share capital of the Company (excluding treasury shares) as at 12 June 2025 (being the latest practicable date prior to the publication of the Notice of Meeting). The Company currently does not hold any shares in treasury.
In accordance with the Directors' stated intention to seek annual renewal, the authority will expire on the earlier of (i) the conclusion of the annual general meeting of the Company in 2026 and (ii) 30 September 2026. Passing this resolution will give the Directors flexibility to act in the best interests of shareholders, when opportunities arise. The Directors have no current plans to make use of this authority.
Under the 2006 Act, political donations exceeding £5,000 in aggregate in any 12 month period to any political parties, independent election candidates or political organisations or the incurring of political expenditure are prohibited unless authorised by shareholders in advance. The Company does not, directly or through any subsidiary, make political donations or incur political expenditure within the ordinary meaning of those words and the Directors have no intention of using the authority for that purpose. The authority being requested from shareholders is not designed to change this. However, the definitions used in the 2006 Act are very broad and, as a result, it is possible that normal business activities (commonly accepted as a way of engaging with stakeholders to ensure that issues and concerns which are important to the Company are addressed) may be caught by the legislation. Activities of this nature are not designed to support any political party or to influence public support for a particular party. This resolution is proposed to ensure that the Company and its subsidiaries do not, because of any uncertainty due to the broad nature of the definitions under the 2006 Act, unintentionally commit any technical breach of the 2006 Act.
Resolutions 19 and 20, which will be proposed as special resolutions, would give the Directors the power to allot shares (or sell treasury shares) for cash, without first offering them to existing shareholders in proportion to their current holdings.
The power in resolution 19 would be limited (i) to allotments or sales under resolution 17 in connection with pre‑emptive offers; or (ii) otherwise to allotments or sales up to an aggregate nominal amount of £1,890,000 (representing 18,900,000 ordinary shares of 10 pence each), which represents approximately 5% of the Company's issued share capital as at 12 June 2025 (being the latest practicable date prior to the publication of the Notice of Meeting).
The effect of resolution 20 is to empower the Directors to disapply statutory pre‑emption rights in respect of an additional £1,890,000 (representing 18,900,000 ordinary shares of 10 pence each), which represents approximately 5% of the Company's issued share capital as at 12 June 2025 (being the latest practicable date prior to the publication of the Notice of Meeting).
In accordance with the Pre‑Emption Group's Principles, the Directors confirm that the power under resolution 20 will be used only in connection with an acquisition or specified capital investment that is announced contemporaneously with the issue, or that has taken place in the preceding 12‑month period and is disclosed in the announcement of the issue.
The Directors are aware of the Pre‑Emption Group's most recent Statement of Principles on Disapplying Pre‑emption Rights published in November 2022. However, at this time, the Directors consider it appropriate to retain the previous limits of 5% of the issued ordinary share capital of the Company in resolutions 19 and 20 and have not adopted the increased limits. The Directors will keep emerging market practice under review.
The powers in resolution 19 and resolution 20 will expire on the earlier of (i) the conclusion of the annual general meeting of the Company in 2026 and (ii) 30 September 2026.
The Director's confirm that they intend to follow the shareholder protections in paragraph one of Part 2B of the Statement of Principles on Disapplying Pre-Emption Rights, published by the Pre-Emption Group.
The Directors have no current plans to make use of these powers.
The Directors were authorised at the 2024 annual general meeting of the Company to purchase up to 37,900,000 of the Company's own 10p ordinary shares in the market. In accordance with the Directors' stated intention to seek annual renewal, this resolution (which will be proposed as a special resolution) will renew this authority until the earlier of (i) the conclusion of the annual general meeting of the Company in 2026 and (ii) 30 September 2026, in respect of up to 37,900,000 ordinary shares, which is approximately 10% of the Company's issued share capital as at 12 June 2025 (being the latest practicable date prior to the publication of the Notice of Meeting).
The Directors have no present intention of exercising the authority to make market purchases. However, the Directors consider it desirable that the possibility of making such purchases, under appropriate circumstances, is available. The Directors will only make purchases under the authority where they believe that to do so would result in an increase in earnings per share for the remaining shareholders or where the purchased shares are to be used to satisfy awards made under employee share plans, and such purchases are considered to be in the best interests of shareholders generally.
Any shares purchased under the authority would be either held as treasury shares or cancelled. The Company does not currently hold any shares in treasury or have any outstanding options or warrants.
Under the 2006 Act, the notice period for general meetings is 21 clear days' notice unless shareholders approve a shorter notice period, which cannot be less than 14 clear days. Annual general meetings must be held on at least 21 clear days' notice.
Resolution 22 seeks to renew the authority obtained at the 2024 annual general meeting of the Company allowing the Company to call general meetings (other than annual general meetings) on not less than 14 clear days' notice. It is intended that a shorter notice period will not be used as a matter of routine for general meetings, but only if the flexibility would be helpful given the business of the meeting and where the Board thinks it is in the interest of shareholders as a whole. If the resolution is passed, the authority will be effective until the annual general meeting of the Company in 2026, when it is intended that a similar resolution will be proposed.
The Company offers the facility for shareholders to vote and appoint proxies by electronic means. This is accessible to all shareholders and would be available if the Company were to call a meeting on 14 clear days' notice.
in each case so that it is received no later than 12.30pm on 22 July 2025 (or, in the event of any adjournment of the AGM, not less than 48 hours before the time fixed for the adjourned meeting, provided that no account shall be taken of any part of a day that is not a working day).
The statement of rights of shareholders in relation to the appointment of proxies in paragraphs 3 to 8 does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.
If you have been nominated to receive general shareholder communications directly from the Company, it is important to remember that your main contact in terms of your investment remains as it was (the registered shareholder, or perhaps custodian or broker, who administers the investment on your behalf). Therefore any changes or queries relating to your personal details and holding (including any administration thereof) must continue to be directed to your existing contact at your investment manager or custodian. The Company cannot guarantee that we will be able to deal with matters that are directed to us in error. The only exception to this is where the Company, in exercising one of its powers under the 2006 Act, writes to you directly for a response.
proxy appointments set out in paragraph 5. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company'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 Euroclear UK & International Limited does not make available 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, to procure that his /her CREST sponsor or voting service provider takes) 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 Uncertificated Securities Regulations 2001.
The Company may 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 AGM includes any statement that the Company has been required under Section 527 of the 2006 Act to publish on a website.
(a) to do so would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the AGM that the question be answered.
In addition, shareholders are invited to submit questions regarding the formal business of the meeting by email to [email protected] by 12.30pm on 22 July 2025. Shareholder questions will be grouped thematically and the responses made available on our website before the AGM. Any questions received after this date will be addressed either at the AGM, on the Company's website or in private correspondence.
20.The Company collects and processes information provided by or on behalf of shareholders. This information will include personal data such as names, contact details, votes cast, and any pre‑submitted questions. The Company may use this personal information for the purpose of compiling and updating its records, fulfilling its legal obligations, processing rights exercised by shareholders, answering questions and contacting shareholders with information relating to their shareholdings. The Company may also engage a third party to do this on its behalf (e.g. its Registrar, Computershare Investor Services PLC).
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