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Balfour Beatty PLC — Proxy Solicitation & Information Statement 2011
Apr 8, 2011
4595_agm-r_2011-04-08_9b449199-89ce-47ce-b6f2-47b5ccd9d3cb.pdf
Proxy Solicitation & Information Statement
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Notes:
- (i) Every holder of ordinary shares is entitled to appoint as his/her proxy another person, who need not be a shareholder, to exercise all or any of his/her rights to attend, speak and vote at the meeting. If you wish to restrict the rights of your proxies please cross out either or both of the words "speak" or "vote" as you deem appropriate. For convenience, the appointment of the Chairman has already been included. If you wish to make this appointment, you need only complete, sign and date in the space provided (see reverse). If you wish to appoint someone other than the Chairman as your proxy, you should insert the name of your proxy in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of ordinary shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement.
- (ii) To appoint more than one person as your proxy, you may photocopy the Form of Proxy in relation to each proxy you wish to appoint. Each form should clearly indicate the name of the proxy (see reverse), and the number of ordinary shares in relation to which they are authorised to act as your proxy. Please also indicate if the proxy instruction is one of multiple instructions being given. If you wish to instruct the Chairman as one of your multiple proxies, simply write "the Chairman of the Meeting". All forms must be signed and should be returned together in the same envelope.
- (iii) The "Vote Withheld" option is provided to enable you to abstain from voting on any particular resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes "For" and "Against" a resolution.
- (iv) Only holders of ordinary shares entered on the Register of Members of the Company at 6:00 pm on 10 May 2011 or, if the meeting is adjourned, 48 hours before the time fixed for such adjourned meeting shall (if otherwise entitled to do so) be entitled to attend and vote at the meeting or any such adjournment. Changes to entries on the Register of Members after this time shall be disregarded in determining the rights of any person to attend and vote at the meeting. This is in accordance with paragraph 41 of the Uncertificated Securities Regulations 2001 and Article 56 of the Company's Articles of Association.
- (v) Before posting the Form of Proxy, please check that it has been signed and dated. In the case of joint holders, any one of you may sign. If someone signs the form on your behalf, you or that person must send it to the Company's Registrars, Capita Registrars (see notes (vii) to (ix) below) with the authority under which it is signed, or a copy of the authority which has been certified by a solicitor or notary.
- (vi) Where the person appointing the proxy is a company, the Form of Proxy must be executed either under seal or under the hand of a duly authorised officer or attorney and the appropriate power of attorney or other authority must be lodged with the Form of Proxy.
- (vii) To be valid, a Form of Proxy, together with any authority (see notes (v) and (vi) above) must be received by Capita Registrars not later than 11.00 am on 10 May 2011, or if the meeting is adjourned, 48 hours before the time for holding the adjourned meeting. Completion and return of a Form of Proxy will not prevent you from attending and voting in person at the meeting.
- (viii) UK shareholders should reply by posting their Form of Proxy to Capita Registrars in the envelope provided. No stamp is required. Alternatively, you may submit your Form of Proxy electronically via the internet at www.balfourbeatty-shares.com (see note (xi) below).
- (ix) Shareholders with addresses outside the UK should reply by posting their Form of Proxy in an envelope to: Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom. Alternatively, you may submit your Form of Proxy electronically via the internet at www.balfourbeatty-shares.com (see note (xi) below).
- (x) If the Company's Registrars, Capita Registrars, receive two or more proxies from the same shareholder relating to the same shareholding, they will act upon the one that is delivered last (regardless of its date). If they cannot confirm which one was delivered last (regardless of its date), they will not act on any of the forms. If your Form of Proxy arrives after the voting deadline, it will not be valid and will not replace any earlier forms that they have received.
- (xi) If you would like to submit your Form of Proxy electronically via the internet, you may do so via www.balfourbeatty-shares.com. If you have not previously done so, you will need to register to use the service. Once registration is complete, you may submit your Form of Proxy online by following the instructions provided.
- (xii) To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by Capita Registrars (ID number RA10) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which Capita Registrars is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
The Directors of Balfour Beatty plc invite you to attend the sixty-sixth Annual General Meeting of the Company to be held at the Park Plaza Victoria, 239 Vauxhall Bridge Road, London SW1V 1EQ, on Thursday 12 May 2011 at 11.00 am.
If you are attending the Annual General Meeting, please sign and bring this card with you and hand it in at the shareholder registration desk on arrival.
For the safety of everybody at our Annual General Meeting, you may be asked to provide proof of your identity and to allow our security staff to search any bags or packages that you want to bring into the meeting. We recommend that you arrive in good time to allow for these procedures. You may not be allowed to bring recording equipment, cameras, mobile telephones or any other inappropriate item which may interfere with the good order of the meeting. Storage and cloakroom facilities will be provided.
Attendance Card
Annual General Meeting 12 May 2011
Signature of person attending
Please read the Notice of Annual General Meeting and the accompanying notes carefully before completing the Form of Proxy.
Barcode:
Investor Code:
How to get to the Park Plaza Victoria
Due to its central location, on-street parking around the Park Plaza Victoria is very limited, and we therefore recommend that you travel by public transport.
The venue is located 2 minutes walk from Victoria mainline rail and underground station.
Victoria mainline station is served by trains operated by Gatwick Express, Southeastern trains and Southern Railway.
Victoria underground station is served by the Circle, District and Victoria lines.
Bus routes 2, 11, 16, 24, 36, 38, 44, 52, 73, 82, 148, 170, 185, 211, 436, 507, C1, C2 and C10 also serve Victoria station.
Alternatively, Victoria Coach Station is situated approximately 10 minutes walk from the venue.
CREST members may use the CREST electronic appointment service to appoint and/or give instructions to a proxy or proxies following the procedures described in the CREST manual (available at www.euroclear.com/CREST). You may also use this service to submit documents relating to the appointment of a proxy and to revoke the appointment of a proxy. If you would like to submit your Form of Proxy electronically via the internet, you may do so via www.balfourbeatty-shares.com. You will need to register to use this service if you have not already done so. Once registration is complete, you may vote online by following the instructions provided.
Form of Proxy
Annual General Meeting 12 May 2011
Signature Date
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as my/our proxy to attend, speak and vote in respect of my/our voting entitlement* on my/our behalf at the Annual General Meeting of Balfour Beatty plc to be held at 11.00 am on Thursday 12 May 2011 at the Park Plaza Victoria, 239 Vauxhall Bridge Road, London SW1V 1EQ, and at any adjournment thereof. I/We have indicated with an "X" how I/we wish my/our votes to be cast on the following resolutions:
*For the appointment of more than one proxy, please refer to note (ii) overleaf.
Please tick here if this proxy appointment is one of multiple appointments being made.
Resolutions Please mark "X" to indicate how you wish to vote
| For Against | Vote withheld |
|
|---|---|---|
Ordinary Business
| Resolution 1 To adopt the Directors' report and accounts for the year ended 31 December 2010 | |
|---|---|
| Resolution 2 To approve the Directors' remuneration report for the year ended 31 December 2010 | |
| Resolution 3 To declare a final dividend on the ordinary shares of the Company | |
| Resolution 4 To re-elect Mr S Marshall as a Director | |
| Resolution 5 To elect Mr R M Amen as a Director | |
| Resolution 6 To re-elect Mr M J Donovan as a Director | |
| Resolution 7 To re-elect Mr I GT Ferguson CBE as a Director | |
| Resolution 8 To re-elect Mr G E H Krossa as a Director | |
| Resolution 9 To re-elect Mr D J Magrath as a Director | |
| Resolution 10 To re-elect Mr A J McNaughton as a Director | |
| Resolution 11 To re-elect Mr A L P Rabin as a Director | |
| Resolution 12 To re-elect Mr G C Roberts as a Director | |
| Resolution 13 To re-elect Mr I PTyler as a Director | |
| Resolution 14 To re-elect Mr R J W Walvis as a Director | |
| Resolution 15 To re-elect Mr P J L Zinkin as a Director | |
| Resolution 16 To re-appoint Deloitte LLP as auditor | |
| Special Business | |
| Resolution 17 To authorise the Directors to allot unissued shares | |
| Resolution 18 To authorise the Directors to allot shares for cash* | |
| Resolution 19 To renew the authority for the Company to purchase its own ordinary and preference shares* | |
| Resolution 20 To authorise the Company and its UK subsidiaries to incur political expenditure | |
| Resolution 21 To authorise the Company to hold general meetings, other than an Annual General Meeting, on 14 clear days' notice* |
|
| Resolution 22 To approve the new Performance Share Plan | |
| Resolution 23 To approve the new Sharesave Plan | |
| Resolution 24 To approve the new Share Incentive Plan | |
| * Special resolution |
Your Board recommends that you vote in favour of all of the above resolutions
To assist with arrangements, if you will be attending the meeting in person, please place an "X" in the box opposite
Bar Code:
Investor Code:
| ں رہے | |
|---|---|
Event Code:
I/We being a member of the Company hereby appoint the Chairman of the Meeting or No. of ordinary shares over which proxy appointed
Registrars
All administrative enquiries relating to shareholdings and requests to receive corporate documents by email should, in the first instance, be directed to the Company's Registrars and clearly state the shareholder's registered address and, if available, the shareholder reference number. Please write to:
Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, Telephone: 0871 664 0300 from the UK (calls cost 10p per minute plus network extras) and +44 20 8639 3399 from outside the UK (Monday to Friday 8.30 am to 5.30 pm, UK time). Alternatively, you can email at: [email protected]
They can help you to: check your shareholding; register a change of address or name; obtain a replacement dividend cheque or tax voucher; record the death of a shareholder.
Dividends and dividend reinvestment plan
Dividends may be paid directly into your bank or building society account through the Bankers Automated Clearing System (BACS). The Registrars can provide a dividend mandate form.
A dividend reinvestment plan (DRIP) is offered which allows holders of ordinary shares to reinvest their cash dividends in the Company's shares through a specially arranged share dealing service. Full details of the DRIP and its charges, together with mandate forms, are available at www.balfourbeatty-shares.com
International payment service
Shareholders outside the UK may elect to receive dividends paid direct into their overseas bank account, or by currency draft, instead of by way of a cheque drawn in sterling. For further information, contact the Company's Registrars on +44 20 8639 3405 (from outside the UK) or 0871 664 0385 from the UK (calls cost 10p per minute plus network extras). Lines are open Monday to Friday 9.00 am to 5.30 pm, UK time. Alternatively, you can log on to www.capitashareportal. com and click on the link for International Payment Service.
Shareholder information on the internet and electronic communications
Our website (www.balfourbeatty.com) provides a range of information about the Company, its people and businesses and its policies on corporate governance and corporate responsibility. The share price can also be found there.
In conjunction with Capita Registrars, you can create a Share Portal account, through which you will be able to access the full range of online shareholder services, including the ability to: view your holdings and indicative share price and valuation; view movements on your holdings and your dividend payment history; register a dividend mandate to have your dividends paid directly into your bank account; change your registered address; sign-up to receive e-communications or access the online proxy voting facility; download and print shareholder forms.
The Share Portal is easy to use. Please visit www.balfourbeatty-shares.com. Alternatively, you can email: [email protected]
General information
The AGM and Class Meeting are both business meetings. There are no crèche facilities at the Park Plaza Victoria and we therefore suggest that it is not appropriate to bring young children to the venue.
Smoking will not be permitted at the venue. Refreshments will be available before and after the meetings.
For the safety of everybody at our AGM and Class Meeting, you may be asked to provide proof of your identity and to allow our security staff to search any bags or packages that you want to bring into the relevant meeting. We recommend that you arrive in good time to allow for these procedures. For security reasons and, in order to speed up admission, it would be helpful if you did not bring suitcases or large bags, cameras, laptop computers, or tape recorders to the venue. You may not be allowed to bring into the meetings recording equipment, cameras, mobile telephones, or any other inappropriate item which may interfere with the good order of the meetings. Storage and cloakroom facilities will be provided.
If, having registered, you wish to leave the building, you should first report to the registration desk. If you fail to do this, you may have difficulty gaining entry to the meetings. We may refuse entry to persons whose demeanour or behaviour we believe may interfere with the good order of the meetings.
We hope you will understand that these arrangements are for the protection of all shareholders.
If you have any comments or questions concerning either the AGM, or the Class Meeting, you can contact the Company Secretary by email to [email protected], with the heading "AGM 2011" or "Class Meeting 2011", as appropriate. Notices of termination of proxy appointment, or requests for additional Forms of Proxy, should not be sent to this email address. If you wish to give notice of the termination of a proxy appointment, please send a letter to the Company's Registrars giving the full details. This should arrive before the voting deadline. Please note that any administrative enquiry relating to your shareholding should, in the first instance, be directed to the Company's Registrars clearly stating your registered name and address and, if available, shareholder reference number.
You can obtain the results of the AGM and Class Meeting by telephoning the Company's Registrars after the meetings have ended. The results will also be announced to the UK Listing Authority via a Regulatory Information Service and will appear on the Balfour Beatty website at www.balfourbeatty.com as soon as practicable following the meetings.