Pre-Annual General Meeting Information • Jun 27, 2011
Pre-Annual General Meeting Information
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Halma p.l.c. Misbourne Court Rectory Way Amersham Bucks HP7 0DE, UK
Tel +44 (0)1494 721111 Fax +44 (0)1494 728032 Email [email protected] Web www.halma.com
This document contains the Notice of Meeting which sets out the resolutions that shareholders are being asked to consider and vote on at the Annual General Meeting. These resolutions are a very important part of the governance of the Company and all shareholders are urged to vote, whether they are able to attend or not.
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:
Please note that a hardcopy of the Annual Report and Accounts 2011 will only be sent to shareholders if you have opted to receive paper copies of such documents or if you have recently acquired shares. Otherwise you may now access the Annual Report and Accounts by visiting the Halma website at www.halma.com.
The results of the voting on resolutions will be posted on the Company's website after the meeting.
If you are in any doubt as to the action you should take, you should immediately consult an appropriate independent adviser, eg your bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your shares in the Company, you should send this document, together with the accompanying 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.
NOTICE IS HEREBY GIVEN that the one hundred and seventeenth Annual General Meeting of Halma p.l.c. will be held in the Ballroom at The Berkeley Hotel, Wilton Place, London SW1X 7RL on Thursday, 28 July 2011 at 11.30 am for the following purposes:
To consider and, if thought fit, pass the following resolutions 1 to 15 as ordinary resolutions:
To receive the Directors' Report and the Accounts for the period of 52 weeks to 2 April 2011 and the Auditors' Report on the Accounts.
To declare a dividend on the ordinary shares.
To approve the Remuneration Report as set out on pages 58 to 66 of the Report and Accounts for the 52 weeks to 2 April 2011.
To re-elect Mr Geoff Unwin1 as a Director of the Company.
To re-elect Mr Andrew Williams as a Director of the Company.
To re-elect Mr Kevin Thompson as a Director of the Company.
To re-elect Mr Neil Quinn as a Director of the Company.
To re-elect Mr Stephen Pettit2 as a Director of the Company.
To re-elect Mrs Jane Aikman3 as a Director of the Company.
To re-elect Mr Adam Meyers as a Director of the Company.
To elect Lord Blackwell4 as a Director of the Company.
To elect Mr Steven Marshall2 as a Director of the Company.
To re-appoint Deloitte LLP as Auditors.
To authorise the Directors to determine the remuneration of the Auditors.
That the Directors be and are hereby generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares, or grant rights to subscribe for or to convert securities into shares, up to an aggregate nominal amount of £12,500,000 and that this authority shall expire on the earlier of the conclusion of the Annual General Meeting of the Company
to be held in 2012 and the first anniversary of the passing of this resolution (unless previously renewed, varied or revoked by the Company), save that the Company may before such expiry make any offer or agreement which would or might require shares to be allotted or such rights to be granted after such expiry and the Directors may allot shares or grant such rights in pursuance of such offer or agreement as if the authority conferred hereby had not expired.
To consider and, if thought fit, pass the following resolutions 16 to 18 as special resolutions:
That, subject to the passing of resolution 15 above, the Directors be and are hereby empowered pursuant to Section 570 of the Companies Act 2006 to allot or to make any offer or agreement to allot equity securities (as defined in Section 560 of the Companies Act 2006) of the Company pursuant to the authority contained in resolution 15 above and/or sell equity securities held as treasury shares for cash pursuant to Section 727 of the Companies Act 2006, in each case as if Section 561 of the Companies Act 2006 did not apply to any such allotment or sale, provided that such power shall be limited to:
and shall expire (unless previously renewed, revoked or varied) when the authority contained in resolution 15 above 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.
That the Company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of Section 693 of the Companies Act 2006) of its ordinary shares of 10p each ('ordinary shares') provided that:
and the authority hereby conferred shall expire at the conclusion of the Company's next Annual General Meeting (except in relation to the purchase of ordinary shares the contract for which was concluded before such date and which would or might be executed wholly or partly after such date), unless such authority is renewed prior to such time.
That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.
The Directors believe that the proposed resolutions to be put to the meeting are in the best interests of shareholders as a whole and recommend that shareholders vote in favour of all the resolutions, as the Directors intend to do in respect of their own beneficial shareholdings in the Company.
By order of the Board
Company Secretary 27 June 2011
Misbourne Court, Rectory Way Amersham, Bucks HP7 0DE
1 denotes Chairman of the Nomination Committee and membership of the Remuneration Committee of the Board
The Directors are required to present the audited accounts of the Company to shareholders at a general meeting, together with reports of the Directors and Auditors (in this case for the financial year ended 2 April 2011).
This resolution seeks authority for the Company to pay a final dividend of 5.56p per share to shareholders for the financial year ended 2 April 2011, as recommended by the Directors. If approved the dividend will be paid on 24 August 2011 to ordinary shareholders on the register at the close of business on 22 July 2011.
The Company offers a Dividend Reinvestment Plan ('DRIP') to enable shareholders to elect to have their cash dividends re-invested in Halma shares. Shareholders who wish to elect for the DRIP for the forthcoming final dividend, but have not already done so, should return a DRIP mandate form to the Company's Registrars no later than 3 August 2011.
The Remuneration Report is required to be laid before the shareholders in general meeting and voted on. The Remuneration Report is set out on pages 58 to 66 of the Report and Accounts.
The Company's Articles of Association require that once every three years Directors retire by rotation and seek re-election to the Board at an annual general meeting. It is a provision of the new UK Corporate Governance Code that all directors should stand for re-election by shareholders every year. The Board has agreed that all Directors, whether or not required by the Articles of Association to seek re-election at the 2011 Annual General Meeting, will be subject to re-election at the 2011 Annual General Meeting.
The Chairman has confirmed that following normal performance evaluations, each of the non-executive Directors who are seeking re-election (being Stephen Pettit and Jane Aikman) continue to be effective members of the Board and demonstrate commitment to their roles.
The Chairman himself is seeking re-election and has the support of the Board. On the basis of the feedback received through the Board's performance evaluation process, Richard Stone, in his capacity as Senior Independent Director, confirms that Geoff Unwin continues to be an effective Chairman and demonstrates commitment to his role.
The biographies of those Directors retiring at the Annual General Meeting who wish to seek re-election are as follows:
Geoff was appointed Chairman of the Board in July 2003 having been Deputy Chairman since September 2002. He is Chairman of the Nomination Committee and a member of the Remuneration Committee. Geoff is also Chairman of Taptu Limited, a Non-Voting Board Director of Capgemini Group, a member of the Advisory Board of Palamon Capital Partners
and also chairs one of their investments, Retail Decisions Limited. Previously Geoff was Chief Executive of Cap Gemini Ernst & Young until 2002, Chairman of United Business Media from 2002 to 2007, Alliance Medical Group until December 2010 and Liberata plc from 2003 to 2011. and also chairs one of their investments, Retail Decisions Limited. Previously Geoff was Chief Executive of Cap Gemini Ernst & Young until 2002, Chairman of United Business Media from 2002 to 2007, Alliance Medical Group until December 2010 and Liberata plc from 2003 to 2011.
became a member of the Halma Executive Board in 2002 as Divisional Chief Executive of the Optics and Water Instrumentation Division, and was promoted to a Director of the Halma p.l.c. Board in 2004. He joined Halma in 1994 as Manufacturing Director of Reten Acoustics (now HWM-Water) and become Managing Director of that company in 1997. Andrew is a Chartered Engineer and a production engineering graduate of Birmingham University. Andrew was appointed Chief Executive in February 2005. He became a member of the Halma Executive Board in 2002 as Divisional Chief Executive of the Optics and Water Instrumentation Division, and was promoted to a Director of the Halma p.l.c. Board in 2004. He joined Halma in 1994 as Manufacturing Director of Reten Acoustics (now HWM-Water) and become Managing Director of that company in 1997. Andrew is a Chartered Engineer and a production engineering graduate of Birmingham University.
Kevin is Finance Director of Halma. In 1995 he joined the Halma Executive Board as Finance Director, in 1997 became Group Finance Director and in 1998 was appointed to the Halma p.l.c. Board. Kevin joined Halma in 1987 as Group Financial Controller and qualified as a Chartered Accountant with Price Waterhouse. Kevin is an economics and accounting graduate of Bristol University. Kevin is Finance Director of Halma. In 1995 he joined the Halma Executive Board as Finance Director, in 1997 became Group Finance Director and in 1998 was appointed to the Halma p.l.c. Board. Kevin joined Halma in 1987 as Group Financial Controller and qualified as a Chartered Accountant with Price Waterhouse. Kevin is an economics and accounting graduate of Bristol University.
appointed to the Halma Executive Board in 1995 and to the Halma p.l.c. Board in 1998. He joined Halma as Sales Director of Apollo Fire Detectors in 1987, becoming Managing Director in 1992. Neil has a Material Sciences degree from Sheffield University. Neil is Chief Executive of the Safety Sensors Division. He was appointed to the Halma Executive Board in 1995 and to the Halma p.l.c. Board in 1998. He joined Halma as Sales Director of Apollo Fire Detectors in 1987, becoming Managing Director in 1992. Neil has a Material Sciences degree from Sheffield University.
September 2003 and is a member of the Nomination, Remuneration and Audit Committees. He is also a non-executive Director of National Grid plc and BT Group plc – Equality of Access Board. Stephen is an economics and politics graduate of Cardiff University, has an MSc from London School of Economics and an MBA from INSEAD. Previously Stephen was non-executive Chairman of ROK plc, an executive director with Cable & Wireless PLC and a divisional chief executive with BP PLC. Stephen was appointed a non-executive Director of Halma in September 2003 and is a member of the Nomination, Remuneration and Audit Committees. He is also a non-executive Director of National Grid plc and BT Group plc – Equality of Access Board. Stephen is an economics and politics graduate of Cardiff University, has an MSc from London School of Economics and an MBA from INSEAD. Previously Stephen was non-executive Chairman of ROK plc, an executive director with Cable & Wireless PLC and a divisional chief executive with BP PLC.
2007 and is Chairman of the Audit Committee. She is Finance Director of Infinis Limited. Jane qualified as a Chartered Accountant with Ernst & Young and has a degree in civil engineering from Birmingham University. Previously Jane was finance director of both Wilson Bowden Plc and Pressac plc. She spent three years as an internal audit manager with GEC Alsthom and five years in East Asia with Asia Pulp and Paper Co Limited. Jane was appointed a non-executive Director of Halma in August 2007 and is Chairman of the Audit Committee. She is Finance Director of Infinis Limited. Jane qualified as a Chartered Accountant with Ernst & Young and has a degree in civil engineering from Birmingham University. Previously Jane was finance director of both Wilson Bowden Plc and Pressac plc. She spent three years as an internal audit manager with GEC Alsthom and five years in East Asia with Asia Pulp and Paper Co Limited.
promoted to a Director of Halma's p.l.c. Board in April 2008. He became a member of the Halma Executive Board in 2003 as Divisional Chief Executive. He joined Halma in 1996 as President of Bio-Chem Valve. Adam is a systems engineering graduate of the University of Pennsylvania and gained his MBA from Harvard Business School. Adam is Chief Executive of the Health Optics Division. He was promoted to a Director of Halma's p.l.c. Board in April 2008. He became a member of the Halma Executive Board in 2003 as Divisional Chief Executive. He joined Halma in 1996 as President of Bio-Chem Valve. Adam is a systems engineering graduate of the University of Pennsylvania and gained his MBA from Harvard Business School.
appointed by the Board since the last annual general meeting should seek election at the next annual general meeting following their appointment. The Company's Articles of Association require that all Directors appointed by the Board since the last annual general meeting should seek election at the next annual general meeting following their appointment.
Norman Blackwell and Steve Marshall were appointed as non-executive Directors on 29 July 2010 and are now seeking election by the shareholders. Norman Blackwell and Steve Marshall were appointed as non-executive Directors on 29 July 2010 and are now seeking election by the shareholders.
Norman Blackwell brings a broad variety of experience to the Board and is a strong contributor to strategic debates. Steve Marshall also brings a wealth of different sector experience and, in particular, direct knowledge of several of the Company's end-markets. The Board recommends that shareholders vote in favour of the election of Lord Blackwell and Steve Marshall as Directors. Their biographical details are as follows: Norman Blackwell brings a broad variety of experience to the Board and is a strong contributor to strategic debates. Steve Marshall also brings a wealth of different sector experience and, in particular, direct knowledge of several of the Company's end-markets. The Board recommends that shareholders vote in favour of the election of Lord Blackwell and Steve Marshall as Directors. Their biographical details are as follows:
Norman Blackwell is non-executive Chairman of Interserve Plc, Senior Independent Director at Standard Life Plc and a non-executive Director of Ofcom, the communications regulator. He is also a non-executive commissioner of Postcomm. Norman's past business roles have included Senior Independent Director at SEGRO plc, a Director of Group Development at NatWest Group and Partner at McKinsey & Company. He served as Head of the Prime Minister's Policy Unit from 1995 to 1997 and was subsequently Chairman of the Independent Centre for Policy Studies from 2000 to 2009 where he remains a board member. He was created a Life Peer in 1997. Norman is a member of the Audit and Remuneration Committees. Norman Blackwell is non-executive Chairman of Interserve Plc, Senior Independent Director at Standard Life Plc and a non-executive Director of Ofcom, the communications regulator. He is also a non-executive commissioner of Postcomm. Norman's past business roles have included Senior Independent Director at SEGRO plc, a Director of Group Development at NatWest Group and Partner at McKinsey & Company. He served as Head of the Prime Minister's Policy Unit from 1995 to 1997 and was subsequently Chairman of the Independent Centre for Policy Studies from 2000 to 2009 where he remains a board member. He was created a Life Peer in 1997. Norman is a member of the Audit and Remuneration Committees.
Steve Marshall is non-executive Chairman of Balfour Beatty plc. He is a former chairman of Delta plc, Queens' Moat Houses plc and Torex Retail plc as well as a former non-executive director at Southern Water Services Limited. He was Group Chief Executive of Railtrack Group plc and prior to that Thorn plc, having also served as Finance Director at each company. His earlier career included a wide range of corporate and operational roles at Grand Metropolitan plc, Burton Group, Black & Decker and BOC Group. He is a Fellow of the Chartered Institute of Management Accountants. Steve is a member of the Nomination, Remuneration and Audit Committees. Steve Marshall is non-executive Chairman of Balfour Beatty plc. He is a former chairman of Delta plc, Queens' Moat Houses plc and Torex Retail plc as well as a former non-executive director at Southern Water Services Limited. He was Group Chief Executive of Railtrack Group plc and prior to that Thorn plc, having also served as Finance Director at each company. His earlier career included a wide range of corporate and operational roles at Grand Metropolitan plc, Burton Group, Black & Decker and BOC Group. He is a Fellow of the Chartered Institute of Management Accountants. Steve is a member of the Nomination, Remuneration and Audit Committees.
meeting at which accounts are presented and the Directors are proposing the re-appointment of Deloitte LLP as the Company's auditors. The Company is required to appoint auditors at every general meeting at which accounts are presented and the Directors are proposing the re-appointment of Deloitte LLP as the Company's auditors.
authorised by the shareholders. This resolution seeks such authorisation. The Directors may set the remuneration of the auditors if authorised by the shareholders. This resolution seeks such authorisation.
The Directors may only allot shares if authorised to do so by shareholders. The purpose of the resolution is to renew the Directors' authority. The Directors may only allot shares if authorised to do so by shareholders. The purpose of the resolution is to renew the Directors' authority.
The effect of this resolution will allow the Directors to allot and issue new shares up to a nominal aggregate 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 20 June 2011 (the latest practicable date prior to the publication of the Notice of Meeting). The effect of this resolution will allow the Directors to allot and issue new shares up to a nominal aggregate 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 20 June 2011 (the latest practicable date prior to the publication of the Notice of Meeting).
In accordance with the Directors' stated intention to seek annual renewal, the authorities will expire at the conclusion of the annual general meeting of the Company in 2012. Passing this resolution will give the Directors flexibility to act in the best interests of shareholders, when opportunities arise, by issuing new shares. The Directors have no current plans to make use of this authority except under share plans previously approved in general meeting. In accordance with the Directors' stated intention to seek annual renewal, the authorities will expire at the conclusion of the annual general meeting of the Company in 2012. Passing this resolution will give the Directors flexibility to act in the best interests of shareholders, when opportunities arise, by issuing new shares. The Directors have no current plans to make use of this authority except under share plans previously approved in general meeting.
As at 20 June 2011 (the latest practicable date prior to the publication of the Notice of Meeting), the Company held 1,847,368 treasury shares, which is equal to approximately 0.5% of the issued share capital of the Company (excluding treasury shares) as at that date. As at 20 June 2011 (the latest practicable date prior to the publication of the Notice of Meeting), the Company held 1,847,368 treasury shares, which is equal to approximately 0.5% of the issued share capital of the Company (excluding treasury shares) as at that date.
The Companies Act 2006 requires that, if the Company issues new shares for cash or sells treasury shares, it must first offer them to existing shareholders in proportion to their current holdings. The Companies Act 2006 requires that, if the Company issues new shares for cash or sells treasury shares, it must first offer them to existing shareholders in proportion to their current holdings.
The effect of this resolution, which will be proposed as a special resolution, is to authorise the Directors to allot new shares pursuant to the authority given in Resolution 15, or sell treasury shares for cash, up to an aggregate nominal amount of £1,880,000 (up to 18,800,000 new ordinary shares) representing approximately 5% of the Company's issued share capital as at 20 June 2011 (being the latest practicable date prior to the publication of the Notice of Meeting) without offering them to shareholders first, and to modify statutory pre-emption rights to deal with legal, regulatory or practical problems that may arise on a rights or other pre-emptive offer or issue. The effect of this resolution, which will be proposed as a special resolution, is to authorise the Directors to allot new shares pursuant to the authority given in Resolution 15, or sell treasury shares for cash, up to an aggregate nominal amount of £1,880,000 (up to 18,800,000 new ordinary shares) representing approximately 5% of the Company's issued share capital as at 20 June 2011 (being the latest practicable date prior to the publication of the Notice of Meeting) without offering them to shareholders first, and to modify statutory pre-emption rights to deal with legal, regulatory or practical problems that may arise on a rights or other pre-emptive offer or issue.
The authority will expire at the conclusion of the annual general meeting of the Company in 2012. The authority will expire at the conclusion of the annual general meeting of the Company in 2012.
The Directors do not intend to issue more than 7.5% of the issued share capital for cash on a non-pre-emptive basis in any rolling three-year period. The Directors do not intend to issue more than 7.5% of the issued share capital for cash on a non-pre-emptive basis in any rolling three-year period.
The Directors were authorised at the 2010 Annual General Meeting to purchase up to 37,600,000 of its own 10p ordinary shares in the market. This authority expires at the end of the 2011 Annual General Meeting. 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 end of next year's Annual General Meeting in respect of up to 37,600,000 ordinary shares, which is approximately 10% of the Company's issued share capital (excluding treasury shares) as at 20 June 2011 (the latest practicable date prior to the publication of the Notice of Meeting). The Directors were authorised at the 2010 Annual General Meeting to purchase up to 37,600,000 of its own 10p ordinary shares in the market. This authority expires at the end of the 2011 Annual General Meeting. 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 end of next year's Annual General Meeting in respect of up to 37,600,000 ordinary shares, which is approximately 10% of the Company's issued share capital (excluding treasury shares) as at 20 June 2011 (the latest practicable date prior to the publication of the Notice of Meeting).
The Directors consider it desirable that the possibility of making such purchases, under appropriate circumstances, is available. The authority, if granted, will only be exercised if market conditions make it advantageous to do so. The Directors will only make purchases under the authority if they believe that to do so would result in an increase in earnings per share for the remaining shareholders and was in the best interests of shareholders generally. The Directors consider it desirable that the possibility of making such purchases, under appropriate circumstances, is available. The authority, if granted, will only be exercised if market conditions make it advantageous to do so. The Directors will only make purchases under the authority if they believe that to do so would result in an increase in earnings per share for the remaining shareholders and was in the best interests of shareholders generally.
The Directors' present intention is that the shares purchased under the authority will be held in treasury for future cancellation, sale for cash or transfer for the purposes of, or pursuant to, an employee share plan, although in the light of circumstances at the time it may be decided to cancel them immediately on repurchase. The effect of any cancellation would be to reduce the number of shares in issue. For most purposes, while held in treasury, shares are treated as if they have been cancelled (for example, they carry no voting rights and do not rank for dividends). The Directors' present intention is that the shares purchased under the authority will be held in treasury for future cancellation, sale for cash or transfer for the purposes of, or pursuant to, an employee share plan, although in the light of circumstances at the time it may be decided to cancel them immediately on repurchase. The effect of any cancellation would be to reduce the number of shares in issue. For most purposes, while held in treasury, shares are treated as if they have been cancelled (for example, they carry no voting rights and do not rank for dividends).
As at 20 June 2011 (the latest practicable date prior to the publication of the Notice of Meeting) options were outstanding to subscribe for a total number of 2,963,991 ordinary shares, or approximately 0.8% of the Company's issued share capital (excluding treasury shares). If the proposed authority were to be used in full and all of the repurchased shares were cancelled (but the Company's issued share capital otherwise remained unaltered), the total number of options to subscribe for ordinary shares at that date would represent approximately 0.9% of the Company's issued share capital (excluding treasury shares). As at 20 June 2011 (the latest practicable date prior to the publication of the Notice of Meeting) options were outstanding to subscribe for a total number of 2,963,991 ordinary shares, or approximately 0.8% of the Company's issued share capital (excluding treasury shares). If the proposed authority were to be used in full and all of the repurchased shares were cancelled (but the Company's issued share capital otherwise remained unaltered), the total number of options to subscribe for ordinary shares at that date would represent approximately 0.9% of the Company's issued share capital (excluding treasury shares).
Changes made to the Companies Act 2006 by the Shareholders' Rights Regulations increase the minimum notice period required for general meetings of the Company to 21 days unless shareholders approve a shorter notice period, which cannot be less than 14 clear days. Annual general meetings continue to held on at least 21 clear days' notice. Changes made to the Companies Act 2006 by the Shareholders' Rights Regulations increase the minimum notice period required for general meetings of the Company to 21 days unless shareholders approve a shorter notice period, which cannot be less than 14 clear days. Annual general meetings continue to held on at least 21 clear days' notice.
Before the Shareholders' Rights Directive came into force on 3 August 2009, the Company was able to call general meetings (other than an annual general meeting) on 14 clear days' notice without obtaining such shareholder approval. In order to preserve this flexibility, Resolution 18 seeks to renew the authority obtained at last year's Annual General Meeting. 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 in 2012, when it is intended that a similar resolution will be proposed. Before the Shareholders' Rights Directive came into force on 3 August 2009, the Company was able to call general meetings (other than an annual general meeting) on 14 clear days' notice without obtaining such shareholder approval. In order to preserve this flexibility, Resolution 18 seeks to renew the authority obtained at last year's Annual General Meeting. 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 in 2012, 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 meetings on 14 clear days' notice. 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 meetings on 14 clear days' notice.
A shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy or 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 shareholder of the Company. The return of a completed Proxy Form, other such instrument or any CREST Proxy Instruction (as described in paragraph 11 below) will not prevent a shareholder from attending the meeting and voting in person if he/she wishes to do so. 1. A shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy or 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 shareholder of the Company. The return of a completed Proxy Form, other such instrument or any CREST Proxy Instruction (as described in paragraph 11 below) will not prevent a shareholder from attending the meeting and voting in person if he/she wishes to do so.
A Proxy Form which may be used to make such appointment and give proxy instructions has been sent to all shareholders (except those who have elected to receive notice via e-mail, who should refer to paragraph 4 below). 2. A Proxy Form which may be used to make such appointment and give proxy instructions has been sent to all shareholders (except those who have elected to receive notice via e-mail, who should refer to paragraph 4 below).
In order to be valid, an appointment of proxy or proxies must be completed and returned, together with the power of attorney or other authority (if any) under which it is signed, or a duly certified copy of such authority) by one of the following methods: 3. In order to be valid, an appointment of proxy or proxies must be completed and returned, together with the power of attorney or other authority (if any) under which it is signed, or a duly certified copy of such authority) by one of the following methods:
(a) in hard copy form by post, courier or by hand, to the Company's registrars, Computershare Investor Services PLC, (a) in hard copy form by post, courier or by hand, to the Company's registrars, Computershare Investor Services PLC,
(b) alternatively, shareholders who have received a Proxy Form may appoint a proxy or proxies electronically via the registrar's website at www.eproxyappointment.com using the Control Number, Shareholder Reference Number (SRN) and PIN, or (b) alternatively, shareholders who have received a Proxy Form may appoint a proxy or proxies electronically via the registrar's website at www.eproxyappointment.com using the Control Number, Shareholder Reference Number (SRN) and PIN, or
(c) in the case of CREST members, by using the CREST electronic proxy appointment service (as set out below), (c) in the case of CREST members, by using the CREST electronic proxy appointment service (as set out below),
in each case so that it is received no later than 11.30 am on 26 July 2011. in each case so that it is received no later than 11.30 am on 26 July 2011.
Shareholders who have elected to receive notice via e-mail may appoint a proxy or proxies electronically via the registrar's website, www.eproxyappointment.com using the Control Number, the Shareholder Reference Number (SRN) and PIN. Electronic proxy appointments must be received no later than 11.30 am on 26 July 2011. 4. Shareholders who have elected to receive notice via e-mail may appoint a proxy or proxies electronically via the registrar's website, www.eproxyappointment.com using the Control Number, the Shareholder Reference Number (SRN) and PIN. Electronic proxy appointments must be received no later than 11.30 am on 26 July 2011.
In the case of a joint holding, a proxy need only be signed by one joint holder. If more than one such joint holder tenders a vote, whether in person or by proxy, the vote of the senior shall be accepted to the exclusion of the votes of the other joint holders. Seniority is determined by the order in which the names appear in the Register of Members. 5. In the case of a joint holding, a proxy need only be signed by one joint holder. If more than one such joint holder tenders a vote, whether in person or by proxy, the vote of the senior shall be accepted to the exclusion of the votes of the other joint holders. Seniority is determined by the order in which the names appear in the Register of Members.
A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. If in such case a shareholder wishes to appoint more than one proxy, the shareholder should photocopy the Proxy Form and indicate in the box, next to the proxy's name, the number of shares in relation to which the shareholder authorises them to act as the shareholder's proxy. 6. A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. If in such case a shareholder wishes to appoint more than one proxy, the shareholder should photocopy the Proxy Form and indicate in the box, next to the proxy's name, the number of shares in relation to which the shareholder authorises them to act as the shareholder's proxy.
Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a 'Nominated Person') may, under an agreement between him/her and the shareholder by whom he/she 7. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a 'Nominated Person') may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. 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 shareholder as to the exercise of voting rights. was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. 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 shareholder as to the exercise of voting rights.
The statement of rights of shareholders in relation to the appointment of proxies in paragraphs 1 to 6 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company. The statement of rights of shareholders in relation to the appointment of proxies in paragraphs 1 to 6 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.
Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, the Company gives notice that only those shareholders registered in the Register of Members of the Company at 6.00 pm on 26 July 2011 will be entitled to attend and to vote at the Annual General Meeting, and then only in respect of the number of shares registered in their names at that time. Changes to entries on the share register after 6.00 pm on 26 July 2011 will be disregarded in determining the rights of any person to attend or vote at the Annual General Meeting. 8. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, the Company gives notice that only those shareholders registered in the Register of Members of the Company at 6.00 pm on 26 July 2011 will be entitled to attend and to vote at the Annual General Meeting, and then only in respect of the number of shares registered in their names at that time. Changes to entries on the share register after 6.00 pm on 26 July 2011 will be disregarded in determining the rights of any person to attend or vote at the Annual General Meeting.
As at 20 June 2011, the latest practicable date prior to the publication of this Notice, the Company's issued share capital consists of 378,247,685 ordinary shares. As at 20 June 2011 the Company holds 1,847,368 shares in treasury. Therefore, after excluding treasury shares, the total number of voting rights in the Company as at 20 June 2011 is 376,400,317. 9. As at 20 June 2011, the latest practicable date prior to the publication of this Notice, the Company's issued share capital consists of 378,247,685 ordinary shares. As at 20 June 2011 the Company holds 1,847,368 shares in treasury. Therefore, after excluding treasury shares, the total number of voting rights in the Company as at 20 June 2011 is 376,400,317.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. 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. 10. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. 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 specifications 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 is 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 Company's agent (ID 3RA50) by the latest time(s) for receipt of proxy appointments set out in note 3. 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 Application 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. 11. 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 specifications 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 is 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 Company's agent (ID 3RA50) by the latest time(s) for receipt of proxy appointments set out in note 3. 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 Application 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 12. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear
UK & Ireland 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 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. UK & Ireland 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 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 Uncertificated Securities Regulations 2001. 13. 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.
A corporation that is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all of its powers as a shareholder provided that they do not do so in relation to the same shares. 14. A corporation that is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all of its powers as a shareholder provided that they do not do so in relation to the same shares.
Section 527 of the Companies Act 2006 allows shareholders who meet the threshold requirements of that section to require the Company to publish a statement on its website setting out any matter relating to (i) the audit of the Company's accounts to be laid at the meeting (including the auditor's report and the conduct of the audit); or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. This is known as a 'members' statement of audit concerns'. If such a request is received, the Company cannot require those shareholders requesting publication of the statement to meet its costs of complying with the request. The Company must also forward a copy of the statement to the auditors not later than the time that the Company makes it available on the website. Where a members' statement of audit concerns is received it will be included in the business of the meeting at which the accounts are laid. 15. Section 527 of the Companies Act 2006 allows shareholders who meet the threshold requirements of that section to require the Company to publish a statement on its website setting out any matter relating to (i) the audit of the Company's accounts to be laid at the meeting (including the auditor's report and the conduct of the audit); or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. This is known as a 'members' statement of audit concerns'. If such a request is received, the Company cannot require those shareholders requesting publication of the statement to meet its costs of complying with the request. The Company must also forward a copy of the statement to the auditors not later than the time that the Company makes it available on the website. Where a members' statement of audit concerns is received it will be included in the business of the meeting at which the accounts are laid.
Any shareholder attending the meeting has the right to ask questions. The Company must cause to be answered at the meeting any question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting 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 meeting that the question be answered. 16. Any shareholder attending the meeting has the right to ask questions. The Company must cause to be answered at the meeting any question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting 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 meeting that the question be answered.
Copies of the following documents will be available for inspection during normal business hours on any weekday (excluding Saturdays, Sundays and public holidays) at the Company's registered office and at the offices of the Company's solicitors, CMS Cameron McKenna LLP, Mitre House, 160 Aldersgate Street, London EC1A 4DD, from the date of the above notice until 28 July 2011 and at The Berkeley Hotel from 11.00 am on the day of the meeting until the close of the meeting. 17. Copies of the following documents will be available for inspection during normal business hours on any weekday (excluding Saturdays, Sundays and public holidays) at the Company's registered office and at the offices of the Company's solicitors, CMS Cameron McKenna LLP, Mitre House, 160 Aldersgate Street, London EC1A 4DD, from the date of the above notice until 28 July 2011 and at The Berkeley Hotel from 11.00 am on the day of the meeting until the close of the meeting.
Copies of the service contracts or appointment letters (as applicable) of the Company's executive and non-executive Directors • Copies of the service contracts or appointment letters (as applicable) of the Company's executive and non-executive Directors
Copy of the Articles of Association of the Company • Copy of the Articles of Association of the Company
Full biographical information on the Directors proposed for election and re-election appears on pages 48 and 49 of the Annual Report and Accounts. 18. Full biographical information on the Directors proposed for election and re-election appears on pages 48 and 49 of the Annual Report and Accounts.
A copy of this Notice, and any other information required by section 311A of the Companies Act 2006, can be found at www.halma.com. 19. A copy of this Notice, and any other information required by section 311A of the Companies Act 2006, can be found at www.halma.com.
Shareholders may not use any electronic address provided in this Notice or any related documents (including the Proxy Form) to communicate with the Company for any purposes other than those expressly stated. 20. Shareholders may not use any electronic address provided in this Notice or any related documents (including the Proxy Form) to communicate with the Company for any purposes other than those expressly stated.
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