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Reckitt Benckiser Group PLC — AGM Information 2011
Mar 29, 2011
4872_agm-r_2011-03-29_92b11fc2-5496-449f-b2d8-969e627829f5.pdf
AGM Information
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This document is important and requires your immediate attention.
When considering what action you should take, you are recommended to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 immediately.
If you have sold or transferred all your ordinary shares in Reckitt Benckiser Group plc, please send this document and the accompanying Form of Proxy 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.
Dear Shareholder
The fourth Annual General Meeting (AGM) of the Company is to be held at The London Heathrow Marriott Hotel, Bath Road, Hayes, Middlesex UB3 5AN on Thursday, 5 May 2011 at 11.15 am. The formal Notice of Meeting is on page 4 of this document. In addition to the routine business of an AGM there are a number of items of special business to be transacted at the meeting.
Ordinary Resolutions
Resolutions 1 to 11 and 15 will be proposed as ordinary resolutions. For each of these resolutions to be passed, more than half of the votes cast must be in favour of the resolution.
Annual Report
Resolution 1 is to receive the Company's accounts for the financial year ended 31 December 2010 together with the reports of the Directors and the auditors.
Remuneration Report
Resolution 2 is to approve the policies set out in the Directors' Remuneration Report.
Final Dividend
Resolution 3 seeks your approval for the final dividend recommended by your Directors for the year ended 31 December 2010 of 65p per share. An interim dividend of 50p per share was paid on 30 September 2010, making a total dividend for the year of 115p per share. If approved, the final dividend will be paid on 26 May 2011 to those shareholders on the register at the close of business on 25 February 2011.
Re-election and election of Directors – Resolutions 4 to 8
The Company's Articles of Association (Articles) require Directors to retire by rotation and submit themselves for re-election every three years. Directors appointed since the 2010 AGM are also required to submit themselves for election at the AGM. Additional biographical details for all your Directors who are proposed for election or re-election are set out in the Company's Annual Report and Financial Statements 2010.
Peter Harf and I have served on your Board for more than nine years and therefore offer ourselves for re-election on an annual basis in accordance with the requirements of the Combined Code. I have been a Non-Executive Director since December 1999 and your Chairman since May 2003. I serve on the Remuneration Committee and Chair the Nomination Committee. Peter Harf has been a Non-Executive Director since December 1999 and serves on the Nomination Committee. Following the annual evaluation of the performance of your Board and individual Directors carried out in 2010, I am authorised to state that it is your Board's opinion that Peter Harf and I continue to demonstrate strong commitment to the Company. Your Board believes we both have significant financial
and managerial experience from current and past directorships of both UK and international companies gained over many years and demonstrate independence in our approach.
Bart Becht and Graham Mackay are both retiring by rotation and, being eligible, submit themselves for re-election at the AGM.
Bart Becht has been Chief Executive Officer since December 1999 and is responsible for the day-to-day executive management of the Company.
Graham Mackay has been a Non-Executive Director since February 2005, the Senior Independent Director since November 2006 and serves on the Remuneration Committee. He is the Chief Executive Officer of SABMiller plc.
Liz Doherty joined the Company in January 2011 and was appointed to the Board as Chief Financial Officer (CFO) on 8 February 2011. Having been appointed since the date of the AGM held in 2010, she will offer herself for election at the AGM. Liz was for two years CFO at Brambles Limited, a company in the top 25 of companies quoted on the Australian Stock Exchange. Prior to Brambles, Liz spent seven years at Tesco plc where she was the number two in the finance function and Group International Finance Director with additional responsibility for corporate accounts, group tax and treasury. She joined Tesco from Unilever PLC where she had a 22-year career. Liz was a Non-Executive Director of SABMiller plc from 2006 until she stepped down ahead of joining the Company. Your Directors believe Liz's financial, retail and international experience spanning Australia, Spain, the Netherlands and Thailand will further strengthen your Board.
Auditors
Resolutions 9 and 10 deal with the re-appointment and remuneration of the auditors.
Authority to allot shares
Resolution 11 seeks to renew your Directors' authority to allot shares. Under the Companies Act 2006 (the 2006 Act), directors may not allot shares unless authorised to do so by the shareholders in general meeting. Paragraph (a) of this resolution, if passed, would give your Directors the authority to allot shares or grant rights to subscribe for or convert any securities into shares up to an aggregate nominal amount equal to £24,200,000 (representing 242,000,000 ordinary shares of 10p each). This amount represents approximately one third of the issued ordinary share capital of the Company as at 10 March 2011, being the latest practicable date prior to publication of this Notice.
In line with guidance issued by the Association of British Insurers (ABI), paragraph (b) of this resolution would give your Directors authority to allot shares or grant rights to subscribe for or convert any securities into shares in connection with a rights issue in favour of shareholders up to an aggregate nominal amount equal to £48,400,000 (representing 484,000,000 ordinary shares), as reduced by the nominal amount of any shares issued under paragraph (a) of this resolution. This amount (before any reduction) represents approximately two thirds of the issued ordinary share capital of the Company as at 10 March 2011, the latest practicable date prior to publication of this Notice.
The authorities sought under paragraphs (a) and (b) of this resolution will expire at the earlier of 30 June 2012 or the conclusion of the Annual General Meeting of the Company held in 2012.
Your Directors have no present intention to exercise either of the authorities sought under this resolution other than to fulfil the Company's obligations under its executive and employee share plans. Your Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place to finance business opportunities as they arise.
As at the date of this Notice, no ordinary shares are held by the Company in treasury.
Special Resolutions
Resolutions 12 to 14 will be proposed as special resolutions. For each of these resolutions to be passed, at least three quarters of the votes cast must be in favour of the resolution.
Disapplication of pre-emption rights
Resolution 12 will authorise your Directors to allot shares for cash as if shareholders' statutory pre-emption rights did not apply to such allotment up to an amount of £3,630,000 representing less than 5% of the Company's issued ordinary share capital as at 10 March 2011, being the latest practicable date prior to the publication of this Notice. In respect of this aggregate nominal amount, your Directors confirm their intention to follow the provisions of the Pre-Emption Group's Statement of Principles regarding cumulative usage of authorities within a rolling three year period, where the Principles provide that usage in excess of 7.5% should not take place without prior consultation with shareholders. This authority will expire on the earlier of 30 June 2012 or the date of the Company's AGM in 2012.
Purchase of own shares
You authorised your Directors at the AGM held in 2010 to make market purchases (within the meaning of s.693(4) of the 2006 Act) of ordinary shares in the capital of the Company subject to certain conditions, such authority to expire on the date of the AGM to be held in 2011. This authority was not utilised during 2010. Whilst the Company has not pursued a share buy back programme so far in 2011, a special resolution will be proposed at the AGM to renew that authority for a further period. The share buy back programme is subject to regular review and by passing Resolution 13 your Directors retain the flexibility to reinstate the share buy back programme should they so decide. Resolution 13 seeks your consent to the purchase by the Company of up to a maximum of 72,600,000 ordinary shares (representing less than 10% of the Company's issued ordinary share capital as at 10 March 2011).
The total number of options to subscribe for ordinary shares outstanding as at 10 March 2011 was 24,887,328 (representing approximately 3.43% of the issued ordinary share capital of the Company at that date). If the authority to buy back shares under this resolution was exercised in full, the total number of options to subscribe for ordinary shares outstanding at 10 March 2011 would, assuming no further ordinary shares are issued after that date, represent 3.81% of the issued ordinary share capital. The authority will only be exercised in circumstances where the Directors expect that such purchases will result in an improvement in earnings per share and will be in the best interests of shareholders generally.
Notice of general meetings
Resolution 14 is required to renew the authority granted at the 2010 AGM following the implementation in August 2009 of the Shareholders' Rights Directive which increased the notice period for general meetings of the Company to 21 days. The Company is currently able to call general meetings (other than an Annual General Meeting) on 14 clear days' notice subject to the approval of shareholders in general meeting. Shareholders passed an enabling resolution at the AGM held in May 2010 and this authority is effective until the AGM to be held in May 2011. A renewal of this authority will be proposed in order to preserve this ability.
Amendments to employee share plans
Resolution 15 seeks your approval to make two changes to the Company's employee share plans.
The first will extend the term of the Senior Executives' Share Ownership Policy Plan for a further five years until May 2016. This will bring it into line with the terms of most of the Company's other employee share schemes which will come up for renewal or replacement at that time.
The second is to change the equity dilution limits in all of the Company's employee share plans. At the Annual General Meeting held in May 2002, shareholders approved resolutions which established a single annual limit of 2% of the Company's equity share capital of which 1.6% was to apply for discretionary plans and the remaining 0.4% for all other plans. In practice, however, the Company has been able to operate the Company's employee share plans using around 1% annually of the issued capital which is in line with the principal ABI dilution limit guideline of 10% of the issued capital in a ten year period.
Accordingly, your Board is proposing that the existing limits in each of the plans be replaced by a limit that will provide that, on any date, the aggregate nominal amount of shares that may be allocated under the plans may not, when added to the nominal amount of shares allocated in the previous ten years under the plans, exceed 10% of the then equity share capital of the Company. For these purposes, shares will be treated as allocated when rights to acquire or obtain them are granted and otherwise when they are issued or transferred. Rights which lapse, by reason of non-exercise or otherwise, cease to count. No account will be taken of (a) shares which are acquired by purchase in the market (rather than by subscription or from treasury) or (b) shares which an employee purchases at market value using his own funds.
Poll voting on AGM resolutions
Your Board intends to continue the practice of voting on all resolutions by way of a poll rather than voting on a show of hands.
Action to be taken
If you are unable to attend the AGM but wish to register your vote on the business to be transacted at the meeting, please complete the form of proxy in accordance with the instructions printed thereon and return it to Computershare Investor Services PLC, Registrar's Office, The Pavilions, Bridgwater Road, Bristol BS99 6ZY so as to arrive not later than 11.15 am on 3 May 2011, the voting record date. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM if you so wish. There is also the facility to register your proxy vote online if you so wish. Details of how to use this facility are shown on the proxy form. New shareholders should note that, in order to have the right to attend and vote at the meeting, their holding should be registered on the Company's share register by close of business on 3 May 2011.
Yours sincerely, Adrian Bellamy Chairman 29 March 2011
Reckitt Benckiser Group plc 103-105 Bath Road, Slough, Berkshire, SL1 3UH
Telephone 01753 217800 Facsimile 01753 217899
Registered in England no. 6270876
Recommendation
Your Directors believe that the passing of the resolutions to be proposed at the AGM is in the best interests of the Company and its shareholders as a whole and is most likely to promote the success of the Company for the benefit of its shareholders as a whole. Accordingly, they unanimously recommend you to vote in favour of all the resolutions, as they intend to do in respect of their own shareholdings.
Results of voting on all resolutions following completion of the poll procedures will be announced via the Regulatory News Service and will be posted on our corporate website.
Notice of Annual General Meeting
Notice is hereby given that the fourth Annual General Meeting of Reckitt Benckiser Group plc will be held at The London Heathrow Marriott Hotel, Bath Road, Hayes, Middlesex UB3 5AN on Thursday, 5 May 2011 at 11.15 am to consider and, if thought fit, to pass the resolutions set out below. Resolutions 1 to 11 and 15 will be proposed as ordinary resolutions and Resolutions 12 to 14 will be proposed as special resolutions.
Voting on all resolutions will be by way of a poll.
- 1 That the Company's accounts and the reports of the Directors and the auditors for the year ended 31 December 2010 be and are hereby received.
- 2 That the Directors' Remuneration Report for the year ended 31 December 2010 be and is hereby approved.
- 3 That the final dividend recommended by the Directors of 65p per ordinary share for the year ended 31 December 2010 be declared payable and be paid on 26 May 2011 to all ordinary shareholders on the register at the close of business on 25 February 2011.
- 4 That Adrian Bellamy be re-elected as a Director.
- 5 That Peter Harf be re-elected as a Director.
- 6 That Bart Becht be re-elected as a Director.
- 7 That Graham Mackay be re-elected as a Director.
- 8 That Liz Doherty, who was appointed to the Board since the date of the last AGM, be elected as a Director.
- 9 That PricewaterhouseCoopers LLP be re-appointed auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.
- 10 That the Directors be authorised to fix the remuneration of the auditors.
- 11 That the Directors be generally and unconditionally authorised to exercise all the powers of the Company to allot shares or grant rights to subscribe for or convert any security into shares of the Company:
- a) up to a nominal amount of £24,200,000 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of such sum); and
- b) comprising equity securities (as defined in s.560(1) of the 2006 Act) up to a nominal amount of £48,400,000 (such amount to be reduced by any allotments or grants made under paragraph (a) above) in connection with an offer by way of a rights issue:
- i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
- ii) to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,
and so that the Directors may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authorities to apply until the end of next year's AGM or, if earlier, until the close of business on 30 June 2012,
but, in each case, so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Directors may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.
- 12 That if resolution 11 is passed, the Directors be given power to allot equity securities (as defined in s.560(1) of the 2006 Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the company as treasury shares for cash as if s.561 of the 2006 Act did not apply to any such allotment or sale, such power to be limited:
- a) to the allotment of equity securities for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of resolution 11, by way of a rights issue only):
- i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
- ii) to holders of other equity securities, as required by the rights of those securities or, as the Directors otherwise consider necessary,
and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and
b) in the case of the authority granted under paragraph (a) of this resolution to the allotment (otherwise than under paragraph (a) above) of equity securities up to a nominal amount of £3,630,000
such power to apply until the end of next year's AGM or, if earlier, until the close of business on 30 June 2012 but during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted after the power ends and the Directors may allot equity securities under any such offer or agreement as if the power had not expired.
- 13 That the Company be generally and unconditionally authorised for the purposes of s.701 of the 2006 Act to make market purchases (within the meaning of s.693(4) of the 2006 Act) of ordinary shares of 10p each in the capital of the Company ("ordinary shares") provided that
- a) the maximum number of ordinary shares which may be purchased is 72,600,000 ordinary shares (representing less than 10% of the Company's issued ordinary share capital as at 10 March 2011);
- b) the minimum price (excluding expenses) which may be paid for an ordinary share is 10p;
- c) the maximum price (excluding expenses) at which ordinary shares may be purchased shall be the higher of:
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i) an amount equal to 5% above the average of the middle market quotations for the ordinary shares as taken from the London Stock Exchange Daily Official List for the five business days preceding the date of purchase;
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ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System (SETS); and
- d) the authority to purchase conferred by this resolution shall expire on the earlier of 30 June 2012 or on the date of the AGM in 2012 save that the Company may, before such expiry, enter into a contract to purchase ordinary shares under which such purchase will or may be completed or executed wholly or partly after the expiration of this authority and may make a purchase of ordinary shares in pursuance of any such contract.
- 14 That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.
- 15 That the amendments to the Reckitt Benckiser Group 2007 Senior Executives' Share Ownership Policy Plan, the Reckitt Benckiser Group 2007 Global Stock Profit Plan, the Reckitt Benckiser Group 2007 Long-Term Incentive Plan, the Reckitt Benckiser Group 2007 US Savings-Related Share Option Plan and the Reckitt Benckiser Group 2007 Savings Related Share Option Plan, as summarised in the Chairman's letter on page 2 of the Notice of the 2011 Annual General Meeting dated 29 March 2011, be and are hereby approved and that the Directors be and they are hereby authorised to do all acts and things necessary to carry them into effect.
By order of the Board
Elizabeth Richardson
Company Secretary
29 March 2011
Registered Office: 103-105 Bath Road, Slough, Berkshire SL1 3UH
Notes
- 1 Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. 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. A proxy need not be a shareholder of the Company. A proxy form which may be used to make such appointment and give proxy instructions accompanies this Notice or if you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact the Reckitt Benckiser shareholder helpline on 0870 703 0118 or www.investorcentre.co.uk/contactus.
- 2 To be valid any proxy form or other instrument appointing a proxy must be received by the Company's Registrar (contact details set out in paragraph 17(ii)) below or by using the CREST Proxy Voting Service in accordance with paragraph 11 below or the completed proxy form can be delivered to the following electronic address: www.eproxyappointment.com in each case so as to be received no later than 11.15 am on Tuesday, 3 May 2011. CREST and internet voting are the only acceptable electronic addresses for receiving proxy information.
- 3 No proxy may be authorised to exercise votes which any other proxy has been authorised to exercise.
- 4 The proxy form must be signed and dated by the shareholder or his/ her attorney duly authorised in writing. If the shareholder is a company, it may execute by the signatures of a duly authorised officer or attorney. In the case of joint holdings, any one holder may sign the proxy form. The vote of the senior joint holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint holding.
- 5 The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in paragraphs 10–11 below) will not prevent a shareholder attending the Annual General Meeting and voting in person if he/she wishes to do so.
- 6 Any person to whom this Notice is sent who is a person nominated under s.146 of the 2006 Act 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 Annual General 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.
- 7 The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 and 2 above does not apply to Nominated Persons. The rights described in those paragraphs can only be exercised by shareholders of the Company.
- 8 To be entitled to attend and vote at the Annual General Meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company by 5pm on 3 May 2011 (or, in the event of any adjournment, on the date which is two days before the time of the adjourned meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
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9 As at 10 March 2011 (being the last practicable business day prior to the publication of this Notice) the Company's issued share capital consisted of 726,185,793 ordinary shares, none of which were held as treasury shares. Therefore, the total voting rights in the Company as at 10 March 2011 are 726,185,793.
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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 service provider, should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.
- 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 instruction, 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 issuer's agent (ID 3RA50) by the latest time for receipt of proxy appointments specified in this Notice. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
- 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 message. 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 system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
- 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.
- 14 Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
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15 Shareholders meeting the threshold requirements of s.527 of the 2006 Act have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Annual General Meeting; 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 s.437 of the 2006 Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with s.527 or s.528 of the 2006 Act. Where the Company is required to place a statement on a website under s.527 of the 2006 Act it must forward the statement to the Company's auditor no later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under s.527 of the 2006 Act to publish on a website.
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16 The following documents will be available for inspection at the offices of Slaughter and May, the Company's solicitors at One Bunhill Row, London EC1Y 8YY and at the Company's registered office at 103-105 Bath Road, Slough, Berkshire SL1 3UH on any weekday (except public holidays) during normal business hours from the date of this Notice until the date of the Annual General Meeting and at The London Heathrow Marriott Hotel, Bath Road, Hayes, Middlesex UB3 5AN for a period of 15 minutes prior to the Annual General Meeting and during the meeting:
- i) copies of all service agreements of the Executive Directors of the Company (other than contracts expiring or determinable within one year without payment of compensation);
- ii) the terms and conditions of appointment of the Non-Executive Directors;
- iii) a copy of the existing Articles of Association;
- iv) copies of the existing and amended rules of the Reckitt Benckiser Group 2007 Long-Term Incentive Plan, the Reckitt Benckiser Group 2007 Senior Executive Share Ownership Policy Plan, the Reckitt Benckiser Group 2007 Savings Related Share Option Plan, the Reckitt Benckiser 2007 Global Stock Profit Plan and the Reckitt Benckiser Group 2007 US Savings-Related Share Option Plan; and
- v) the Deed Poll of Indemnity dated 28 July 2009.
- 17 Except as provided above, members who have general queries about the AGM should use the following means of communication (no other methods of communication will be accepted):
- i) calling our shareholder helpline on 0870 703 0118; or
- ii) writing to: Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZY
- 18 A copy of this Notice and other information required by s.311A of the 2006 Act is available from the Company's website, www.rb.com.
- 19 Under s.319A of the 2006 Act, the Company must answer any question relating to the business being dealt with at the meeting put by a member attending the meeting unless:
- i) answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential Information;
- ii) the answer has already been given on a website in the form of an answer to a question; or
- iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
You may not use any electronic address provided either in this Notice of Annual General Meeting or any related documents (including the Chairman's Letter and proxy form) to communicate with the Company for any purposes other than those expressly stated.