Notice of Annual General Meeting
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO WHAT ACTION TO TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, ACCOUNTANT, BANK MANAGER OR OTHER PROFESSIONAL ADVISOR AUTHORISED PURSUANT TO THE FINANCIAL SERVICES AND MARKETS ACT 2000. IF YOU HAVE SOLD OR TRANSFERRED YOUR SHARES IN ARRIVA PLC YOU SHOULD SEND THIS DOCUMENT TOGETHER WITH THE ACCOMPANYING FORM OF PROXY 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 Annual General Meeting of the company will be held at the Ramside Hall Hotel, Carrville, Durham, DH1 1TD on Wednesday 23 April, 2008 at 11.30 am to transact the following business. Resolutions 1 to 8 inclusive will be proposed as ordinary resolutions. Resolution 9 will be proposed as an extraordinary resolution. Resolutions 10 and 11 will be proposed as special resolutions:
- To consider and adopt the Accounts for the year ended 31 December 2007 together with the reports of the directors and auditors thereon. (Resolution 1)
- To declare a final dividend for the year ended 31 December 2007 on the ordinary shares of the company, of 17.06 pence per share. (Resolution 2)
- To approve the Directors’ Remuneration Report for the year ended 31 December 2007. (Resolution 3)
- To re-elect directors retiring by rotation under the terms of
the Articles of Association.
- Mr S J Clayton (Resolution 4)
- Mr N P Buckles (Resolution 5)
- Mr S G Williams (Resolution 6)
- To re-appoint PricewaterhouseCoopers LLP as auditors to the company and authorise the directors to fix the auditors’ remuneration. (Resolution 7)
- As special business to consider and if thought fit pass the
following resolutions:
- Ordinary Resolution (Resolution 8) ‘That the directors be and are hereby generally and unconditionally authorised pursuant to Section 80 of the Companies Act 1985 (‘The Act’) to exercise any power of the company to allot and grant rights to subscribe for relevant securities (as defined in Section 80 of The Act) of the company up to a maximum of 66,207,857 ordinary shares of 5 pence each in the capital of the company at the date of the passing of this resolution PROVIDED THAT the authority hereby given shall expire at the conclusion of the Annual General Meeting to be held in 2009 unless previously renewed or varied save that the directors may, notwithstanding such expiry, allot any relevant securities or grant any such rights under this authority in pursuance of an offer or agreement so to do made by the company before the expiry of this authority.’
- Extraordinary Resolution (Resolution 9) ‘That the company
be and is hereby granted general and unconditional authority to
make market purchases (within the meaning of Section 163 of the
Companies Act 1985) on the London Stock Exchange of ordinary shares
of 5 pence each in its capital PROVIDED THAT:
- this power shall be limited so that the number of ordinary shares of 5 pence each which may be acquired pursuant to this authority does not exceed 19,862,357 ordinary shares and shall expire on 23 July 2009, or if earlier, at the conclusion of the next Annual General Meeting; and
- the price which may be paid for such ordinary shares does not exceed 5 per cent above the average of the middle market quotations as derived from The Stock Exchange Official List for the five business days before the purchase is made and is not less than 5 pence per share (in each case exclusive of expenses).’
- Special Resolution (Resolution 10) ‘That the directors,
pursuant to the general authority conferred by an ordinary
resolution passed at the Annual General Meeting of the company held
on 18 April 2007, be and are hereby empowered under Section 95 of
the Companies Act 1985 to allot for cash equity securities either
pursuant to the authority so conferred or where the equity
securities are held by the company as treasury shares as if Section
89(1) of that Act did not apply to such allotment, PROVIDED THAT
this power shall:
- be limited to the allotment of equity securities, pursuant to a rights issue, open offer or other pre-emptive offer, in favour of ordinary shareholders, where the equity securities, respectively attributable to the interests of all ordinary shareholders, are proportionate as nearly as practicable to the number of ordinary shares held by them (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or legal or practical problems under the laws or the requirements of any recognised regulatory body or any stock exchange in any territory overseas); and
- be limited to the allotment (otherwise than pursuant to sub paragraph (i) above) or pursuant to the Arriva plc Executive Share Option Scheme, the Arriva plc Share Incentive Scheme, the Arriva plc Share Incentive Plan, the Arriva plc Long Term Incentive Plan and the Arriva plc Company Share Option Plan 2006, of equity securities to an aggregate nominal amount of £496,559; and
- expire at the conclusion of the next Annual General Meeting of the company (or, if earlier, the day which is 15 months from the passing of this Resolution), save that the company is hereby enabled to make an offer or agreement before such expiry, which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.’
- Special Resolution (Resolution 11) ‘That the Articles of Association of the company be amended as follows: (i) the definition of ‘The Act’ in Article 2 (Interpretation) shall be amended by the addition of the words ‘including, for the avoidance of doubt, the Companies Act 2006’ at the end of the definition; and (ii) Article 102 shall be deleted and replaced by the following two articles, which shall be numbered Articles 102 and 102A; and (iii) the existing Article 117 shall be deleted and replaced by a new Article 117.’
New Article 102
‘102.
- Subject to the provisions of The Act, and provided that he has
disclosed to the directors the nature and extent of any material
interest of his, a director notwithstanding his office:-
- may be a party to, or otherwise interested in, any transaction or arrangement with the company or in which the company is otherwise interested; and
- may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the company or in which the company is otherwise interested, and (A) he shall not, by reason of his office, be accountable to the company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate; (B) he shall not infringe his duty to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company as a result of any such office or employment or any such transaction or arrangement or any interest in any such body corporate; and (C) no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.
- For the purposes of this article:-
- a general notice given to the directors that a director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the director has an interest in any such transaction of the nature and extent so specified; and
- an interest of which a director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.’
New Article 102A
‘102A.
- The directors may (subject to such terms and conditions, if
any, as they may think fit to impose from time to time, and subject
always to their right to vary or terminate such authorisation)
authorise, to the fullest extent permitted by law:-
- any matter which would otherwise result in a director infringing his duty to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the company and which may reasonably be regarded as likely to give rise to a conflict of interest (including a conflict of interest and duty or conflict of duties); and
- a director to accept or continue in any office, employment or
position in addition to his office as a director of the company and
without prejudice to the generality of paragraph (a)(i) of this
article may authorise the manner in which a conflict of interest
arising out of such office, employment or position may be dealt
with, either before or at the time that such a conflict of interest
arises, provided that the authorisation is only effective if:-
- any requirement as to the quorum at the meeting at which the matter is considered is met without counting the director in question or any other interested director; and
- the matter was agreed to without their voting or would have been agreed to if their votes had not been counted.
- If a matter, or office, employment or position, has been
authorised by the directors in accordance with this article then
(subject to such terms and conditions, if any, as the directors may
think fit to impose from time to time, and subject always to their
right to vary or terminate such authorisation or the permissions
set out below):-
- the director shall not be required to disclose any confidential information relating to such matter, or such office, employment or position, to the company if to make such a disclosure would result in a breach of a duty or obligation of confidence owed by him in relation to or in connection with that matter, or that office, employment or position;
- the director may absent himself from discussions, whether in meetings of the directors or otherwise, and exclude himself from information, which will or may relate to that matter, or that office, employment or position; and
- a director shall not, by reason of his office as a director of the company, be accountable to the company for any benefit which he derives from any such matter, or from any such office, employment or position.’
New Article 117
‘117. No business shall be transacted at any meeting of the directors unless a quorum is present. The quorum may be fixed by the directors. If the quorum is not fixed by the directors, the quorum shall be two and for these purposes the presence of a quorum shall be determined separately in relation to each matter or resolution to be considered or voted on at the meeting. An alternate director who is not himself a director shall, if his appointer is not present, be counted in the quorum.’
By order of the Board
D P TURNER
Secretary
Company No. 347103
Registered Office:
Admiral Way Doxford International Business Park
Sunderland
SR3 3XP
27 March 2008
NOTES
1. Only those shareholders registered in the register of members of the company at 6 pm on 21 April 2008 shall be entitled to attend and vote at the AGM in respect of the number of shares registered in their name at that time. 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 AGM. If the AGM is adjourned, only shareholders entered on the company’s register of members no less than 48 hours before the time fixed for the adjourned meeting shall be entitled to attend and vote at the meeting.
2. A member entitled to attend and vote at this meeting
may appoint one or more persons (who need not be members of the
company) to exercise all or any of his rights to attend, speak and
vote at the meeting. A member can appoint more than one proxy in
relation to the meeting, provided that each proxy is appointed to
exercise the rights attaching to different shares held by him.
Completion and submission of the proxy form will not preclude the
member from attending and voting at the meeting or any adjournment
thereof. If a member attends the meeting in person, the authority
of the proxies will automatically be terminated.
A proxy form is enclosed for use in respect of
Resolutions 1 to 11. Forms must be received at the designated
address at least 48 hours before the meeting whether in manual or
electronic format.
3. A copy of this notice has been sent for information only to persons who have been nominated by a member to enjoy information rights under Section 146 of the Companies Act 2006 (‘Nominated Persons’). The rights to appoint a proxy cannot be exercised by a Nominated Person: they can only be exercised by the member. However, a Nominated Person may have a right under an agreement between him and the member by whom he was nominated to be appointed as a proxy for the meeting or to have someone else so appointed. If a Nominated Person does not have such a right or does not wish to exercise it, he may have a right under such an agreement to give instructions to the member as to the exercise of voting rights.
4. In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in place at the meeting so that (i) if a corporate shareholder has appointed the chairman of the meeting as its corporate representative with instructions to vote on a poll in accordance with the directions of all of the other corporate representatives for that shareholder at the meeting, then on a poll those corporate representatives will give voting directions to the chairman and the chairman will vote (or withhold a vote) as corporate representative in accordance with those directions; and (ii) if more than one corporate representative for the same corporate shareholder attends the meeting but the corporate shareholder has not appointed the chairman of the meeting as its corporate representative, a designated corporate representative will be nominated, from those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that designated corporate representative. Corporate shareholders are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives - www.icsa.org.uk - for further details of this procedure. The guidance includes a sample form of representation letter if the chairman is being appointed as described in (i) above.
5. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising 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 made by means of CREST 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. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by Computershare Investor Services plc (CREST Participant - number 3RA50) by no 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 applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. 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.
6. A statement of transactions of the directors in the shares of the company together with copies of the directors’ service contracts or letters of appointment and the directors’ Deeds of Indemnity will be available for inspection during business hours from the date hereof until the day of the Annual General Meeting at the registered office and at the venue of the Annual General Meeting from 11.15 am until its conclusion.
7. If approved, the proposed final dividend of 17.06 pence per ordinary share will be paid on 1 May 2008, to shareholders on the register at 5 pm on 28 March 2008.
8. The total number of voting rights as at 1 March 2008 in Arriva plc was 198,623,572.
EXPLANATORY NOTES RELATING TO THE BUSINESS TO BE CONDUCTED AT THE ANNUAL GENERAL MEETING TO BE HELD ON 23 APRIL 2008
The Board of Arriva plc considers the resolutions set out in the Notice of Annual General Meeting are likely to promote the success of the company and are in the best interests of its shareholders as a whole. The directors unanimously recommended that you vote in favour of the resolutions as they intend to do in respect of their own beneficial holdings.
Explanatory notes in relation to certain of the business to be conducted at the AGM are given below:
(1) Authority to Allot Shares (Resolution
8)
This item, set out as Resolution 8 in the
accompanying Notice of Meeting, seeks shareholder approval for the
directors to be authorised to allot shares. Under the provisions of
Section 80 Companies Act 1985 (‘The Act’) the directors
are not permitted to allot shares unless authorised to do so by the
shareholders. The Act provides for such authority to be granted
either by the company in general meeting or by the Articles of
Association, and in both cases such authority must be renewed at
least every five years. Notwithstanding the statutory provisions,
institutional best practice indicates that this authority be
renewed annually and that the authority be limited to the lesser of
the authorised but unissued share capital and one third of the
issued share capital; accordingly authority is sought in respect of
66,207,857 ordinary shares representing one third of the issued
share capital as at 1 March 2008.
The directors have no present intention of exercising this
authority.
(2) Purchase of Own Shares (Resolution
9)
This item, set out as Resolution 9 in the
accompanying Notice of Meeting, seeks to renew the authority of the
company to make market purchases of up to 19,862,357 ordinary
shares (10 per cent of the issued ordinary shares at 1 March 2008)
of 5 pence each at a price not exceeding 5 per cent above the
average of the mid-market quotation of the ordinary shares in the
five business days preceding such purchase at a price not below 5
pence per share.
The directors have no present intention of exercising the authority
to purchase the company’s ordinary shares but will keep the
matter under review, taking into account the financial resources of
the company, the company’s share price and future funding
opportunities. The authority will be exercised only if the
directors believe that to do so would result in an increase in
earnings per share and would be in the interests of shareholders
generally. Any purchases of ordinary shares would be by means of
market purchases through the London Stock Exchange.
(3) Disapplication of Pre-emption Rights (Resolution
10)
This item, set out as Resolution 10 in the
accompanying Notice of Meeting, seeks to renew the authority
granted at the previous Annual General Meeting for the directors to
take advantage of Section 95 of the Companies Act 1985 (‘The
Act’). Section 89 of The Act requires that an allotment of
shares for cash may not be made unless the shares are first offered
to existing shareholders on a pre-emptive basis in accordance with
The Act. Section 95 of The Act permits the directors to disapply
these pre-emption requirements and accordingly a Special Resolution
will be proposed at the Annual General Meeting which, if passed,
will have the effect of granting the directors the power, on
similar terms to that granted by the Special Resolution passed at
the Annual General Meeting held on 18 April 2007, to allot up to 5
per cent of the present issued ordinary share capital otherwise in
accordance with Section 89 of The Act in addition to any issue by
way of rights.
(4) Authorisation of Conflicts (Resolution
11)
The Companies Act 2006 (‘The 2006 Act’) sets out
directors’ general duties which largely codify the existing
law but with some changes. Under The 2006 Act, from 1 October 2008
a director has a statutory duty to avoid a situation where he has,
or can have, a direct or indirect interest that conflicts, or
possibly may conflict, with the company’s interests. The
requirement is very broad and could apply, for example, if a
director becomes a director of another company or a trustee of
another organisation. The 2006 Act allows directors of public
companies to authorise conflicts and potential conflicts where
appropriate, if the Articles of Association contain a provision to
this effect. The 2006 Act also allows the Articles of Association
to contain other provisions for dealing with directors’
conflicts of interest to avoid a breach of duty.
Article 102, which is the provision for dealing with conflicts in
our current articles, allowing directors to be interested in
transactions and to be an officer of, or employed by, or interested
in a body corporate in which the company is interested, has been
amended so that it confirms that such interests, offices or
employment will not infringe the conflicts duty as codified in The
2006 Act.
New Article 102A gives the directors authority to approve conflict
situations including other directorships held by the
company’s directors and include other provisions to allow
conflicts of interest to be dealt with in a similar way to the
current position.
There are safeguards that will apply when directors decide whether
to authorise a conflict or potential conflict. First, only
directors who have no interest in the matter being considered will
be able to take the relevant decision, and secondly, in taking the
decision the directors must act in a way they consider, in good
faith, will be most likely to promote the company’s success.
The directors will be able to impose limits or conditions when
giving authorisation if they think this is appropriate.
The proposed new Article 102A also contains provisions relating to
confidential information, attendance at Board meetings and
availability of Board papers to protect a director from being in
breach of duty if a conflict of interest or potential conflict of
interest arises. These provisions will only apply where the
position giving rise to the potential conflict has previously been
authorised by the directors.
The proposed new Article 117, which deals with the quorum
requirement for meetings of directors, clarifies that the presence
of a quorum will be determined separately in relation to each
matter or resolution considered or voted on at the meeting. This
will mean that if a director cannot count in the quorum for a
particular reason (because for example he is interested in the
outcome of the resolution) he may still count in the quorum for the
other resolutions to be voted on at the meeting.
It is the Board’s intention to report annually on the
company’s procedures for ensuring that the Board’s
powers of authorisation of conflicts are operated effectively and
that the procedures have been followed.
Arriva plc
Registered Office:
Admiral Way
Doxford International Business Park
Sunderland
SR3 3XP
United Kingdom
Company number: 347103
Registered in England and Wales
Tel +44 (0)191 520 4000
Fax +44 (0)191 520 4001
