This document is important and requires your immediate attention If you are in any doubt as to what action you should take, you should consult immediately with your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all your shares in Reed Elsevier PLC, please send this Notice of Annual General Meeting and accompanying documents to the stockbroker, or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. A Form of Proxy for the Annual General Meeting is enclosed and should be completed and returned so as to reach the company’s Registrar by no later than 11.00 am on Monday 21 April 2008. Completion and return of the Form of Proxy will not prevent you from attending and voting at the meeting in person, should you wish. Alternatively, you can register your proxy vote electronically, either by means of a website provided by the company’s Registrar at www.sharevote.co.uk, or by using the service provided by Euroclear UK & Ireland Limited. Further details are given in the notes to the attached Notice of Annual General Meeting.
Reed Elsevier PLC Notice of Annual General Meeting to be held at the Millennium Hotel, Grosvenor Square, London, W1K 2HP on Wednesday, 23 April 2008 at 11.00 am
Notice of Annual General Meeting
To the holders of Reed Elsevier PLC ordinary shares
Dear Shareholder, Annual General Meeting 2008 Introduction I am pleased to invite you to the Annual General Meeting of the company for 2008, which will be held on Wednesday, 23 April 2008 at 11.00 am in the Ballroom at the Millennium Hotel, Grosvenor Square, London, W1K 2HP. Dividend The company will be reinstating the Dividend Reinvestment Plan (“DRIP”) for the 2007 final dividend payment of 13.6p per share, payable on 16 May 2008. Shareholders who elected to reinvest their 2007 interim dividend, and who wish to reinvest their 2007 final dividend, need take no action. The closing date for withdrawing a previous dividend reinvestment election, or making a new election, is 2 May 2008. Further information concerning the DRIP appears on page 191 of the Reed Elsevier Annual Reports and Financial Statements 2007. Board appointments Sir Crispin Davis, Andrew Prozes, Lisa Hook and Gerard van de Aast will retire from the board by rotation at the Annual General Meeting and, being eligible, offer themselves for re-election. Biographical information concerning the directors seeking re-election appears on page 7. During the year the Corporate Governance Committee conducted a review of the functioning and constitution of the boards and their committees, and also retained external consultants to conduct a board effectiveness review. Based on these assessments and the board effectiveness review, the Nominations Committee believes that the performance of each director seeking re-election at the Annual General Meeting continues to be effective, and that they each demonstrate commitment to their respective roles in Reed Elsevier. Accordingly, the Nominations Committee recommends the re-election of each director. Special Business Resolutions The Notice of Meeting on pages 8 and 9 sets out, in addition to the items of routine business, the items of special business to be considered at the Annual General Meeting. These items are noted below and explained in more detail on pages 4 to 6. Directors’ Remuneration Report (Resolution 2) In accordance with legislation, shareholders are given the opportunity to vote on the Remuneration Report. In line with the legislation, this vote will be in respect of the content of the Remuneration Report and not specific to any director’s level or terms of remuneration, and will be advisory in nature. Authority to allot and purchase own shares (Resolutions 10, 11 and 12) These items relate to the renewal of the authority previously approved by shareholders to permit the directors, subject to the limits described in the individual Resolutions, to: –
allot the unissued share capital in the company;
allot equity securities for cash on a non pre-emptive basis; and
make market purchases of the company’s shares (with the ability to hold the purchased shares in treasury).
If approved by shareholders, Resolution 12 will enable the company to continue to operate the annual share repurchase programme, which commenced in 2006. The repurchase of shares in the company and Reed Elsevier NV will reflect the equalisation ratio. Articles of Association (Resolution 13) Resolution 13 concerns the proposed adoption of new Articles of Association, primarily to implement the phased introduction of the Companies Act 2006. The new Articles of Association will, if approved, come into effect in two stages and will allow the company, inter alia, to take advantage of recent legislation regarding electronic communications with shareholders and to take account of other changes in company law. The first group of
Notice of Annual General Meeting
amendments will come into effect upon approval of the Resolution, to reflect changes in legislation which are already effective. The second group of amendments reflect changes in legislation that will become effective on 1 October 2008. Electronic communications The company is already making use of electronic communications through publishing its results announcements and presentations, trading updates and other important announcements and corporate governance documents concerning Reed Elsevier on its website, www.reedelsevier.com. Many of the company’s shareholders already find it more convenient to access shareholder information by means of the company’s website, and have registered an email address with the company’s Registrar so that they may be advised when shareholder documents have been posted on the company’s website. Increased use of electronic communications, which will be made possible as a result of the changes to the Articles of Association proposed in Resolution 13, will deliver savings to the company in terms of administration, printing and postage costs. It will also speed up the communication of information to shareholders, whilst at the same time delivering significant environmental benefits through reduced use of paper and the energy required for its production and distribution. Any shareholder who prefers to receive shareholder communications in the traditional paper form will still be able to do so. Recommendation Your board considers that the proposed Resolutions set out in the Notice of Meeting are in the best interests of the company and the shareholders as a whole. Accordingly, they unanimously recommend you to vote in favour of each Resolution, as they themselves intend to do in respect of their own shareholdings in the company. Voting procedures Enclosed with the Notice of Meeting is a Form of Proxy. Whether or not you plan to attend the Annual General Meeting, I would ask you to complete the Form of Proxy and return it to the company’s Registrar at the address shown on the Form of Proxy. Alternatively, a proxy vote may be submitted via the Internet at www.sharevote.co.uk or, if you are a user of the CREST system, via the Crest electronic proxy appointment service. Further information concerning the appointment of a proxy is set out on pages 10 and 11. All Resolutions proposed at the meeting will be decided by poll. This reflects best corporate governance practice and will ensure that shareholders who are not able to attend the Annual General Meeting, but who have appointed proxies, have their votes fully taken into account. Yours sincerely Jan Hommen Chairman 20 March 2008
Notice of Annual General Meeting
Explanation of items of special business to be proposed at the 2008 Annual General Meeting
Resolution 2 – Directors’ Remuneration Report Under the Directors’ Remuneration Report Regulations 2002, shareholders are given the opportunity to vote on the Directors’ Remuneration Report. In line with the legislation, this vote will be in respect of the content of the Remuneration Report and not specific to any director’s level or terms of remuneration, and will be advisory in nature. The Directors’ Remuneration Report is contained in the Annual Reports and Financial Statements 2007. Resolution 10 – Allotment of shares This Resolution renews the authority of the directors previously approved by shareholders to allot shares up to the amount of the authorised but unissued share capital in the company, which at 3 March 2008 stood at £20.3 million, representing 12.4% of the total issued ordinary share capital (excluding treasury shares) of the company. Although at present the directors have no intention of exercising the authority, it is considered prudent to maintain the flexibility it provides. Resolution 11 – Disapplication of pre-emption rights This Resolution renews the authority of the directors previously approved by shareholders to allot equity securities for cash without first being required to offer such securities to the then existing shareholders pro rata to their holdings. The first part of the authority relates to the issue of securities of up to a nominal amount of £8 million, representing less than 5% of the company’s issued ordinary share capital. Companies are generally able to allot equity securities for cash in order to satisfy entitlements under their share option schemes without those securities being counted towards that company’s normal 5% disapplication limit. However, as a consequence of the merger of the Reed Elsevier PLC and Reed Elsevier NV businesses in 1993, employees of the company and its subsidiaries became employees of either Reed Elsevier Group plc or a Reed Elsevier participating company. This has the effect that equity securities issued by the company under the Reed Elsevier Group plc share option schemes (which were introduced to operate in place of the schemes operated by the company prior to the merger and which have been approved by shareholders) must, as a matter of law, be counted towards the company’s disapplication limit. At 3 March 2008, 36.3 million shares in the company, representing 3.2% of the company’s issued share capital, were under option under the Reed Elsevier Group plc share option schemes. In order to ensure similar treatment with other companies who are, as mentioned above, able to allot equity securities on the exercise of options under their share option schemes without such allotments counting towards their disapplication limits, the second part of the authority in Resolution 11 relates to the issue of equity securities pursuant to the terms of the Reed Elsevier Group plc share option schemes. Resolution 12 – Authority to purchase own shares As with the previous two Resolutions, this Resolution renews an authority approved by shareholders at last year’s Annual General Meeting. It authorises the company to purchase up to 10% of its issued ordinary shares at or between the minimum and maximum prices specified in the Resolution. The authority will be used only in circumstances where the board, after careful consideration, believes that such a purchase would result in an expected increase in adjusted earnings per share and would be in the best interests of the company and of its shareholders as a whole. In the event that the authority conferred in this Resolution is exercised, the company will have the ability to hold shares purchased in treasury. To the extent that any shares purchased are held in treasury, earnings per share would only be increased on a temporary basis until such time as the shares are resold out of treasury. The total number of share options outstanding at 3 March 2008 was 36.3 million. This figure represents 3.3% of the issued share capital of the company (excluding treasury shares) at that date. If the company repurchased the maximum number of shares permitted pursuant to this Resolution, the total number of share options outstanding as at 3 March 2008 would represent 3.6% of the issued share capital (excluding treasury shares) of the company. As at 3 March 2008 the company held 32.0 million shares in treasury. If approved by shareholders, the authorities contained in Resolutions 10, 11 and 12 will expire on the date of the Annual General Meeting in 2009 or on 22 April 2009, whichever is the later.
Notice of Annual General Meeting
Resolution 13 – Adoption of new Articles of Association It is proposed in this Resolution to adopt new Articles of Association (the ’Articles’) in order to update the company’s current Articles of Association primarily to take account of changes in English company law as a result of the Companies Act 2006 (the ’2006 Act’) which are currently in force. As certain further provisions of the 2006 Act come into force in October 2008, shareholders are being asked to approve further changes to the Articles to take such provisions into account. It is likely that the company will propose to adopt another revised set of Articles at the 2009 Annual General Meeting, in order to incorporate the changes in English company law brought about by the remaining provisions of the 2006 Act which have an expected implementation date of 1 October 2009. The material differences between the current Articles and the proposed new Articles are summarised below. A copy of the proposed new Articles and a copy of the existing Articles marked to show the changes being proposed are available for inspection as stated in note 17 of this Notice. PROVISIONS COMING INTO EFFECT ON 23 APRIL 2008 ON ADOPTION OF THE NEW ARTICLES Form of resolution The current Articles contain a provision that, where for any purpose an ordinary resolution is required, a special or extraordinary resolution is also effective and that, where an extraordinary resolution is required, a special resolution is also effective. This provision is being amended as the concept of extraordinary resolutions has not been retained under the 2006 Act. Variation of Rights The current Articles contain provisions regarding the variation of class rights which include reference to an extraordinary resolution, a concept that has not been retained under the 2006 Act. Therefore, this provision has been amended to refer instead to a special resolution in the new Articles. Treasury Shares The new Articles formalise the company’s power to hold its own shares and redeemable shares as treasury shares. Consequential amendments have been made to the Articles. Convening General Meetings The provisions in the current Articles dealing with the convening of general meetings and the length of notice required to convene general meetings are being amended to conform to the new provisions in the 2006 Act. In particular, an extraordinary general meeting to consider a special resolution can be convened on 14 days’ notice whereas previously 21 days’ notice was required. Votes of Members Under the 2006 Act proxies are entitled to vote on a show of hands whereas under the current Articles proxies are only entitled to vote on a poll. The time limits for appointment or termination of a proxy appointment have been altered by the 2006 Act so that a company’s articles of association cannot provide that they should be received more than 48 hours before the meeting, or, in the case of a poll taken more than 48 hours after the meeting, more than 24 hours before the time for the taking of the poll, with weekends and bank holiday being permitted to be excluded for this purpose. Multiple proxies may be appointed provided that each proxy is appointed to exercise the rights attached to a different share held by the shareholder. Multiple corporate representatives may be appointed. The new Articles reflect these new provisions. The company is aware of concerns that have been raised about the effect of section 323(4) of the 2006 Act which provides that where a corporate shareholder appoints multiple representatives and they exercise their powers to vote at a general meeting in different ways, the power is treated as not exercised. The company is subject to the new law regardless of any amendment to its Articles but intends to take account of best practice to allow, as far as possible, multiple corporate representatives to attend general meetings of the company and ensure their votes are counted.
Notice of Annual General Meeting
Age of directors on appointment The current Articles contain a provision requiring a director’s age to be disclosed if he has attained the age of 70 years or more in the notice convening a meeting at which the director is proposed to be elected or re-elected. Such provision could now infringe the Employment Equality (Age) Regulations 2006 and has, therefore, been removed from the new Articles. Electronic and web communications Provisions of the 2006 Act which came into force in January 2007 enable companies to communicate with members by electronic and/or website communications. The new Articles still allow communications to members in electronic form and, in addition, they also permit the company to take advantage of the new provisions relating to website communications. Before the company can formally communicate with a member by means of website communication, the relevant member must be asked individually by the company to agree that the company may send or supply documents or information to him by means of a website, and the company must either have received a positive response or have received no response within the period of 28 days beginning with the date on which the request was sent. The company will notify the member (either in writing, or by other permitted means) when a relevant document or information is placed on the website. A member can always request a hard copy version of the document or information, which will be provided at no cost to the member. Directors’ indemnities The new Articles reflect the widened scope of the powers of a company to indemnify directors. PROVISIONS COMING INTO EFFECT ON 1 OCTOBER 2008 Directors’ interests 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 must 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, where 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. The new Articles give the directors authority to approve such situations and to include other provisions to allow conflicts of interest to be dealt with in a similar way to the current position. There are safeguards which 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. It is also proposed that the new Articles should contain provisions relating to confidential information, attendance at board meetings and availability of board papers to protect a director against being in breach of duty should a conflict of interest or potential conflict of interest arise. These provisions will only apply where the position giving rise to the potential conflict has previously been authorised by the directors. It is the board’s intention to report annually on the company’s procedures for ensuring that the board’s powers to authorise conflicts are operated effectively.
Notice of Annual General Meeting
Biographical information Concerning directors seeking re-election at the 2008 Annual General Meeting Sir Crispin Davis (59) (British)
Chief Executive Officer since 1999. Member of the Nominations Committee. Knighted in 2004 for services to the information industry. Non-executive director of GlaxoSmithKline plc. Prior to joining Reed Elsevier was Chief Executive Officer of Aegis Group plc. From 1990 to 1993 was a member of the main board at Guinness plc and Group Managing Director of United Distillers. Spent over 20 years at Procter and Gamble where he held senior positions in the UK and Germany, before heading up the North American Food Business.
Andrew Prozes (62) (Canadian)
Chief Executive Officer of the LexisNexis division since 2000. Nonexecutive director of Cott Corporation. Prior to joining Reed Elsevier was an Executive Vice President with the West Group, part of the Thomson Corporation, and prior to that was Group President of Southam Inc.
Lisa Hook (50) (American)
Appointed 2006. Member of the Audit Committee and the Corporate Governance Committee. President and Chief Operating Officer of NeuStar Inc. Before that was President and Chief Executive Officer at Sun Rocket Inc. Was President of AOL Broadband, Premium and Developer Services. Prior to joining AOL, was a founding partner at Brera Capital Partners LLC. Previously was Chief Operating Officer of Time Warner Telecom. Has served as Senior Advisor to the Federal Communications Commission Chairman and a Senior Counsel to Viacom Cable.
Gerard van de Aast (50) (Dutch)
Chief Executive Officer of the Reed Business division since 2000. Member of the supervisory board of Océ N.V. Prior to joining Reed Elsevier was Vice President and General Manager of Compaq’s Enterprise business in Europe, Middle East and Africa.
Notice of Annual General Meeting
Notice of Annual General Meeting to be held on 23 April 2008 at 11.00 am
Notice is hereby given that the Annual General Meeting of Reed Elsevier PLC will be held in the Ballroom at the Millennium Hotel, Grosvenor Square, London, W1K 2HP on Wednesday, 23 April 2008 commencing at 11.00 am for the following purpose. To consider and, if thought fit, pass the Resolutions noted below. Other than Resolutions 11, 12 and 13, which will be proposed as special resolutions, all of the Resolutions will be proposed as ordinary resolutions. An explanation of those Resolutions, which relate to items of special business, appears in the letter accompanying this Notice. 1. To receive the company’s Financial Statements for the year ended 31 December 2007, together with the reports of the directors and auditors thereon. 2. To approve the Directors’ Remuneration Report as set out in the Reed Elsevier Annual Reports and Financial Statements 2007. 3. To declare a final dividend for 2007 on the company’s ordinary shares. 4. To re-appoint Deloitte & Touche LLP as auditors of the company until the next general meeting of the company at which accounts are laid. 5. To authorise the directors to fix the remuneration of the auditors. 6. To re-elect Sir Crispin Davis as a director. 7. To re-elect Andrew Prozes as a director. 8. To re-elect Lisa Hook as a director. 9. To re-elect Gerard van de Aast as a director. Detailed biographical information concerning each director seeking re-election appears on page 7. 10. That subject to and in accordance with Article 11 of the company’s Articles of Association, the directors be empowered, pursuant to Section 80 of the Companies Act 1985, to allot relevant securities having (or consisting of or giving the right to subscribe or convert into shares having) a nominal amount not exceeding in aggregate £20.3 million and that such authority shall expire (save as mentioned in the said Article) on the date of the Annual General Meeting in 2009 or on 22 April 2009, whichever is the later. 11. That subject to and in accordance with Article 12 of the company’s Articles of Association, the directors be empowered, pursuant to Section 95 of the Companies Act 1985 (the Act), to allot equity securities for cash pursuant to the authority conferred by the previous Resolution as if Section 89(1) of the Act did not apply to any such allotment and that such authority shall expire (save as mentioned in the said Article) on the date of the Annual General Meeting in 2009 or on 22 April 2009, whichever is the later, provided that for the purposes of the limitation of the said power referred to in Article 12 this authority shall be limited to: (i) the allotment of equity securities up to an aggregate nominal value of £8 million; and (ii) the allotment (otherwise than pursuant to sub-paragraph (i) above) of equity securities pursuant to the terms of the Reed Elsevier Group plc share option schemes approved by the company. 12. That subject to and in accordance with Article 57 of the company’s Articles of Association, the company is hereby generally and unconditionally authorised to make market purchases (within the meaning of Section 163(3) of the Companies Act 1985) of ordinary shares of 1451⁄116p nominal value each in the capital of the company and that such authority shall expire on the date of the Annual General Meeting in 2009 or on 22 April 2009, whichever is the later (except in relation to the purchase of ordinary shares the contract for which was concluded before such date and which is executed wholly or partly after such date), unless such authority is renewed prior to such time provided that this authority shall be limited so that: (i) the maximum aggregate number of ordinary shares hereby authorised to be purchased is 113 million; (ii) the minimum price which may be paid for each ordinary share is 1451⁄116p, which amount shall be exclusive of expenses; and
Notice of Annual General Meeting
(iii) the maximum price (exclusive of expenses) which may be paid for each ordinary share is the higher of: (a) an amount equal to 105% of the average of the middle market quotations for an ordinary share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which the ordinary share is purchased; and (b) an amount equal to the higher of the price of the last independent trade of an ordinary share and the current independent bid for an ordinary share as derived from the London Stock Exchange Trading System (SETS). 13. That the Articles of Association produced to the meeting and initialled by the chairman of the meeting for the purpose of identification be adopted as the Articles of Association of the company in substitution for, and to the exclusion of, the existing Articles of Association. By order of the Board Stephen J Cowden Secretary 20 March 2008 Registered Office: 1-3 Strand London WC2N 5JR
Notice of Annual General Meeting
Notes to Notice of Annual General Meeting Proxy appointment 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 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 may be appointed: a) By completion and return of the Form of Proxy enclosed with the Notice of Meeting; b) Via the Internet at www.sharevote.co.uk. You will need your shareholder reference number, Card ID and account number shown on the Form of Proxy; c) Via the CREST electronic proxy appointment service, as described in paragraphs 8-11. 2. To be valid any Form of Proxy or other such instrument appointing a proxy must be received by no later than 48 hours before the time appointed for holding the meeting. 3. The return of a completed Form of Proxy, other such instrument or any CREST proxy appointment will not prevent a shareholder attending the meeting and voting in person if he/she wishes to do so. Nominated persons 4. 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. 5. 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 these paragraphs can only be exercised by shareholders of the company. Right to attend and vote at the Meeting 6. To be entitled to attend and vote at the 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 at the close of business on 21 April 2008. 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. Total voting rights 7. As at 3 March 2008 the company’s issued share capital (excluding shares held in treasury) consists of 1,100,578,111 ordinary shares, carrying one vote each. Therefore, the total voting rights in the company as at 3 March 2008 are 1,100,578,111. CREST members 8. 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(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. 9. 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 specifications, and must contain the information required for such instruction, as described in the CREST Manual. 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 7RA01) by 11.00 am on 21 April 2008. 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 issuer’s agent is able to retrieve the message by
Notice of Annual General Meeting
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. 10. 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. 11. 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. Corporate representatives 12. 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 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 appointment letter if the chairman is being appointed as described in (i) above. Attendance at the meeting 13. A Registration Card is attached to the Form of Proxy enclosed with the Notice of Meeting. Please bring the Registration Card with you to the meeting since this will help the company’s Registrar to admit you without delay. The meeting will start at 11.00 am and registration will be available from 10.15 am. Please try to arrive by 10.45 am to allow time for registration and security clearance. 14. For the safety and comfort of those attending the meeting, security measures will be in place at the meeting. Certain items will not be permitted in the meeting. These include bags, cameras, recording equipment, mobile telephones, items of any nature with potential to cause disorder and such other items as the chairman of the meeting may specify. 15. The meeting is easily accessible for wheelchair users. A hearing loop system will be provided in the meeting. Please ask at registration if you require assistance. 16. Tea and coffee will be available before the commencement of the meeting. Light refreshments with soft drinks will be available immediately after the conclusion of the meeting for approximately one hour. Documents available for inspection 17. The following documents will be available for inspection at the registered office of the company until the time of the meeting and at the place of the meeting from 15 minutes before the Annual General Meeting until it ends: –
Copies of the executive directors’ service contracts
Copies of letters of appointment of the non-executive directors
A copy of the proposed new Articles of Association of the company, and a copy of the existing Articles of Association marked to show the changes being proposed in Resolution 13.