The website address www.sharevote.co.uk
is provided to enable shareholders to register electronically their appointment of a proxy or proxies and voting instructions for the AGM. The Company will not accept any other document or information relating to proceedings of the AGM or otherwise that may be sent by electronic means to that address.
ELECTRONIC PROXY APPOINTMENT THROUGH CREST
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 (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.
In order for a proxy appointment made using CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s (Euroclear) 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 RA19) by 11.00 am on 30 April 2015 (or if the meeting is adjourned, 48 hours (excluding non-working days) before the time fixed for the adjourned meeting). 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 Applications 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.
CREST members and, where applicable, their CREST sponsors or voting service provider, should note that Euroclear 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 takes) 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 provider(s), 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.
The return of a completed proxy form, any other such instrument, or any CREST Proxy Instruction, does not preclude a shareholder attending the AGM and voting in person if they wish to do so.
APPOINTING A CORPORATE REPRESENTATIVE
A shareholder that is a corporation may authorise a person or persons to act as its representative(s) at the AGM. In accordance with the provisions of the Act (as amended by the Companies (Shareholders’ Rights) Regulations 2009), each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same ordinary shares. It is therefore no longer necessary to nominate a designated corporate representative.
NOMINATED PERSON
Any person to whom this Notice is sent who is a person nominated under Section 146 of the Act to enjoy information rights (a Nominated Person) does not, in that capacity, have a right to appoint a proxy, such right only being exercisable by shareholders of the Company. However, Nominated Persons may, under agreement with the shareholder who nominated them, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM.
TOTAL VOTING RIGHTS
As at the last practicable date prior to the publication of this Notice, the Company’s issued share capital consisted of 3 621 364 441 ordinary shares, carrying one vote each and 206 948 325 treasury shares, which do not have voting rights. Consequently, the total voting rights in the Company are 3 414 416 116.
RIGHT TO VOTE
Only those holders of ordinary shares on the register of members of the Company at 6.00 pm on 30 April 2015 (or, if the meeting is adjourned, 6.00 pm on the date which is two days (excluding non-working days) before the time fixed for the adjourned meeting), or their duly appointed proxies, shall be entitled to attend or vote at the AGM in respect of the number of ordinary shares registered in their name on that date and time. Changes to the register of members after that time shall be disregarded in determining the rights of any person to attend or vote.
APPOINTING A PROXY
Shareholders are entitled to appoint one or more proxies to exercise all or any of their rights to attend, speak and vote on their behalf at the AGM, 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 but they must be registered in advance and attend the AGM to represent you.
If you do not have a proxy form and believe that you should have one, or if you require additional forms, you should contact the Company’s registrar, Equiniti.
To be valid, you must register your proxy appointment and voting instructions by one of the following three methods: ● Online at www.sharevote.co.uk by following
the on-screen instruction and using the shareholder reference number printed on your proxy card which accompanies this Notice; ● Return the hard copy form by post, by courier,
or by hand to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA; or ● In the case of CREST members, by utilising
the CREST electronic proxy appointment service in accordance with the procedures set out below.
If a proxy form is signed by an unregistered agent, the power of attorney or other authority relied on to sign it, or a copy that has been certified, must be delivered with the proxy form. In each case, the appointment must be received by the Company no later than 11.00 am on 30 April 2015 (or, if the meeting is adjourned, 48 hours (excluding non-working days) before the time fixed for the adjourned meeting).
WEBSITE PUBLICATION OF AUDIT CONCERNS
Members satisfying the thresholds in Section 527 of the Act can require the Company to publish a statement on its website setting out any matter relating to:
a) 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 AGM; or
b) any circumstances connected with an auditor of the Company ceasing to hold office since the previous meeting at which the Annual Report and Accounts were laid in accordance with Section 437 of the Act, that the members propose to raise at the AGM. The Company cannot require the members requesting the publication on the website to pay its expenses in complying with Sections 527 and 528 of the Act. Where the Company is required to place a statement on its website under Section 527 of the Act, it must forward the statement to the Company’s auditors no later than the time it makes its statement available on the website. The business that may be dealt with at the AGM includes any statement that the Company has been required to publish on its website.
WEBSITE
A copy of this Notice of AGM, and other information required by Section 311A of the Act, can be found at www.bg-group.com/agm You may not use any electronic address provided in this Notice to communicate with the Company for any purposes other than those expressly stated.
Any electronic communication, including the lodgement of an electronic proxy form, received by the Company, or its agents, that is found to contain any virus will not be accepted.
AT THE 2015 AGM (THE MEETING) VOTING
Voting on the Resolutions will be by poll. The Chairman will invite each shareholder, corporate representative and proxy present at the meeting to complete a poll card indicating how they wish to cast their votes in respect of each Resolution. In addition, the Chairman will cast the votes for which he has been appointed as proxy. Poll cards will be collected at the end of the meeting. Once the results have been verified by the Company’s registrar, Equiniti, they will be notified to the UK Listing Authority, announced through a Regulatory Information Service and available to view on the Company’s website.
SHAREHOLDERS’ RIGHT TO ASK QUESTIONS
All members attending the meeting (in person or by proxy) have the right to ask questions. The Company will endeavour at the meeting to answer any question relating to the business being conducted. However, the Directors may choose not to answer any questions: (i) which would interfere unduly with the preparation for the meeting; (ii) which would involve the disclosure of confidential information; (iii) if the answer has already been given on a website in the form of an answer to a question; or (iv) if it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
If you are a member who is unable to attend the meeting, but have a specific question you would like to ask relating to the business being conducted at the meeting, you are invited to send the Chairman an email to
[email protected] or write
to him at the registered office address.
DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the relevant service contracts, letters of appointment and deeds of indemnity of all Directors of the Company are available for inspection during normal business hours at the registered office of the Company and at the offices of Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, London EC4Y 1HT on weekdays
(Saturdays, Sundays and public holidays excluded), and will also be available for inspection at the AGM from 9.00 am on the day of the AGM until its conclusion.
REGISTRATION AND SECURITY
Please bring the Admission Card, which is attached to your proxy form, with you if you attend the AGM. If you do not have an Admission Card, your right to attend the AGM will be verified by the Company’s registrar, Equiniti, at the registration desk. Please allow enough time for registration ahead of the meeting.
There will be a security check in the reception area at the entrance to the Windsor Suite and a routine bag search will be undertaken for those persons wishing to take bags into the presentation. Certain items will not be permitted in the AGM. This includes items of any nature with potential to cause disorder and such other items as the Chairman or designated officers of the meeting may specify. The use of cameras or other recording equipment in and during the AGM is not permitted.
SHAREHOLDER INFORMATION DESK
BG Group staff and Equiniti will be on hand to help you with any queries you may have.
ADDITIONAL SHAREHOLDER SUPPORT
The AGM will be held in the Windsor Suite on the ground floor. The venue is fully accessible with wheelchair access via the front entrance.
Anyone accompanying a shareholder who is in a wheelchair, or otherwise in need of assistance, will be admitted to the AGM. An induction loop will be available in the Windsor Suite for people with hearing difficulties.
DIRECTIONS
Directions to the AGM, including a map, can be found overleaf.
AGM SCHEDULE VENUE
Hilton Reading Hotel, Drake Way, Reading, Berkshire RG2 0GQ
STR A TE G IC R EP O R T C O R P O R A TE GO V ER N A N C E FI N A N C IA L S TA TE M EN TS SH A R EHOL D ER IN FOR M A TION
M4
M4
ISLAND ROAD LINDISFARNE WAY
HA VER GAT E W AY D R A K E W AY D R A K E W AY PUFFIN WAY R U SH EY W AY W H ALE A V EN UE
GWEAL AVENUE MANOR FARM ROAD