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Annual General Meeting
The notice of the 2010 Annual General Meeting of the company to be held on Wednesday 21st July 2010 at 11.00 am at The Institution of Engineering and Technology (The Lecture Theatre), 2 Savoy Place, London WC2R 0BL is contained in the circular accompanying this Annual Report, together with an explanation of the resolutions to be considered at the meeting.
Dividends
The interim dividend of 11.1 pence per share (2009 11.1 pence) was paid in February 2010. The directors recommend a final dividend of 27.9 pence per share in respect of the year ended 31st March 2010 (2009 26.0 pence), making a total for the year of 39.0 pence per share (2009 37.1 pence), payable on 3rd August 2010 to shareholders on the register at the close of business on 11th June 2010.
A Dividend Reinvestment Plan is in place which allows shareholders to purchase additional shares in the company with their dividend payment. Further information and a mandate can be obtained from the company‘s registrars, Equiniti, whose details are set out in the Company Details section.
Share Capital
On 21st July 2009, the authorised share capital of the company was increased from £291,550,000 to £365,000,000. As at 31st March 2010, the company‘s authorised share capital was £365,000,000 divided into 365,000,000 ordinary shares of £1.00 each. The issued share capital of the company at 31st March 2010 was 214,675,736 ordinary shares of £1.00 each (excluding treasury shares). As at 31st March 2010, the company held 5,997,877 treasury shares. There were no purchases, sales or transfers of treasury shares during the year ended 31st March 2010. The company did not allot any shares during the year ended 31st March 2010.
At the 2009 Annual General Meeting, shareholders renewed the company‘s authority to make market purchases of up to 21,467,573 ordinary shares representing 10% of the issued share capital of the company (excluding treasury shares) as at 31st May 2009.
The company did not make any purchases of its own shares during the year ended 31st March 2010. Authority to purchase up to 21,467,573 shares remained in place at 31st March 2010. At the forthcoming Annual General Meeting the board will again seek shareholders‘ approval to renew the annual authority for the company to make purchases of its own shares through the market.
Rights and Obligations Attaching to Shares
The holders of ordinary shares are entitled to receive dividends when declared, to receive the company‘s report and accounts, to attend and speak at general meetings of the company, to appoint proxies and to exercise voting rights.
There are no restrictions on the transfer or limitations on the holding of ordinary shares and no requirements to obtain prior approval to any transfers except where the company has exercised its right to suspend their voting rights, withhold a dividend or prohibit their transfer following the failure by the member or any other person appearing to be interested in the shares to provide the company with information requested under section 793 of the Companies Act 2006. The directors may, in certain circumstances, also refuse to register the transfer of a share in certificated form which is not fully paid up, where the instrument of transfer does not comply with the requirements of the Articles of Association, or if entitled to do so under the Uncertificated Securities Regulations 2001. No ordinary shares carry any special rights with regard to control of the company and there are no restrictions on voting rights except that a shareholder has no right to vote in respect of a share unless all sums due in respect of that share are fully paid. There are no known agreements between holders of securities that may result in restrictions on the transfer of securities or on voting rights and no known arrangements under which financial rights carried by securities are held by a person other than the holder of the shares.
Shares acquired by employees through the Johnson Matthey employee share schemes rank equally with the other shares in issue and have no special rights. Voting rights in respect of shares held through the group‘s share incentive plans are not exercisable directly by participants however participants can direct the trustee of the plans to exercise voting rights on their behalf.
Employee Share Schemes
At 31st March 2010, 4,383 current and former employees, representing approximately 49.0% of employees worldwide, were shareholders in Johnson Matthey through the group‘s employee share schemes. Through these schemes, current and former employees held 3,919,782 shares (1.83% of issued share capital, excluding treasury shares). As at 31st March 2010, 511 current and former employees held options over 2,474,307 shares through the company‘s executive share option schemes.
Major Shareholders
As at 1st June 2010, the following information had been disclosed to the company under the Financial Services Authority‘s Disclosure and Transparency Rules in respect of holdings exceeding the 3% notification threshold:
| Nature of holding |
Total voting rights |
% of total voting rights(1) |
||||
|---|---|---|---|---|---|---|
| BlackRock, Inc. | Indirect | 25,058,443 | 11.67 | |||
| Financial Instrument (CFD) |
467,339 | 0.22 | ||||
| Prudential plc | Direct | 14,305,996 | 6.66 | |||
| Indirect | 126,712 | 0.06 | ||||
| Vanguard Precious Metals & Mining Fund | Direct | 10,850,000 | 5.05 | |||
| Lloyds Banking Group plc | Indirect | 10,490,545 | 4.89 | |||
| Legal & General Group Plc | Direct | 8,581,762 | 3.99 |
| (1) | Total voting rights attaching to the issued ordinary share capital of the company (excluding treasury shares) at the date of disclosure. |