Report of the Directors
Governance

Other Statutory Information

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2012 Annual General Meeting

The 2012 Annual General Meeting of the company will be held at 11.00 am on Wednesday 25th July 2012 at Merchant Taylors’ Hall, 30 Threadneedle Street, London EC2R 8JB.

The notice of the 2012 Annual General Meeting is contained in the circular to shareholders accompanying this annual report, together with an explanation of the resolutions to be considered at the meeting. The notice of the 2012 Annual General Meeting will be published on the Investor Relations / Shareholder Centre / Annual General Meeting section of the company’s website.

The business to be transacted at the meeting will include:

A member entitled to attend and vote at the meeting is entitled to appoint a proxy to exercise all or any of his or her rights to attend and to speak and vote on his or her behalf at the meeting. A member 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 member. A proxy need not be a member of the company.

Dividends

The interim dividend of 15.0 pence per share (2011 12.5 pence) was paid in February 2012.

The directors recommend a final dividend of 40.0 pence per share in respect of the year ended 31st March 2012 (2011 33.5 pence), making a total for the year of 55.0 pence per share (2011 46.0 pence), payable on 17th August 2012 to shareholders on the register at the close of business on 3rd August 2012.

At the 2012 Annual General Meeting a resolution will be proposed to declare a special dividend of 100.0 pence per share and to approve a share consolidation. Full information on the proposed special dividend and share consolidation is contained in the circular to shareholders in respect of the 2012 Annual General Meeting accompanying this annual report.

Other than as referred to under ‘Employee Share Schemes’ , during the year ended 31st March 2012 and from that date up to the date of publication of this annual report there were no arrangements under which a shareholder has waived or agreed to waive any dividends nor any agreement by a shareholder to waive future dividends.

Dividend Payments and DRIP

Dividends can be paid directly into shareholders’ bank accounts. A Dividend Reinvestment Plan (DRIP) is also available. This 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 Shareholder Information and on the Investor Relations section of the company’s website.

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