Report of the Directors
Governance

Other Statutory Information

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Share Capital and Control

Capital Structure

The issued share capital of the company at 31st March 2012 was 214,675,736 ordinary shares of £1.00 each (excluding treasury shares). The company did not allot any shares during the year ended 31st March 2012.

As at 31st March 2012, the company held 5,997,877 treasury shares. There were no purchases, sales or transfers of treasury shares during the year ended 31st March 2012.

Purchase by the Company of its Own Shares

At the 2011 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 1st June 2011. This authority subsisted at 31st March 2012.

During the year ended 31st March 2012 and from that date up to the date of publication of this annual report, the company did not make any purchases of its own shares or propose to purchase its own shares (either through the market or by an offer made to all shareholders or otherwise), nor did the company acquire any of its own shares other than by purchase. Since 31st March 2012 the company has not effected any purchases of its own shares, entered into any options to purchase its own shares or entered into any contracts to make such purchases (including transactions made through the market or by an offer made to all shareholders or otherwise).

At the 2012 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 in the company are entitled to receive dividends when declared, to receive the company’s annual report, to attend and speak at general meetings of the company, to appoint proxies and to exercise voting rights.

As at 31st March 2012 and as at the date of publication of this annual report, except as referred to below, there are no restrictions on the transfer of ordinary shares in the company, no limitations on the holding of securities and no requirements to obtain the approval of the company, or of other holders of securities in the company, for a transfer of securities.

The directors may, in certain circumstances, 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 company’s Articles of Association, or if entitled to do so under the Uncertificated Securities Regulations 2001. The directors may also refuse to register a transfer of ordinary shares in certificated form, which represent 0.25% or more of the issued share capital of the company, 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 2006 Act).

No person holds securities in the company carrying any special rights with regard to control of the company. There are no restrictions on voting rights (including any limitations on voting rights of holders of a given percentage or number of votes or deadlines for exercising 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 arrangements by which, with the company’s cooperation, financial rights carried by shares in the company are held by a person other than the holder of the shares. As at 31st March 2012 and as at the date of publication of this annual report, there are no agreements known to the company between holders of securities that may result in restrictions on the transfer of securities or on voting rights.

Nominees and Liens

During the year ended 31st March 2012 and from that date up to the date of publication of this annual report:

Allotment of Securities for Cash and Placing of Equity Securities

During the year ended 31st March 2012 and from that date up to the date of publication of this annual report, the company has not allotted, nor has any major subsidiary undertaking of the company allotted, equity securities for cash (other than pursuant to an open offer, a rights issue or any issue specifically authorised by shareholders or otherwise). During the year ended 31st March 2012 and from that date up to the date of publication of this annual report the company has not participated in any placing of equity securities.

Listing of the Company’s Shares

The company’s shares have Premium Listing on the London Stock Exchange and trade as part of the FTSE 100 index under the symbol JMAT.

American Depositary Receipt Programme

The company has a sponsored Level 1 American Depositary Receipt (ADR) programme which BNY Mellon administers and for which it acts as Depositary. Each ADR represents two ordinary shares of the company. The ADRs trade on the US over-the-counter market under the symbol JMPLY. When dividends are paid to shareholders, the Depositary converts such dividends into US dollars, net of fees and expenses, and distributes the net amount to ADR holders. Contact details for BNY Mellon are set out in Shareholder Information.

Employee Share Schemes

At 31st March 2012, 4,485 current and former employees, representing approximately 45% of employees worldwide, were shareholders in the company through the group’s employee share schemes. Through these schemes, current and former employees held 3,803,914 ordinary shares (1.77% of issued share capital, excluding treasury shares). As at 31st March 2012, 282 current and former employees held options over 758,867 ordinary shares through the company’s executive share option schemes. Also as at 31st March 2012, 2,676,241 ordinary shares had been allocated but had not yet vested under the company’s long term incentive plan to 1,007 current and former employees.

Shares acquired by employees through the company’s 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 company’s employee share schemes are not exercisable directly by employees. However, employees can direct the trustee of the schemes to exercise voting rights on their behalf. The trustees of the company’s employee share ownership trust (ESOT) have waived their rights to dividends on shares held by the ESOT which have not yet vested unconditionally in employees.

Interests in Voting Rights

The UK Financial Services Authority’s (FSA) Disclosure and Transparency Rules (DTRs) set out certain notification requirements in respect of voting rights in listed companies. In summary, a person must notify the issuer of securities of the percentage of its voting rights he or she holds as shareholder (or holds or is deemed to hold through his or her direct or indirect holding of certain financial instruments) if, as a result of an acquisition or disposal of shares in the company or financial instruments, the percentage of those voting rights reaches, exceeds or falls below certain thresholds. In respect of the company, the threshold is 3% (and each 1% threshold above 3%, up to 100%).

Information provided to the company pursuant to the FSA’s DTRs is published on a Regulatory Information Service and on the Media / News / Regulatory News section of the company’s website.

The following information had been disclosed to the company under the FSA’s DTRs in respect of notifiable interests in the voting rights in the company’s issued share capital exceeding the 3% notification threshold:

  Nature of holding (1) Total voting rights % of total voting rights (2)
As at 31st March 2012:      
BlackRock, Inc. Indirect 21,440,270 9.99%
  Financial Instrument (CFD) 25,683 0.01%
Ameriprise Financial, Inc. Direct 264,202 0.12%
  Indirect 10,512,731 4.89%
Lloyds Banking Group plc Indirect 10,731,602 4.99%
FIL Limited Indirect 10,516,934 4.89%
  Financial Instrument (CFD) 43,890 0.02%
Legal & General Group Plc Direct 8,581,762 3.99%
From 31st March 2012 to 31st May 2012:      
BlackRock, Inc. Indirect 21,262,792 9.90%
  Financial Instrument (CFD) 269,490 0.13%
(1)
A person has an ‘Indirect’ holding of securities if they are held on its behalf or it is able to secure that rights carried by them are exercised in accordance with its instructions.
(2)
Total voting rights attaching to the issued ordinary share capital of the company (excluding treasury shares) at the date of disclosure as notified to the company.

Other than as stated above, as far as the company is aware, there is no person with a significant direct or indirect holding of securities in the company.

Contracts with Controlling Shareholders

There were no contracts of significance (as defined in the FSA’s Listing Rules) subsisting during the year ended 31st March 2012 or from that date up to the date of publication of this annual report between any group undertaking and a controlling shareholder. There were no contracts for the provision of services to any group undertaking by a controlling shareholder subsisting during the year ended 31st March 2012 or from that date up to the date of publication of this annual report.

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