10 June 2015
Dear Shareholder
2015 Annual General Meeting
Please find attached the details of our annual general meeting (AGM) which we are holding at One Great George Street,
Westminster, London SW1P 3AA on Wednesday 29 July 2015 at 1100. The formal Notice of Meeting is set out on pages 3 to 8
of this document.
The Board considers that all the resolutions to be put to the meeting are in the best interests of the Company and its
shareholders as a whole and unanimously recommends that you vote in favour of them, as the directors intend to do in respect
of their own beneficial holdings.
If you would like to vote on the resolutions but cannot attend the AGM, please register your proxy appointment and voting
instructions in one of the following ways:
•By lodging your instructions online at www.myatkinsshares.com. To do this you will need your investor code, which is shown
on your share certificate and on your dividend tax vouchers and the enclosed proxy form. You can do this whether or not you
have previously signed up for electronic communications (ecomms).
•By filling in the proxy form sent to you with this Notice of Meeting and returning it to our registrar as soon as possible.
•If you are a CREST member, by submitting a CREST message. Please see the ‘Important information’ section at the back of
the Notice of Meeting for further details.
All proxy appointments and instructions, by whichever method you choose, must be received by our registrar by 1100 on
Monday 27 July 2015.
If you appoint a proxy this will not prevent you from attending and voting at the AGM in person, should you choose to do so.
Voting
Voting at the meeting will be by poll rather than on a show of hands. This allows all shareholders, present in person or by proxy,
to vote on all resolutions in proportion to their shareholding. We believe that this is the fairest approach to voting and will
ensure an exact and definitive result. This year I will once again call a poll for all resolutions considered at the AGM.
Ecomms
The annual report and other shareholder communications are all available in electronic as well as paper format. I would like to
take this opportunity to encourage you to consider receiving all shareholder communications electronically, including future
notices of meeting. We believe it is right to encourage you to do so because the more people who receive ecomms, the better
it is for the environment.
You can sign up for ecomms online at www.myatkinsshares.com. To do this you will need your investor code, which is shown
on your share certificate, and on your dividend tax vouchers and the enclosed proxy form.
I would encourage you to visit our website, www.atkinsglobal.com, and see for yourself the information available in the
Investors section.
Share fraud warning
Remember: if it sounds too good to be true, it probably is
You are advised to be wary of any unsolicited advice or offers to buy shares at a discount or offers of free company reports,
whether provided over the telephone, through the post or by email. If you receive any unsolicited communications, check the
company or person contacting you is properly authorised by the Financial Conduct Authority (FCA) before getting involved. You
can check at www.fca.org.uk/consumers/protect-yourself.
You can report calls from unauthorised firms to the FCA by calling 0800 111 6768. For more information visit the FCA website
www.fca.org.uk/consumers/scams or read the FCA Beware of share fraud leaflet.
Yours sincerely
Allan Cook
Chairman
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
IF YOU ARE IN ANY DOUBT AS TO ANY ASPECT OF THE PROPOSALS REFERRED TO IN THIS DOCUMENT OR AS TO THE
ACTION YOU SHOULD TAKE, YOU SHOULD SEEK YOUR OWN ADVICE FROM A STOCKBROKER, SOLICITOR, ACCOUNTANT
OR OTHER PROFESSIONAL ADVISER.
IF YOU HAVE SOLD OR OTHERWISE TRANSFERRED ALL OF YOUR SHARES, PLEASE PASS THIS DOCUMENT TOGETHER WITH
THE ACCOMPANYING DOCUMENTS TO THE PURCHASER OR TRANSFEREE, OR TO THE PERSON WHO ARRANGED THE SALE
OR TRANSFER, SO THEY CAN PASS THESE DOCUMENTS TO THE PERSON WHO NOW HOLDS THE SHARES.
Notice of Meeting
This year’s annual general meeting (AGM) will be held at One Great George Street, Westminster, London SW1P 3AA on
Wednesday 29 July 2015 at 1100. You will be asked to consider and pass the resolutions below. Resolutions 18 to 20 (inclusive)
will be proposed as special resolutions. This means that for each of those resolutions to be passed, at least three quarters of the
votes cast must be in favour of the resolution. All other resolutions will be proposed as ordinary resolutions. This means that for
each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution.
Ordinary resolutions
Resolution 1: Annual Report and Accounts
To receive the annual report and accounts of WS Atkins plc (the ‘Company’) for the financial year ended 31 March 2015
together with the reports of the directors and auditor.
The directors must present their annual report and accounts (the Annual Report) for the financial year ended 31 March 2015
to shareholders at the AGM.
Resolution 2: Directors’ Remuneration Report
To approve the directors’ Remuneration Report for the financial year ended 31 March 2015, other than the part containing
the Remuneration Policy.
As in previous years, this resolution is to approve the Remuneration Report, other than the part containing the Company’s
policy on directors’ remuneration (the Remuneration Policy). The Remuneration Policy, a summary of which can be found
in the Annual Report (pages 110 to 120) was approved by a binding shareholder vote at the 2014 Annual General Meeting.
The Remuneration Policy remains unchanged so it is therefore not required to be put to shareholders at the 2015 AGM.
A full copy of the Remuneration Policy is available on the Company’s investor relations website at www.atkinsglobal.com/
investors_remuneration.
The Remuneration Report is set out on pages 90 to 120 of the Annual Report. The Remuneration Report is subject to an
advisory vote by ordinary resolution. The Remuneration Report gives details of the directors’ remuneration and of the
implementation of the Remuneration Policy for the year ended 31 March 2015. The Company’s independent auditor,
PricewaterhouseCoopers LLP, has audited those parts of the Remuneration Report capable of being audited and its report
may be found in the Annual Report (pages 121 to 126).
The Board considers that appropriate executive remuneration plays a vital part in helping to achieve the Company’s overall
objectives.
Resolution 3: Corporate Sustainability Review
To receive and consider the Corporate Sustainability Review contained within the annual report and accounts for the year
ended 31 March 2015.
This resolution seeks an advisory vote on the Company’s annual Corporate Sustainability Review, which can be found in the
Annual Report (pages 60 to 65), and is a means of obtaining feedback on the Corporate Sustainability Review and on the
Company’s activities and performance in this area.
In addition to this advisory vote, we would welcome direct feedback from shareholders on the matters set out in the Corporate
Sustainability Review together with any other feedback or questions on the other matters set out in this Notice of Meeting.
Additional information on the Company’s corporate sustainability progress and performance can be found on the Company’s
website at www.atkinsglobal.com/corporate-sustainability.
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Resolution 4: Dividend
To authorise the payment of a final dividend on the ordinary shares of 25.5p per share for the year ended 31 March 2015
payable on 21 August 2015 to shareholders on the register at the close of business on 10 July 2015.
Shareholders must approve the final dividend payable for each ordinary share held. However, the final dividend cannot be
more than the amount the directors recommend (which is 25.5p per ordinary share).
Re-election of directors
Resolution 5: To re-elect Fiona Clutterbuck as a director of the Company.
Resolution 6: To re-elect Allan Cook as a director of the Company.
Resolution 7: To re-elect Alan James Cullens as a director of the Company.
Resolution 8: To re-elect Heath Drewett as a director of the Company.
Resolution 9: To re-elect Prof Dr Uwe Krueger as a director of the Company.
Resolution 10: To re-elect Allister Langlands as a director of the Company.
Resolution 11: To re-elect Thomas Leppert as a director of the Company.
Resolution 12: To re-elect Dr Krishnamurthy (‘Raj’) Rajagopal as a director of the Company.
In accordance with the requirements of the UK Corporate Governance Code issued by the Financial Reporting Council every
director is required to retire from office at every AGM. Any director eligible, in accordance with the Company’s articles of
association (the Articles), may stand for re-election. There is biographical information about each of the directors in the
Annual Report (pages 66 and 67). The Board considers that, following formal performance evaluation, the performance
of all of these directors continues to be effective and that they have each demonstrated a strong commitment to their role.
Election of director appointed to the Board since the last AGM
Resolution 13: To elect Catherine Bradley as a director of the Company.
The Articles state that any director appointed by the Board during the year must stand for election at the next AGM following
appointment. Catherine Bradley was appointed as a non-executive director on 9 June 2015 and now stands for election by
shareholders. The Annual Report contains biographical information about her (page 67).
The Board considers that Mrs Bradley brings considerable experience and expertise in mergers and acquisitions and capital
markets. The Board therefore recommends that she is elected as a director of the Company.
The auditor
Resolution 14: To reappoint PricewaterhouseCoopers LLP as auditor of the Company until the conclusion of the next annual
general meeting at which accounts are laid before the Company.
Resolution 15: To authorise the directors to determine the remuneration of the auditor.
An independent auditor is required to be appointed at each general meeting at which accounts are presented to shareholders.
We propose to reappoint PricewaterhouseCoopers LLP as the Company’s independent auditor. It is normal practice for a
company’s directors to be authorised to agree the auditor’s fees.
Resolution 16: Political donations and political expenditure
That, in accordance with sections 366 and 367 of the Companies Act 2006 (the ‘Act’), the Company and all companies that
are its subsidiaries, as defined in section 1159 of the Act, at any time during the period for which this resolution has effect be
authorised, in aggregate:
(a) to make political donations to political parties or independent election candidates not exceeding £30,000 in total;
(b) to make political donations to political organisations other than political parties not exceeding £30,000 in total; and
(c) to incur political expenditure not exceeding £30,000 in total,
(as such terms are defined in sections 363 to 365 of the Act) during the period beginning with the date of the passing of this
resolution and ending at the conclusion of the next annual general meeting in 2016 (or, if earlier, until the close of business
on 29 September 2016).
Resolution 16 seeks to renew the authority granted at last year’s AGM and concerns Part 14 of the Companies Act 2006
(the Act). It requires that political donations exceeding £5,000 in aggregate in any 12 month period made by a company
to political parties, to other political organisations and to independent election candidates and political expenditure incurred
by a company in the European Union (EU) (as such terms are defined in the Act) be authorised in advance by shareholders.
The Company’s policy is that it does not make political donations or incur political expenditure in the EU of the type covered
by these provisions and it has no intention of using the authority to make political donations or incur political expenditure
within the ordinary meaning of those words and the directors have no intention of using the authority for that purpose.
However, as a result of the wide definitions in the Act, there is some uncertainty over whether some normal expenditure and
business activities that might not be considered to be political donations or political expenditure in the usual sense could be
caught. The Company is therefore seeking authority under this resolution in order to prevent inadvertent breach of the Act.
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If passed, this resolution would allow the Company and its subsidiaries to make political donations and incur political
expenditure in the EU (as defined in the Act) up to an aggregate limit of £30,000 in respect of each of the actions set out
in paragraphs (a) to (c) of this resolution and an overall aggregate limit of £90,000. Political donations made or political
expenditure incurred will be disclosed in the Company’s Annual Report the following year, as required by the Act.
The authority will only be valid until the conclusion of the next AGM in 2016 or 29 September 2016, whichever is earlier.
Resolution 17: Authority to allot shares
That the board of directors of the Company or its duly appointed committee (the ‘Board’) be generally and unconditionally
authorised to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the
Company:
(a)up to a nominal amount of £166,851 (such amount to be reduced by the nominal amount allotted or granted under
paragraph (b) below in excess of such sum); and
(b)comprising equity securities (as defined in section 560 of the Companies Act 2006) up to a nominal amount of £333,702
(such amount to be reduced by any allotments or grants made under paragraph (a) above) in connection with an offer
by way of a rights issue:
i. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
ii.to holders of other equity securities as required by the rights of those securities or as the Board otherwise
considers necessary,
and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or
appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in,
or under the laws of, any territory or any other matter,
such authorities to apply until the end of next year’s annual general meeting (or, if earlier, until the close of business on
29 September 2016) but, in each case, during this period the Company may make offers and enter into agreements which
would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the
authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such
offer or agreement as if the authority had not ended.
This resolution and resolution 18 provide flexibility enabling the directors to act in shareholders’ interests to allot securities (for
example, in order to raise capital and make acquisitions) if necessary. They are normal annual resolutions and the allotment of
securities above these limits would require specific shareholders’ approval. Both resolutions are in line with institutional investor
guidelines.
At the AGM last year, the directors were given the authority to allot shares and to grant rights to subscribe for or to convert any
security into shares in the Company until the end of the AGM in 2015. The Board recommends that this authority be renewed
and paragraph (a) of resolution 17 will, if passed, authorise the directors to allot shares in the Company or grant rights to
subscribe for or convert any securities into shares up to a maximum nominal value of £166,851 (representing 33,370,200
ordinary shares of 0.5p each). This represents an amount that is approximately one third of the aggregate nominal value of
the issued and unconditionally allotted ordinary share capital of the Company as at 10 June 2015 (excluding treasury shares).
As at 10 June 2015, the Company held 4,341,000 ordinary shares in treasury, representing 4.34% of the total ordinary
share capital in issue as at that date (excluding treasury shares).
In line with guidance issued by the Investment Association (formerly the Investment Management Association and previously
issued by the Association of British Insurers) (the IA), paragraph (b) of resolution 17 proposes that a further authority be
conferred on the directors to allot shares or grant rights to subscribe for or convert any securities into shares in connection
with a rights issue in favour of ordinary shareholders or holders of equity securities (as required by the rights of those
securities or as the directors may otherwise consider necessary), up to a maximum aggregate nominal amount of £333,702
(representing 66,740,400 ordinary shares of 0.5p each). This represents an amount which is approximately equal to two thirds
of the aggregate nominal value of the issued and unconditionally allotted ordinary share capital (excluding treasury shares) of
the Company as at close of business on 10 June 2015 (such amount to be reduced by the nominal amount of any relevant
securities issued under the authority conferred by paragraph (a) of resolution 17).
In the event that this further authority is exercised, the directors intend to follow the recommendations of the IA as regards its
use (including the requirement for directors to stand for re-election).
The authorities sought in paragraphs (a) and (b) of resolution 17 are without prejudice to previous allotments made under
such existing authorities. The directors have no present intention of exercising these authorities other than in relation to the
Company’s employee share plans but believe it is in the best interests of the Company to have these authorities so that the
Board can allot securities at short notice and without the need to hold a general meeting if the need arises.
The authorities will only be valid until the conclusion of the next AGM in 2016 or 29 September 2016, whichever is earlier.
5
Special resolutions
Resolution 18: Power to allot equity securities for cash
That, subject to the passing of the resolution granting authority to allot shares, the board of directors of the Company or
its duly appointed committee (the ‘Board’) be given power to allot equity securities (as defined in section 560 of the Companies
Act 2006 (the ‘Act’)) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company
as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such power to be limited:
(a)to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to
apply for, equity securities (but in the case of the authority granted under paragraph (b) of the resolution granting authority
to allot shares, by way of a rights issue only):
i. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
ii.to holders of other equity securities, as required by the rights of those securities, or as the Board otherwise
considers necessary,
and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or
appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in,
or under the laws of, any territory or any other matter; and
(b) in the case of the authority granted under paragraph (a) of the resolution granting authority to allot shares and/or in the
case of any sale of treasury shares for cash, to the allotment (otherwise than under paragraph (a) above) of equity securities
or sale of treasury shares up to a nominal amount of £52,225,
such power to apply until the end of next year’s annual general meeting (or, if earlier, until the close of business on
29 September 2016) but, in each case, during this period the Company may make offers, and enter into agreements, which
would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board
may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.
At the AGM last year, the directors were given the authority to issue equity securities of the Company and sell treasury shares
in exchange for cash until the 2015 AGM.
This resolution renews the directors’ power to allot equity securities and sell treasury shares in exchange for cash without first
offering them to existing shareholders in proportion to their existing shareholdings. Equity securities include ordinary shares
in the Company. This resolution allows the directors to issue equity securities and to sell treasury shares for cash on a non
pre-emptive basis: (i) to ordinary shareholders in proportion to their existing shareholdings and to holders of other equity
securities as required by the rights of those securities or as the directors consider necessary and to deal with, amongst other
things, treasury shares, fractional entitlements and legal and practical problems in any territory, for example in the case of
a rights issue or other similar share issue; and (ii) otherwise, up to an aggregate nominal amount of £52,225 (representing
10,445,000 ordinary shares of 0.5p each). This number represented approximately 10% of the issued share capital as at
10 June 2015 (excluding treasury shares).
On 12 March 2015, the Pre-Emption Group issued a revised Statement of Principles, which stated that, in addition to the
previous standard annual disapplication of pre-emption rights up to a maximum equal to 5% of issued ordinary share capital,
the Pre-Emption Group is now supportive of extending the general disapplication authority for certain purposes. In line with
the revised Statement of Principles, the Company is therefore seeking approval for the disapplication of pre-emption rights up
to a maximum nominal amount of £52,225, which represents approximately 10% of the issued ordinary share capital of the
Company. The Company confirms its intention that the additional authority (equal to 5% of the issued ordinary share capital
of the Company) will only be used in connection with one or more acquisitions or specified capital investments, as referred to
inthe revised Statement of Principles. In accordance with the section of the Statement of Principles regarding cumulative usage
of authorities within a rolling three-year period, the directors also confirm their intention that (except in relation to an issue
pursuant to the additional 5% referred to above) no more than 7.5% of the issued ordinary share capital will be issued for
cash on a non pre-emptive basis during any rolling three-year period, without prior consultation with shareholders.
The directors have no present intention of exercising this power but believe that this resolution will assist them in taking
advantage of business opportunities as they arise.
This authority is without prejudice to allotments made under previous authorities, and will only be valid until the conclusion
of the next AGM in 2016 or 29 September 2016, whichever is earlier.
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Resolution 19: Notice of general meetings
That a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice.
Changes made to the Act by the Shareholders’ Rights Regulations increased the notice period required for general meetings
of the Company to 21 days unless shareholders approve a shorter notice period, which cannot be less than 14 clear days.
AGMs will continue to be held on at least 21 clear days’ notice.
Until the coming into force of the Shareholders’ Rights Regulations on 3 August 2009, the Company was able to call general
meetings other than an AGM on 14 clear days’ notice without obtaining such shareholder approval. In order to preserve this
ability, resolution 19 seeks such approval. The shorter notice period will not be used as a matter of routine for such meetings,
but only in exceptional circumstances where the flexibility is merited by the business of the meeting and is thought to be to
the advantage of shareholders as a whole. A full and detailed explanation will be provided if it is deemed necessary to call
a meeting on 14 clear days’ notice in the future. The approval will be effective until the Company’s next AGM, when it is
intended that a similar resolution will be proposed.
Note that the changes to the Act mean that, in order to be able to call a general meeting on less than 21 clear days’ notice,
the Company must make a means of electronic voting available to all shareholders for that meeting and we do this by enabling
shareholders to lodge their instructions online via www.myatkinsshares.com. An electronic voting facility is also available to
shareholders who hold their shares through CREST and such shareholders are requested to read the section headed Appointing
a proxy through CREST in the Important information about the AGM section at the back of the Notice of Meeting.
Resolution 20: Authority to purchase own shares
That the Company be authorised for the purposes of section 701 of the Companies Act 2006 (the ‘Act’) to make one or more
market purchases (as defined in section 693(4) of the Act) of its ordinary shares of 0.5p each (each an ‘Ordinary Share’ and
together the ‘Ordinary Shares’), such power to be limited:
(a) to a maximum number of 10,011,000 Ordinary Shares;
(b)by the condition that the minimum price which may be paid for an Ordinary Share is the nominal amount of that share
and the maximum price which may be paid for an Ordinary Share is the highest of:
i.an amount equal to 5% above the average market value of an Ordinary Share for the five business days immediately
preceding the day on which the Ordinary Share is contracted to be purchased; and
ii.the higher of the price of the last independent trade and the highest current independent bid on the trading venues
where the purchase is carried out,
in each case, exclusive of expenses;
such power to apply until the end of next year’s annual general meeting (or, if earlier, until the close of business on
29 September 2016) but during this period the Company may enter into a contract to purchase Ordinary Shares which would,
or might, be completed or executed wholly or partly after the power ends and the Company may purchase Ordinary Shares
pursuant to any such contract as if the power had not ended.
Resolution 20 gives the Company authority to buy back its ordinary shares of 0.5p each (each an Ordinary Share and together
the Ordinary Shares) in the market as permitted by the Act. The authority limits the number of shares that could be purchased
to a maximum of 10,011,000 (representing approximately 10% of the issued ordinary share capital of the Company as at
10 June 2015 (excluding treasury shares)) and sets minimum and maximum prices. The minimum price per share for any
purchase (exclusive of any expenses) would be 0.5p and the maximum price (exclusive of any expenses) would be the higher
of an amount equal to 105% of the average market value of an Ordinary Share for the five business days preceding the day
on which the Ordinary Shares are purchased or the higher of the price of the last independent trade and the highest current
independent bid on the trading venues where the purchase is carried out.
Although the Board has no specific current intention to exercise the authority to make market purchases, the authority provides
the flexibility to allow it to do so in the future. The authority has been and will continue to be exercised only where the directors
believe that to do so would result in an increase in earnings per share and would be in the interests of shareholders generally.
Any purchases of Ordinary Shares have been and would be by means of market purchases through the London Stock Exchange.
Under the Act, companies are allowed to hold shares acquired by way of market purchase as treasury shares, rather than having
to cancel them. To date, all Ordinary Shares that have been purchased in this way are held as treasury shares and the directors
will consider holding any Ordinary Shares the Company may purchase under the authority now being sought as treasury shares.
Such Ordinary Shares acquired by the Company may subsequently either be cancelled, sold for cash or used to satisfy awards
issued to employees pursuant to the Company’s employee share plans. As at 10 June 2015, the Company held 4,341,000
Ordinary Shares in treasury, representing 4.34% of the total ordinary share capital in issue as at that date (excluding treasury
shares).
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As at 10 June 2015 there were awards to subscribe for a total of 977,371 Ordinary Shares in the capital of the Company, which
represent 0.98% of the Company’s issued ordinary share capital at that date (excluding treasury shares). If the full authority
under this resolution and the existing authority to purchase granted at last year’s AGM is ever used in full, those awards would
represent 1.08% of the Company’s issued ordinary share capital at that date (excluding treasury shares). There were no
outstanding warrants over Ordinary Shares in the capital of the Company as at 10 June 2015.
The authority will only be valid until the conclusion of the next AGM in 2016 or 29 September 2016, whichever is earlier.
By order of the Board
Richard Webster
Company Secretary
10 June 2015
Registered Office:
Woodcote Grove
Ashley Road
Epsom
Surrey KT18 5BW
Registered in England and Wales No. 1885586
Inspection of documents
The following documents will be available for inspection at Woodcote Grove, Ashley Road, Epsom, Surrey KT18 5BW, the
registered office of the Company, from the date of this Notice of Meeting until the end of the AGM and at One Great George
Street, Westminster, London SW1P 3AA from 15 minutes before the AGM until it ends:
• Copies of the executive directors’ service contracts
• Copies of letters of appointment of the non-executive directors
• Copies of indemnities issued by the Company in favour of the directors
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Important information about the AGM
Entitlement to attend and vote at the AGM
To be entitled to attend and vote at the annual general meeting (AGM) (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 1800
on 27 July 2015 (or, in the event of any adjournment, at 1800 on the date which is two days before the time of the adjourned
meeting). 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.
Asking a question at the AGM
Any member, or their duly appointed proxy, attending the meeting has the right to ask questions. The Company must cause to
be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if:
(a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;
(b) the answer has already been given on a website in the form of an answer to a question; or
(c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
Appointing a proxy
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 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. A proxy form, which may be used to make such appointment and give proxy instructions, accompanies this
Notice of Meeting. If you do not have a proxy form and believe that you should have one, or if you require additional forms,
please contact our registrar, Capita Asset Services (0871 664 0300 if calling from the UK (calls cost 10p per minute plus any
additional network charges) or +44 (0)20 8639 3399 if calling from outside the UK; lines are open 0900 to 1730 Monday
to Friday).
To be valid any proxy form or other instrument appointing a proxy must be received either by using the pre-printed address
on the back of the proxy form, by freepost to Freepost Capita PXS or (during normal business hours only) by hand to
The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4ZF or at www.myatkinsshares.com, in each case no later than
1100 on Monday 27 July 2015.
The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described below) will not
prevent a shareholder attending the AGM and voting in person if he/she wishes to do so.
Appointing a proxy 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. CREST personal members or other CREST sponsored members, and
those CREST members who have appointed (a) voting 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.
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’s specifications,
and must contain the information required for such instruction, as described in the CREST Manual (available via
www.euroclear.com/CREST). 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 RA10) by 1100 on Monday 27 July 2015. 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 Application 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(s), 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(s), 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 regard, 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.
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.
9
Joint holders
In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment
submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint
holders appear in the Company’s register of members in respect of the joint holding (the first-named being the most senior).
Corporate representatives
Any corporation that is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all
of its powers as a shareholder provided that they do not do so in relation to the same shares.
Nominated Persons
Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 (the Act)
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 AGM. 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.
The statement of the rights of shareholders in relation to the appointment of proxies above does not apply to Nominated
Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.
Voting rights
As at 10 June 2015 (being the last business day prior to the publication of this Notice of Meeting) the Company’s issued share
capital consists of 104,451,799 ordinary shares of 0.5p each, carrying one vote each. As the Company holds 4,341,000 ordinary
shares in treasury, in respect of which it cannot exercise any votes, the total voting rights in the Company as at 10 June 2015 are
100,110,799.
Other matters
Under section 527 of the Act shareholders meeting the threshold requirements set out in that section have the right to require
the Company to publish on a website a statement setting out any matter relating to: (i) 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 (ii) any circumstance
connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and
reports were laid in accordance with section 437 of the Act. The Company may not require the shareholders requesting any
such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required
to place a statement on a website under section 527 of the Act, it must forward the statement to the Company’s auditor not
later than the time when it makes the statement available on the website. The business which may be dealt with at the
AGM includes any statement that the Company has been required under section 527 of the Act to publish on a website.
A copy of this notice, and other information required by section 311A of the Act, can be found at
www.atkinsglobal.com/investors.
Dividend
Subject to shareholders’ approval being given at the AGM, the final dividend will be paid on 21 August 2015 to shareholders
on the register at close of business on 10 July 2015.
Dividend Reinvestment Plan
If you wish to participate in the Dividend Reinvestment Plan (DRIP) your completed form of mandate must be received by
the Company’s registrar by 22 July 2015. Any mandate already submitted will remain in force for future dividends unless
withdrawn by written notice to the Company’s registrar by the same date. Any shareholder wishing to obtain details of the
DRIP should contact our registrar, Capita Asset Services (0371 664 0381 if calling from the UK (calls cost 10p per minute
plus any additional network charges), or +44 (0)20 8639 3402 if calling from outside the UK; lines are open 0900 to 1730
Monday to Friday).
Queries
If you have any queries please contact the company secretary, WS Atkins plc, Woodcote Grove, Ashley Road, Epsom,
Surrey KT18 5BW.
Electronic addresses
You may not use any electronic address provided either in this Notice of Meeting or any related documents (including the
chairman’s letter and proxy form) to communicate for any purpose other than those expressly stated.
10
Transport and directions to AGM
Location
One Great George Street,
Westminster,
London SW1P 3AA
Travel information
One Great George Street is located in a central London location within easy distance of the Houses of Parliament,
Westminster Abbey, Buckingham Palace and St James’s Park. It is within walking distance of Westminster Tube Station (Exit 6)
and St James’s Park Tube Station and a short distance by foot or underground to Waterloo Rail Station, Victoria Rail Station
and Charing Cross Rail Station.
By train
Rail Station
Charing Cross Station
Victoria Station
Waterloo Station
Approximate walking distance
0.7 miles
0.8 miles
0.9 miles
By underground
Underground Station
Westminster Station
St James’s Park
Approximate walking distance
0.3 miles
0.3 miles
Disabled parking
The nearest Blue Badge disabled parking bay is located on Matthew Parker Street, Queen Anne’s Gate and Old Queen Street.
Please see Westminster Council’s website for further information.
See map overleaf Æ
11
Transport and directions to AGM continued
HORSE GUA
RDS
RO
AD
10 DOWNING
STREET
ST JAMES’S
PARK
A3212
One Great
George Street
WESTMINSTER
B IR D C A
LK
GE WA
BRIDGE STREET
H
THE
SUPREME
COURT
H
PARLIAMENT
SQUARE
CENTRAL
HALL
WESTMINSTER
HOUSE OF
COMMONS
H
H
T
EE
ST JAMES’S PARK
T
V IC
IA
OR
A
2
30
R
ST
WESTMINSTER
ABBEY
A3212
H
WESTMINSTER
ABBEY
PRECINCTS
HORSE GUA
RDS
RO
AD
10 DOWNING
STREET
ST JAMES’S
PARK
A3212
One Great
George Street
WESTMINSTER
LK
GE WA
B IR D C A
BRIDGE STREET
H
THE
SUPREME
COURT
PARLIAMENT
SQUARE
CENTRAL
HALL
WESTMINSTER
HOUSE OF
COMMONS
H
H
S PARK
R
TO
V IC
IA
ST
ET
RE
A3
02
WESTMINSTER
ABBEY
A3212
Underground stations
12
WESTMINSTER
ABBEY
PRECINCTS
H Hotels
Location
One Great George Street,
Westminster,
London SW1P 3AA