Annual general meeting
The annual general meeting (AGM) of the Company will be held at 2.00 pm on Thursday 5 May 2016 at 195 Piccadilly, London W1J 9LN. The notice of meeting, which includes the business to be transacted at the meeting, is included within the AGM circular. The circular also contains an explanation of all the resolutions to be considered at the AGM.
Restrictions on the transfer of securities
While the Board has the power under the articles of association to refuse to register a transfer of shares, there are no restrictions on the transfer of shares. Under the Company’s articles, the Directors have power to suspend voting rights and the right to receive dividends in respect of shares in circumstances where the holder of those shares fails to comply with a notice issued under section 793 of the Companies Act 2006. The Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities or voting rights.
The Directors recommend a final dividend of 5.8 pence per ordinary share in respect of the year ended 31 December 2015, payable to shareholders on the register at the close of business on 8 April 2016. This, together with the interim dividend of 2.9 pence paid in September 2015, brings the total dividend for the year to 8.7 pence.
Issued share capital
In July 2015 the Company conducted an equity placing of 65,573,771 ordinary shares of 10 pence each at a price of £3.05 per share to raise a total of £200 million before expenses. The proceeds from the equity placing were used to fund in part the consideration for the acquisition of Fokker. At 31 December 2015, the issued share capital of the Company consisted of 1,726,103,630 ordinary shares of 10 pence each (2014: 1,660,529,859 shares), of which 12,168,928 shares (0.7%) were held in treasury (2014: 17,797,916 shares; 1.07%). During the year, a total of 5,628,988 ordinary shares were transferred out of treasury in connection with the exercise of options by participants under the Company’s share option schemes (2014: 2,760,865 shares). The ordinary shares are listed on the London Stock Exchange. In addition, GKN has a sponsored Level 1 American Depositary Receipt (ADR) programme for which the Bank of New York Mellon acts as Depositary. The ADRs trade in the US over-the-counter market where each ADR represents one GKN ordinary share.
As at 31 December 20151, the Company had been notified of the following holdings of voting rights in its shares under Rule 5 of the Disclosure Rules and Transparency Rules of the Financial Conduct Authority: % of
Nature of interest voting rights
Standard Life Investments (Holdings) Ltd
Direct Indirect Total Direct Indirect Contracts for difference Total
4.44 3.37 7.81 0.07 5.15 0.16 5.38 4.89 0.01 0.10 5.00
Ameriprise Financial Inc
Indirect Qualifying financial instruments Contracts for difference Total
See footnote on page 97.
Rights and obligations attaching to shares