26 June Dear Shareholder

Transcription

1 26 June 2007 Dear Shareholder 2007 ANNUAL GENERAL MEETING The Company s Annual General Meeting (AGM) will take place at the Conference Centre, WS Atkins plc, Woodcote Grove, Ashley Road, Epsom, Surrey KT18 5BW on Wednesday 5 September 2007 starting at 4.30pm. A map showing the location of the venue is attached. The AGM provides an opportunity for the Company s shareholders to communicate with the directors. The resolutions set out in the Notice of Meeting overleaf cover similar matters to last year with the addition of a proposal to allow the Company to take advantage of new wider electronic communication powers introduced in January 2007 pursuant to the Companies Act Subject to the passing of resolution 13, we will change our default method of communication with shareholders from printed copy documents to our website where we will place relevant documents and notify shareholders of their availability by letter. Positive opt-in will be required for full electronic communication via or to continue to receive printed copy documents. This proposal allows documents to be made available more quickly and is better for the environment. Full details of the proposed new arrangements in respect of shareholder communications, which are conditional upon resolution 13 being passed at the AGM, are attached to your form of proxy. Shareholders who wish to continue to receive printed copies of documents, such as our Annual Report, should notify the Company s Registrars using the form provided. The directors consider that all of the resolutions set out in the Notice of Meeting are in the best interests of shareholders as a whole and they recommend that shareholders vote in favour of all the resolutions, as they intend to do in respect of their own beneficial holdings. If you are unable to attend the meeting you may wish to register your proxy appointment and voting instructions, which you can do in a number of ways. The methods available are: By lodging your instructions online via To do this, you will need your Investor Code, which is shown on your share certificate. You can do this whether or not you have previously signed up for e-communications By completing, dating, signing and returning a form of proxy by post 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 information. All proxy appointments and instructions, by whichever method you choose, must be received by our Registrars no later than 4.30pm on Monday 3 September 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. The results of voting on all resolutions will be announced via the Regulatory News Service and will be published on our website. Last year we received proxy votes for approximately 52% of the Company s shares in advance of the AGM; I hope that we can improve on that figure this year. We aim to encourage investment in the Company and look forward to a long-term relationship with all our shareholders. We hope that you will be able to attend the Meeting. Yours sincerely Ed Wallis Chairman

2 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000, IMMEDIATELY. IF YOU HAVE SOLD OR OTHERWISE TRANSFERRED ALL YOUR SHARES IN THE COMPANY, PLEASE SEND THIS AND THE ACCOMPANYING DOCUMENTS TO THE PURCHASER OR TRANSFEREE OR THE STOCKBROKER, BANK OR OTHER AGENT THROUGH WHOM THE SALE OR TRANSFER WAS EFFECTED FOR TRANSMISSION TO THE PURCHASER OR TRANSFEREE. Notice of Meeting Notice is hereby given that the Annual General Meeting (AGM) of WS Atkins plc will be held at the Conference Centre, WS Atkins plc, Woodcote Grove, Ashley Road, Epsom, Surrey KT18 5BW on Wednesday 5 September 2007 at 4.30 pm to transact the following business, of which resolutions 1 to 9 and 12 will be proposed as ordinary resolutions and resolutions 10, 11 and 13 as special resolutions: 1. Directors Report and Accounts To receive and adopt the Directors Report and Accounts for the year ended 31 March The directors must present their annual report and accounts (Annual Report) for the financial year ended 31 March 2007 to shareholders at the AGM. 2. Directors Remuneration Report To approve the report on directors remuneration for the year ended 31 March In accordance with section 241A of the Companies Act 1985 (the Act), the Board has presented its directors remuneration report (the Report) to shareholders in the Annual Report. The Report, which may be found on pages 45 to 49 of the Annual Report, gives details of the directors remuneration for the year ended 31 March 2007 and sets out the Company s overall policy on directors remuneration. The Company s independent auditors, PricewaterhouseCoopers LLP, have audited those parts of the Report capable of being audited and their report may be found on page 50 of the Annual Report. The Board considers that appropriate executive remuneration plays a vital part in helping to achieve the Company s overall objectives and, accordingly, in compliance with the Act, shareholders will be invited to approve the Report. 3. Dividend To consider the following proposal: THAT the Company declare a final dividend for the year ended 31 March 2007 of 14.0p per ordinary share to be paid on 28 September 2007 to shareholders on the register at the close of business on 17 August 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 14.0p per ordinary share). Re-electing directors retiring under our Articles of Association 4. To re-elect Sir Peter Williams as a director of the Company. 5. To re-elect Robert MacLeod as a director of the Company. The Articles of Association state that a third of our directors must retire in turn at each AGM. Sir Peter Williams and Robert MacLeod have confirmed that they will stand for re-election. They have been directors for the longest period since last appointed by shareholders at an AGM. There is biographical information about each of them on pages 36 to 37 of the Annual Report. Having undertaken a performance evaluation, the Board considers that the performance of each of these directors continues to be effective and that they each demonstrate a strong commitment to their role. Electing directors appointed to the Board since the last AGM 6. To appoint Fiona Clutterbuck as a director of the Company. 7. To appoint Alun Griffiths as a director of the Company. The Articles of Association state that any director appointed by the Board during the year must stand for reappointment at the next AGM following appointment. Fiona Clutterbuck and Alun Griffiths were appointed as directors on 13 March They now stand for re-appointment by shareholders. The Annual Report contains biographical information on each of the directors on pages 36 to 37. The Board considers the performance of each of these directors to be effective and that they each demonstrate a strong commitment to the role.

3 8. The Auditors To re-appoint PricewaterhouseCoopers LLP as auditors of the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company and to authorise the directors to fix their remuneration. Auditors are 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 auditors. It is normal practice for a company s directors to be authorised to agree the auditors fees. 9. Authority to allot shares To consider, and if thought fit, to pass the following resolution as an ordinary resolution: THAT the authority conferred on the directors by Article 7.1 of the Company s Articles of Association be renewed for a period expiring at the end of the next AGM of the Company after the date on which this resolution is passed and for that period the section 80 amount shall be 172,345. This and the next resolution 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. Last year, the directors were given the authority to allot shares from the Company s authorised but unissued share capital until the next AGM. This authority allows the directors to allot up to 34,469,093 ordinary shares of 0.5p each representing approximately 33% of the issued ordinary shares as at 26 June 2007 (excluding treasury shares). As at 26 June 2007, the Company did not hold any treasury shares in the capital of the Company. The directors have no present intention of exercising this authority but wish to renew it so that the Board can allot securities at short notice and without the need to hold an extraordinary general meeting if the need arises. The following resolution is proposed as a special resolution, which requires a majority of 75% or more of votes cast: 10. Power to allot equity securities for cash To consider, and if thought fit, to pass the following as a special resolution: THAT the power conferred on the directors by Article 7.2 of the Company s Articles of Association be renewed for a period expiring at the end of the next AGM of the Company after the date on which this resolution is passed and for that period the section 89 amount is 26,112. This resolution renews the directors power to allot equity securities and sell treasury shares in exchange for cash in accordance with the Articles of Association. Equity securities include ordinary shares in the Company (other than ordinary shares which are allotted under employee share schemes and shares held in treasury). This resolution allows the directors to issue up to 5,222,589 ordinary shares of 0.5p each in exchange for cash without first having to offer the shares to existing shareholders. This number represents approximately 5% of the issued ordinary shares as at 26 June Resolution 10 gives the directors this power until the end of the next AGM. In any three year period it is intended that no more than 7.5% of the issued share capital will be issued on a non pre-emptive basis. The directors have no present intention of exercising this power but believe that this resolution will assist them to take advantage of business opportunities as they arise. The following resolution is proposed as a special resolution, which requires a majority of 75% or more of votes cast: 11. Authority to purchase own shares To consider and if thought fit, to pass the following as a special resolution: THAT the Company be and is hereby generally and unconditionally authorised to make market purchases (as defined in section 163(3) of the Companies Act 1985) of ordinary shares of 0.5p each in the capital of the Company (ordinary shares), subject to the following conditions:

4 (a) the maximum number of ordinary shares authorised to be purchased is 10,445,179; (b) the minimum price (exclusive of expenses) which may be paid for an ordinary share is 0.5p; (c) the maximum price (exclusive of expenses) which may be paid for an ordinary share is an amount equal to 105 per cent of the average of the middle market quotations for an ordinary share as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the share is contracted to be purchased; (d) this authority shall expire at the end of the AGM of the Company to be held in 2008 or 15 months from the date of this resolution (whichever is earlier); and (e) a contract to purchase shares under this authority may be made prior to the expiry of this authority, and concluded in whole or in part after the expiry of this authority. This resolution gives the Company authority to buy back its 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 10,445,179 (representing 10% of the issued ordinary share capital of the Company as at 26 June 2007) 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 not be more than an amount equal to 105% of the average of the middle market quotations for an ordinary share of the Company derived from the London Stock Exchange Daily Official List for the five business days preceding the day on which the ordinary shares are purchased. The directors have no present intention of exercising the authority to purchase the Company s ordinary shares but will keep the matter under review. The authority will be exercised only if 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 the Company s own ordinary shares 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. Although the Company does not currently hold any treasury shares, if it were to acquire ordinary shares and hold them in treasury, such shares may either subsequently be cancelled, sold for cash or used to satisfy awards issued to employees pursuant to the Company s employees shares schemes. As at 26 June 2007 there were awards to subscribe for a total of 1,811,481 ordinary shares in the capital of the Company, which represent 1.73% of the Company s issued ordinary share capital at that date. If the full authority under this resolution to purchase the Company s ordinary shares were used, those awards would represent 1.93% per cent of the Company s issued ordinary share capital at that date. There were no outstanding warrants as at 26 June The authority will only be valid until the conclusion of the next AGM in 2008 or 15 months from the date of the resolution, whichever is earlier. 12. Political donations and political expenditure To consider, and if thought fit, to pass the following as an ordinary resolution: THAT the Company be authorised to make donations to EU political organisations not exceeding 25,000 in total and to incur EU political expenditure not exceeding 25,000 in total and that Atkins Limited, a wholly-owned subsidiary of the Company, be authorised to make donations to EU political organisations not exceeding 25,000 in total and to incur EU political expenditure not exceeding 25,000 in total during the period beginning from the date of the Company s AGM in 2007 and ending 18 months from the date of the AGM, or if sooner the date of the Company s AGM in For the purposes of this resolution, the expressions donations, EU political organisations and EU political expenditure have the meanings set out in Part XA of the Companies Act.

5 This resolution seeks authority under the Act for the Company and its main operating subsidiary, Atkins Limited, to make political donations or incur political expenditure of up to 100,000 in aggregate over the next year. The Company s continuing policy is that it does not make contributions in cash or in kind to political organisations and has no intention of using the authority for this purpose. However, the Act defines EU political organisation widely and there is some uncertainty over which bodies are covered by this definition and what will be classified as a donation or EU political expenditure. The Company is therefore seeking authority under this resolution in order to prevent inadvertent breach of the Act. The following resolution is proposed as a special resolution, which requires a majority of 75% or more of votes cast: 13. Electronic communication with shareholders To consider and if thought fit to pass the following as a special resolution: THAT (a) the Company may send or supply any document or information that is required or authorised to be sent or supplied by the Company under: (i) the Companies Acts (as defined in section 2 of the Companies Act 2006 (the 2006 Act )) or (ii) pursuant to the Company s Articles of Association; or (iii) pursuant to any other rules or regulations to which the Company may be subject, by making it available on a website; (b) the relevant provisions of the 2006 Act, which apply when documents required or authorised to be sent or supplied by the Company under the Companies Acts are made available on a website, shall also apply, with any necessary changes, when any document or information is required or authorised to be sent or supplied under the Company s Articles of Association or any other rules or regulations to which the Company may be subject is made available on a website; and (c) this resolution 13 shall supersede any provision of the Company s Articles of Association to the extent that it is inconsistent with this resolution. This resolution will, if passed, allow the Company to take advantage of new provisions in the Companies Act 2006 for communications between companies, shareholders and others, which came into force on 20 January The key change made by the new provisions is that a shareholder is deemed to have agreed to receiving documents and information from the Company by the Company publishing such documents and information on a website if certain conditions are met and procedures followed. Shareholders can, however, ask for a printed copy of any document, or ask for full electronic communication via , at any time. The resolution covers all documents or information that the Company may send to shareholders. This includes, but is not limited to, annual reports and accounts, notices of annual and general meetings, and any documents that the Company is required to send to shareholders under the Listing Rules of the Financial Services Authority in its capacity as the UK Listing Authority, or any other rules to which the Company is subject. The resolution supersedes any inconsistent provision in the Company s Articles of Association. Those shareholders who have not yet elected to receive full electronic communications from the Company will have received a form attached to their printed form of proxy requesting that they make known their mailing preference subject to the passing of this resolution. Shareholders may choose to receive full electronic communication via , a printed copy of documents via post or, if no form is received within 28 days of the date of the passing of the resolution, website communication will be deemed to have been accepted. These elections will only apply if shareholders pass this resolution. Even if a shareholder fails to return their form, and is deemed to agree to website publication, he or she can ask for a printed copy of any document from the Company at any time. The Company will send the copy free of charge within 21 days of receiving the request.

6 If this resolution is passed the Company will notify shareholders when a document or information is made available on its website. Those shareholders who have elected to receive full electronic communications will continue to receive s from the Company notifying them once documents are available on a website. Those who request to receive printed copy documents will receive publications such as our Annual Report via the post and those who fail to respond will be deemed to have accepted website communication and will be sent a letter via post to notify them when a document is made available on a website and how to access it. By Order of the Board Philip Davis Company Secretary 26 June 2007 Registered Office: Woodcote Grove Ashley Road Epsom Surrey KT18 5BW Notes: Documents Available for Inspection The following information may be inspected at Woodcote Grove, Ashley Road, Epsom, Surrey KT18 5BW, the registered office of the Company, during normal business hours from the date of this notice until the date of the meeting and will also be available for at least 15 minutes prior to and at the meeting: (i) a statement of the interests and transactions of directors and their families in the share capital of the Company and any of its subsidiaries; (ii) copies of all contracts of service and letters of appointment under which the directors are employed by the Company or any of its subsidiaries; and (iii) copies of indemnities issued by the Company in favour of the directors.

7 Important information about the AGM This is the formal Notice to shareholders of the AGM its date, time and place, and the business we will consider at the meeting. It is an important document. If there is anything you do not understand, please talk to an appropriate professional adviser. How to ask a question If you want to ask a question at the AGM, it will help us if you send your question in advance to the company secretary at the address below. This will ensure that we can answer your question as fully as possible at the AGM. If you cannot come to the meeting but would like a written answer to your question, then please also write to the company secretary at the address below. What to do if you have recently sold or transferred all of your WS Atkins plc ordinary shares Please send this Notice and the proxy form to the broker who sold the shares for you. The broker can then send them to the new owner of the shares. To have the right to attend and vote at the AGM, you must hold ordinary shares in WS Atkins plc (this means your shareholding must be entered on the share register) 48 hours before the appointed time of the AGM. How to appoint a proxy If you cannot come to the AGM, you can appoint one or more persons (your proxy or proxies) to come to the meeting and vote for you. A proxy does not have to be a member of WS Atkins plc. If you want to appoint a proxy, please complete a proxy voting form or complete your proxy voting form online. To complete your proxy voting form online you will need your Investor Code and access our shareholder services portal at You can complete your proxy voting form online whether or not you have previously signed up for e-communications. Both the paper proxy voting form and the online proxy voting form include a Vote Withheld option for each resolution. It should be noted that a Vote Withheld is not a vote in law and will not be counted in the votes for or against a resolution. Your proxy voting instructions must be received at least 48 hours before the appointed time of the AGM, i.e. no later than 4.30pm on Monday 3 September If you return a proxy voting form or complete your instructions online you can still come to the AGM and vote instead of your proxy. If you do this and there is a poll vote, we will ignore your proxy votes. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and these 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 CRESTCo s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or 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 Company s Registrar (ID number RA10) by the latest time(s) for receipt of proxy appointments specified in the Notice of Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications 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 providers should note that CRESTCo does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the

8 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 may be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) 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 The Company, pursuant to Regulation 41(1) of the Uncertificated Securities Regulations 2001, specifies that only those Shareholders registered in the relevant Register of Members of the Company at 4.30pm on 3 September 2007 shall be entitled to attend or vote at the AGM in respect of the number of shares registered in their name at that time. Changes to entries on the relevant Register after 4.30pm on 3 September 2007 will be disregarded in determining the rights of any person to attend or vote at the AGM. Other matters Subject to shareholders approval being given at the AGM, the final dividend will be paid on 28 September 2007 to shareholders on the register at close of business on 17 August If you wish to participate in the Dividend Reinvestment Plan (DRIP) your completed form of mandate must be received by the Company s Registrars by 29 August Any mandate already submitted will remain in force for future dividends unless withdrawn by written notice to the Company s Registrars. If you have any queries please contact the company secretary, WS Atkins plc, Woodcote Grove, Ashley Road, Epsom, Surrey KT18 5BW. Transport and directions to AGM Location Conference Centre WS Atkins plc Woodcote Grove Ashley Road Epsom, Surrey KT18 5BW Rail Epson Station is within 15 minutes walk of Woodcote Grove Parking Limited parking facilities are available at Woodcote Grove