Redefine International P.L.C. AGM Proxy Form for shareholders on the UK share register Attendance Card To be held at the Company’s Head Office at: 2nd Floor, 30 Charles II Street, London SW1Y 4AE on 29 January 2015 at 9.00am. If you wish to attend this meeting in your capacity as a holder of Ordinary Shares, please sign this card and on arrival hand it to the Company’s registrars or Company Secretary. This will facilitate entry to the meeting. Signature of person attending Barcode: Investor code: Form of Proxy Redefine International P.L.C. Annual General Meeting Barcode: Investor code: Event code: I/We being a member of the Company hereby appoint the Chairman of the meeting or (see note 1 over) Number of shares proxy appointed over Name of Proxy as my/our proxy to vote on my/our behalf at the AGM of the Company to be held at 9.00am on 29 January 2015 and at any adjournment thereof. I have indicated with a ‘X’ how I/we wish my/our votes to be cast on the following resolutions: Please mark ‘X’ to indicate how you wish to vote Ordinary Business 1. To receive the Annual Report and audited financial statements for the year ended 31 August 2014 if you are appointing more than one proxy. Special Business 16. To increase the aggregate fees that can be paid to the Non-Executive Directors 2. To approve the Directors Annual Report on Remuneration for the year ended 31 August 2014 17. To authorise the Directors to allot Ordinary Shares up to the limits set out in the notice of the AGM 3. To approve the Directors Remuneration Policy 18. To authorise a scrip dividend alternative 4. To re-elect GA Clarke as a Director 19. To authorise the Directors to disapply pre-emption rights up to the limits set out in the notice of the AGM 5. To re-elect MJW Farrow as a Director For Against Vote Withheld Resolutions For Against Vote Withheld If you wish to appoint multiple proxies please see note 1 over. Please also tick here 20. To authorise the Directors to make market purchases of Ordinary Shares up to the limits set out in the notice of the AGM 6. To re-elect GR Tipper as a Director 7. To re-elect SE Ford as a Director 8. To re-elect M Wainer as a Director 21. To authorise the use of electronic communications 9. To re-elect B Nackan as a Director 22. To approved the transfer of listing category from an investment company to a commercial company 10. To re-elect MJ Watters as a Director 11. To re-elect SJ Oakenfull as a Director 12. To re-elect A Rowell as a Director 13. To re-elect AA Horsburgh as a Director 14. To re-appoint the Independent Auditor 15. To authorise the Directors to set the remuneration of the Independent Auditor Signature: Date: Shareholders wishing to vote online should visit http://www.capitashareportal.com and follow the instructions. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual. Notes 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see over). If the proxy is being appointed in relation to less than your full voting entitlement, please enter the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). 2. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder’s name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. 3. The ‘Vote Withheld’ option is provided to enable you to abstain on any particular resolution. However, it should be noted that a ‘Vote Withheld’ is not a vote in law and will not be counted in the calculation of the proportion of the votes ‘For’ and ‘Against’ a resolution. 4. Entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6.00pm on 27 January 2015. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting. 5. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual. Shareholders wishing to vote online should visit www.capitashareportal.com and follow the instructions. 6. The completion and return of this form will not preclude a member from attending the meeting and voting in person. If you attend the meeting in person, your proxy appointment will automatically be terminated. 7. The Form of Proxy overleaf must arrive at Capita Registrars, PXS, 34 Beckenham Road, Beckenham, BR3 4TU during usual business hours accompanied by any Power of attorney under which it is executed (if applicable) no later than 9.00am on 27 January 2015. Returning your Form of Proxy 1. You can return your Form of Proxy to the return address printed on the back of the form. If you do not wish the Form of Proxy to be seen by anyone except the Company and the Registrar please return in the business reply envelope provided. 2. Shareholder outside the UK can reply by posting the Form of Proxy in an envelope to Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
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