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Tritax Big Box REIT PLC

Proxy Solicitation & Information Statement Apr 15, 2020

4906_agm-r_2020-04-15_875e1e7c-aace-4ec3-b69c-6e4eada95f87.pdf

Proxy Solicitation & Information Statement

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All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

Form of Proxy - Annual General Meeting to be held on 13 May 2020

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy Control Number: 916399 SRN: PIN:

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN and agree to certain terms and conditions.

View the Annual Report online: https://tritaxbigbox.co.uk/investors/shareholder-information/

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 11 May 2020 at 10.00 am.

Explanatory Notes:

  • 1. Please note the following important information when completing this form of proxy. Under the 'Stay at Home' measures imposed by the UK Government in response to the Covid-19 outbreak, public gatherings of more than two people are currently not permitted. As a result, you will not be permitted to attend the Annual General Meeting in person. Anyone seeking to attend the meeting in person (beyond the two persons designated by the Board as being necessary to form a quorum) will be refused entry. You should appoint the Chairman of the Annual General Meeting as your proxy (any other proxy will not be allowed to attend the meeting unless it is for the purpose of forming the quorum).
  • 2. The 'Vote Withheld' option overleaf 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.
  • 3. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to vote and the number of votes which may be cast will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

  • 4. To appoint or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 10:00 a.m. on Monday 11 May 2020. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
  • 5. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 702 0147 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
  • 6. Any alterations made to this form should be initialled.
All Named Holders

Form of Proxy

The Chairman of the Meeting *
I/We hereby appoint the Chairman of the Meeting above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement on my/our behalf at the
Annual General Meeting of Tritax Big Box REIT plc to be held on 13 May 2020 at 10.00 am, and at any adjourned meeting.
For Against Vote
Withheld
Please use a black pen. Mark with an X
inside the box as shown in this example.
For Against Vote
Withheld
1. Ordinary Business
To receive and adopt the financial statements for
the financial year ended 31 December 2019.
10. To authorise the Directors to determine the
Auditors' remuneration.
2. To receive, adopt and approve the Directors'
Remuneration Report (other than the Directors'
Remuneration Policy).
11. To authorise the Directors to declare and pay all
dividends of the Company as interim dividends.
3. To elect Karen Whitworth as a Director of the
Company.
12. To authorise the Directors to allot shares under
section 551 of the Companies Act 2006.
4. To re-elect Sir Richard Jewson as a Director of the
Company.
Special Business
13. To authorise the Directors to allot shares as if
section 561(1) of the Companies Act 2006 did not
apply.
5. To re-elect Aubrey Adams as a Director of the
Company.
14. To authorise the Directors to allot shares as if
section 561(1) of the Companies Act 2006 did not
apply for the purpose of financing an acquisition.
6. To re-elect Richard Laing as a Director of the
Company.
15. To authorise the Company to make market
purchases of its own shares.
7. To re-elect Susanne Given as a Director of the
Company.
16. That a general meeting other than an Annual
General Meeting may be called on not less than 14
clear days' notice.
8. To re-elect Alastair Hughes as a Director of the
Company.
17. To approve and adopt new Articles of Association.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature Date

9. To re-elect BDO LLP as Auditors of the Company.

NAMEDIANA
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In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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