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International Public Partnerships Limited

Proxy Solicitation & Information Statement May 7, 2020

6275_agm-r_2020-05-07_da714d96-75ae-4bb8-814e-d8c790f1094a.pdf

Proxy Solicitation & Information Statement

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FORM OF PROXY INTERNATIONAL PUBLIC PARTNERSHIPS LIMITED (THE 'COMPANY')

You may submit your proxy electronically using The Share Portal at www.signalshares.com.

If not already registered for The Share Portal, you will need your Investor Code.

AREA FOR PERSONALISATION NOTICE OF AVAILABILITY
Link Asset Services
34 Beckenham Road
Kent
Notice of AGM and Annual Report and
Accounts for year ending 31 December 2019.
IMPORTANT – PLEASE READ CAREFULLY
You can now access the 2019 Annual Report
and Notice of Meeting by visiting this website:
www.internationalpublicpartnerships.com
If you wish to receive a paper copy of the
Annual Report please contact:
Annual General Meeting of International Public Partnerships Limited to be held at Trafalgar Court,
Admiral Park, Les Banques, Guernsey at 10.00 am on 27 May 2020.
BR3 4TU
Name of
Registered Shareholder
Bar Code: AREA FOR
PERSONALISATION
To allow effective constitution of the Meeting, if it is apparent to the Chair that no Shareholders will be present in person or by proxy, other than by proxy in the Chair's
favour, then the Chair may appoint a substitute to act as proxy in his stead for any Shareholder, provided that such substitute proxy shall vote on the same basis as the
Chair.
I/We request my/our proxy to vote in the manner indicated below:
FORM OF PROXY
INTERNATIONAL PUBLIC PARTNERSHIPS LIMITED – ANNUAL GENERAL MEETING 2020
Bar Code:
AREA FOR PERSONALISATION AREA FOR
I/We hereby appoint the Chairman of the meeting or Investor Code: PERSONALISATION
Name of Number of
shares proxy
Event Code:
appointed over
Please mark 'X' to indicate how you wish to vote
Auditors' report for the period ended 31 December 2019. withheld*
Against
Vote
For
ORDINARY RESOLUTIONS 11.To re-appoint Ernst & Young LLP, of Royal Chambers, St Julian's Avenue,
St Peter Port, Guernsey, GY1 4AF as Auditors of the Company and to hold
withheld*
Against
Vote
For
31 December 2019. office until the next Annual General Meeting.
12.To authorise the Directors to determine Ernst & Young LLP's remuneration.
with the AIC Code of Corporate Governance. 13.THAT, in accordance with Article 108 of the articles of incorporation, the
the articles of incorporation. of the Company ending prior to the annual general meeting of the Company
to be held in 2021, offer the holders of the ordinary shares in the capital of
the Company of par value 0.01 penny each (the 'Ordinary Shares') the right
to elect to receive further Ordinary Shares, credited as fully paid, in respect
Board may, in respect of dividends declared for any financial period or periods
with the UKLA Listing Rules and the AIC Code of Corporate Governance. such period or periods. of all or any part of such dividend or dividends declared in respect of any
with the AIC Code of Corporate Governance. SPECIAL RESOLUTIONS 14.To approve that the Company generally be and is hereby authorised for the
the articles of incorporation. (the 'Law') to make market acquisitions (as defined in the Law) of ordinary
shares in the capital of the Company of par value 0.01 penny each (the
purposes of section 315 of the Companies (Guernsey) Law, 2008 as amended
accordance with the AIC Code of Corporate Governance. 'Ordinary Shares') in line with the provisions stated in the Notice.
15.THAT the Directors of the Company from time to time (the 'Board') be and
with the AIC Code of Corporate Governance.
30 June 2019 of 3.59 pence per share and an interim dividend in respect of the
are hereby generally empowered in accordance with Article 39.4 of the
articles of incorporation (in substitution for the existing power and authority
granted at the Company's annual general meeting held in 2019, to allot up
number of Ordinary Shares already admitted to trading on the London Stock
to the aggregate number of Ordinary Shares as represent 9.99 per cent of the
Proxy
to be my/our proxy to attend and, on a poll, vote on my/our behalf at the Annual General Meeting of International Public Partnerships Limited to be held at 10.00 am on 27 May 2020
and at any adjournment thereof (the 'Meeting').
Please mark 'X' to indicate how you wish to vote
ORDINARY RESOLUTIONS
1. To receive and adopt the audited accounts, the Directors' report, and the
2. To approve the Directors' remuneration for the period ended
3. To re-appoint Julia Bond as Director of the Company retiring in accordance
4. To appoint Sally-Ann David as Director of the Company, in accordance with
5. To re-appoint Giles Frost as Director of the Company, retiring in accordance
6. To re-appoint Mike Gerrard as Director of the Company retiring in accordance
7. To appoint Meriel Lenfestey as Director of the Company, in accordance with
8. To re-appoint John Le Poidevin as Director of the Company, retiring in
9. To re-appoint Claire Whittet as Director of the Company, retiring in accordance
10.To note and sanction an interim dividend in respect of the six months ended
six months ended 31 December 2019 of 3.59 pence per share.
Please indicate how you wish your proxy to vote by marking an 'X' in the appropriate box. If the form
is duly signed but with no direction as to how the proxy is to vote, the proxy will vote or abstain from
Exchange's main market in line with the provisions stated in the Notice.
voting at his/her discretion.
* The Vote withheld option is provided to enable you to instruct your proxy not to vote on any particular
resolution, however it should be noted that a vote withheld in this way 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.

www.signalshares.com

Notes

    1. Only holders of Ordinary Shares, or their duly appointed representatives, are entitled to attend and vote at the Meeting. A member so entitled may appoint (a) proxy(ies) who need not be (a) member(s) to attend and, on a poll, vote on his/her behalf, should circumstances change that safely permit shareholders or their proxies to attend the AGM. A proxy may not speak at the meeting except with the permission of the Chair of the Meeting.
    1. If you wish to appoint someone other than the Chair of the Meeting as your proxy, please insert his/her name and delete 'the Chair of the meeting or'.
    1. Should circumstances change that safely permit shareholder or their proxies to attend the AGM, proxies are requested to bring a valid form of photographic identification to the Meeting. In the absence of such identification proxies may be refused admittance to the Meeting.
    1. A Shareholder may appoint more than one proxy to attend, should circumstances change that safely permit shareholders or their proxies to attend the AGM. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different Ordinary Shares. You may not appoint more than one proxy to exercise rights attached to any one Ordinary Share. When two or more valid but differing instruments of proxy are delivered in respect of the same share for use at the same meeting and in respect of the same matter, the one which is lastly delivered (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which instrument was lastly delivered, none of them shall be treated as valid in respect of that share.
    1. If you wish your proxy to cast all of your votes for or against a resolution you should insert an 'X' in the appropriate box. If you wish your proxy to cast only certain votes for and certain votes against, insert the relevant number of shares in the appropriate box. In the absence of instructions, your proxy may vote or abstain from voting as he or she thinks fit on the specified resolutions and, unless instructed otherwise, may also vote or abstain from voting as he or she thinks fit on any other business (including on a motion to amend a resolution, to propose a new resolution or to adjourn the Meeting) which may properly come before the Meeting.
  • Business Reply Plus Licence Number RLUB-TBUX-EGUC

    1. The 'Withheld' option on the Form of Proxy is provided to enable you to abstain on any particular resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' and 'Against' a resolution.
    1. A corporation must seal the Form of Proxy or have it signed by an officer or attorney or any other person authorised to sign.
    1. In the case of joint Shareholders, any Shareholder who has been elected by such joint Shareholders to represent them and to vote in their name may sign this Form of Proxy. In default of such election, the joint Shareholder whose name stands first on the register of members in respect of the joint shareholding shall alone be entitled to vote.
    1. To change the identity of your appointed proxy you should submit a new Form of Proxy using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see note 11 below) also apply in relation to amended appointments.
    1. To change your proxy voting instructions you may simply submit a new Form of Proxy using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see note 11 below) does not apply in relation to amended voting instructions.
    1. To be valid this Form of Proxy (together with any power of attorney or other authority under which it is signed or a copy of such authority certified notarially or in some other way approved by the Board of Directors) must reach Link Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4ZF as soon as possible but, in any event, by no later than 10.00 am on 22 May 2020. Alternatively, Shareholders may submit proxies electronically no later than 10.00 am on 22 May 2020 using the Link Share Portal Service at www.signalshares.com. Lodgment of a Form of Proxy does not prevent a member from attending the Meeting in person.
    1. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures detailed in the CREST manual.

PXS1 34 BECKENHAM ROAD BECKENHAM BR3 4ZF

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