
ATTENDANCE CARD
You may submit your proxy electronically using the Share Portal service at www.signalshares.com. If not already registered for the Share Portal, you will need your Investor Code, which can be found on your share certificate or dividend confirmation.
Signature of person attending |
The Annual General Meeting of Braemar Shipping Services Plc (the "Company") will be held on 19 August 2020 at 2:00 p.m. at the Company's offices at One Strand, Trafalgar Square, London, WC2N 5HR, United Kingdom. Bar Code: |
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Notice of Availability 2020 Annual Report and Notice of 2020 AGM IMPORTANT – PLEASE READ CAREFULLY You can now access the 2020 Annual Report and Notice of Meeting by visiting this website: www.braemar.com If you wish to receive a paper copy of the Annual Report, please contact: Link Asset Services, 34 Beckenham Road, Beckenham, Kent BR3 4TU IMPORTANT NOTE: In ordinary circumstances, you could use this card to facilitate your entry to this meeting in your capacity as a holder of Ordinary Shares, by signing it and handing it to the Company's registrars on arrival. However, due to the ongoing COVID-19 pandemic and current government advice on non-essential travel and social distancing, this will be a closed meeting and holders of Ordinary Shares will not be permitted to attend the meeting in person. |
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| Investor Code: |
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Shareholders are still encouraged to exercise their votes by completing and returning this form as soon as possible and by appointing the chairman of the meeting as their proxy. |
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| the meeting (see note 4 overleaf) |
being (a) member(s) of Braemar Shipping Services Plc (the "Company") appoint the chairman of |
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Bar Code: Event Code: |
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resolutions as indicated by an "✗" in the appropriate box, and on any other resolutions as he thinks fit: |
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as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on 19 August 2020 at 2:00 p.m. at the Company's offices at One Strand, Trafalgar Square, London, WC2N 5HR, United Kingdom and at any adjournment of the meeting, on the following |
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Resolutions Business |
Please mark "✗" to indicate how you wish to vote |
withheld Against Vote For |
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For |
Against |
withheld Vote |
1. To receive the audited annual accounts and reports for the financial year ended 29 February 2020. |
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as auditor of the Company. |
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10. To authorise the directors to determine BDO LLP's remuneration |
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2. To approve the directors' remuneration report (other than the remuneration policy) for the year ended 29 February 2020. |
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11. To authorise the directors to allot shares. |
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3. To approve the directors' remuneration policy. |
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12. To authorise the directors to disapply the statutory pre-emption |
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4. To re-elect Jürgen Breuer as a director of the Company. |
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rights (5% of share capital). |
13. To authorise the directors to disapply the statutory pre-emption |
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5. To re-elect Stephen Kunzer as a director of the Company. |
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or other capital investment). |
rights (additional 5% of share capital in respect of an acquisition |
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6. To re-elect Ronald Series as a director of the Company. |
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own shares. |
14. To authorise the Company to make market purchases of its |
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7. To re-elect Nicholas Stone as a director of the Company. 8. To re-elect Lesley Watkins as a director of the Company. |
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on 14 clear days' notice. |
15. To authorise the Company to call any general meeting, other than the Annual General Meeting of the Company, |
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9. statements of the Company are laid before the Company. |
To re-appoint BDO LLP as auditor to the Company to hold office until the conclusion of the next general meeting at which financial |
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Notes Notes
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- To be valid, completed forms must be returned to the Company by one of the 1. To be valid, completed forms must be returned to the Company by one of the following methods:
- following methods: (a) in hard copy form by post, by courier or by hand to the Company's registrar, (a) in hard copy form by post, by courier or by hand to the Company's Registrar, Link Asset Services (the "Registrars"), at the address shown overleaf; or
- Capita Asset Services (the "Registrars"), at the address shown overleaf; or (b) electronically by visiting www.signalshares.com; or
- (b) electronically by visiting www.capitashareportal.com; or (c) in the case of CREST members, by utilising the CREST electronic proxy (c) in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below,
appointment service in accordance with the procedures set out below, and in each case must be received by the Company not less than 48 hours before the time fixed for the meeting. If someone else signed the form on your behalf, you or that person must send the power of attorney or other written authority under which it is and in each case must be received by the Company not less than 48 hours before the time fixed for the meeting. If someone else signed the form on your behalf, you or that person must send the power of attorney or other written authority under which it is signed to the address overleaf so that it is received not less than 48 hours before the time fixed for the meeting.
signed to the address overleaf so that it is received not less than 48 hours before the time fixed for the meeting. Please note that any electronic communication sent to our registrars in respect of the Please note that any electronic communication sent to our Registrars in respect of the appointment of a proxy that is found to contain a computer virus will not be accepted.
- appointment of a proxy that is found to contain a computer virus will not be accepted. 2. A corporation must execute this form either under its common seal or under the hand 2. A corporation must execute this form either under its common seal or under the hand of an officer or attorney duly authorised in writing.
- of an officer or attorney duly authorised in writing. 3. This form enables you to instruct your proxy how to vote, whether on a show of hands or on a poll, on the resolutions to be proposed at the meeting. If you want your proxy to vote in a certain way on the resolutions specified please place an '7' in the relevant boxes. If you fail to select any of the given options your proxy can vote as he or she chooses or can decide not to vote at all. The proxy can also do this on any other resolution that is put to the meeting. 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 3. This form enables you to instruct your proxy how to vote, whether on a show of hands or on a poll, on the resolutions to be proposed at the meeting. If you want your proxy to vote in a certain way on the resolutions specified please place an "✗" in the relevant boxes. If you fail to select any of the given options your proxy can vote as he or she chooses or can decide not to vote at all. The proxy can also do this on any other resolution that is put to the meeting. 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.
- proportion of the votes 'For' and 'Against' a resolution. 4. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the meeting, provided each proxy is appointed to exercise rights in respect of different shares. The appointment of the chairman as proxy has been included for convenience. If you wish to appoint any other person or persons as proxy or proxies delete the words "the chairman of the meeting" and add the name and address of the proxy or proxies appointed. If you do not delete such words and you appoint a proxy or proxies, the chairman shall not be entitled to vote as proxy. If your proxy is being appointed in relation to less than your full voting entitlement, the number of shares in respect of which each such proxy is to vote must be specified. In the absence of any specific direction, a proxy shall be deemed to be entitled to vote in respect of all the shares in the relevant holding. 4. Every holder usually has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the meeting, provided each proxy is appointed to exercise rights in respect of different shares. Given the current COVID-19 restrictions, a holder shall only be entitled to appoint a proxy to vote on his behalf at the meeting, which will not be open to holders to attend. The appointment of the chairman as proxy has been included for convenience, but holders are strongly encouraged to appoint the chairman as their proxy, as attendance by other proxies is unlikely to be possible because of the COVID-19 restrictions. If you do wish to appoint any other person or persons as proxy or proxies, delete the words "the chairman of the meeting" and add the name and address of the proxy or proxies appointed. If your proxy is being appointed in relation to less than your full voting entitlement, the number of shares in respect of which each such proxy is to vote must be specified. In the absence of any specific direction, a proxy shall be deemed to be entitled to vote in respect of all the shares in the relevant holding.
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- To appoint more than one proxy, additional proxy forms may be obtained by contacting the Company's Registrar on 0371 664 0321 or you may photocopy this form. The number of shares in respect of which each such proxy is to vote must be specified on the relevant form.
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- To appoint more than one proxy, additional proxy forms may be obtained by contacting the Company's Registrar on 0871 664 0321 if calling from within the United Kingdom or +44 (0)20 8639 3399, if calling from outside the United Kingdom or you may photocopy this form. The number of shares in respect of which each such proxy is to vote must be specified on the relevant form. 6. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated and the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority will be determined by the order in which the names stand in the Register of Members in respect of the shares.
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- In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated and the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority will be determined by the order in which the names stand in the register of members in respect of the shares. 7. Returning the Form of Proxy will not legally prevent you from attending the meeting and voting in person. However, given the current restrictions in place as a result of COVID-19, holders will not be able to attend the meeting and the Company therefore requests all holders to vote by proxy as soon as possible.
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- Returning the form of proxy will not prevent you from attending the meeting and voting in person. 8. (a) CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting 8. (a) CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those 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.
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- 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. (b) In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland'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 issuer's agent (ID 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 (b) In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland'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 issuer's agent (ID RA 10) 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.
- by enquiry to CREST in the manner prescribed by CREST. (c) 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 2001. (c) 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 2001.
- (d) CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland 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 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 shall 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 providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. (d) CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland 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 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 shall 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 providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
Business Reply Licence Number RLUB-TBUX-EGUC Business Reply Plus Licence Number RLUB-TBUX-EGUC Business Reply Service Licence Number RLUB-TBUX-EGUC
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PXS 1 34 BECKENHAM ROAD BECKENHAM BR3 4ZF
BRM0013_Braemar_Proxy_Form_16_DR00.indd 2 23/05/2016 10:54
