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REACH PLC

Proxy Solicitation & Information Statement Mar 26, 2021

4619_agm-r_2021-03-26_6209ab75-30df-4356-9e18-63cec4050183.pdf

Proxy Solicitation & Information Statement

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Explanatory Notes Admission Card

  • 1 The arrangements for attendance and voting at this year's meeting and for asking questions on the business of the meeting are explained in the Chair's letter. Any changes to the arrangements will be communicated to shareholders, as soon as possible, before the meeting on our website at www.reachplc.com and where appropriate, via a Regulatory Information Service. As explained in the Chair's letter, currently shareholders or their proxies must not attend the meeting in person.
  • 2 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 exercise all or any of his/her rights to attend and to speak and vote on his/her behalf.
  • 3 You can appoint the Chair of the meeting or anyone else to be your proxy at the AGM. You can also, if you wish, appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you. In view of the attendance arrangements for this year's AGM, shareholders must submit their proxy in advance of the AGM by appointing the Chair of the meeting as proxy, with voting instructions to ensure their vote is counted.
    • To appoint more than one proxy, you should photocopy the Form of Proxy. Please indicate, in the box below the proxy holder's name, the number of shares in relation to which you authorise them to act as your proxy. Please also indicate by marking the box on the Form of Proxy if the proxy instruction is one of multiple instructions being given. All Forms of Proxy must be signed and should be returned to the Company's registrar, Equiniti, by 10:30 a.m. on Tuesday, 4 May 2021.
  • To appoint the Chair of the meeting as your sole proxy in respect of all of your shares, fill in any voting instructions and sign and date the Form of Proxy, but leave all other proxy appointment details blank.
  • To appoint a single proxy in respect of all your shares other than the Chair of the meeting, cross out only the words 'the Chair of the meeting' and insert the name and address of your proxy (who need not be a member of the Company). Due to the change in arrangements for attendance at the AGM, shareholders and their proxies must not attend the AGM in person.

Then complete the rest of the Form of Proxy, but leave all other proxy appointment details blank.

  • 4 The Form of Proxy gives your proxy or proxies full rights to attend, speak and vote. If you wish to restrict the rights of your proxies, please cross out either or both of the words 'speak' or 'vote' as you feel appropriate where indicated by an asterisk. Due to the change in arrangements for attendance at the AGM, shareholders and their proxies must not attend the AGM in person.
  • 5 If the Form of Proxy is signed by someone else on your behalf, their authority to sign must be returned with the Form of Proxy. In the case of a joint holding, any holder may sign. If the shareholder is a corporation, the form must be executed under its common seal or signed by an officer, attorney or other person duly authorised by the corporation.
  • 6 To be entitled to vote at the meeting (and for the purpose of determining the number of votes you may cast) you must be entered on the Company's register of members at 6.30 p.m. on 4 May 2021 or, if the meeting is adjourned, you must be entered on the register at 6.30 p.m. two days prior to the date of any adjourned meeting.
  • 7 Full details of the resolutions to be proposed at the AGM, with explanatory notes, are set out in the enclosed Notice of AGM.
  • 8 Please indicate with an 'X' in the boxes provided how you wish your vote to be cast. Unless otherwise instructed, the person appointed as proxy will exercise his/her discretion as to how he/she votes or whether he/ she abstains from voting on any particular resolution and on any other business (including amendments to resolutions and any procedural business), which may come before the meeting.
  • 9 If you appoint multiple proxies and wish to give them separate instructions to vote or abstain from voting, please indicate how you wish each proxy to vote or abstain from voting by writing in each appropriate box the name of the proxy and the number of shares to be voted or withheld from voting by him or her.
  • 10 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.
  • 11 Any alterations to this Form of Proxy should be initialled.
  • 12 If you complete and return the Form of Proxy this will not prevent you from attending in person and voting at the meeting should you subsequently decide to do so. Due to the change in arrangements for attendance at the AGM, shareholders and their proxies must not attend the AGM in person.
  • 13 A corporation must seal the Form of Proxy or have it signed by an officer or attorney in person, and voting at the meeting be carried out by an officer or attorney in person should you subsequently decide to do so.
  • 14 In the case of joint holders, only one need sign this Form of Proxy, but 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 shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
  • 15 Alternatively you can scan, or take a photo of the signed and completed proxy and return it to [email protected]. If you return the form in a different envelope please use the following address: Equiniti, Aspect House, Spencer Road, Lancing, BN99 6DA.
  • 16 Electronic Proxy Appointment ('EPA') is available for this meeting. To use this facility you must visit www.sharevote.co.uk where details of the procedure are shown. The Voting ID, Task ID and shareholder reference number shown overleaf will be required to complete the procedure. The EPA will not be valid if received after 10.30 a.m. on Tuesday, 4 May 2021 and will not be accepted if found to contain a computer virus.
  • 17 The CREST electronic proxy appointment service is available for this meeting. To use this service CREST members should transmit a CREST proxy instruction, using the procedures described in the CREST manual, so as to reach the Company's registrar, Equiniti, CREST participant ID RA19 by no later than 10.30 a.m. on 4 May 2021.

Please detach and retain this section. Do not post with Proxy Form

2021 Annual General Meeting ('AGM') of Reach plc to be held on Thursday, 6 May 2021 at 10.30 a.m.

Given the uncertainty around whether shareholders will be able to attend the Annual General Meeting, we recommend that all shareholders complete and return their Form of Proxy appointing the Chair of the meeting, as their proxy with voting instructions. This will ensure that your vote will be counted even if attendance at the meeting is restricted or you are unable to attend in person.

If you wish to attend the meeting

At present, under the government's current restrictions, it is not anticipated indoor gatherings of any kind will be permitted before 17 May 2021. It is proposed the AGM will be held with the minimum attendance to form a quorum. Shareholders and proxies, will not be permitted to attend the AGM in person but can be represented by appointing the Chair of the meeting as their proxy, with voting instructions. Shareholders will be able to listen to the proceedings of the AGM via webcast, please see details on our website. Any adjustments or updates to the arrangements of the AGM will be announced on the Company's website at www.reachplc.com and via a Regulatory Information Service.

If you are unable to attend the meeting

Given the current restrictions, we strongly encourage shareholders to vote in advance of the AGM, either online or by completing and returning their Form of Proxy.

You may appoint a proxy: by post (please detach the Proxy Form, fill it in, sign it, and send it to Equiniti in the reply paid envelope provided); send the Proxy Form via email to the [email protected] email address; lodge your vote electronically at www.sharevote. co.uk; or, CREST participants may lodge proxy appointments via CREST. Further information on appointing a proxy is provided overleaf in the Explanatory Notes. Please note the deadline for receiving proxy appointments is 10:30 a.m. on Tuesday, 4 May 2021.

Shareholders are invited to submit any question via email to [email protected] or in writing to AGM Questions, c/o Company Secretary, Reach plc, One Canada Square, Canary Wharf, London, E14 5AP by 10.30 a.m. on Friday 23 April 2021. Answers of which will be posted on the Company's website, www.reachplc.com as a written Q&A, grouped into themes relevant to the business of the meeting as soon as practicable, and no later than Wednesday 28 April 2021. We will however endeavour to respond to individual questions received after 23 April 2021 but before the proxy deadline on 10.30 a.m. on 4 May 2021 and they will be posted to the Company's website www.reachplc.com after the meeting.

Reach plc Reach plc

Notice of Availability

2020 Annual Report and Accounts and Notice of 2021 Annual General Meeting. At present, under the government's current restrictions, it is not anticipated indoor gatherings of any kind will be permitted before at least 17 May 2021. We are therefore proposing to hold the Annual General Meeting at Stoke Mill, Woking Road, Guildford, GU1 1QA with the minimum attendance required to form a quorum.

Shareholders will not be permitted to attend the Annual General Meeting in person but can be represented by the Chair of the meeting acting as their proxy, with voting instructions. Shareholders will be able to listen to the proceedings of the Annual General Meeting via webcast, by using a link, details of which will be posted on our website at www.reachplc.com

Any adjustments or updates to the arrangements of the Annual General Meeting will be announced on the Company's website at www.reachplc.com and via a Regulatory Information Service.

Important – please read carefully

The 2020 Report and Accounts and Notice of 2021 Annual General Meeting of Reach plc are now available on the Company's website:

www.reachplc.com

Reach plc

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Proxy Form

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Please tear along dotted line

2021 Annual General Meeting of Reach plc to be held on Thursday, 6 May 2021 at 10.30 a.m. 0625-055-S

Voting ID Task ID Shareholder reference number
I/WE HEREBY APPOINT the Chair of the meeting
OR the following person in respect of all my shares:
Number of shares the proxy is appointed over:

to be my/our proxy to exercise all or any of my/our rights to attend, speak and vote on my/our behalf at the Annual General Meeting of Reach plc to be held at 10.30 a.m. on Thursday, 6 May 2021 and at any adjournment thereof. I appoint my/our proxy to attend, speak* and vote* in the manner indicated below (see Note 4 overleaf).

Please indicate here with an 'X' if this proxy form is one of multiple instructions being given; please refer to Note 3 overleaf.

For Against Vote
Withheld
For Against Vote
Withheld
1 Receive the audited Report
and Accounts for the 52 weeks
ended 27 December 2020
13 Re-Appoint
PricewaterhouseCoopers LLP
as auditor
together with the reports of the
directors' and auditor's
14 Authorise the Audit & Risk
Committee acting on behalf of
2 Approve the Directors'
Remuneration Policy
the directors to determine
remuneration of the auditor
3 Approve the Directors'
Remuneration Report
15 Authority to allot shares
4 Declare a final dividend of
4.26 pence per ordinary share
16 Disapplication of pre-emption
rights
5 To re-elect Mr Nick Prettejohn
as a director
17 Further disapplication of pre
emption rights†
6 To re-elect Mr Jim Mullen
as a director
18 Authority for the Company to
purchase own shares
7 To re-elect Mr Simon Fuller
as a director
19 Authority under Part 14 of the
Companies Act 2006 to make
8 To re-elect Ms Anne Bulford
as a director
political donations
20 Notice period for general meetings
9 To re-elect Mr Steve Hatch
as a director

other than annual general meetings
21 Approve the Reach SAYE Scheme
10 To re-elect Dr David Kelly as
a director
22 Approve the Reach Long term
11 To re-elect Ms Helen
Stevenson as a director
Incentive Plan
† Special resolution
12 To re-elect Ms Olivia Streatfeild
as a director
Please mark this box
if signing on behalf of the shareholder as Power of Attorney, Receiver, or Third Party. 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.
This card should not be used for any comments, change of address or other queries. Please send separate instruction.
Date Signed

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