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The Global Smaller Companies Trust PLC

Proxy Solicitation & Information Statement Jun 23, 2021

5208_agm-r_2021-06-23_f8ef9019-e27d-418b-9229-e1cc23afb2ea.pdf

Proxy Solicitation & Information Statement

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Annual General Meeting 2021

The Annual General Meeting of the Company will be held at Exchange House, Primrose Street, London, EC2A 2NY on Thursday 12 August 2021 at 2.00 p.m.

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 12 August 2021

Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by Tuesday 10 August 2021 at 2.00 p.m.

28 June 2021

Dear Shareholder

The 2021 Report and Accounts, including the Notice of Meeting, has now been published. You will fi nd it enclosed or a notifi cation which explains where you can view the full information online.

Under normal circumstances the Directors enjoy meeting and talking to as many shareholders as possible in person at the AGM. However, the AGM is due to take place very soon after Government restrictions are due to be lifted. Therefore, to provide certainty over arrangements and to enable shareholders to engage with the Lead Manager and with the Board, an interactive online shareholder meeting will be held on Thursday 29 July 2021 at 2.00 p.m. There will be a presentation by the Lead Manager, which will be followed by a question and answer session with him and the Board. This will allow shareholders time to cast their votes at the AGM on 12 August after having had the opportunity to see the Lead Manager's presentation and to ask questions of the Board. Online access can be obtained by sending an email to [email protected]. To help the online event run smoothly, we request that questions are sent in advance to this email address.

The formal business of the AGM will take place two weeks later, on 12 August 2021, with only two shareholders present in person, suffi cient to form a quorum to enable the meeting to proceed and business to be conducted. Voting will be conducted by way of a poll. It is strongly recommended that shareholders do not attend but lodge their votes by appointing the chairman of the meeting to act as their proxy. We therefore urge you to complete this form of proxy, or use the internet, to lodge your votes no later than 2.00 p.m. on Tuesday 10 August 2021.

Yours faithfully

BMO Investment Business Limited Company Secretary

Kindly Note: This form is issued only to the addressee(s) and is specific to the All Named Holders 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.

All Named Holders

MR A SAMPLE ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4

Explanatory Notes:

  • 1. Every holder has the right to appoint another person or persons of their choice, who need not be a shareholder, as their proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. This year, shareholders are strongly encouraged not to attend the AGM on health and safety grounds and to appoint the chairman of the meeting to act as their proxy. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name 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(s)).
  • 2. To appoint more than one proxy, (an) additional Proxy Form(s) may be obtained by contacting the Registrar's helpline on 0370 889 4088 or you may photocopy this form. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided 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. Pursuant to regulation 41 of the Uncertifi cated Securities Regulations 2001, 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 close of business on Tuesday 10 August 2021. 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. To appoint one or more proxies 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 48 hours before the time appointed for holding the meeting. 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 Uncertfi cated Securities Regulations 2001.
  • 6. The address overleaf is how it appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 889 4088 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
  • 7. Any alterations made to this form should be initialled.
  • 8. Subject to the Government's current restrictions on travel and social distancing, completion of this form of proxy will not prevent a shareholder from attending the AGM and voting in person should they so wish. However in view of the current restrictions the meeting will be restricted to the formal business of the AGM. Shareholders are discouraged from attending the meeting and are strongly encouraged to make use of this proxy form and provide voting instructions in advance of the AGM.

Kindly note: This form is issued only to the addressee(s) and is specifi c 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.

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

C1234567890

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box 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 BMO Global Smaller Companies PLC to be held at Exchange House, Primrose Street, London, EC2A 2NY on Thursday 12 August 2021 at 2.00 p.m. and at any adjourned meeting.

*

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
Please mark here to indicate that this proxy appointment is one of multiple appointments being made.
X
Please use a black pen. Mark with an X
inside the box as shown in this example.
Ordinary Resolutions
1. Adoption of report and accounts.
For Vote
Against Withheld
9. Re-election of David Stileman. For Against Withheld Vote
2. Approval of Directors' Remuneration Policy. 10. Reappointment of BDO LLP as auditors.
3. To approve the Directors' Annual
Remuneration Report.
11. Authority to determine the auditors'
remuneration.
4. Declaration of a fi nal dividend. 12. Authority to allot securities.
5. Re-election of Nick Bannerman. Special Resolutions
13. Disapplication of pre-emption rights.
6. Re-election of Graham Oldroyd. 14. Authority to buy back shares.
7. Re-election of Anja Balfour. 15. Notice period for meetings.
8. Re-election of Josephine Dixon.

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

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 offi cer duly authorised, stating their capacity (e.g. director, secretary).

00000XXX/000000/000000

12QEMD D02

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