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Tritax Big Box REIT PLC

Proxy Solicitation & Information Statement Mar 31, 2022

4906_agm-r_2022-03-31_30b69b88-b567-42f2-b18e-2d15264a9a4f.pdf

Proxy Solicitation & Information Statement

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Attendance Card

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

The Chairman of Tritax Big Box REIT plc invites you to attend the Annual General Meeting of the Company to be held at Taylor Wessing LLP, 5 New Street Square, London, EC4A 3TW on 4 May 2022 at 10.00 am.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 4 May 2022

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 29 April 2022 at 10.00 am.

Explanatory Notes:

  • 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. Shareholders are strongly encouraged to appoint the Chair of the Meeting as their proxy to ensure that their vote(s) will be counted. If you wish to appoint a person other than the Chair of the Meeting, please insert the name of your chosen proxy holder in the space provided (see reverse of form). 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 (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
  • 2. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
  • 3. Pursuant to Regulation 41 of the Uncertificated 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 the day which is two days before the day of the meeting. 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.

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. 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.
  • 5. If you are an institutional investor you may be able to appoint a proxy electronically via the Proximity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proximity, please go to www.proximity.io. Your proxy must be lodged by 10.00 am on 29 April 2022 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proximity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
  • 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Company's registrar's helpline on 0370 702 0147 between 8.30 am and 5.30 pm, Monday to Friday (excluding bank holidays) to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
  • 7. Shareholders may submit questions to the Board concerning the resolutions in advance of the Annual General Meeting by emailing the Company Secretary at [email protected] by 5.30 pm on 3 May 2022. Questions will be answered ahead of the Annual General Meeting remotely.
  • 8. Any alterations made to this form should be initialled
  • 9. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
All Named Holders

Poll Card To be completed only at the AGM if a Poll is called.

Ordinary Resolutions For Against Vote
Withheld
1. To receive and adopt the financial statements for the financial year ended 31 December 2021.
2. To receive, adopt and approve the Directors' Remuneration Report (other than the Directors' Remuneration Policy).
3. To re-elect Aubrey Adams as a Director of the Company.
4. To re-elect Richard Laing as a Director of the Company.
5. To re-elect Alastair Hughes as a Director of the Company.
6. To re-elect Karen Whitworth as a Director of the Company.
7. To elect Wu Gang as a Director of the Company.
8. To elect Elizabeth Brown as a Director of the Company.
9. To re-appoint BDO LLP as Auditor of the Company.
10. To authorise the Directors to determine the Auditor's remuneration.
11. To authorise the Directors to declare and pay all dividends of the Company as interim dividends.
12. To approve the principal amendments to the Investment Management Agreement between the Company and Tritax
Management LLP.
13. To authorise the Directors to allot shares under section 551 of the Companies Act 2006.
Special Resolutions
14. To authorise the Directors to allot shares as if section 561(1) of the Companies Act 2006 did not apply.
15. 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.
16. To authorise the Company to make market purchases of its own shares.
17. That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.

Signature

In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.

Form of Proxy

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

I/We hereby appoint the Chair 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 Tritax Big Box REIT plc to be held at Taylor Wessing LLP, 5 New Street Square, London, EC4A 3TW on 4 May 2022 at 10.00 am, 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. Vote Please use a black pen. Mark with an X
inside the box as shown in this example.
Vote
Ordinary Resolutions For Against Withheld For Against Withheld
1. To receive and adopt the financial statements for the financial year
ended 31 December 2021.
10. To authorise the Directors to determine the Auditor's 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 re-elect Aubrey Adams as a Director of the Company. 12. To approve the principal amendments to the Investment
Management Agreement between the Company and Tritax
Management LLP.
4. To re-elect Richard Laing as a Director of the Company. 13. To authorise the Directors to allot shares under section 551 of the
Companies Act 2006.
5. To re-elect Alastair Hughes as a Director of the Company. 14. Special Resolutions
To authorise the Directors to allot shares as if section 561(1) of the
Companies Act 2006 did not apply.
6. To re-elect Karen Whitworth as a Director of the Company. 15. 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.
7. To elect Wu Gang as a Director of the Company. 16. To authorise the Company to make market purchases of its own
shares.
8. To elect Elizabeth Brown as a Director of the Company. 17. That a general meeting other than an Annual General Meeting
may be called on not less than 14 clear days' notice.
9. To re-appoint BDO LLP as Auditor of the Company.

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

H 1 0 3 8 0 4 T B B

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