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International Public Partnerships Limited

Proxy Solicitation & Information Statement Apr 11, 2022

6275_agm-r_2022-04-11_f38fbefc-35eb-4be9-850b-93e2357fe973.pdf

Proxy Solicitation & Information Statement

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ATTENDANCE CARD

INTERNATIONAL PUBLIC PARTNERSHIPS LIMITED (THE "COMPANY")

You may submit your proxy electronically using the Link Share Portal Service at www.signalshares.com If not already registered for the Link Share Portal Service, you will need your Investor Code.

Extraordinary General Meeting of International Public Partnerships Limited to be held at Trafalgar Court, Admiral Park, Les Banques, Guernsey, GY1 4LY at 9.30 a.m. on 28 April 2022.

Signature of person attending

Form of Proxy
INTERNATIONAL PUBLIC PARTNERSHIPS LIMITED
(THE "COMPANY")

I/We hereby appoint the Chair of the meeting or

to be my/our proxy to attend and, on a poll, vote on my/our behalf at the Extraordinary General Meeting of International Public Partnerships Limited to be held at 9.30 a.m. on 28 April 2022 and at any adjournment thereof (the "Meeting").

Please mark this box to indicate that this proxy appointment is one of multiple appointments being made (see note 4)

SPECIAL RESOLUTION

Please indicate with an "X" in the box how you wish your vote to be cast

THAT the Board be and are generally empowered in accordance with Article 39.4 of the Articles to allot up to 455,000,000 Ordinary Shares for cash, as if the preemption provisions contained in Article 39.1 of the Articles did not apply to any such allotment, provided that:

  • (a) this power shall (unless previously revoked, varied or renewed by the Company) expire on 7 April 2023, save that the Company may make prior to such expiry any offer or agreement which would or might require Ordinary Shares to be allotted after expiry of such period and the Board may allot Ordinary Shares pursuant to such an offer or agreement notwithstanding the expiry of the authority given by this resolution; and
  • (b) this power shall be limited to the allotment of ordinary shares of 0.01 pence each ("Ordinary Shares") in the Company's capital in connection with the Placing, Open Offer, Offer for Subscription, Intermediaries Offer and Issuance Programme (as such terms are defined in the prospectus issued by the Company on 8 April 2022, a copy of which shall be produced to the meeting and initialled by the Chair for the purposes of identification),

but this power shall be without prejudice to any other power granted to the Board in accordance with the Articles from time to time.

Signature Date

You may submit your proxy electronically using the Link Share Portal Service at www.signalshares.com

Barcode:

Investor code:

Barcode:

Investor code:

Event code: B182E24427

Name of proxy Number of shares

for which proxy is appointed (see note 5 and leave this box blank if you want to vote ALL your shares at the EGM with this proxy):

For

Against

X X X

Vote Withheld

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, speak and, on a poll, vote on his/her behalf.
    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. 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. 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 treat as valid in respect of that share.
    1. If you wish your proxy to cast all of your votes for or against the 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 resolution 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.
    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" the resolution.

PXS 1

LEEDS LS1 4DL

Central Square

29 Wellington Street

    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. 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 applies in relation to amended appointments.
    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 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 executed or a copy of such authority certified notarially or in some other way approved by the Board of Directors) must reach the Company's Registrar by no later than 9.30 a.m. on 26 April 2022. Lodgment of a Form of Proxy does not prevent a member from attending the Meeting in person. Please return this Form of Proxy to the following address:

Link Group 10th Floor Central Square 29 Wellington Street Leeds LS1 4DL

    1. Alternatively, Shareholders may submit proxies electronically not later than 9.30 a.m. on 26 April 2022 using the using the Link Share Portal Service at www.signalshares.com.
    1. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual. Business Reply Plus

Business Reply Plus Licence Number RUCA–ESGL–RSXY

Licence Number RUCA–ESGL–RSXY

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PXS 1 Link Group Central Square 29 Wellington Street LEEDS LS1 4DL Link Group

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