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DIGNITY PLC

Proxy Solicitation & Information Statement Apr 29, 2022

4831_rns_2022-04-29_679d332a-f54b-4d22-a2b3-77f779b436f1.pdf

Proxy Solicitation & Information Statement

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FORM OF PROXY 2022

The 2022 Annual General Meeting of Dignity plc is to be held at DLA Piper UK LLP, Two Chamberlain Square, Paradise, Birmingham, West Midlands B3 3AX on Thursday 9 June 2022 at 11.00 a.m.

Voting ID

Voting ID Task ID Shareholder reference Number

You can submit your proxy electronically at www.sharevote.co.uk using the above numbers

I/We being (a) member(s) of the above-named Company, hereby appoint the Chairman of the meeting or

Name of proxy Number of shares in relation to which the proxy is authorised to act

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the Annual General Meeting of the Company to be held at 11:00 a.m. on Thursday 9 June 2022 and at any adjournment of the meeting.

I/we request my/our proxy to vote in the manner indicated (please indicate how you wish for votes to be cast by inserting an X in the appropriate boxes) below:

ORDINARY RESOLUTIONS withheld
Against
Vote
For
SPECIAL RESOLUTIONS withheld
Against
Vote
For
1. To receive the report and accounts for the
53 week period ended 31 December 2021.
13. To dis-apply the pre-emption rights
contained in section 561(1) of the
Companies Act 2006.
2. To approve the Directors' Remuneration Report
for the 53 week period ended 31 December 2021.
14. To dis-apply pre-emption rights in
connection with an acquisition or other
3. To approve the Directors' Remuneration Policy.
4. To re-elect Gary Channon as a Director.
capital investment.
15. To authorise the Company to make market
5. To re-elect Dean Moore as a Director.
6. To elect Kate Davidson as a Director.
purchases of 5,003,692Ordinary Shares
pursuant to section 701 of the Companies
Act 2006.
7. To elect Graham Ferguson as a Director. 16. To authorise the Company to hold general
meetings (other than AGMs) on 14 clear
days' notice.
8. To elect Kartina Tahir Thomson as a Director.
9. To elect John Castagno as a Director.
10. To re-appoint Ernst & Young LLP as auditors.
11. To authorise the Directors to fix the auditors'
remuneration.
12. To grant the Directors authority to allot
relevant securities.
Signature Date

General Meeting atYou can now access the 2021 Annual Report and Accounts and Notice of AnnualNotice of Availability – IMPORTANT please read carefully www.dignityplc.co.uk. You can submit your proxy online at

www.sharevote.co.uk

Notes:Notes for the completion of the Form of Proxy

1.

  • of the Company.proxies to attend and vote instead of him/her. A proxy need not be a member A member entitled to attend and vote at the meeting may appoint one or more
    1. or be executed under its common seal and/or the hand of a duly authorised officer on Tuesday 7 June 2022. In the case of a corporation, the Proxy Form should Lancing, West Sussex, BN99 6DA as soon as possible and no later than 11:00 a.m. at the offices of the Company's Registrars, Equiniti, Aspect House, Spencer Road, certified copy of such power or authority (whether delivered personally or by post),together with any power of attorney or authority under which it is signed or a To be valid your signed and dated Form of Proxy must be completed and deposited person.
    1. "against" a resolution but will be counted to establish if a quorum is present. and will not be counted in the calculation of the proportion of votes "for" and resolution. However, it should be noted that a "vote withheld" is not a vote in law The "Withheld" box is provided to enable you to abstain on any particular
    1. 6:30 p.m Only those members registered in the register of members of the Company at . on Tuesday 7 June 2022 shall be entitled to vote at the meeting in at the meeting. shall be disregarded in determining the rights of any person to attend or vote to the entries on the register of members after 6:30 p.m. on Tuesday 7 June 2022 respect of the number of shares registered in their name at that time. Changes
    1. the names stand on the register of members of the Company in respect of the joint holders. For this purpose, seniority shall be determined by the order in which in person or by proxy, shall be accepted to the exclusion of the votes of the other will be accepted and the vote of the senior holder who tenders a vote, whether In the case of joint registered holders, the signature of one holder on a proxy card
  • relevant joint holding.
    1. the meeting and voting in person. Return of this Form of Proxy will not prevent a registered member from attending
    1. If you fail to select any of the given options your proxy can vote how he or she resolutions and any procedural business. business which may come before the meeting, including amendments to chooses or can decide not to vote at all. Your proxy can also do this on any other

in connection with the AGM. AGM which includes information on your rights and the procedures to follow Please refer back to the AGM Notice for all applicable notes in relation to the

show as evidence of your right to be admitted to the AGM. If you plan to attend the AGM in person, please bring this card with you to

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Freepost RTHJ-CLLL-KBKU Aspect House Spencer Road Equiniti

BN99 8LU LANCING

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