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Haleon PLC

Proxy Solicitation & Information Statement Mar 20, 2023

5111_agm-r_2023-03-20_1848f1c6-f868-486f-aefe-9192db89b9a3.pdf

Proxy Solicitation & Information Statement

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Haleon plc Annual General Meeting 2023 (AGM) Thursday 20 April 2023 at 3.00 p.m.

A fully digitally-enabled meeting, broadcast from and held at The Hilton London Tower Bridge, 5 More London Place, Tooley Street, London, SE1 2BY.

Join the meeting online: www.lumiagm.com/104-052-614

You will then be prompted to enter your Shareholder Reference Number (SRN) and PIN. Please note that your PIN is the first two and last two digits of your SRN (printed above).

Important information

Shareholder views are important to us and all shareholders are encouraged to exercise their votes by submitting their proxy forms electronically via the Sharevote website (www.sharevote.co.uk), or by post, or by accessing the Lumi electronic meeting platform on the day of the AGM.

For full details on how to participate in our 2023 AGM, including how to submit questions in advance and on the day of the AGM, please refer to our Notice of AGM available on our website at www.haleon.com. The Board encourages shareholders to make use of the Lumi meeting platform to participate in the AGM (details of how to access this are set out above).

Shareholders are advised not to travel to the venue on the day, as the meeting will be fully digitally-enabled. Board members will not be available for interaction with shareholders in person, as they will be taking part in the meeting broadcast under studio conditions. Any shareholders travelling to the venue will be advised to join the meeting electronically, and will be provided with assistance to do so, if needed.

Before completing the proxy form, please refer to the Notice of AGM to read the full text of the resolutions, explanatory notes and relevant instructions which is available at www.haleon.com.

If you wish to use an envelope to return the proxy form below, the freepost address is: FREEPOST RTHJ-CLLL-KBKU, Equiniti, Aspect House,

You can appoint your proxy online at www.sharevote.co.uk, or by completing the below form and sending it back to Equiniti.

Spencer Road, Lancing, BN99 8LU.

To be valid, all proxy appointments must be received by our Registrar, Equiniti, no later than 3.00 p.m. on Tuesday 18 April 2023.

Haleon plc Proxy Form for the Annual General Meeting Thursday 20 April 2023

Voting ID Task ID Shareholder
Reference
Number
Name Appointment of Proxy: I/We, the undersigned, being a member of Haleon plc (Haleon), hereby appoint the Chair of the meeting or
No. of
of Proxy Shares 8355-0005
in the Notice of Meeting, I/we desire my/our proxy to vote as indicated below. as my/our proxy, to vote on my/our behalf at the Annual General Meeting of Haleon plc to be broadcast from and held at The Hilton London Tower Bridge, 5 More
London Place, Tooley Street, London, SE1 2BY, on Thursday 20 April 2023 at 3.00 p.m. and at any adjournment(s) thereof. In respect of the resolutions set out in full
Please indicate your vote by marking the boxes below in black ink like this: x
Resolution For Against Withheld Resolution For Against Withheld
1. To receive the Annual Report and Accounts
2. To approve the Directors' Remuneration Report
3. To approve the Directors' Remuneration Policy
4. To declare a final dividend
5. To re-appoint Sir Dave Lewis
6. To re-appoint Brian McNamara
7. To re-appoint Tobias Hestler
8. To re-appoint Vindi Banga
9. To re-appoint Marie-Anne Aymerich
10. To re-appoint Tracy Clarke
11. To re-appoint Dame Vivienne Cox
12. To re-appoint Asmita Dubey
13. To re-appoint Deirdre Mahlan
14. To re-appoint David Denton
15. To re-appoint Bryan Supran
16. To appoint KPMG LLP as auditor of the Company
17. To authorise the Audit & Risk Committee to set the auditor's remuneration
18. To authorise the Company to make political donations
19. To authorise the Directors to allot Ordinary Shares
20. General authority to disapply pre-emption rights†
21. Additional authority to disapply pre-emption rights†
22. To shorten the notice period for General Meetings†
23. To approve the Performance Share Plan 2023
24. To approve the Share Value Plan 2023
25. To approve the Deferred Annual Bonus Plan 2023
26. To authorise the Company to purchase its own shares†
27. Authority to make off-market purchases of own shares from Pfizer†
28. Authority to make off-market purchases of own shares from GSK†
29. Approval of waiver of Rule 9 Offer obligation
Signed Dated

† Special Resolution.

Please tick here if the appointment of proxy is one of multiple appointments (see Explanatory notes overleaf):

Explanatory notes

    1. A shareholder of the Company is entitled to appoint one or more proxies to attend the AGM, and to speak and vote on their behalf, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. A proxy need not be a member of the Company. If you appoint a proxy without indicating how the proxy should vote on a particular matter, the proxy may exercise their discretion as to whether, and if so how, they vote on that matter.
    1. The appointment of a proxy online, return of a completed proxy form, other instrument or any CREST proxy instruction will not prevent a member from participating in the AGM electronically and submitting a vote online at the AGM if they wish to do so.
    1. The "Vote withheld" option is provided to enable a member to withhold their vote on any particular Resolution. 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 votes "For" or "Against" a Resolution.
    1. All advance proxy votes, regardless of how they are cast must be returned by 3.00pm on Tuesday 18 April 2023. If you return paper and electronic instructions, those received last by our Registrar, Equiniti, before 3.00 p.m. on 18 April 2023 will take precedence.
    1. In the case of a corporate shareholder, this form must be executed under its common seal or signed by a director, duly authorised officer, representative or attorney. Their capacity must be stated on the form.

Manage your shareholding online

Please support us to reduce our environmental impact and save paper by electing to receive electronic communications. You can do so by signing up to Shareview, a free secure portfolio service provided by our Registrar, Equiniti, at www.shareview.co.uk or by scanning the QR code below. Through Shareview, you can also appoint a proxy and make use of a number of other services that will support you in managing your Haleon shareholding.

Please tear along the dotted line

Business Reply Plus Licence Number RTAK-YBSR-RLCL

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Equiniti Aspect House Spencer Road LANCING BN99 8FN

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