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Chemring Group PLC

Proxy Solicitation & Information Statement Jan 15, 2024

5264_agm-r_2024-01-15_d8451efd-b993-49b5-8ff4-a4af0d44910f.pdf

Proxy Solicitation & Information Statement

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The Chairman of Chemring Group PLC invites you to attend the Annual General Meeting of the Company at the offices of Investec Bank, 30 Gresham Street, London EC2V 7QP on 23 February 2024 at 11.00 am.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 23 February 2024

Register at www.investorcentre.co.uk - 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 21 February 2024 at 11.00 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 their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). 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 their discretion as to whether, and if so how, they vote (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise their discretion as to whether, and if so how, they vote).
    1. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 889 3289 or you may photocopy this form. Please indicate 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. Please also indicate by marking 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.
    1. 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.

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.

    1. 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 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
    1. 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.
    1. I The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 889 3289 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
  • Any alterations made to this form should be initialled. 7.
  • The completion and return of this form will not preclude a member from attending the 8. meeting and voting in person.

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).

INVe hereby appoint the Chairman of the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voling
entitlement" on my/our behaff at the Anual General Medical the offices of Invested Bank, 30 Gresham Street, London EC2V 7QP
on 23 February 2024 at 11.00 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.
Ordinary Resolutions For Against Withheld For Against Withheld
To receive and adopt the Company's annual accounts for the year ended 31 October
2023, together with the directors' report, the strategic report and the auditor's report on
those accounts.
11. To elect Mr James Mortensen as a director.
2. To receive and approve the directors' remuneration report (other than the part
containing the directors' remuneration policy) contained within the Company's annual
report and accounts for the year ended 31 October 2023.
12. To re-elect Mr Michael Ord as a director.
To approve the payment of a final dividend of 4.6p per ordinary share for the year
ended 31 October 2023
13. To re-appoint KPMG LLP as the Company's auditor, to hold office from the conclusion
of the Annual General Meeting on 23 February 2024 until the conclusion of the next
meeting at which accounts are laid before the Company.
To re-elect Mr Carl-Peter Forster as a director. 14. To authorise the directors to agree KPMG LLP's remuneration as the auditor of the
Company
5 To elect Miss Alpna Amar as a director. 15. To provide limited authority to make political donations and to incur political
expenditure.
To re-elect Mrs Laurie Bowen as a director. 16. To authorise the directors to allot relevant securities under section 551 of the
Companies Act 2006.
To re-elect Mr Andrew Davies as a director. 17. Special Resolutions
To authorise the directors to allot shares for cash without making a pre-emptive offer to
shareholders (subject to the passing of resolution 16).
To re-elect Mrs Sarah Ellard as a director. 18. To authorise the directors to allot additional shares for cash without making a pre-
emptive offer to shareholders for the purposes of financing a transaction (subject to the
passing of resolution 16).
9 To re-elect Mr Stephen King as a director. 19. To authorise the Company to make market purchases of its ordinary shares under
section 701 of the Companies Act 2006.
To re-elect Mrs Fiona MacAulay as a director. 20. To authorise the Company to hold general meetings on fourteen clear days' notice.

II We instruct nylour proxy as indicated on this form. Unless other any may vole as he or she sees fit or abstain in reating.

Signature

Date

DD MM YY

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 4 8

1 8

CMG

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