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REACH PLC

Pre-Annual General Meeting Information Mar 27, 2024

4619_agm-r_2024-03-27_046fa64d-78ab-4d8a-8bd1-7246d9c246ef.pdf

Pre-Annual General Meeting Information

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Reach plc Reach plc

2023 Annual Report and Accounts and Notice of 2024 Annual General Meeting

Proxy Form Notice of Availability

Important – please read carefully

The 2023 Annual Report and Accounts and Notice of 2024 Annual General Meeting of Reach plc are now available on the Company's website: www.reachplc.com

2024 Annual General Meeting of Reach plc to be held at Numis' Offices, 45 Gresham Street, London, EC2V 7BF on Thursday, 2 May 2024 at 11:00 a.m.

Shareholder Reference Number
------------------------------ -- --

I/WE HEREBY APPOINT the Chair of the meeting OR the following person in respect of all my shares:

Number of shares the proxy is appointed over:

to be my/our proxy to exercise all or any of my/our rights to attend, speak and vote on my/our behalf at the Annual General Meeting ('Meeting') of Reach plc to be held at 11:00 a.m. on Thursday, 2 May 2024 and at any adjournment thereof. I appoint my/our proxy to attend, speak* and vote* in the manner indicated below (see Note 4 overleaf).

Please indicate here with an 'X' if this proxy form is one of multiple instructions being given; please refer to Note 3 overleaf.

For Against Vote
Withheld
For Against Vote
Withheld
1. To receive the audited Report and
Accounts for the 53 weeks ended
12. To re-elect Mr Wais Shaifta as
a director
31 December 2023 together
with the reports of the directors'
and auditor
13. To re-elect Ms Olivia Streatfeild as
a director
2. To approve the Directors'
Remuneration Policy
14. To re-appoint
PricewaterhouseCoopers LLP
as auditor
3. To approve the Directors'
Remuneration Report
15. To authorise the Audit & Risk
Committee acting on behalf of the
4. To declare a final dividend of
4.46 pence per ordinary share
directors to determine remuneration
of the auditor
5. To re-elect Mr Nick Prettejohn as
a director
16. Amendment to the Reach Long
Term Incentive Plan
6. To re-elect Mr Jim Mullen as a 17. Authority to allot shares
director 18. Disapplication of pre-emption rights†
7. To re-elect Mr Darren Fisher as
a director
19. Further disapplication of pre
emption rights†
8. To re-elect Ms Anne Bulford, CBE,
as a director
20. Authority for the Company to
purchase own shares†
9. To re-elect Ms Priya Guha, MBE,
as a director
21. Authority under Part 14 of the
Companies Act 2006 to make
10. To re-elect Ms Denise Jagger as political donations
a director 22. Notice period for general meetings
11. To re-elect Mr Barry Panayi as other than annual general meetings†
a director
Special resolution

Please mark this box if signing on behalf of the shareholder as Power of Attorney, Receiver, or Third Party. 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. This card should not be used for any comments, change of address or other queries. Please send separate instruction.

Dato

Please tear along dotted line

Date Signed

Explanatory Notes Admission card

  • 1 The arrangements for attendance and voting at this year's Meeting and for asking questions on the business of the Meeting are explained in the Chairman's letter. Any changes to the arrangements will be communicated to shareholders, as soon as possible, before the Meeting on our website at www.reachplc.com and where appropriate, via a Regulatory Information Service. As explained in the Chairman's letter, we are providing a facility to allow shareholders to listen to the business of, but not participate in or ask questions at, the Meeting via a webcast by using this link https://edge.media-server.com/mmc/p/wbk8s2gi. Please check the Company's website www.reachplc.com in advance of the Meeting in case there are any changes to the arrangements for the Meeting.
  • 2 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 exercise all or any of his/her rights to attend and to speak and vote on his/her behalf.
  • 3 You can appoint the Chair of the Meeting or anyone else to be your proxy at the AGM. You can also, if you wish, appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you.
    • To appoint more than one proxy, you should photocopy the Form of Proxy. Please indicate, in the box below the proxy holder's name, the number of shares in relation to which you authorise them to act as your proxy. Please also indicate by marking the box on the Form of Proxy if the proxy instruction is one of multiple instructions being given. All Forms of Proxy must be signed and should be returned to the Company's registrar, Equiniti, by 11:00 a.m. on Tuesday, 30 April 2024.
    • To appoint the Chair of the Meeting as your sole proxy in respect of all of your shares, fill in any voting instructions and sign and date the Form of Proxy, but leave all other proxy appointment details blank.
    • To appoint a single proxy in respect of all your shares other than the Chair of the Meeting, cross out only the words 'the Chair of the meeting' and insert the name and address of your proxy (who need not be a member of the Company).

Then complete the rest of the Form of Proxy, but leave all other proxy appointment details blank.

  • 4 The Form of Proxy gives your proxy or proxies full rights to attend, speak and vote. If you wish to restrict the rights of your proxies, please cross out either or both of the words 'speak' or 'vote' as you feel appropriate where indicated by an asterisk.
  • 5 If the Form of Proxy is signed by someone else on your behalf, their authority to sign must be returned with the Form of Proxy. In the case of a joint holding, any holder may sign. If the shareholder is a corporation, the form must be executed under its common seal or signed by an officer, attorney or other person duly authorised by the corporation.
  • 6 To be entitled to vote at the Meeting (and for the purpose of determining the number of votes you may cast) you must be entered on the Company's register of members at 6:30 p.m. on Tuesday, 30 April 2024 or, if the Meeting is adjourned, you must be entered on the register at 6:30 p.m.

Reach plc Reach plc

  • two days prior to the date of any adjourned Meeting. 7 Full details of the resolutions to be proposed at the Meeting, with explanatory notes, are set out in the
  • enclosed Notice of Meeting. 8 Please indicate with an 'X' in the boxes provided how you wish your vote to be cast. Unless otherwise instructed, the person appointed as proxy will exercise his/her discretion
  • as to how he/she votes or whether he/she abstains from voting on any particular resolution and on any other business (including amendments to resolutions and any procedural business), which may come before the Meeting.
  • 9 If you appoint multiple proxies and wish to give them separate instructions to vote or abstain from voting, please indicate how you wish each proxy to vote or abstain from voting by writing in each appropriate box the name of the proxy and the number of shares to be voted or withheld from voting by him or her.
  • 10 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' a resolution.
  • 11 Any alterations to this Form of Proxy should be initialled.
  • 12 If you complete and return the Form of Proxy this will not prevent you from attending in person and voting at the Meeting should you subsequently decide to do so.
  • 13 A corporation must seal the Form of Proxy or have it signed by an officer or attorney in person, and voting at the Meeting be carried out by an officer or attorney in person should you subsequently decide to do so.
  • 14 In the case of joint holders, only one need sign this Form of Proxy, but the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
  • 15 Electronic Proxy Appointment ('EPA') is available for this Meeting. To use this facility please login or register at Equiniti's website Shareview, www.shareview.co.uk and then follow the on-screen instructions to submit your proxy appointment online. You will need your Shareholder Reference Number shown overleaf. The EPA will not be valid if received after 11:00 a.m. on Tuesday, 30 April 2024 and will not be accepted if found to contain a computer virus.
  • 16 The CREST electronic proxy appointment service is available for this Meeting. To use this service CREST members should transmit a CREST proxy instruction, using the procedures described in the CREST manual, so as to reach the Company's Registrar, Equiniti, CREST participant ID RA19 by no later than 11:00 a.m. on Tuesday, 30 April 2024.

Please detach and retain this section. Do not post with Proxy Form.

2024 Annual General Meeting ('AGM') of Reach plc to be held on Thursday, 2 May 2024 at 11:00 a.m. at Numis' offices, 45 Gresham St, London, EC2V 7BF.

We will notify shareholders of any change of arrangements with an announcement on the Company's website www.reachplc.com and via a Regulatory Information Service. Any updates to the position will be included on the Company's website www.reachplc.com.

If you wish to attend the AGM

Please bring this card with you as evidence of your right to attend and vote.

If you are unable to attend the AGM

You may appoint a proxy: by post (please detach the Proxy Form, fill it in, sign it, and send it to Equiniti in the reply paid envelope provided); lodge your vote electronically at www.shareview.co.uk; or, CREST participants may lodge proxy appointments via CREST. Further information on appointing a proxy is provided overleaf in the Explanatory Notes. Please note the deadline for receiving proxy appointments is 11:00 a.m. on Tuesday, 30 April 2024.

Shareholders are invited to submit any question via email to [email protected] or in writing to AGM Questions, c/o Company Secretary, Reach plc, One Canada Square, Canary Wharf, London, E14 5AP by 11:00 a.m. on Thursday, 18 April 2024. Answers of which will be posted on the Company's website, www.reachplc.com as a written Q&A, grouped into themes relevant to the business of the AGM as soon as practicable, and no later than Tuesday, 23 April 2024. We will however endeavour to answer questions received after Thursday, 18 April 2024 but before the proxy deadline on 11:00 a.m. on Tuesday, 30 April 2024 and they will be posted to the Company's website www.reachplc.com after the AGM.

Address

Numis' offices, 45 Gresham St, London, EC2V 7BF.

Public transport

Underground St. Paul's station on the Central Line, or Mansion House station on the District and Circle Lines (approx. 5–10 mins walk).

Buses 11, 141, 21, 25, 26, 521, 8

AGM schedule

10:00 a.m. Registration desks open. Refreshments (tea and coffee) will be available.

11:00 a.m. The AGM starts and will be held in the Auditorium on the ninth floor.

Security

Cameras, telephones, other mobile devices, tape recorders and video cameras cannot be used in the AGM. It is a condition of entry to the AGM that all bags and packages will be subject to random search.

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