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SPEEDY HIRE PLC

Proxy Solicitation & Information Statement Jul 17, 2024

4720_agm-r_2024-07-17_5bc588c1-1d12-4360-b50b-8445fb068f03.pdf

Proxy Solicitation & Information Statement

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Speedy Hire Plc

Form of Proxy

Notice of Availability – important, please read carefully

You can now access the 2024 Annual Report and Accounts and Notice of Annual General Meeting at speedyhire.com/investors.

For use by ordinary shareholders at the Annual General Meeting to be held at 11.00am on 5 September 2024.

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

(if you wish to appoint someone other than the Chairman as proxy, indicate so here – see note 1)
as my/our proxy to vote on my/our behalf as indicated below (or, if no such indication is given, at his/her discretion) at the Annual
General Meeting of the Company to be held at the offices of Panmure Liberum Limited, Ropemaker Place, 25 Ropemaker Street,
London, EC2Y 9LY on 5 September 2024 at 11.00am and at any adjournment thereof, on the Resolutions set out below, and on any
other business arising at the Annual General Meeting and at any adjournment thereof.
N
E
Please indicate in which way you wish your proxy to vote by inserting 'X' in the appropriate box. Unless otherwise instructed, the proxy
will vote as they think fit or abstain from voting.
If you wish to appoint multiple proxies please insert 'X' in this box.
However, see notes 1 and 2.
Resolution
(The resolutions are set out in full in the Notice of Annual General Meeting)
For Against Vote
withheld
1. To receive and, if thought fit, to adopt the annual accounts of the Company for the financial year ended
31 March 2024 together with the reports of the Directors and auditors (ordinary)
2. M
To approve the Directors' Remuneration Report set out on pages 92 to 108 (excluding the Directors'
Remuneration Policy set out on pages 94 to 101) of the Annual Report and Accounts in respect of the
financial year ended 31 March 2024 (ordinary)
3. To approve the Directors' Remuneration Policy contained in the Directors' Remuneration Report which
is set out on pages 94 to 101 of the Annual Report and Accounts (ordinary)
4. I
C
To declare a final dividend of 1.80 pence per ordinary share in respect of the financial year ended
31 March 2024 (ordinary)
5. To re-elect Dan Evans as a Director of the Company (ordinary)
6. To re-elect Paul Rayner as a Director of the Company (ordinary)
7. To re-elect David Shearer as a Director of the Company (ordinary)
8. E
To re-elect David Garman as a Director of the Company (ordinary)
9. To re-elect Rob Barclay as a Director of the Company (ordinary)
10. To re-elect Rhian Bartlett as a Director of the Company (ordinary)
11. To re-elect Shatish Dasani as a Director of the Company (ordinary)
12. To re-elect Carol Kavanagh as a Director of the Company (ordinary)
13. To re-appoint PricewaterhouseCoopers LLP as auditors (ordinary)
14. To authorise the Directors to determine the remuneration of the Auditors (ordinary)
15. To authorise the Directors to allot shares (ordinary)
16. P
To authorise the Directors to allot securities free from pre-emption rights, subject to certain specified
limitations (special)
17. To disapply statutory pre-emption rights in relation to acquisitions or other capital investments
(special)
18. To authorise the Company to make market purchases of its own shares (special)
19. S
To authorise the calling of general meetings (other than Annual General Meetings) on not less than
14 days' notice (special)
20. To permit the Company to make political donations (ordinary)
21. To approve the Speedy Hire Plc Performance Share Plan 2024 (ordinary)
22. To approve the Speedy Hire 2024 Sharesave Scheme (ordinary)

..................................................................................................................................................................................................................................................................................................................

Signature(s) or common seal: ............................................................................................................................................................................................................................................

Full name(s): ..................................................................................................................................................................................................................................................................................

Address: ............................................................................................................................................................................................................................................................................................

Notes:

.

    1. To appoint as a proxy a person other than the Chairman of the meeting, cross out the words 'the Chairman of the meeting', initial the alteration and write the full name in the space provided. If you wish your proxy to make comments on your behalf you will need to appoint someone other than the Chairman and give them relevant instructions directly. A proxy need not be a member of the Company.
    1. As a member of the Company you may appoint one or more proxies of your choice to attend, vote and speak at the meeting and any adjournment thereof, provided each proxy is appointed to exercise rights in respect of different shares and in accordance with the procedures set out in these notes. To appoint more than one proxy (an) additional proxy form(s) may be obtained by contacting the Registrars or you may photocopy this form indicating on each copy the name of the proxy you wish to appoint and the number of shares in respect of which the proxy is appointed. All forms must be signed and should be returned to Equiniti, the Company's Registrars, at the address given in note 4 and in the same envelope.
    1. Unless otherwise instructed the proxy will vote as they think fit or, at their discretion, abstain from voting.
    1. To be valid your form of proxy must arrive with the Company's Registrars no later than 11.00am on 3 September 2024 at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA. You may also deliver by hand to the same address during usual business hours. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
    1. A corporation must execute the form of proxy under either its common seal or by a duly authorised officer or attorney. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the form of proxy.
    1. CREST users should note that they can lodge their proxy votes for the meeting through the CREST electronic appointment service, using CREST ID RA19. For further instructions users should refer to the CREST User Manual (available at www.euroclear.com). Any CREST sponsored members should contact their CREST sponsor.
    1. If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11:00 am on 3 September 2024 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
    1. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the AGM should he or she so wish.
    1. A 'vote withheld' option is provided to enable a shareholder 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. The form of proxy is only for use in respect of the shareholder account specified and should not be amended or submitted in respect of a different account. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
    1. Corporate Representatives must make themselves known to the Company's Registrars prior to the meeting.
    1. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communication from the Company in accordance with section 146 of the Companies Act 2006 ('Nominated Persons'). Nominated Persons may have a right under an agreement with the registered shareholder who holds shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if Nominated Persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights. SPECIMEN
      1. Shareholders may ask the Board a question on the formal business of the AGM in advance of the meeting, by emailing their question to [email protected] by 11:00am on Tuesday 3 September 2024.
  • Under Regulation 31 of the Uncertified 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 Members of the Company at 6.30pm on 3 September 2024. Changes to entries on the register after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

  • You may not use any electronic address provided in this form of proxy to communicate with the Company for any purposes other than those expressly stated.

  • The AGM will be held in accordance with all UK Government guidance and/or requirements in force at the time of the AGM. All shareholders attending the AGM will be required to observe the safety and good hygiene measures in place including those that are legally required at the time of the meeting. Should the Company feel it necessary to make any significant changes to the AGM arrangements shareholders will be notified as soon as practicable on the Company's website at www.speedyhire.com/investors.

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