Proxy Solicitation & Information Statement • Feb 23, 2012
Proxy Solicitation & Information Statement
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Notes
| To be held at: The Training Centre, Unit B, Kingston Centre, Winchester Circle, Kingston, Milton Keynes, | ||
|---|---|---|
| MK10 0BA at 1.00pm on Wednesday 28 March 2012. |
If you wish to attend this meeting in your capacity as a holder of Ordinary Shares, please sign this card and on arrival hand it to the Company's registrars. This will facilitate entry to the meeting.
Signature of Barcode: person attending
Investor Code:
| Bar Code: |
|---|
Investor Code:
I/We being a member/members of the Company hereby appoint the Chairman of the meeting or (see note 1 above)
| Name of proxy | Number of shares proxies appointed over | |
|---|---|---|
| Event Code: |
as my/our proxy to attend, speak and vote on my/our behalf as indicated in the boxes below at the Annual General Meeting of the Company to be held at 1.00pm on Wednesday 28 March 2012 and at any adjournment thereof. If no indication is given, I/we authorise my/our proxy to vote, or abstain from voting at their discretion on the resolutions or on any other business (including amendments to resolutions ) which may come before the AGM. If you wish to appoint multiple proxies please see note 2 above.
| I have indicated with a '✗' how I/we wish my/our votes to be cast on the following resolutions: | Please also tick here if you are appointing more than one proxy. | ||||
|---|---|---|---|---|---|
| RESOLUTIONS Please mark '✗' to indicate how you wish to vote |
For | Against | Vote Withheld | RESOLUTIONS Please mark '✗' to indicate how you wish to vote |
|
|---|---|---|---|---|---|
| 1 | To receive and adopt the Company's audited accounts and financial statements for the year ended 25 December 2011 together with the Directors' Report and Auditors' Report. |
X | X | X | 11 To re-elect Michael Shallow as a director of the Company. |
| 2 | To re-appoint Ernst & Young LLP as auditors of the Company until the conclusion of the next annual general meeting at which the accounts are to be laid before the Company. |
X | X | X | 12 To elect Syl Saller as a director of the Company. 13 To elect Helen Keays as a director of the Company. |
| 3 | To authorise the Audit Committee of the board of directors to agree the remuneration of the Company's auditors. |
X | X | X | 14 To approve the Report on Directors' remuneration for the year ended 25 December 2011. |
| 4 | To declare payable the final dividend for the year ended 25 December 2011 of 6.80 pence per ordinary share on 29 March 2012 to ordinary shareholders whose names appear on the |
X | X | X | 15 To grant the Directors authority under section 551 of The Companies Act 2006 ("2006 Act") to allot ordinary shares. |
| 5 | register of members at close of business on 24 February 2012. To re-elect Stephen Hemsley as a director of the Company. |
X | X | X | 16 To approve the Company's 2012 Long Term Incentive Plan (the "Plan") and that the Directors be authorised to make modifications to the Plan and to establish further plans based on the Plan. |
| 6 | To re-elect Colin Halpern as a director of the Company. | X | X | X | SPECIAL RESOLUTIONS 17 To disapply pre-emption rights under sections 570 and 573 of |
| 7 | To re-elect Lance Batchelor as a director of the Company. | X | X | X | the 2006 Act. 18 To grant the Company authority under section 701 of the 2006 |
| 8 | To re-elect Lee Ginsberg as a director of the Company. | X | X | X | Act to purchase its own ordinary shares. |
| 9 | To re-elect Nigel Wray as a director of the Company. | X | X | X | 19 To allow extraordinary general meetings of the Company to be called by 14 clear days' notice. |
| 10 To re-elect John Hodson as a director of the Company. | X | X | X | 20 To change the name of the Company to Domino's Pizza Group plc with effect from 1 May 2012. |
| Vote Withheld | |||||
|---|---|---|---|---|---|
| how you wish to vote | For | Against | |||
| 11 To re-elect Michael Shallow as a director of the Company. | X | X | X | ||
| 12 To elect Syl Saller as a director of the Company. | X | X | X | ||
| 13 To elect Helen Keays as a director of the Company. | X | X | X | ||
| 14 To approve the Report on Directors' remuneration for the year ended 25 December 2011. |
X | X | X | ||
| 15 To grant the Directors authority under section 551 of The Companies Act 2006 ("2006 Act") to allot ordinary shares. |
X | X | X | ||
| 16 To approve the Company's 2012 Long Term Incentive Plan (the "Plan") and that the Directors be authorised to make modifications to the Plan and to establish further plans based on the Plan. |
X | X | X | ||
| SPECIAL RESOLUTIONS | |||||
| 17 To disapply pre-emption rights under sections 570 and 573 of the 2006 Act. |
X | X | X | ||
| 18 To grant the Company authority under section 701 of the 2006 Act to purchase its own ordinary shares. |
X | X | X | ||
| 19 To allow extraordinary general meetings of the Company to be called by 14 clear days' notice. |
X | X | X | ||
| 20 To change the name of the Company to Domino's Pizza Group plc with effect from 1 May 2012. |
X | X | X | ||
sterling 156840
Business Reply Licence Number RSBH-UXKS-LRBC
PXS 34 Beckenham Road Beckenham BR3 4TU
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