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Computacenter PLC

Proxy Solicitation & Information Statement Apr 5, 2013

5293_agm-r_2013-04-05_76b7cef3-cf1e-4497-82e3-e54c9ede62f5.pdf

Proxy Solicitation & Information Statement

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Notes to the Form of Proxy

  • 1 If you wish to appoint a proxy, other than the Chairman of the Meeting, please delete the words 'the Chairman of the Meeting' and insert the name of the desired proxy.
  • 2 To appoint more than one proxy, additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0871 384 2074 (calls to this number cost 8p per minute from a BT landline, plus network extras. Lines open 8.30am to 5.30pm, Monday to Friday. Overseas Shareholders should call +44 121 415 7047) or you may photocopy this form. Please indicate next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate, by ticking 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.
  • 3 Please indicate with an X in the space provided as to how you wish your vote to be cast. If you give no indication, the proxy will exercise his/her discretion both as to how he/she votes and as to whether or not he/she withholds a vote.
  • 4 In the case of a corporation, this form must be given under the Common Seal or signed by an officer or attorney of the corporation duly authorised to sign it. In the case of an individual, this Form of Proxy must be signed by the shareholder or his/her attorney.
  • 5 A proxy need not also be a shareholder of the Company.
  • 6 The completion of this Form of Proxy will not prevent a shareholder attending and voting in person.
  • 7 In the case of joint holders, any one of them may sign this 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 and for this purpose seniority will be determined by the order in which the names stand in the Register of Members.
  • 8 This Form of Proxy, together with any power of attorney or other authority under which it is signed must be lodged with the Company's Registrar, Equiniti, Aspect House, Spencer Road, Lancing, BN99 6DA not later than 11.00am on 15 May 2013.
  • 9 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 Members of the Company at 6.00pm on 15 May 2013. 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.
  • 10 You may, if you wish, register your proxy appointment electronically via the website www.sharevote.co.uk or, if you hold shares through CREST, using the CREST electronic proxy appointment service. To use Sharevote you will need the Voting ID, Task ID and Shareholder Reference Number shown on your Form of Proxy. Shareholders who have registered with Equiniti's on-line portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio at www.shareview.co.uk and entering their portfolio identification particulars then clicking on the link to vote under 'your Computacenter holding details'. Full instructions on the procedure are given on the respective websites. A proxy appointment made electronically will not be valid if sent to any address other than those provided or if received after 11.00am on Wednesday 15 May 2013. For details of how to use the CREST service please refer to the Notice of Annual General Meeting. Please note that any electronic communication found to contain a computer virus cannot be processed and will not be accepted.
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Signature Date 2013

Voting ID Task ID Shareholder Reference Number

I/We, the undersigned shareholder(s) of Computacenter plc hereby appoint the Chairman of the Meeting (see note 1)

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/ our voting entitlement on my/our behalf at the Annual General Meeting of the Company to be held at 11.00am on 17 May 2013 and at any adjournment thereof.

I/We direct my/our proxy to vote on the following resolutions as indicated below.

Form of Proxy

for the Annual General Meeting To be held at 11.00am on 17 May 2013

* Please tick this box if this proxy appointment is one of multiple appointments being made (please see note 2).

1. To receive the Report and Accounts. For Against Vote
withheld
2. Approval of the Directors' Remuneration Report.
3. Approval of a final dividend of 10.5 pence per ordinary share.
4. Re-election of:
4a. A F Conophy.
4b. P W Hulme.
4c. I J Lewis.
4d. G H Lock.
4e. B J McBride.
4f. M J Norris.
4g. P J Ogden.
4h. J Ormerod.
5. Appointment of Ernst & Young LLP as Auditor.
6. Authorise the Directors to agree the Auditor's remuneration.
7. Renewal of authority to allot shares.
8. Disapplication of pre-emption rights.
9. Authority to purchase own shares.
10. That a general meeting (other than an AGM) may be called
on not less than 14 clear days' notice.
The AGM is due to be held on 17 May 2013 at 11.00am.
I/We authorise my/our proxy to act at his/her discretion in relation to any other business arising at
the meeting (including any resolution to adjourn the meeting).
Please tick this box if you plan to attend the 2013 Annual General Meeting.

1104-066-S

    • Date Signature(s)

BN99 6ZL Lancing Spencer Road Aspect House Equiniti Limited

Tel: +44 (0)20 7593 4263 London SE1 8HL Computacenter House, 93-101 Blackfriars Road,

Business Reply Service Licence No. SEA 10846

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