AGM Information • Apr 6, 2020
AGM Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document, or the action you should take, you are recommended to seek immediately your own independent financial advice from your stockbroker, bank, legal adviser, accountant, or other appropriate independent financial adviser. Nothing in this document should be construed as financial, tax or legal advice of any description in any jurisdiction.
If you have sold or otherwise transferred all of your shares in Pershing Square Holdings, Ltd. (the Company) please send this document, together with the accompanying documents, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other person through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee.
(A company limited by shares incorporated under the laws of Guernsey with registered number 54602)
This document should be read in its entirety. Your attention is drawn to the letter from the Chairman of Pershing Square Holdings, Ltd. set out on page 2 of this document and the section entitled "Action to be taken by Shareholders" set out on page 5 of this document. Capitalised terms used in this document but not otherwise defined shall have the meanings set out in the section headed "Definitions" of this document.
CONTENTS
| CLAUSE | PAGE | |
|---|---|---|
| 1. | EXPECTED TIMETABLE |
1 |
| 2. | LETTER FROM THE CHAIRMAN |
2 |
| 3. | DEFINITIONS | 8 |
| NOTICE OF ANNUAL GENERAL MEETING |
10 |
| 2020 |
|---|
| 10 April |
| 5.00 p.m. on 21 April |
| 12.00 p.m. on 23 April |
| 12.00 p.m. on 27 April |
| 27 April |
All times referred to above and in this document are, unless otherwise stated, to the local time in Guernsey.
Each of the times and dates referred to above and elsewhere in this document may be extended or brought forward at the discretion of the Company, in which case the revised time(s) and date(s) will be notified to Shareholders by public announcement.
(A company limited by shares incorporated under the laws of Guernsey with registered number 54602)
Directors:
Registered Office:
Anne Farlow (Independent Chairman) Richard Battey (Independent Non-Executive Director) Nicholas Botta (Non-Executive Director) William Scott (Independent Non-Executive Director) Bronwyn Curtis (Independent Non-Executive Director) Richard Wohanka (Independent Non-Executive Director)
1st Floor Royal Chambers St. Julian's Avenue St. Peter Port Guernsey GY1 3JX
Telephone: +44 (0) 1481 810100
6 April 2020
The Company will hold its annual general meeting at Woodgrange, Fort Road, St. Peter Port, Guernsey, GY1 1ZW, on 27 April 2020, at 12.00 p.m. (BST) (1.00 p.m. Central European Summer Time) (the AGM). The Notice convening the AGM of the Company and setting out the resolutions to be proposed at the AGM is set out at the end of this document.
The Company is proposing to renew its share buy-back authority, re-appoint its auditor, seek approval to disapply pre-emption rights for any share issuance of 10% or less (as is customary in the London investment fund market), and re-elect all the directors with the exception of William Scott. William Scott, who has been a director since 2012, is not offering himself up for re-election due to his commitment to other directorships.
The Company is proposing to renew its existing general share buyback authority at the AGM, to allow it to purchase up to 14.99 per cent. of the Public Shares in issue (excluding shares held in treasury) as at the latest practicable date prior to the date of publication of this document. If approved by shareholders and depending on market conditions, the Company's available capital and other considerations, the Company may decide to utilise the share buyback authority to make further acquisitions of Public Shares in the market.
As described further in the Annual Report of the Company, in 2019 the Company incurred expenses due to the Auditor of US\$177,531 in audit fees and US\$112,917 for other permissible non-audit services, the majority of which are attributable to the Auditor's review of tax matters (US\$57,563) and half year review (US\$55,354). The Company also paid the Auditor \$5,707 in 2019 in connection with additional costs associated with services related to fiscal year 2018. Given the short timeframe and technical demands of the relevant matters and the Auditor's relevant experience and knowledge of the Company, it was determined that engaging the Auditor to provide services in connection with these non-audit projects was in the best interests of the Company.
Shareholders will be asked to vote on the re-election of each of the five Directors who are retiring at the AGM and are being submitted for re-election in accordance with the Articles and corporate governance best practice as set out in the AIC Code of Corporate Governance. William Scott, who has been a Director since 2012, is retiring at the AGM and not offering himself up for re-election due to his commitment to other directorships.
In accordance with the AIC Code, during the year the Board engaged an independent external adviser to facilitate the evaluation of its performance and effectiveness and that of its committees and individual Directors. The external adviser assessed the effectiveness of the Board on key indicators of performance, including the Board's composition and diversity, understanding of its role and Company strategy, risk management, succession planning, stakeholder engagement and culture. The Board evaluation noted, among other strengths, that the Board was well-chaired and worked constructively as a team, was skillful at identifying risks and working with the Investment Manager and had meaningfully added to its expertise and governance structure in recent years. No material weaknesses in Board performance were identified in the assessment. The Board has considered the findings of the evaluation and believes that each Director standing for re-election should be re-elected, as each has an appropriate level of skill and experience in the management of investment companies such as the Company. The Board further believes that each Director's performance continues to be effective and demonstrates commitment to their respective roles.
The biographical details of each Director submitted for re-election are set out on pages 24 to 26 of the Company's Annual Report. In accordance with the principles of the AIC Code, the Company is seeking to ensure that the Board maintains a balance of skills, experience, and length of service and knowledge of the Company. The Company believes that the combination of the directors standing for re-election continue to provide the Board with valuable skills and perspective and a substantial presence of independent directors and that their individual contributions are, and would continue to be, important to the Company's long-term sustainable success. The skills and experience of each Director, as summarised in their biographies, demonstrate why their contribution is important and how the contribution they make will continue to be important to the Company's long-term sustainable success. Subject to the re-election of all the directors submitted for re-election, the Board would comprise five members, four of whom are independent.
The Board is seeking Shareholder approval to disapply the pre-emption rights contained in Article 6.2 of the Articles so that the Board has the authority to allot and issue (or sell from treasury) up to 20,044,933 Public Shares and up to 516,022 Management Shares (equal to 10 per cent. of the Public Shares and 10 per cent. of the Management Shares in issue (excluding shares held in treasury) as at the latest practicable date prior to the date of publication of this document).
Seeking such approval subject to the limits set out above is customary in the London investment fund market, and the Board will not necessarily act on the authority if conferred on them by the Shareholders under this resolution.
The ordinary business proposed for the AGM comprises the consideration of and, if thought fit, the passing of the ordinary resolutions described below. Other than Resolution 4, the ordinary resolutions will require an ordinary resolution of the holders of all classes of Voting Shares voting together as a single class. Because Nicholas Botta is a non-independent Director of the Company, Resolution 4 is a Specified Matter for the purposes of the UK Listing Rules, on which only the Public Shares may be voted.
Each Director of the Company is offering herself or himself for re-election at the AGM with the exception of William Scott, who has been a Director since 2012 and is not offering himself for reelection due to his commitment to other directorships.
The special business proposed for the AGM comprises the consideration of and, if thought fit, the passing of the resolutions described below, all of which will be proposed as special resolutions which will need to be passed by a majority of not less than 75 per cent. of the total number of voting rights of the Shareholders entitled to vote on such resolution present, or represented, and voting at the AGM.
Resolution 9 (share buyback authority) is a Specified Matter for the purposes of the UK Listing Rules on which only the Public Shares may be voted and will require a special resolution of the Public Shareholders.
Resolution 10 (disapplication of pre-emption rights) will require a special resolution of the holders of all classes of Voting Shares.
This resolution effectively renews the share buy-back authority that was given by Shareholders at last year's annual general meeting.
Any purchase of Public Shares by the Company pursuant to this authority will be subject to the Dutch Act on Financial Markets Supervision (Wet op het financieel toezicht) and the rules promulgated thereunder, Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the Market Abuse Regulation), the UK Listing Rules, as well as all other applicable legislation and regulations.
The minimum price (exclusive of expenses) which may be paid for any Public Share under the authority is 5 per cent. of the prevailing net asset value of the Public Shares.
The maximum price (exclusive of expenses) which may be paid for a Public Share under the authority is not more than either (a) the higher of (i) 105 per cent. of the average market value of the Public Shares over the five business days immediately prior to the day the purchase is made and (ii) the higher of the price of the last independent trade and the highest independent bid at the time of the purchase for any number of the Public Shares, in each case on the trading venue on which the purchase is carried out; or (b) such other price as may be permitted by Article 3(2) of Commission Delegated Regulation (EU) 2017/1052 (the Buy-Back and Stabilisation Regulation) (to the extent applicable) and the listing rules of any recognised investment exchange on which the Public Shares are admitted.
The authority will expire at the conclusion of the next annual general meeting of the Company or 18 months from the date of the resolution, whichever is the earlier, unless the authority is varied, revoked or renewed prior to such time. The Company may enter into a contract to purchase Public Shares prior to the expiry of the authority and the contract and the acquisition of shares under that contract may be executed wholly or partly after the expiration of the authority. Any Public Share bought back pursuant to the authority will be cancelled or held in treasury (up to the limit specified in The Companies (Guernsey) Law, 2008 (as amended) (the Law)), at the discretion of the Board after consultation with the Investment Manager.
Purchases will only be made under the authority at prices materially below the prevailing net asset value per Public Share in circumstances in which the Directors believe such purchases will result in an increase in the net asset value per share of the remaining Public Shares.
Any share buy-back may be restricted by applicable legal, tax and regulatory constraints.
This disapplication of pre-emption rights will expire on the date falling 15 months after the date of passing of resolution 10 or the conclusion of the next annual general meeting of the Company, whichever is the earlier, and permits the Board to allot and issue shares (or sell shares from treasury) after expiry of the disapplication if it has agreed to do so beforehand. Shares issued (or sold from treasury) pursuant to the disapplication will not be issued at a price that is less than the prevailing net asset value per share of the relevant class. As the issue of shares (or sale from treasury) by the Company on a non-pre-emptive basis is subject to the additional qualification that the relevant shares must be issued for a price (after the expenses of the issue) at least equal to the prevailing net asset value for the relevant class of shares, the Board believes that the existing authority to issue new shares equal to 10 per cent. of the existing shares in issue (excluding shares held in treasury) is appropriate.
A notice convening the AGM to be held at 12.00 p.m. BST (1.00 p.m. CEST) on 27 April 2020 is set out at the end of this document and contains information as to how to vote.
Each ordinary resolution of the Shareholders requires approval by a simple majority of the voting rights of the Shareholders entitled to vote on such resolution and present, or represented, and voting at the AGM.
Each special resolution of the Shareholders requires approval by a majority of not less than 75 per cent. of the total number of voting rights of the Shareholders entitled to vote on such resolution and present, or represented, and voting at the AGM.
Resolutions 4 and 9 are Specified Matters on which only the Public Shares may be voted.
In accordance with the Articles:
(a) the Special Voting Share carries such number of votes on each matter put to a vote of the Shareholders (other than Specified Matters, matters for which a different rule is stated in the Articles or pursuant to applicable law) as is equal to 50.1 per cent. of the total voting rights of the aggregate number of Voting Shares in issue and entitled to vote on that matter;
The Company will notify Shareholders in advance of the AGM of the number of votes attached to each Share of each class as at the close of business on the latest net asset value valuation date falling on or prior to the record date for such meeting.
The Board believes that the resolutions to be proposed at the AGM are in the best interests of the Company and its Shareholders as a whole. The Directors unanimously recommend that the Shareholders vote in favour of the resolutions, as they intend to do, in each case, in respect of their entire beneficial shareholdings of 50,443 Public Shares and 1,726,083 Management Shares, in aggregate representing approximately 0.03 per cent. of the total issued Public Shares (excluding shares held in treasury) and 33.45 per cent. of the total issued Management Shares in the Company, respectively (as at the latest practicable date prior to the publication of this document).
Shareholders can appoint a proxy to exercise all or any of their rights to attend, vote and speak at the AGM. The quorum for the AGM is two or more Shareholders (one of which shall be PS Holdings Independent Voting Company Limited) present in person or by proxy, as applicable.
Shareholders will find enclosed a Form of Proxy accompanying this document for use at the AGM.
Public Shareholders should note that there are different Forms of Proxy to complete and return depending on whether you hold your Public Shares through Euroclear Nederland or CREST. Please take special care to complete the correct form for your shareholding and return it to the correct location. Public Shareholders using the ABN AMRO E- Voting Portal or CREST Voting, should not mail/use the Forms of Proxy.
Shareholders are requested to complete and return the applicable Form(s) of Proxy accompanying this document in accordance with the instructions printed thereon, as soon as possible, but in any event so as to arrive not later than 48 hours (excluding weekends and any bank holiday in Guernsey) prior to the time allotted for the AGM. The lodging of a Form of Proxy will not prevent a Shareholder from attending the AGM and voting in person if they so wish. However, on 25 March 2020, the States of Guernsey announced mandatory measures to reduce the transmission of COVID-19. The measures require people to stay at home, except for very limited purposes, and prohibit all gatherings of more than two people in public. The Board fully supports these measures to protect public health and safety and requests that shareholders not attend the AGM in person. Arrangements will be made by the Company to ensure that the minimum number of Shareholders required to form a quorum will attend the AGM so that it may proceed. The Board encourages Shareholders to submit proxy votes using the ABN AMRO E- Voting Portal or CREST Voting.
If you are in any doubt as to the action you should take, you are recommended to seek immediately your own independent financial advice from your stockbroker, bank, legal adviser, accountant, or other appropriate independent financial adviser.
You are requested to complete and return the enclosed Form(s) of Proxy without delay, whether or not you intend to attend the AGM.
Yours faithfully,
/s/ Anne Farlow ___________________ Anne Farlow Chairman
The following definitions apply in this document unless the context otherwise requires:
ABN AMRO means ABN AMRO Bank N.V.;
AGM means the annual general meeting of Shareholders of the Company to be held at 12.00 p.m. BST on 27 April 2020 at Woodgrange, Fort Road, St. Peter Port, Guernsey, GY1 1ZW, notice of which is set out at the end of this document;
Articles means the Company's articles of incorporation;
Auditor means Ernst & Young LLP;
business day means any weekday on which banks in New York, London, Amsterdam and Guernsey are open for normal banking business (or as may otherwise be specified by the Board from time to time);
Buy-Back and Stabilisation Regulation means Article 3(2) of Commission Delegated Regulation (EU) 2017/1052;
Company means Pershing Square Holdings, Ltd.;
CREST means the paperless settlement systems operated by Euroclear UK & Ireland Limited enabling security to be evidenced otherwise than by certificating and transferral otherwise than by written instruments;
Directors or Board means the directors of the Company;
Euroclear Nederland means Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V., trading as Euroclear Nederland;
Euronext Amsterdam means Euronext in Amsterdam, the regulated market operated by Euronext Amsterdam N.V.;
Forms of Proxy means the forms of proxy for use in connection with the AGM;
Investment Manager means Pershing Square Capital Management, L.P.;
Law means the Companies (Guernsey) Law, 2008 (as amended);
Management Shares means the management shares of no par value in the capital of the Company;
Notice means this notice of AGM dated 6 April 2020;
ordinary resolution means a resolution passed by a simple majority of the voting rights of the Shareholders entitled to vote on such resolution and present, or represented, and validly voting thereon as an ordinary resolution in accordance with section 176 of the Law;
Public Shareholder means the holder of one or more Public Shares;
Public Shares means the ordinary shares in the capital of the Company;
Record Date means 10 April 2020;
Register means the Company's Shareholder register;
Shareholder means the holder of one or more Shares;
Shares means the Public Shares, the Management Shares and/or the Special Voting Share, as the context requires;
special resolution means a resolution passed by a majority of not less than 75 per cent. of the total number of voting rights of the Shareholders entitled to vote on such resolution present, or represented, and validly voting thereon as a special resolution in accordance with section 178 of the Law;
Special Voting Share means the special voting share of no par value in the capital of the Company held by VoteCo and having the rights set out in the Articles;
Specified Matter has the meaning given in the Articles, being any matter specified from time to time by the UK Listing Rules which requires that a shareholder vote is taken and decided by applicable resolution solely of the holders of the Public Shares;
UK Listing Rules means the listing rules of the UK Financial Conduct Authority in its capacity as the competent authority for listing in the UK pursuant to the UK Financial Services and Markets Act 2000 (as amended);
VoteCo means PS Holdings Independent Voting Company Limited; and
Voting Shares means Shares in the capital of the Company carrying the power to vote on resolutions in general meetings of the Company, being the Special Voting Share, the Public Shares and the Management Shares.
P.O. Box 650, 1st Floor, Royal Chambers, St. Julian's Avenue, St. Peter Port, Guernsey GY1 3JX
Registered number: 54602
Tel: +44 (0) 1481 810100 Fax: +44 (0) 1481 810120
(the Company)
NOTICE is hereby given that the Annual General Meeting of the Company (the AGM) is to be held at Woodgrange, Fort Road, St. Peter Port, Guernsey, GY1 1ZW, on Monday, 27 April 2020, at 12.00 p.m. (BST) (1.00 p.m. Central European Summer Time) for the transaction of the following business:
To consider and, if thought fit, to pass the following resolutions which will be proposed as ordinary resolutions of the holders of all Voting Shares:
To consider and, if thought fit, to pass the following resolution which will be proposed as an ordinary resolution of the holders of the Public Shares:
To consider and, if thought fit, to pass the following resolutions which will be proposed as ordinary resolutions of the holders of all Voting Shares:
To consider and, if thought fit, to pass the following resolutions which will be proposed as special resolutions of the holders of the Public Shares:
THAT the Company be and is hereby authorised, in accordance with Section 315 of The Companies (Guernsey) Law, 2008 (as amended) (the Law) (subject to the Dutch Act on Financial Markets Supervision (Wet op het financieel toezicht) and the rules promulgated thereunder, the Listing Rules of the UK Financial Conduct Authority, the Market Abuse Regulation and all other applicable legislation and regulations), to make market acquisitions (as defined in the Law) of its Public Shares in issue, from time to time, provided that:
(a) the maximum number of Public Shares hereby authorised to be purchased is 14.99 per cent. per annum of the Public Shares in issue (excluding shares held in treasury) immediately following the passing of this resolution;
To consider and, if thought fit, to pass the following resolution which will be proposed as a special resolution of the holders of all Voting Shares:
10 THAT, in accordance with Article 6.7 of the articles of incorporation of the Company (the Articles), the Directors be and are hereby authorised to allot and issue (or sell from treasury) up to 20,044,933 Public Shares (being equivalent to 10 per cent. of the Public Shares in issue (excluding shares held in treasury) as at the latest practicable date prior to the date of this Notice) and up to 516,022 Management Shares (being equivalent to 10 per cent. of the Management Shares in issue as at the latest practicable date prior to the date of this Notice) as if Article 6.2 of the Articles did not apply to the allotment and issue (or sale from treasury) for the period expiring on the date falling 15 months after the date of passing of this resolution or the conclusion of the next annual general meeting of the Company, whichever is earlier, save that the Company may before such expiry make offers or agreements which would or might require shares to be allotted and issued (or sold) after such expiry and the Directors may allot and issue (or sell) shares in pursuance of any such offer or agreement notwithstanding that the power conferred by this resolution has expired.
Resolutions 4 and 9 are Specified Matters for the purposes of the UK Listing Rules on which only the Public Shares may be voted.
BY ORDER OF THE BOARD OF DIRECTORS OF THE COMPANY
Elysium Fund Management Limited
Company Secretary
6 April 2019
1st Floor Royal Chambers St. Julian's Avenue St. Peter Port Guernsey GY1 3JX
Terms defined in the Chairman's letter to Shareholders dated 6 April 2020 have the same meaning in the Resolutions set out in this Notice of Annual General Meeting.
Information as to how to vote can be found in the explanatory notes below or contained in the notes to the Form of Proxy, which accompanies this Notice.
The record date for the AGM is 10 April 2020
The Public Shares of the Company held through Euroclear Nederland are registered in the name of Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V., the Dutch central institute for giro transferred securities (Euroclear Nederland). Accordingly, if you hold Public Shares through Euroclear Nederland you can give voting instructions to the Chairman of the AGM via www.abnamro.com/evoting until 5.00 p.m. (BST) (6.00 p.m. Central European Summer Time) on 21 April 2020. In order to do so, it is important that your broker must provide a statement to ABN AMRO via www.abnamro.com/intermediary confirming the number of Public Shares in the Company in which you have an interest.
In addition to the above, if you hold Public Shares through Euroclear Nederland on the Record Date and wish to attend the AGM or wish to exercise voting rights, you are requested to contact your bank or broker, and request that they send a confirmation on your behalf (specifying your name(s), address, the number of Public Shares in the Company in which you have an interest and the fact that you wish to attend and vote at the meeting(s)) to ABN AMRO Bank N.V. (ABN AMRO) at Gustav Mahlerlaan 10, 1082 PP Amsterdam, The Netherlands (FAO Corporate Broking) or by e-mail to [email protected] with "Pershing Square Holdings, Ltd. – FAO Corporate Broking" as the subject (the Written Confirmation).
The Written Confirmation should be received by ABN AMRO no later than 5.00 p.m. (BST) (6.00 p.m. Central European Summer Time) on 21 April 2020. The registered Shareholder will then appoint you as its proxy in respect of the shares in the Company in which you have an interest, thus permitting you to attend and vote at the AGM.
If you are not able or do not wish to attend the AGM, you may appoint a delegate proxy (if you wish) using the enclosed form, which should be sent to ABN AMRO so as to arrive no later than 5.00 p.m. (BST) (6.00 p.m. Central European Summer Time) on 21 April 2020.
If you own Public Shares through CREST or in certificated form, you should use the attached Form of Proxy, which is labelled for use in respect of Public Shares held in CREST and in certificated form.
Whether or not you intend to be present at the AGM, you are requested to complete and sign the accompanying Proxy Form in accordance with the instructions printed thereon or to register the appointment of a proxy electronically. To be valid, the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is executed (or a notarially certified copy of such power or authority) must be received by the Company's Registrars, Link Asset Services by no later than 12.00 p.m. on 23 April 2020 (or, in the event that the meeting is adjourned, 48 hours prior to any adjourned meeting (no account being taken of any part of a day that is not a working day)). A Business Return Envelope is provided. A postage stamp will not be required when mailing from the UK. Please note that delivery using this service can take up to five business days. Alternatively, the Proxy Form can be posted to the following address, but a stamp will be required: Link Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU. The completion and return of the Proxy Form or the appointment of a proxy electronically will not prevent you from attending the AGM and voting in person if you so wish and are so entitled.
If you have any queries, please contact Link Asset Services on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the proposed resolutions nor give any financial, legal or tax advice.
If you are a member of CREST, you may register the appointment of a proxy by using the CREST electronic proxy appointment services, as set out below.
CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual on the Euroclear website (www.euroclear.com/CREST). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's (EUI) specifications and must contain the information required for such instructions, as described in the CREST manual. The message regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID number – [RA10]) by no later than 12.00 p.m. (BST) on 23 April 2020. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST applications host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 34(1) of the Guernsey Uncertificated Securities (Guernsey) Regulations, 2009.
If you give voting instructions via CREST voting, you do not need to (and should not) complete the enclosed Form of Proxy.
Voting on all resolutions at the AGM will be conducted by way of a poll rather than on a show of hands. On a poll, Shareholders will be entitled to such number of votes as attach to their holding of shares in accordance with the Company's articles of incorporation as determined at the close of business on the Record Date.
The proxy need not be a Shareholder of the Company. A Form of Proxy is enclosed with this Notice.
Voting on all resolutions will be conducted by way of a poll rather than on a show of hands. On a poll, Shareholders will be entitled to such number of votes as attach to their holding of shares in accordance with the Company's articles of incorporation as determined at the close of business on the Record Date.
To be effective, the original instrument appointing the proxy (together with any power of attorney or other authority under which it is executed, as the case may be, or a certified copy thereof) or a copy of the instrument appointing the proxy (together with a copy of any power of attorney or other authority under which it is executed, as the case may be) must be received by:
Elysium Fund Management Limited 1st Floor Royal Chambers St. Julian's Avenue St. Peter Port Guernsey GY1 3JX
Attention: Joanna Duquemin Nicolle
E-mail:[email protected]
Fax: +44 (0) 1481-810-120 (for the attention of Joanna Duquemin Nicolle)
or not less than 48 hours before (excluding weekends and any bank holiday in Guernsey) the date and time for holding any adjourned meeting.
A corporation may execute a proxy under its common seal or by the hand of a duly authorised officer or other agent.
FOR USE BY SHAREHOLDERS HOLDING PUBLIC SHARES THROUGH EUROCLEAR NEDERLAND AT THE ANNUAL GENERAL MEETING OF PERSHING SQUARE HOLDINGS, LTD. (THE COMPANY) CONVENED FOR 12.00 P.M. (BST) (1.00 P.M. CENTRAL EUROPEAN SUMMER TIME) ON MONDAY, 27 April 2020 (THE AGM), AND AT ANY ADJOURNMENT THEREOF
I/WE ..................................................................................................... (Block Letters)
OF ........................................................................................................ (Block Letters)
being (a) Shareholder(s) of the Company, holding as per Record Date
……………………………………………………………………………….. (Number of Public Shares)
hereby appoint the Chairman of the AGM *or
NAME .................................................................................................. (Block Letters)
ADDRESS ........................................................................................... (Block Letters)
as my/our proxy to vote for me/us on my/our behalf, as directed below on the resolutions proposed to be adopted at the AGM of the Company.
* Important: If you wish to appoint as proxy any person other than the Chairman of the AGM, the name and address of such person must be inserted in the relevant place and reference to the Chairman of the AGM must be deleted and the amendment initialled.
THE FORM OF PROXY WILL ONLY BE VALID AND ACCEPTED BY ABN AMRO IF IT INCLUDES A WRITTEN CONFIRMATION FROM YOUR BANK OR YOUR BROKER CONFIRMING THE NUMBER OF PUBLIC SHARES YOU HAVE AN INTEREST IN.
I/WE direct the proxy to vote on the resolutions as follows:
| FOR | AGAINST | WITHHELD | ||
|---|---|---|---|---|
| 1. | To receive the audited accounts, the Directors' report and the Auditors' report for the year ended 31 December 2019. |
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| 2. | To re-appoint Ernst & Young LLP, who have indicated their willingness to continue in office, as auditor (the Auditor) of the Company from the conclusion of this AGM until the conclusion of the next annual general meeting. |
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| 3. | To authorise the Directors to determine the remuneration of the Auditor. |
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| 4. | To re-elect Nicholas Botta as a Director of the Company. |
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| 5. | To re-elect Richard Battey as a Director of the Company. |
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| 6. | To re-elect Anne Farlow as a Director of the Company. |
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| 7. | To re-elect Bronwyn Curtis as a Director of the Company. |
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| 8. | To re-elect Richard Wohanka as a Director of the Company. |
|||
| 9. | To authorise the Company in accordance with Section 315 of The Companies (Guernsey) Law, 2008 (as amended) (the Law) (subject to the Dutch Act on Financial Markets Supervision (Wet op het financieel toezicht), the UK Listing Rules, the Market Abuse Regulation and the rules promulgated thereunder, and all other applicable legislation and regulations) to make market acquisitions (as defined in the Law) of its Public Shares in issue from time to time in accordance with the provisions stated in the Notice of AGM. |
|||
| 10. | To approve the disapplication of the pre emption rights contained in the Company's articles of incorporation so that the Board has the authority to allot and issue (or sell from treasury) up to 20,044,933 Public Shares (being equivalent to 10 per cent. of the Public Shares in issue (excluding shares held in treasury) as at the latest practicable date prior to the date of publication of the Notice of AGM) and up to 516,022 Management Shares (being equivalent to 10 per cent. of the Management Shares in issue as at the latest practicable date prior to the date of publication of the Notice of AGM). |
To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the relevant "Withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the AGM.
Further, I/we declare that I/we have requested my/our bank or broker to send (or I/we have sent) a confirmation to ABN AMRO Bank N.V. (ABN AMRO) such that it arrives at or before 6.00 p.m. Central European Summer Time on Tuesday, 21 April 2020. This confirmation shall on the basis of the Company's articles of incorporation constitute an instruction appointing a proxy from the relevant registered Shareholder confirming that the number of Public Shares mentioned in such written declaration form part of a joint deposit (verzameldepot) within the meaning of the Dutch Securities Giro Act (Wet giraal effectenverkeer) and that I/we, as the person mentioned in the declaration, am/are a participant for the mentioned Public Shares in the joint deposit and that I/we shall be entitled to exercise voting rights as a proxy in respect of such Public Shares at the relevant general meeting provided further that I/we shall be entitled to delegate my/our proxy to a third party. I/we hereby deliver such Form of Proxy to the person mentioned above. I/we do realise that if such confirmation of my/our bank or broker is not timely received by ABN AMRO, my/our vote will not be valid.
| INDIVIDUALS | ENTITIES | |||
|---|---|---|---|---|
| _________ Signature |
_________ Print Name of Entity |
|||
| _________ Print Name |
By: | ____ Authorized Signatory ____ |
||
| Print Name and Title | ||||
| Date: | Date: |
ABN AMRO Bank N.V. Gustav Mahlerlaan 10 1082 PP Amsterdam The Netherlands
E-mail: [email protected] with "Pershing Square Holdings, Ltd. – FAO Corporate Broking" as the subject
no later than 5.00 p.m. (BST) (6.00 p.m., Central European Summer Time), on Tuesday, 21 April 2020 or not less than 48 hours before (excluding weekends and any bank holiday in Guernsey) the date and time for holding any adjourned meeting.
FOR USE BY SHAREHOLDERS HOLDING THE SPECIAL VOTING SHARE OR MANAGEMENT SHARES AT THE ANNUAL GENERAL MEETING OF PERSHING SQUARE HOLDINGS, LTD. (THE COMPANY) CONVENED FOR 12.00 P.M. (BST) (1.00 P.M. CENTRAL EUROPEAN SUMMER TIME) ON MONDAY, 27 April 2020 (THE AGM), AND AT ANY ADJOURNMENT THEREOF
I/WE ..................................................................................................... (Block Letters) OF ........................................................................................................ (Block Letters) being (a) Shareholder(s) of the Company, holding as of the Record Date ………………………………………….…………………………….. (Number of Management Shares) Or ………………………………...…………………………………….. (The Special Voting Share) , hereby appoint the Chairman of the AGM *or
NAME .................................................................................................. (Block Letters)
ADDRESS ........................................................................................... (Block Letters)
as my/our proxy to vote for me/us on my/our behalf, as directed below on the resolutions proposed to be adopted at the AGM of the Company.
* Important: If you wish to appoint as proxy any person other than the Chairman of the AGM, the name and address of such person must be inserted in the relevant place and reference to the Chairman of the AGM must be deleted and the amendment initialled.
I/WE direct the proxy to vote on the resolutions as follows:
| FOR | AGAINST | WITHHELD | ||
|---|---|---|---|---|
| 1. | To receive the audited accounts, the Directors' report and the Auditors' report for the year ended 31 December 2019. |
|||
| 2. | To re-appoint Ernst & Young LLP, who have indicated their willingness to continue in office, as auditor (the Auditor) of the Company from the conclusion of this AGM until the conclusion of the next annual general meeting. |
|||
| 3. | To authorise the Directors to determine the remuneration of the Auditor. |
|||
| 4. | To re-elect Nicholas Botta as a Director of the Company. |
| 5. | To re-elect Richard Battey as a Director of the Company. |
||
|---|---|---|---|
| 6. | To re-elect Anne Farlow as a Director of the Company. |
||
| 7. | To re-elect Bronwyn Curtis as a Director of the Company. |
||
| 8. | To re-elect Richard Wohanka as a Director of the Company. |
||
| 9. | To authorise the Company in accordance with Section 315 of The Companies (Guernsey) Law, 2008 (as amended) (the Law) (subject to the Dutch Act on Financial Markets Supervision (Wet op het financieel toezicht), the UK Listing Rules and the rules promulgated thereunder and all other applicable legislation and regulations) to make market acquisitions (as defined in the Law) of its Public Shares in issue from time to time in accordance with the provisions stated in the Notice of AGM. |
||
| 10. | To approve the disapplication of the pre-emption rights contained in the Company's articles of incorporation so that the Board has the authority to allot and issue (or sell from treasury) up to 20,044,933 Public Shares (being equivalent to 10 per cent. of the Public Shares in issue (excluding shares held in treasury) as at the latest practicable date prior to the date of publication of the Notice of AGM) and up to 516,022 Management Shares (being equivalent to 10 per cent. of the Management Shares in issue as at the latest practicable date prior to the date of publication of the Notice of AGM). |
Holders of the Special Voting Share and Management Shares are not permitted to vote on resolutions 4 and 9.
To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the relevant "Withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the AGM.
| INDIVIDUALS | ENTITIES | ||
|---|---|---|---|
| _________ Signature |
_________ Print Name of Entity |
||
| _________ | By: ____ |
||
| Print Name | Authorized Signatory | ||
| ____ | |||
| Date: | Print Name and Title | ||
| Date: |
Elysium Fund Management Limited 1st Floor Royal Chambers St. Julian's Avenue St. Peter Port Guernsey GY1 3JX
Attention: Joanna Duquemin Nicolle
or not less than 48 hours before (excluding weekends and bank holiday in Guernsey) the date and time for holding any adjourned meeting.
FOR USE BY SHAREHOLDERS HOLDING PUBLIC SHARES AT THE ANNUAL GENERAL MEETING OF PERSHING SQUARE HOLDINGS, LTD. (THE COMPANY) CONVENED FOR 12.00 P.M. (BST) (1.00 P.M. CENTRAL EUROPEAN SUMMER TIME) ON 27 APRIL 2020 (THE AGM), AND AT ANY ADJOURNMENT THEREOF
I/WE ..................................................................................................... (Block Letters) OF ........................................................................................................ (Block Letters) being (a) Shareholder(s) of the Company, hereby appoint the Chairman of the AGM *or NAME .................................................................................................. (Block Letters) ADDRESS ........................................................................................... (Block Letters)
as my/our proxy to vote for me/us on my/our behalf, as directed below on the resolutions proposed to be adopted at the AGM of the Company.
* Important: If you wish to appoint as proxy any person other than the Chairman of the AGM, the name and address of such person must be inserted in the relevant place and reference to the Chairman of the AGM must be deleted and the amendment initialled.
I/WE direct the proxy to vote on the resolutions as follows:
| FOR | AGAINST | WITHHELD | ||
|---|---|---|---|---|
| 1. | To receive the audited accounts, the Directors' report and the Auditors' report for the year ended 31 December 2019. |
|||
| 2. | To re-appoint Ernst & Young LLP, who have indicated their willingness to continue in office, as auditor (the Auditor) of the Company from the conclusion of this AGM until the conclusion of the next annual general meeting. |
|||
| 3. | To authorise the Directors to determine the remuneration of the Auditor. |
|||
| 4. | To re-elect Nicholas Botta as a Director of the Company. |
|||
| 5. | To re-elect Richard Battey as a Director of the Company. |
|||
| 6. | To re-elect Anne Farlow as a Director of the Company. |
|||
| 7. | To re-elect Bronwyn Curtis as a Director of the Company. |
| 8. | To re-elect Richard Wohanka as a Director of the Company. |
||
|---|---|---|---|
| 9. | To authorise the Company in accordance with Section 315 of The Companies (Guernsey) Law, 2008 (as amended) (the Law) (subject to the Dutch Act on Financial Markets Supervision (Wet op het financieel toezicht), the UK Listing Rules, the Market Abuse Regulation and the rules promulgated thereunder, and all other applicable legislation and regulations) to make market acquisitions (as defined in the Law) of its Public Shares in issue from time to time in accordance with the provisions stated in the Notice of AGM. |
||
| 10. | To approve the disapplication of the pre emption rights contained in the Company's articles of incorporation so that the Board has the authority to allot and issue (or sell from treasury) up to 20,044,933 Public Shares (being equivalent to 10 per cent. of the Public Shares in issue (excluding shares held in treasury) as at the latest practicable date prior to the date of publication of the Notice of AGM) and up to 516,022 Management Shares (being equivalent to 10 per cent. of the Management Shares in issue as at the latest practicable date prior to the date of publication of the Notice of AGM). |
To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the relevant "Withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the AGM.
| INDIVIDUALS | ENTITIES | |
|---|---|---|
| _________ Signature |
_________ Print Name of Entity |
|
| _________ | By: ____ |
|
| Print Name | Authorized Signatory | |
| ____ | ||
| Print Name and Title | ||
| Date: | Date: |
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