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REACH PLC

Proxy Solicitation & Information Statement Mar 24, 2017

4619_agm-r_2017-03-24_c7b21059-1e58-4cfb-adb7-9a56696088c2.pdf

Proxy Solicitation & Information Statement

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Trinity Mirror plc

Explanatory Notes

  • 1 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.
  • 2 You can appoint the Chairman 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.
  • To appoint the Chairman 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 Chairman, cross out only the words 'the Chairman 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.

  • 3 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.
  • 4 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.
  • 5 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 2 May 2017 or, if the meeting is adjourned, you must be entered on the register at 6.30 p.m. two days prior to the date of any adjourned meeting.
  • 6 Full details of the resolutions to be proposed at the AGM, with explanatory notes, are set out in the enclosed Notice of AGM.

  • 7 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.

  • 8 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.
  • 9 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.
  • 10 Any alterations to this Form of Proxy should be initialled.
  • 11 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.
  • 12 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.
  • 13 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.
  • 14 Please return the Proxy Form in the reply paid envelope provided. If you return the form in a different envelope please use the following address: Equiniti, Aspect House, Spencer Road, Lancing, BN99 8LU.
  • 15 Electronic Proxy Appointment ('EPA') is available for this meeting. To use this facility you must visit www. sharevote.co.uk where details of the procedure are shown. The Voting ID, Task ID and shareholder reference number shown overleaf will be required to complete the procedure. The EPA will not be valid if received after 11.30 a.m. on Tuesday, 2 May 2017 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 11.30 a.m. on 2 May 2017.

Admission Card

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

2017 Annual General Meeting ('AGM') of Trinity Mirror plc to be held at Museum of London Docklands, No.1 Warehouse, West India Quay, London E14 4AL on Thursday, 4 May 2017 at 11.30 a.m.

If you wish to attend the meeting

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

If you are unable to attend the meeting

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); electronically at www.sharevote.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 11:30 a.m. on Tuesday, 2 May 2017.

Address

Museum of London Docklands, No.1 Warehouse, West India Quay, London E14 4AL.

Public Transport

  • Underground Canary Wharf station on the Jubilee Line (approx. 5–10 mins walk).
  • DLR West India Quay. Buses D3, D7, D8, 277, D6, 15, 115, 135

AGM schedule

10.30 a.m. – Registration desks open. Refreshments will be available. 11.30 a.m. – The AGM starts and will be held in the Wilberforce Theatre, on the third floor.

Security

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

Trinity Mirror plc

Notice of Availability

2016 Annual Report and Accounts and Notice of 2017 Annual General Meeting

Important – please read carefully

The 2016 Report and Accounts and Notice of 2017 Annual General Meeting of Trinity Mirror plc are now available on the Company's website:

www.trinitymirror.com

Proxy Form

2017 Annual General Meeting of Trinity Mirror plc to be held at Museum of London Docklands, No.1 Warehouse, West India Quay, London E14 4AL on Thursday, 4 May 2017 at 11.30 a.m.

Trinity Mirror plc

Voting ID. Task ID. Shareholder reference number
I/WE HEREBY APPOINT the Chairman 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 AGM of Trinity Mirror plc to be held at 11.30 a.m. on Thursday, 4 May 2017 and at any adjournment thereof. I appoint my/our proxy to attend, speak* and vote* in the manner indicated below (see Note 3 overleaf).

Please indicate here with an 'X' if this Form of Proxy is one of multiple instructions being given; please refer to Note 2 overleaf.

Vote Vote
1 Receive the audited Report
and Accounts for the 53 weeks
For Against Withheld 12 To re-elect Mr Vijay Vaghela as a
director
For Against Withheld
ended 1 January 2017
together with the Directors' and
Auditors' Reports
13 Re-appoint Deloitte LLP as auditor
2 Approve the directors'
Remuneration Policy
14 Authorise the Audit & Risk
Committee acting on behalf of the
directors to determine
3 Approve the Annual remuneration of the auditor
Remuneration Report
4 Declare a final dividend of 3.35
15 Authority to allot shares
pence per ordinary share 16 Disapplication of pre-emption
5 To re-elect Mr Simon Fox as a
director
rights†
17 Further disapplication of pre
6 To re-elect Mr Lee Ginsberg as emption rights†
a director 18 Authority for the Company to
purchase own shares†
7 To re-elect Mr David Grigson
as a director
19 Authority under Part 14 of the
8 To re-elect Mr Steve Hatch as a
director
Companies Act 2006 to make
political donations
9 To re-elect Dr David Kelly as a
director
20 Notice period for general meetings
other than annual general
10 To re-elect Ms Helen
Stevenson as a director
meetings†
21 Approval of the Restricted Share
11 To re-elect Ms Olivia Streatfeild
as a director
Plan
† 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.

Date Signed

Please tear along dotted line

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