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3i Group PLC Proxy Solicitation & Information Statement 2012
4732_agm-r_2012-05-25_26b5b353-9060-48a6-8d00-5cf1bf669fdc.pdf
Proxy Solicitation & Information Statement
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Electronic website communication
3i
Report and accounts 2012 available online
Dear Sir/Madam
This letter has been sent to advise you that you can view a copy of the 3i Group plc Report and accounts 2012 on the 2012 Reporting Centre of the 3i Investor relations website at http://reportingcentre.3igroup.com/2012
For your convenience, in respect of the upcoming Annual General Meeting, please find enclosed the Notice of AGM 2012 and proxy card.
If you would prefer to receive an email rather than a letter such as this in future, you can register with the Company's Registrar, Equiniti, at www.shareview.co.uk/clients/3isignup and complete your details.
Benefits of electronic and website communication are:
- quick and easy access;
- it's more environmentally friendly;
- it's more cost effective; and
- you'll find additional information, such as in-depth case studies and a greater breakdown of the portfolio.
Yours faithfully
Kevin Dunn Company Secretary
To view the Report and accounts 2012 please go to: http://reportingcentre.3igroup.com/2012
To register online please go to: www.shareview.co.uk/clients/3isignup
If you would prefer to receive printed copies of our Report and accounts in future, please write to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.
3i Group plc 16 Palace Street London SW1E 5JD
Company number: 1142830
.
- 3i Group plc Annual General Meeting Proxy form for voting
When you have completed and signed this form, please return it by placing it in the envelope provided, which is addressed to "FREEPOST NAT 15582, Equiniti, Aspect House, Spencer Road, LANCING, BN99 6LT" (no stamp is required). Please post your form by 22 June 2012 to ensure it arrives in time. To be valid, this form must be received at Equiniti no later than 10.30 am on 27 June 2012.
Voting ID
Task ID
Reference number
Voting electronically You can now appoint a proxy and give voting instructions electronically at www.sharevote.co.uk using the above numbers.
See overleaf for notes to assist you in completing your proxy form.
I/We hereby appoint the Chairman of the Meeting or
Name
as my/our proxy to attend and to vote on my/our behalf at the Annual General Meeting of 3i Group plc to be held at 10.30 am on 29 June 2012 and at any adjournment of the Meeting.
Please fold here
The Board recommends you vote FOR resolutions 1 to 20
| Resolutions | For | Against | Abstain |
|---|---|---|---|
| 1 To receive and consider the Company's Accounts for the year to 31 March 2012 and the Directors' and Auditors' reports. | ☐ | ☐ | ☐ |
| 2 To approve the Directors' remuneration report for the year to 31 March 2012. | ☐ | ☐ | ☐ |
| 3 To declare a dividend. | ☐ | ☐ | ☐ |
| 4 To reappoint Mr J P Asquith as a Director of the Company. | ☐ | ☐ | ☐ |
| 5 To reappoint Mr S A Borrows as a Director of the Company. | ☐ | ☐ | ☐ |
| 6 To reappoint Mr A R Cox as a Director of the Company. | ☐ | ☐ | ☐ |
| 7 To reappoint Mr R H Meddings as a Director of the Company. | ☐ | ☐ | ☐ |
| 8 To reappoint Mr W Mesdag as a Director of the Company. | ☐ | ☐ | ☐ |
| 9 To reappoint Sir Adrian Montague as a Director of the Company. | ☐ | ☐ | ☐ |
| 10 To reappoint Ms M G Verluyten as a Director of the Company. | ☐ | ☐ | ☐ |
| 11 To reappoint Mrs J S Wilson as a Director of the Company. | ☐ | ☐ | ☐ |
| 12 To reappoint Ernst & Young LLP as Auditors of the Company. | ☐ | ☐ | ☐ |
| 13 To authorise the Board to fix the Auditors' remuneration. | ☐ | ☐ | ☐ |
| Resolutions | For | Against | Abstain |
| --- | --- | --- | --- |
| 14 To renew the authority to incur political expenditure. | ☐ | ☐ | ☐ |
| 15 To renew the authority to allot shares. | ☐ | ☐ | ☐ |
| 16 To authorise amendments to the Company's Articles of Association. | ☐ | ☐ | ☐ |
| 17 To renew the section 561 authority. | ☐ | ☐ | ☐ |
| 18 To renew the authority to purchase own ordinary shares. | ☐ | ☐ | ☐ |
| 19 To renew the authority to purchase own B shares. | ☐ | ☐ | ☐ |
| 20 To resolve that General Meetings (other than AGMs) may be called on not less than 14 clear days' notice. | ☐ | ☐ | ☐ |
The Board recommends you vote AGAINST resolutions 21 and 22
| 21 Requisitionists' resolution: To change the Company's investment policy while the Company's shares are trading at a discount to net asset value. | ☐ | ☐ | ☐ |
|---|---|---|---|
| 22 Requisitionists' resolution: To resolve that the Company brings forward proposals for management incentivisation and reduction of total expense ratio. | ☐ | ☐ | ☐ |
+
Signature(s)
Date
0931-056-s
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AGM admission card/poll card
If you will be attending the 3i Group plc Annual General Meeting, please bring this Admission Card/Poll Card with you
If you attend the Annual General Meeting, please bring this card with you and present it at the Registration desk. It will help you gain admission as quickly as possible. Please note the Annual General Meeting is a private meeting for shareholders, proxies and duly authorised representatives. Non-shareholders, including spouses and partners, are not entitled to admission to the Meeting. A disabled shareholder may, however, be accompanied and the person accompanying them need not be a shareholder.
The Annual General Meeting is being held at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE.
The Annual General Meeting will start at 10.30 am on 29 June 2012. Doors open for registration from 9.45 am when coffee, tea and biscuits will be served.
Overleaf is your poll card.
Notes to assist you in completing your proxy form
3i
Your rights
Members of 3i Group plc entered on the Company's ordinary share register at 6.00 pm on 27 June 2012 are entitled to attend and vote at the Annual General Meeting ("AGM"). If you are no longer on the Company's Register of Members at that time, you will not be entitled to attend. If you attend in person, you do not need to complete a proxy form.
What is a "proxy"?
If you cannot or do not wish to attend the AGM, you may appoint someone else to attend for you. That person is known as a "proxy". You may appoint more than one proxy provided each proxy is appointed to exercise the rights attached to a different share or shares held by you. A proxy need not be a member of the Company.
Voting
If you attend the AGM, you may speak and vote at it. If you appoint a proxy, that person can attend, speak and vote on your behalf. If you wish your proxy to vote in a particular way, insert an X in the relevant "For", "Against" or "Abstain" boxes shown on the proxy form. If you do not indicate how you wish your proxy to vote, your proxy will have the authority to vote or abstain as he/she thinks fit on the resolutions. Your proxy will have discretion to vote on any other business which may properly come before the AGM, unless you indicate otherwise. You should note that an abstain vote is not a vote in law and will not be counted in the calculation of the proportion of votes for and against the resolution.
Appointing a proxy
The proxy form makes provision for you to appoint the Chairman of the AGM as your proxy. If you wish to appoint someone else as your proxy, insert the name of that other person in the blank space provided and delete the words "the Chairman of the Meeting or". If you choose to appoint multiple proxies use a separate copy of this form for each proxy, and indicate after the proxy's name the number of shares in relation to which they are authorised to act. A proxy must attend the AGM in order to vote on your behalf. Returning the proxy form will not prevent you from attending and voting at the AGM in place of your proxy or proxies.
Signing the form on your behalf
If someone signs the proxy form on your behalf, you or that person must send with it the authority under which the form is signed. Where the person appointing the proxy is a company, the form must be executed either under seal or under the hand of an officer, attorney or other person authorised to sign on behalf of the company.
AGM poll card
The Board recommends you vote FOR resolutions 1 to 20
| Resolutions | For | Against | Abstain |
|---|---|---|---|
| 1 To receive and consider the Company's Accounts for the year to 31 March 2012 and the Directors' and Auditors' reports. | ☐ | ☐ | ☐ |
| 2 To approve the Directors' remuneration report for the year to 31 March 2012. | ☐ | ☐ | ☐ |
| 3 To declare a dividend. | ☐ | ☐ | ☐ |
| 4 To reappoint Mr J P Asquith as a Director of the Company. | ☐ | ☐ | ☐ |
| 5 To reappoint Mr S A Borrows as a Director of the Company. | ☐ | ☐ | ☐ |
| 6 To reappoint Mr A R Cox as a Director of the Company. | ☐ | ☐ | ☐ |
| 7 To reappoint Mr R H Meddings as a Director of the Company. | ☐ | ☐ | ☐ |
| 8 To reappoint Mr W Mesdag as a Director of the Company. | ☐ | ☐ | ☐ |
| 9 To reappoint Sir Adrian Montague as a Director of the Company. | ☐ | ☐ | ☐ |
| 10 To reappoint Ms M G Verluyten as a Director of the Company. | ☐ | ☐ | ☐ |
| 11 To reappoint Mrs J S Wilson as a Director of the Company. | ☐ | ☐ | ☐ |
| 12 To reappoint Ernst & Young LLP as Auditors of the Company. | ☐ | ☐ | ☐ |
| 13 To authorise the Board to fix the Auditors' remuneration. | ☐ | ☐ | ☐ |
| Resolutions | For | Against | Abstain |
| --- | --- | --- | --- |
| 14 To renew the authority to incur political expenditure. | ☐ | ☐ | ☐ |
| 15 To renew the authority to allot shares. | ☐ | ☐ | ☐ |
| 16 To authorise amendments to the Company's Articles of Association. | ☐ | ☐ | ☐ |
| 17 To renew the section 561 authority. | ☐ | ☐ | ☐ |
| 18 To renew the authority to purchase own ordinary shares. | ☐ | ☐ | ☐ |
| 19 To renew the authority to purchase own B shares. | ☐ | ☐ | ☐ |
| 20 To resolve that General Meetings (other than AGMs) may be called on not less than 14 clear days' notice. | ☐ | ☐ | ☐ |
The Board recommends you vote AGAINST resolutions 21 and 22
| 21 Requisitionists' resolution: To change the Company's investment policy while the Company's shares are trading at a discount to net asset value. | ☐ | ☐ | ☐ |
|---|---|---|---|
| 22 Requisitionists' resolution: To resolve that the Company brings forward proposals for management incentivisation and reduction of total expense ratio. | ☐ | ☐ | ☐ |
Signature