The 2018 Annual General Meeting of International Personal Finance plc will be held at 10.30 am on Friday, 4 May 2018 at Number Three Leeds City Office Park, Meadow Lane, Leeds, West Yorkshire, LS11 5BD.
If you wish to attend the meeting, please bring this card with you and hand it in on arrival. This will facilitate entry for shareholders. If you are unable to attend the meeting, you can appoint a proxy to attend the meeting and vote on your behalf. Details of how to appoint a proxy are set out in the Notes to the Notice of AGM.
You can submit your proxy electronically at www.myipfshares.com
Signature of Barcode: person attending |
Investor Code: |
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| INTERNATIONAL PERSONAL FINANCE plc – FORM OF PROXY – Please read the notes overleaf before completion |
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I/We, the undersigned, being (a) member(s) of International Personal Finance plc, hereby appoint Barcode: the Chairman of the Meeting (see notes 1 and 2) |
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Investor Code: |
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as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting Event Code: entitlement on my/our behalf as directed below at the annual general meeting of the Company to be held on 4 May 2018 at 10.30 am and at any adjournment thereof. I/We also authorise my/our proxy to vote (or refrain from voting) as he or she thinks fit in relation to any other matter which is properly put before the meeting. |
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| RESOLUTIONS – Please mark 'X' to indicate how you wish to vote (see notes 6 and 7) |
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| Resolutions 14 to 17 (inclusive) are proposed as special resolutions |
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1 To receive the Company's Annual Report and audited Financial Statements for the financial year ended |
For |
Against |
Vote Withheld |
10 To re-elect Cathryn Riley as a director of the Company |
For |
Against |
Withheld Vote |
31 December 2017 2 To receive and approve the Directors' Annual Remuneration Report for the year ended 31 December 2017 |
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11 To reappoint Deloitte LLP as the auditor of the Company 12 To authorise the Audit and Risk Committee to determine the auditor's remuneration |
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3 To declare a final dividend |
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13 To authorise the directors to allot shares in the Company pursuant to section 551 of the Companies Act 2006 |
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4 To re-elect Dan O'Connor as a director of the Company |
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14 To authorise the disapplication of pre-emption rights generally |
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5 To re-elect Gerard Ryan as a director of the Company 6 To re-elect Justin Lockwood as a director of the Company |
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15 To authorise the disapplication of pre-emption rights in relation to an acquisition or other capital investment |
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7 To re-elect Tony Hales as a director of the Company 8 To re-elect John Mangelaars as a director of the Company |
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16 To authorise the Company to purchase its own shares 17 To authorise the calling of any general meetings of the |
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9 To re-elect Richard Moat as a director of the Company |
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Company (other than AGMs) by notice of at least 14 clear days |
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If this proxy appointment is one of multiple appointments by the same shareholder, please place a 'X' in the box opposite (see note 3). To assist with arrangements, if you intend to attend the meeting in person, please place a 'X' in the box opposite. |
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Signature (see note 8) |
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Date |
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| Donnelley Financial Solutions, 538294 |
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A map and directions to International Personal Finance plc, Number Three Leeds City Office Park, Meadow Lane, Leeds, West Yorkshire, LS11 5BD are available on the Company's website at www.ipfin.co.uk.
The office is ten minutes' walk from Leeds railway station.
There is some on-site parking. If you would like to reserve a space please telephone the Company on 0113 285 6700.
EXPLANATORY NOTES:
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- Every shareholder who is entitled to attend and vote at the meeting has the right to appoint a(some) person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting.
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- If you wish to appoint as your proxy someone other than the Chairman of the Meeting, insert the name of your chosen proxy in the space provided in the box and delete the words "the Chairman of the Meeting" above. Where you appoint as your proxy someone other than the Chairman of the Meeting, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish for a proxy to make any comments on your behalf at the meeting, you will need to appoint someone other than the Chairman of the Meeting and give them the relevant instructions directly. If your proxy is being appointed in relation to part of your holding only, please enter in the box next to the proxy's name the number of shares in relation to which they are authorised to act as your proxy. If this box is left blank, they will be authorised in respect of your full voting entitlement.
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- To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Company's registrar, Link Asset Services, on 0871 664 0300 (calls cost 12p per minute plus your phone company's access charge. Lines are open 9.00 am-5.30 pm Monday-Friday) or you may copy this form. Please indicate in the box 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 relevant box if the proxy appointment is one of multiple appointments being made. Multiple proxy appointments should be returned together in the same envelope to the address in note 9 below. To appoint a proxy to vote using the internet, go to www.myipfshares.com. You will be asked to enter your Investor Code which can be found on this Form of Proxy or, alternatively, on your share certificate, dividend confirmation or other recent registrar's correspondence. No proxy may be authorised to exercise votes which any other proxy has been authorised to exercise.
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- To issue a proxy appointment or instruction using the CREST service, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is 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 RA10) by 10.30 am on 2 May 2018. 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 Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
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- The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35 (5) (a) of the Uncertificated Securities Regulations 2001.
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- Please mark 'X' in the relevant box overleaf to indicate how you wish to vote. In the absence of instructions, the person appointed proxy may vote or refrain from voting as he or she thinks fit on the specified resolutions and, unless instructed otherwise, the person appointed proxy may also vote or refrain from voting as he or she thinks fit on any other business (including amendments to resolutions) which may properly come before the meeting.
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- The "Vote Withheld" option is provided to enable you to refrain from voting on any particular resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes "For" and "Against" a resolution.
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- This form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. If the shareholder is a company, it may execute under its common seal or by the signature of an officer, attorney or other person authorised to sign it. In the case of joint holdings, any one holder may sign this form. The vote of the senior joint holder 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 in respect of the joint holding. The completion and return of this form will not preclude a shareholder from attending the meeting and voting in person.
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- To be valid, this form must be completed and lodged with the Company's registrar, Link Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF together with the power of attorney or other authority (if any) under which it is signed or a copy of such authority duly certified, by 10.30 am on 2 May 2018.
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