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NUFORMIX PLC

Proxy Solicitation & Information Statement Mar 31, 2018

4941_agm-r_2018-03-31_f5dc6dea-77ba-441d-b136-15d1de18efce.pdf

Proxy Solicitation & Information Statement

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FORM OF PROXY

NUFORMIX PLC —ANNUAL GENERAL MEETING

To be held at 1.00 pm on Wednesday 19 September 2018 at the offices of Shakespeare Martineau, 6th floor, 60 Gracechruch Street, London, EC3V 0HR.

I/We hereby appoint the Chairman of the Meeting (see Note 2) or

Name of proxy Number of shares proxy is appointed over

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our Ordinary shares on my/our behalf at the Annual General Meeting of Nuformix plc to be held at 1.00 pm on Wednesday 19 September 2018 and at any adjournment of that meeting. I/we appoint my/our proxy to attend, speak and vote in the manner indicated below:

Please tick here if this proxy appointment is one of multiple appointments being made. For the appointment of more than one proxy, please refer to Note 2 overleaf.

Ordinary Resolutions: FOR AGAINST WITHHELD
1. Receive the Annual Financial Report
2. Approve the Directors' Remuneration Policy
3. Approve the Annual Report on Remuneration
4. To re-appoint David Tapolczay as a director
5. To re-appoint Daniel Gooding as a director
6. To re-appoint Joanne Holland as a director
7. To re-appoint John Lidgey as a director
8. To re-appoint Kirk Siderman-Wolter as a director
9. To re-appoint Christopher Blackwell as a director
10. To re-appoint haysmacintyre as auditor
11. Authorise the Directors to determine the auditor's fees
12. Authorise the Directors to allot shares
Special Resolutions:
13. Authorise the Directors to disapply pre-emption rights
14. Authorise the Company to purchase its own shares
15. Authorise calling a general meeting on 14 clear days' notice

Date ______________________________________________ Signature _________________________________________________

Name ________________________________________________________________

Address ______________________________________________________________________________________________________________

If you fail to select any of the given options, the proxy is authorised to vote (or abstain from voting) at their discretion on the specified resolutions.

To be effective, all proxy appointments must be lodged with the Company's Registrars by 1.00 pm on Monday 17 September 2018 (see Notes 9 and 10).

Note: You can also now access the 2018 Annual Report and Accounts and the AGM Notice by visiting www.nuformix.com

SEE NOTES TO THE FORM OF PROXY OVERLEAF

PLEASE INSERT INTO PRE-PAID ENVELOPE SUPPLIED

ATTENDANCE AT ANNUAL GENERAL MEETING

If you attend the Annual General Meeting, please bring this card with you as evidence of your right to be admitted.

NOTES

    1. Every shareholder has the right to appoint one or more proxies to exercise all or any of his rights to attend, speak and vote on his behalf at the meeting. A proxy need not be a member of the Company.
    1. You may appoint the Chairman of the meeting or anyone else to be your proxy at the AGM. You may 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 the Chairman as your sole proxy in respect of all of your ordinary shares, please complete any voting instructions and leave all other proxy appointment details blank.
  • To appoint a single proxy other than the Chairman in respect of all of your ordinary shares, delete the words "the Chairman of the meeting or" and insert the name of your proxy and complete any voting instructions.
  • To appoint more than one proxy you may photocopy the proxy form. Please indicate in the box next to the proxy holder's name, the number of shares in relation to which you authorise them to act as your proxy and complete any voting instructions. Please also indicate by ticking the box provided on the proxy form if the proxy instruction is one of multiple instructions being given. All forms of proxy should be signed and returned together in the same envelope. If the box next to the proxy holder's name is left blank, your proxy will be deemed to be authorised to vote all of your ordinary shares.
    1. Please indicate with an 'X' in the boxes provided how you wish your vote to be cast. Unless otherwise instructed, the person(s) appointed as your proxy will exercise their discretion as to how they vote or whether they abstain from voting on any particular resolution.
    1. The 'Withheld' option on the proxy form 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.
    1. Any alterations to this proxy form should be initialled.
    1. All forms of proxy must be signed, dated and returned to the Company's Registrar, Link Asset Services.
    1. In the case of joint holders, only one need sign this proxy form, but the vote of the senior 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. For this purpose seniority shall be determined by the order in which the names stand in the Company's register of members in respect of the joint holding.
    1. If the proxy form is signed by someone else on your behalf, evidence of their authority to sign must be returned with the proxy form. If the shareholder is a corporation, the proxy form must be executed under its common seal or signed by an officer or attorney or other person duly authorised by the corporation.
    1. To be valid, the proxy form (together with any authority under which it is executed or a copy of the authority certified notorially) must be received by the Company's Registrar, Link Asset Services, PXS, 34 Beckenham Road, Beckenham, BR3 4TU, by no later than 1.00 pm on 17 September 2018 or in the case of any adjournment by no later than 48 hours prior to the time fixed for the adjourned meeting.
    1. Please detach and return the completed proxy form to the address shown on the back of the form. Alternatively, you can return it in an envelope using the following address: FREEPOST PXS, 34 Beckenham Road, BR3 9ZA. Please note that delivery using this service can take up to 5 business days. A stamp is not required if posted in Great Britain, Channel Islands or Northern Ireland.
    1. If Link Asset Services receives more than one valid proxy form in respect of the same ordinary shares, they will accept the last one received. They cannot accept forms of proxy returned by fax.
    1. The CREST electronic proxy appointment service is available for this AGM. To use this service CREST members should transmit a CREST proxy instruction, utilising the procedures described in the CREST Manual, so as to reach the Company's Registrar, Link Asset Services, CREST participant ID RA10 by no later than 1.00 pm on 17 September 2018 or in the case of any adjournment by no later than 48 hours before the time fixed for the adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp generated by the CREST system) from which the issuer's agent is able to retrieve the message.
    1. To be entitled to attend, speak and vote at the AGM (and for the purpose of determining the number of votes you may cast), you must be entered on the Company's register of members as at close of business on 17 September 2018 or, if the meeting is adjourned, you must be entered on the register of members 48 hours before the time of any adjourned meeting.
    1. Corporate representatives must make themselves known to the Registrars before the start of the AGM.
    1. The completion and return of this proxy form will not preclude you from attending the AGM, speaking and voting in person. If you attend the AGM in person, your proxy appointment will automatically be terminated.

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