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Drax Group PLC

Proxy Solicitation & Information Statement Mar 28, 2025

4844_agm-r_2025-03-28_5a097638-f73c-4aaa-abc1-9f901f93c45a.pdf

Proxy Solicitation & Information Statement

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Attendance card for the Annual General Meeting

The 2025 Annual General Meeting of Drax Group plc is to be held at 10.00am on Thursday 1 May 2025 at 200 Aldersgate, St. Paul's, London EC1A 4HD. Please detach and retain this attendance card and bring it with you if you come along to the Annual General Meeting to show as evidence of your right to be admitted. Please bring with you a driving licence, passport, or other form of photo ID. If you do not have your attendance card, you may be asked to provide two forms of identity (which may require photo identity and verification of your address). If you have been appointed as proxy for a shareholder entitled to vote, please let the admission staff know. You should bring proof of identity with you, and you will be asked to confirm the details of the shareholder you are representing.

Do not post this section with the Form of Proxy.

Shareholder Reference Number (SRN):

Signature of person attending:

Form of Proxy – Drax Group plc

Voting ID Task ID Shareholder Reference Number (SRN)

+

SHAREHOLDERS ARE ENCOURAGED TO SUBMIT THEIR PROXY VOTING INSTRUCTIONS IN ADVANCE OF THE MEETING

Please refer to the notes on the attached page and the explanatory notes in the accompanying Notice of Annual General Meeting before completing this form.

I/We hereby appoint the Chair of the Annual General Meeting 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 Drax Group plc (the Company) to be held at 10.00am on Thursday 1 May 2025 and at any adjournment thereof. I 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: (see Note 2).

You may register the appointment of a proxy electronically by logging onto www.sharevote.co.uk and using the reference numbers above or, if you have previously registered with the Company's Registrar's online portfolio service Shareview, you can register the appointment at www.shareview.co.uk.

Resolutions For Vote
Against
Withheld
1
To receive the Annual Report and Accounts.
2 To approve the annual statement to shareholders by the Chair of the
Remuneration Committee and the Annual Report on Remuneration.
3
To approve the final dividend.
4
To elect Rob Shuter as a Director of the Company.
5
To re-elect Andrea Bertone as a Director of the Company.
6
To re-elect Will Gardiner as a Director of the Company.
7
To re-elect Andy Skelton as a Director of the Company.
8
To re-elect John Baxter as a Director of the Company.
9
To re-elect Nicola Hodson as a Director of the Company.
10 To re-elect Kim Keating as a Director of the Company.
11 To re-elect David Nussbaum as a Director of the Company.
12 To re-elect Erika Peterman as a Director of the Company.
13 To re-appoint PricewaterhouseCoopers LLP as auditor.
14 Authority for the Directors to determine the auditor's remuneration.
15 Authority to make political donations to specified limits.
16 Authority to allot shares.
17 Authority to make non pre-emptive share allotments.*
18 Additional disapplication of pre-emption rights.*
19 Authority to purchase own shares.*
20 Authority to call a General Meeting on not less than 14 days' notice.*
* special Resolution

Signature Date

..............................................................................................................................................................................

purpur U18 bədən qalında çıxırların mərkəzi vardırılmışdır. Bu məşğulların mərkəzi və başların mərkəzi və başların mərkəzi və başların mərkəzi və qalınmışdır. Bu mərkəzi və qalınmışdır ער מענט מענט געבודע מענט אין דער מענט אין דער מענט אין דער מענט אין דער מענט אין דער מענט אין דער מענט אין דער מען אין דער מענט אין דער מען אין דער מען אין דער מען אין דער מ əsnoq təsdəy Epuinit

Notes

  • 1 Only holders of ordinary shares, or their duly appointed representatives, are entitled to vote at the meeting. A shareholder so entitled may appoint (a) proxy(ies), who need not be (a) shareholder(s), to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. Unless otherwise instructed, the person appointed as proxy will exercise their discretion as to how they vote or whether they withhold a vote on any particular Resolution and on any other business (including amendments to Resolutions and any procedural business), which may come before the Annual General Meeting (AGM).
  • 2 You can appoint the Chair of the AGM 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 the Chair as your sole proxy in respect of all your ordinary shares, complete any voting instructions but leave all other proxy appointment details blank.
    • To appoint a single proxy in respect of all your ordinary shares other than the Chair, delete only the words "the Chair of the Annual General Meeting" and insert the name of your proxy (who need not be a shareholder of the Company) and complete any voting instructions.
    • To appoint more than one proxy, (an) additional Form(s) of Proxy may be obtained by contacting the Registrar or you may photocopy the Form of Proxy. 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 Form of Proxy if the proxy instruction is one of multiple instructions being given. All Forms of Proxy should be 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 in respect of all your ordinary shares.

  • 3 The Form of Proxy gives your proxy full rights to attend, speak and vote at the AGM.
  • 4 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 their discretion as to how they vote or whether they abstain from voting on any particular Resolution and on any other business (including amendments to Resolutions and any procedural business), which may come before the AGM.
  • 5 The 'Vote withheld' boxes are provided to enable you to abstain from voting on any particular Resolution. You should note, however, that a 'Vote withheld' is not a vote in law and will not be counted in determining the proportion of votes cast 'For' and 'Against' a Resolution on a poll.

6 Paper Forms of Proxy must be received at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, not later than 48 hours before the AGM to be effective (i.e. before 10.00am on Tuesday 29 April 2025). If the Form of Proxy is signed by someone else on your behalf, his or her authority to sign must be returned with the Form of Proxy. In the case of a corporation, the appointment of a proxy must be executed either under its common seal or by a duly authorised officer or agent. In the case of joint holders, any holder may sign. The vote of a more senior joint holder on the register of members (Register) will be accepted to the exclusion of a junior joint holder. For this purpose, the order in which the names of the joint holders are recorded in the Register will determine seniority (the first-named being deemed the most senior).

Electronic Proxy Appointment (EPA) is also available for the AGM. To use this facility, visit www.sharevote.co.uk where details of the procedure are shown. The Voting ID, Task ID and Shareholder Reference Number shown on the Form of Proxy will be required to complete the procedure. Alternatively, if you have previously registered with the Company's Registrar's online portfolio service Shareview, you can register the appointment at www.shareview.co.uk. EPA will not be valid if received after 10.00am on Tuesday 29 April 2025 (the Specified Time) and will not be accepted if found to contain a computer virus.

  • 7 Only those shareholders registered on the Register at 6.30pm on Tuesday 29 April 2025 (the Specified Time) (or if the meeting is adjourned to a time more than 48 hours after the Specified Time, 6.30pm on the date which is two days (excluding non-business days) prior to the time of the adjourned meeting) shall be entitled to vote at the AGM in respect of the number of shares registered in their respective names at that time. Changes to entries on the Register after the relevant deadline shall be disregarded in determining the rights of any person voting at the AGM. Full details of the Resolutions to be proposed at the AGM, with explanatory notes, are set out in the enclosed Notice of AGM. A copy of the Notice of AGM can also be found on the website at www.drax.com.
  • 8 Information on voting electronically via the internet or through CREST is contained in the notes to the Notice of AGM.
  • 9 Any alterations to this Form of Proxy should be initialled.

Further information about the AGM

If you would like to attend the meeting electronically, please follow the instructions on pages 16 and 17 of the Notice of AGM. You will require the following details:

Meeting ID: 154-442-475

Username: Shareholder Reference Number (SRN) PIN: First two and last two digits of your SRN

To watch and listen to the presentation and submit questions in writing, you will need to log in to the meeting via the website https://web.lumiagm.com. You will need the Meeting ID, your Username (SRN) and PIN.

If you plan to participate in the meeting as a proxy or corporate representative, please contact our Registrar, Equiniti, by emailing [email protected]. Your unique SRN and PIN, which is required to access the meeting, will be provided once a valid proxy appointment or letter of representation has been received.

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