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Mobico Group PLC (formerly: National Express Group)

Proxy Solicitation & Information Statement Apr 29, 2025

5287_agm-r_2025-04-29_f641ac29-a63b-4b1d-9943-296747ed3799.pdf

Proxy Solicitation & Information Statement

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Attendance card 2025 Annual General Meeting

Notice of Availability – 2024 Annual Report and Notice of 2025 AGM You can access the 2024 Annual Report by visiting this website: www.mobicogroup.com/ar24 You can also access the Notice of 2025 AGM by visiting this website: www.mobicogroup.com/agm

Notice of Deadline for receipt of proxies Please note the deadline for receiving proxies is 2.30pm on Thursday 5 June 2025.

SHAREHOLDER

REFERENCE NUMBER <<Shareholder

BARCODE

The 2025 Annual General Meeting will be held in the Bevan Suite at BMA House, British Medical Association, Tavistock Square, London WC1H 9JP at 2.30pm on Monday, 9 June 2025.

If you are attending the Meeting in person, please follow the directions on page 15 of the Notice of 2025 AGM and bring this card with you, duly signed, and hand it in at the shareholder registration desk on arrival

Capacity attending (please tick appropriate box)

For own shareholding
As proxy
Signature

Form of Proxy: 2025 Annual General Meeting

SHAREHOLDER REFERENCE NUMBER

<<Shareholder Ref

Please read the accompanying Notice of 2025 Annual General Meeting and the notes for this Form of Proxy before completing it.
I/We, being (a) shareholder(s) of Mobico Group PLC, hereby appoint the Chair of the Meeting or
Number
of shares
and at any adjournment of that meeting.
Please tick here if this proxy appointment is one of multiple appointments being made 
Please indicate your vote by marking the appropriate boxes below with a 
Your Board recommends you vote in favour of Resolutions 1 to 19 (inclusive).
as my/our proxy to attend, speak and vote on my/our behalf at the Annual General Meeting of the Company to be held on Monday 9 June 2025 at 2.30pm
Resolutions For Against Withheld
Vote
Resolutions For Against Withheld
Vote
1. To receive the 2024 Accounts and Reports thereon 12. To authorise the Directors to determine the auditor's
2. To approve the Annual Report on Remuneration remuneration
13. To approve the 2025 Long Term Incentive Plan
3. To elect Phil White as a Director 14. To authorise political donations and expenditure
4. To re-elect Jorge Cosmen as a Director 15. To authorise the Directors to allot shares
5. To re-elect Enrique Dupuy de Lome Chávarri as a Director 16. To disapply pre-emption rights on the allotment of shares
6. To re-elect Carolyn Flowers as a Director and sale of treasury shares for cash for general purposes
7. To re-elect Ignacio Garat as a Director 17. To disapply pre-emption rights on the allotment of shares
and sale of treasury shares for cash in connection with a
8. To re-elect Karen Geary as a Director specific acquisition or capital investment
9. To re-elect Nigel Pocklington as a Director 18. To authorise the Company to purchase its own shares
10. To re-elect Ana de Pro Gonzalo as a Director 19. To approve the calling of General Meetings (other than
Annual General Meetings) on 14 clear days' notice

See reverse for Explanatory notes for the Form of Proxy

  1. To re-appoint Deloitte LLP as the Company's auditor

Explanatory notes for the Form of Proxy

    1. The full text of the Resolutions and explanatory notes in respect of them are contained in the Notice of 2025 AGM.
    1. The Directors recommend you vote in favour of Resolutions 1 to 19 inclusive.
    1. To be valid, this Form must be signed, dated and received by the Company's Registrar, Equiniti, by not later than 2.30pm on Thursday 5 June 2025.
    1. The completed Form should be detached along the perforated lines and returned to our Registrar using the prepaid card on the reverse of the proxy card. Alternatively, if you prefer, you may return the Form in an envelope. Please send it to: FREEPOST RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing, BN99 8LU.
    1. A proxy does not need to be a shareholder of the Company. To appoint as your proxy a person other than the Chair of the Meeting, insert their full name in the box. If you sign and return this Form with no name inserted in the box, the Chair of the Meeting will be appointed as your proxy. Your proxy will use their discretion as to how to vote on any Resolution on which you have not given specific instructions and on any other business transacted at the Meeting. Appointing a proxy does not preclude you from attending and voting in person at the Meeting.
  • You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. To appoint more than one proxy, additional Forms may be obtained by contacting our Registrar, Equiniti, using one of the methods listed under the "I am a shareholder" section on the following website: https://www.shareview.co.uk/4/Info/Portfolio/default/en/ home/ help/Pages/Help.aspx

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. If you do not indicate the number of shares in respect of which a proxy is being appointed, the proxy will be authorised in respect of your full shareholding. All Forms must be returned in the same envelope.

    1. The 'Vote withheld' option is provided to enable you to abstain on any particular Resolution. It should be noted that a vote withheld is not a vote in law and will not be counted as a vote 'For' or 'Against' a Resolution.
    1. If a shareholder is a company, this Form must be executed under its common seal or be signed by a duly authorised officer, representative or attorney whose capacity must be stated.
    1. Any joint shareholder may vote in respect of the joint holding but, where more than one is present in person or by proxy at the Meeting, the first named in the share register shall alone be entitled to vote.

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Freepost RTHJ-CLLL-KBKU Equiniti Aspect House Spencer Road LANCING BN99 8LU Freepost RTHJ-CLLL-KBKU Equiniti Aspect House Spencer Road LANCING BN99 8LU

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