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Telecom Plus PLC

Proxy Solicitation & Information Statement Jul 4, 2025

5294_agm-r_2025-07-04_a2b53dbf-b04c-4f5c-9d61-6ba670bd72f4.pdf

Proxy Solicitation & Information Statement

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FORM OF PROXY TELECOM PLUS PLC – ANNUAL GENERAL MEETING WEDNESDAY 6 AUGUST 2025 AT 12.00 NOON

I/We Please complete in
capitals using the
exact name and
Of address details
printed on your
address label
being a registered holder(s) of Ordinary Shares of Telecom Plus PLC (the "Company"), hereby appoint the Chairman of the meeting (see notes 4 and

5 overleaf) or

as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held on 6 August 2025 at 12.00 noon and at any adjournment thereof, on the following resolutions as indicated by an 'X' in the appropriate box, and on any other resolutions as he thinks fit:

RESOLUTION For Against Withheld RESOLUTION For Against Withheld
1 To receive the Report and
Accounts for the year ended 31
March 2025.
11 To re-elect Bindiya Karia as a director.
2 To approve the Directors'
Remuneration Report for the
year ended 31 March 2025.
12 To re-appoint KPMG as auditor.
3 To approve the Telecom Plus
PLC SAYE Plan 2025.
13 To authorise the Directors to determine
the auditor's remuneration.
4 To declare a final dividend of
57.0p per ordinary share.
14 To authorise Company to make market
purchases of its own shares*
5 To re-elect Charles Wigoder as
a director.
15 To authorise the Directors to allot
shares pursuant to section 551 of the
Companies Act 2006.
6 To re-elect Stuart Burnett as a
director.
16 To authorise the Directors to allot
shares as if section 561 of the
Companies Act 2006 did not apply*
7 To re-elect Nicholas Schoenfeld
as a director.
17 To authorise the Directors to allot
additional shares as if section 561 of the
Companies Act 2006 did not apply*
8 To re-elect Andrew Blowers as
a director.
18 To authorise the Company and its
subsidiaries to make political donations
and incur political expenditure.
9 To re-elect Suzanne Williams as
a director.
19 To authorise holding general meetings
(other than the AGM) on 14 clear days'
notice*
10 To re-elect Carla Stent as a
director.

*Special resolution

SIGNATURE DATE

DATE

PLEASE SEE GUIDANCE NOTES OVERLEAF NOTES

    1. To be valid, proxy appointments must be returned to the Company by one of the following methods:
    2. (a) in hard copy form by post using the envelope provided, by courier or by hand to the Company's Registrar: MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington
    3. Street, Leeds LS1 4DL. Alternatively, you can submit your proxy appointment electronically using Signal Shares or the VOTE+ app as described in the Notice of Meeting; or (b) in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in notes 5 to 7 of the Notice of AGM, and in each case must be received by the Company not less than 48 hours before the time fixed for the meeting and no account shall be taken of a day that is not a working day. If someone else signed the form on your behalf, you or that person must send the power of attorney or other written authority under which it is signed to the address overleaf so that it is received not less than 48 hours before the time fixed for the meeting and no account shall be taken of a day that is not a working day: or
  • (c) Via Proxymity, as described within the Notice of Meeting. 2. A corporation must execute this form either under its common seal or under the hand of an officer or attorney duly authorised in writing.
    1. Corporate representatives must make themselves known to the Company prior to the start of the meeting.
    1. This form enables you to instruct your proxy how to vote, whether on a show of hands or on a poll, on the resolutions to be proposed at the meeting. If you want your proxy to vote in a certain way on the resolutions specified please place an 'X' in the relevant boxes. If you have failed to select any of the given options your proxy can vote as he or she chooses or can decide not to vote at all. The proxy can also do this on any other resolution that is put to the meeting. The 'Vote Withheld' option is provided to enable you to abstain 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. 5. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the meeting, provided each proxy is appointed to exercise rights in respect of different shares. The appointment of the chairman as proxy has been included for convenience. If you wish to appoint any other person or persons as proxy or proxies delete the words "the chairman of the meeting" and add the name and address of the proxy or proxies appointed. If you do not delete such words and you appoint a proxy or proxies, the chairman shall not be entitled to vote as proxy. If your proxy is being appointed in relation to less than your full voting entitlement, the number of shares in respect of which each such proxy is to vote must be specified. In the absence of any specific direction, a proxy shall be deemed to be
  • entitled to vote in respect of all the shares in the relevant holding. 6. To appoint more than one proxy, additional proxy forms may be obtained by contacting the Company's Registrar or you may photocopy this form. The number of shares in respect of which each such proxy is to vote must be specified on the relevant form.
    1. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated and the vote of the senior 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 will be determined by the order in which the names stand in the register of members in respect of the shares.
    1. Only holders of Ordinary Shares entered on the register of members of the Company at close of business on 4 August 2025 shall be entitled to vote at the meeting or at any such adjournment thereof.

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