Proxy Solicitation & Information Statement • Dec 12, 2025
Proxy Solicitation & Information Statement
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15 That subject to the passing of resolution 14, the directors be generally empowered to
notice)
allot equity securities for cash as if section 561 did not apply (see
6 To re-elect Peter Birch as a director
(see notice)
| 7 | To re-elect Eamonn Flanagan as a director (see notice) |
16 That the Company be authorised to make market purchases of its own shares up to an aggregate number of 40,242,295 ordinary shares (see notice) |
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| 8 | To re-elect Fiona Fry as a director (see notice) |
17 That a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice |
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| 9 | To re-elect Margaret Hassall as a director (see notice) |
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| If you intend attending the meeting in person, please place a 'X' in the box opposite. | ||||
| Signature(s): Date: |
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| Notes to the Form of Proxy | ||||
| 1 | To appoint as a proxy a person other than the Chair of the meeting insert their full name in the space provided. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrars or you may photocopy this form. If you appoint more than one proxy, each proxy must be appointed to exercise the rights attached to a different share or shares held by you. Please indicate 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. Please also indicate by placing an "X" in the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. A proxy need not be a member of the Company. |
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| 2 | Unless otherwise indicated on the Form of Proxy, CREST or any other electronic voting instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting. |
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| 3 | This Form of Proxy must arrive not later than 48 hours before the time of the meeting at MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL during usual business hours accompanied by any power of attorney under which it is executed (if applicable). If you prefer, you may return the Form of Proxy to the Registrar in an envelope addressed to FREEPOST PXS 1. Please note that delivery using this service can take up to five business days. Shareholders residing outside of the United Kingdom should send this Form of Proxy to MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom. |
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| 4 | officer or attorney. | A corporation must execute the Form of Proxy under either its common seal or the hand of a duly appointed | ||
| 5 | amended or submitted in respect of a different account. | The Form of Proxy is for use in respect of the shareholder account specified overleaf only and should not be | ||
| 6 | The 'Vote Withheld' option is to enable you to abstain on any particular resolution. Such a vote is not a vote in law and will not be counted in the votes 'For' and 'Against' a resolution. |
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| 7 | Any alterations made to this Form of Proxy should be initialled. | |||
| 8 | In the case of joint holders, the signature of only one of the joint holders is required but, if more than one votes, the vote of the first named on the Register of Members will be accepted to the exclusion of the other |
joint holders.
| 9 | If more than one Form of Proxy is returned, either by paper or electronic communication, the proxy received last by the registrar before the latest time for the receipt of proxies (as set out in note 4) will take precedence. |
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| 10 If you have any questions about completing this form, please contact MUFG Corporate Markets by email at [email protected] or call them on Freephone 0371 664 0300 if calling from the UK or on +44 (0) 371 664 0300 if calling from outside the UK. Lines are open 9.00 am to 5.30 pm Monday to Friday. |
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