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Admiral Group PLC

Proxy Solicitation & Information Statement Apr 1, 2011

5227_agm-r_2011-04-01_7a8bc9c9-b482-4675-b5c4-bdc41bbbad44.pdf

Proxy Solicitation & Information Statement

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Admiral Group Plc

FORM OF PROXY

For use at the Annual General Meeting of the Company to be held at Cardiff City Hall, Cathays Park, Cardiff, CF10 3ND, Wales on Friday 6 May 2011 at 2.00pm

Please tick here if this proxy appointment is one of multiple appointments being made (see Explanatory Note 2 below)

Please read the Notice of the Meeting and the accompanying explanatory notes for this Proxy Form carefully before completing this Proxy Form

I/We ..................…………………………………………………………………………………………of .........………………………………………………………………………being a shareholder(s) of the above-named Company,

appoint the Chairman of the Meeting (see Explanatory Note 2 below) or ………………………………………………….…………….. to act as my/our proxy to exercise all or any of my/our rights to attend, speak and vote for me/us and on my/our behalf as directed below at the Annual General Meeting of the Company and at every adjournment thereof.

Please indicate with an 'X' in the spaces below how you wish you vote to be cast. If no indication is given your proxy will vote for or against the resolutions or abstain from voting as he thinks fit.

Re
lut
ion
so
s
Fo
r
Ag
ain
st
Ab
in
sta
Fo
r
Ag
ain
st
Ab
in
sta
1. To
eiv
e th
f th
e D
irec
d A
udi
ted
ts o
tors
nts
rec
e re
por
an
ac
cou
11. To
lec
t M
t Jo
hns
(
No
n-E
utiv
e D
irec
tor)
a D
irec
of
tor
re-e
arg
are
on
xec
as
Co
the
mp
any
2. To
e th
e D
irec
' R
rati
tors
ort
app
rov
em
une
on
rep
12. To
lec
t Lu
Ke
llaw
(
No
n-E
utiv
e D
irec
tor)
a D
irec
of t
he
tor
re-e
cy
ay
xec
as
Co
mp
any
3. To
dec
lare
the
Fin
al D
ivid
end
13. To
lec
t Jo
hn
Sus
s (
No
n-E
utiv
e D
irec
tor)
a D
irec
of t
he
tor
re-e
sen
xec
as
Co
mp
any
4. ct C
To
ele
olin
Ho
lme
s (
No
n-E
utiv
e D
irec
tor)
Dir
ect
f th
xec
as
a
or o
e
Co
mp
any
14. To
lec
t M
anf
red
Al
dag
(
No
n-E
utiv
e D
irec
tor)
a D
irec
tor
of t
he
re-e
xec
as
Co
mp
any
5. (
tor)
To
lec
t A
las
tair
Ly
No
n-E
utiv
e D
irec
a D
irec
tor
and
re-e
ons
xec
as
Ch
Co
airm
of t
he
an
mp
any
15. To
int
KP
MG
Au
dit
lc a
s A
udi
of
the
Co
tors
re-a
ppo
p
mp
any
6. To
lec
t H
Eng
elh
ard
t (
Exe
ive
Di
tor)
a D
irec
of t
he
cut
tor
re-e
enr
y
rec
as
Co
mp
any
16. G A
To
aut
hor
ise
the
Di
tors
to
det
ine
the
atio
f K
PM
udi
t p
lc
rec
erm
re
mu
ner
n o
7. To
lec
t D
avi
d S
(
Exe
ive
Dir
or)
a D
irec
of t
he
tev
cut
ect
tor
re-e
ens
as
Co
mp
any
17. To
aut
hor
ise
the
Di
tors
to
allo
t re
lev
ant
itie
rec
se
cur
s
8. n C
To
lec
t K
evi
hid
wic
k (
Exe
cut
ive
Dir
ect
or)
a D
irec
tor
of t
he
re-e
as
Co
mp
any
18. To
dis
ly s
tion
rig
hts
tatu
tory
-ap
p
pr
e-e
mp
9. To
lec
t M
arti
n J
ack
(
No
n-E
utiv
e D
irec
tor)
a D
irec
of t
he
tor
re-e
son
xec
as
Co
mp
any
19. To
hor
ise
the
ke
rke
rch
aut
to
t pu
co
mp
any
ma
ma
ase
s
10. To
lec
t K
eith
Ja
s (
No
n-E
utiv
e D
irec
tor)
a D
irec
of t
he
tor
re-e
me
xec
as
Co
mp
any
20. To
hor
ise
the
Di
Ge
al M
ing
t le
tha
n 1
4
aut
tors
to
eet
rec
con
ven
e a
ner
on
no
ss
day
lea
tice
s c
r no

Signed ................................................................................................ Dated ......................…..................... 2011

Notes to the Proxy Form

  1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting on your behalf. You should appoint a proxy using the procedures set out in these Explanatory Notes.

  2. To appoint as a proxy a person other than the Chairman of the meeting insert the full name in the space provided. A proxy need not be a member of the Company. You can also appoint more than one proxy provided each proxy is appointed to exercise the rights attached to a different share or shares held by you. The following options are available:

(a) To appoint the Chairman as your sole proxy in respect of all your shares, simply fill in any voting instructions in the appropriate box and sign and date the Form of Proxy. If you sign and return this Proxy Form with no name inserted in the box, the Chairman of the Meeting will be deemed to be your Proxy. To appoint a person other than the Chairman as your sole proxy in respect of all your shares, delete the words 'the Chairman of the meeting (or)' and insert the name and address of your proxy in the spaces provided. Then fill in any voting instructions in the appropriate box and sign and date the Form of Proxy.

(b) To appoint more than one proxy, you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you and you may not appoint more than one proxy to exercise rights attached to any one share). Please also indicate if the proxy instruction is one of multiple instructions being given. If you wish to appoint the Chairman as one of your multiple proxies, simply write 'the Chairman of the Meeting'. All forms must be signed and should be returned together in the same envelope.y

  1. If you wish your proxy to cast all of your votes for or against a resolution you should insert an "X" in the appropriate box. If you wish your proxy to cast only certain votes for and certain votes against, insert the relevant number of shares in the appropriate box. The "Vote Withheld" option is provided to enable you to instruct your proxy to abstain from voting on a particular resolution. Such a vote is not a vote in law and will not be counted in the calculation of the proportion of the votes "For" or "Against" a resolution. In the absence of instructions, your proxy may vote or abstain from voting as he or she thinks fit on the specified resolutions and, unless instructed otherwise, may also vote or abstain from voting as he or she thinks fit on any other business which may properly come before the Meeting.

  2. The Form of Proxy below must arrive at Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU during usual business hours accompanied by any Power of attorney under which it is executed (if applicable) no later than 48 hours before the time set for the meeting. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxyholder's name the number of shares in relation to which they are authorised to act as your proxy.

  3. If you submit more than one valid proxy appointment in respect of the same share or shares, the appointment received last before the latest time for the receipt of proxies will take precedence. If the Company is unable to determine which was received last, none of the proxy appointments in respect of that share or shares shall be valid.

  4. This Proxy Form must be signed by the member or his/her attorney. A corporation must execute the Form of Proxy under either its common seal or the hand of a duly authorised officer or attorney. In the case of joint holders, any one holder may sign this Proxy Form. The vote of the senior joint holder (whether in person or by proxy) will be taken to the exclusion of all others, seniority being determined by the order in which the names stand in the register of members in respect of the joint holding.

  5. Instead of completing this Proxy Form if you hold your shares in certified form and have your share certificate to hand, you can appoint a proxy electronically at www.admiral-shareholder.co.uk no later than 48 hours before the time set for the meeting.

  6. The Form of Proxy is for use in respect of the shareholder account specified above only and should not be amended or submitted in respect of a different account.

  7. Shares held in uncertified form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual on the Euroclear Website (www.eurocleaar.com/CREST). (Shareholders wishing to vote online should visit www.admiral-shareholder.co.uk and follow the instructions). Both of these forms of voting must be carried out no later than 48 hours before the time set for the meeting.

  8. Completion and return of the Form of Proxy will not preclude you from attending and voting in person at the Meeting should you subsequently decide to do so.

  9. All alterations made to this Proxy Form must be initialled by the signatory.

  10. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended) and section 360B Companies Act 2006, entitlement to attend and vote at the Meeting and the number of votes which may be cast thereat will be determined by reference to the register of members of the Company 48 hours before the Meeting or adjourned meeting. Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

If you prefer, you may return the proxy form to the Registrar in an envelope addressed to FREEPOST RSBH-UXKS-LRBC, PXS, 34 Beckenham Road, Beckenham, BR3 4TU.

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