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Baker Steel Resources Trust Ltd Proxy Solicitation & Information Statement 2025

Sep 1, 2025

10435_agm-r_2025-09-01_9ed514b8-a006-4902-ad3f-aeebe48d2e9e.pdf

Proxy Solicitation & Information Statement

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BAKER STEEL RESOURCES TRUST LIMITED

(the "Company")

(incorporated in Guernsey with registered number: 51576)

FORM OF PROXY

For use at the Annual General Meeting of the Company to be held at 10:00 am on Wednesday, 24 September 2025

I/We (in block capitals)
of (address)
being a member/members of the Company HEREBY APPOINT the Chairman of the Meeting or failing
him/herin respect of
(insert number of shares) Ordinary Shares/Management Ordinary Shares (delete as
appropriate) of the Company as my/our proxy to attend, speak and vote for me/us and on my/our behalf at
the Annual General Meeting of the Company to be held at 10:00 am on Wednesday, 24 September 2025,
and at any adjournment thereof and in respect of the Resolutions set out in the Notice of the Annual General
Meeting to vote as indicated below.
If you wish to appoint multiple proxies please see note 7 below. Please also tick here if you are
appointing more than one proxy:
I/We have indicated with a 'X' how I/we wish my/our votes to be cast on the following resolutions:
ORDINARY RESOLUTIONS FOR AGAINST ABSTAIN
1. That
the
Annual
Report
and
Audited
Financial
Statements of the Company for the year ended 31
December 2024 and the reports of the Directors and
the auditors thereon be received and adopted (the
"Annual Report").
2. That the reappointment of BDO Limited (the
"Auditors") of Second Floor, Plaza House, Admiral
Park, St Peter Port, Guernsey, GY1 2HU as auditors
of the Company for the year ending 31 December
2025, be approved and ratified.
3. That the Directors be and are hereby authorised to fix
the remuneration of the Auditors for the year ending
31 December 2025.
4. That Fiona Perrott-Humphrey, being eligible and
offering herself for re-election, be re-elected as a
Director of the Company.
5. That John Falla, being eligible and offering himself for
re-election, be re-elected as a Director of the
Company.
6. That Charles Hansard, being eligible and offering
himself for re-election, be re-elected as a Director of
the Company.
7. That Patrick Meier, being eligible and offering himself
for re-election, be re-elected as a Director of the
Company.
  1. That the maximum remuneration of the Directors for

aggregate amount of £200,000.

the year ending 31 December 2025 shall remain at an

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SPECIAL RESOLUTIONS FOR AGAINST ABSTAIN
9. That the Company generally be and is hereby
authorised to make market acquisitions as defined in
the Notice of the Meeting.
10. That the Directors be and are hereby authorised to
allot and issue (or sell from treasury) up to 10% of the
total number of Ordinary Shares in issue in the
Company at the date of passing this resolution as
defined in the Notice of the Meeting.
11. That conditional on resolution 10 above having been
passed (but in addition to and without prejudice to the
power granted by resolution 10 above), the Directors
be and are hereby authorised to allot and issue (or
sell from treasury) up to 10% of the total number of
Ordinary Shares in issue in the Company at the date
of passing this resolution as defined in the Notice of
the Meeting.
Signed dated thisday of 2025
-- ------------------------------ -- -- --

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NOTES

  • 1. In the case of joint holdings, the signature of any holder is sufficient but the vote of the senior holder who tenders a vote (whether in person or by proxy) shall be accepted to the exclusion of the other joint holders. For this purpose, seniority shall be determined by the order in which the joint holders appear in the register of members in respect of the joint holding (the first named being the most senior).
  • 2. If you wish to appoint a proxy other than the Chairman, you should delete the words "the Chairman of the Meeting or failing him/her", insert your own choice in the space provided and initial the amendment. A proxy need not be a member of the Company but must attend the meeting to represent you. If you sign and return this Form of Proxy with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to speak or make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly.
    1. Please indicate by marking "X" in the appropriate space how you wish your votes to be cast. If you do not give your proxy an indication of how to vote on any resolution, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any matter which is put before the meeting.
    1. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his/her attorney duly authorised in writing or if the appointer is a company either under its common seal or under the hand of an officer or attorney duly authorised.
    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 a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes and the notes to the Notice of the Annual General Meeting.
    1. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
    1. A member of the Company may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares or class of shares held by him/her. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and the number and class of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the total number of shares of the relevant class held by you). Please also indicate if the Form of Proxy is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. A failure to specify the number of shares each proxy appointment relates to or specifying a number in excess of those held by you may result in the appointment being invalid.
    1. To appoint a proxy using this Form of Proxy, the form must be:
  • completed and signed;
  • sent or delivered to the Company's Registrars, Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom and received by the Company's Registrars no later than 10:00 am on 22 September 2025.
    1. In the case of a member which is a company, this Form of Proxy must be executed under its common seal or under hand of an officer of the company or an attorney duly authorised.

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    1. Any instrument appointing a proxy or power of attorney or any other authority under which the Form of Proxy is signed (or a notarially certified copy of such power or authority) must be included with the Form of Proxy.
    1. If you submit more than one valid proxy appointment in respect of the same shares, the appointment received last before the latest time for the receipt of proxies will take precedence.
    1. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the Notice of the Annual General Meeting.
    1. Shares held in uncertificated form (ie CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual.
    1. 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 by close of business on 22 September 2025. 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.
    1. The 'Abstain' option is provided to enable you to abstain on any particular resolution. However, it should be noted that an 'Abstain' 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.

Upon completion, please return the Form of Proxy to the following address to arrive no later than 10:00 am on 22 September 2025: Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom.