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Bakkavor Group PLC Proxy Solicitation & Information Statement 2024

Mar 15, 2024

4989_agm-r_2024-03-15_de9b730c-f83e-4416-9f28-2919a22f6300.pdf

Proxy Solicitation & Information Statement

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ATTENDANCE CARD

Bakkavor Group plc (the 'Company') Annual General Meeting ('AGM' or 'Meeting') to be held at Fitzroy Place, 5th Floor, 8 Mortimer Street, London W1T 3JJ, on Thursday 23 May 2024 at 10.00am.

Shareholder Reference Number:

NOTICE OF AVAILABILITY – Important; please read carefully.

You can now access the Annual Report and Accounts 2023 and Notice of Annual General Meeting 2024 ('Notice of AGM') at www.bakkavor. com/en/investors/shareholder-information. You may register your vote online or register the appointment of a proxy for this AGM by creating an online portfolio at www.shareview.co.uk and following the on-screen instructions. You will need your Shareholder Reference Number shown on this form of proxy.

You are advised to read the full Notice of AGM before deciding how to vote. It is also recommended that you read the full Annual Report and Accounts 2023.

FORM OF PROXY

BAKKAVOR GROUP PLC ANNUAL GENERAL MEETING ('AGM') TO BE HELD ON THURSDAY 23 MAY 2024 AT 10.00AM

Shareholder Reference Number: Name of proxy: Number of shares (if not full voting entitlement) (see Notice of AGM)

You can submit your proxy electronically at www.shareview.co.uk. I / We, the undersigned, being a member / members of Bakkavor Group plc (the 'Company') hereby appoint the Chairman of the AGM or: as my / our proxy to exercise all or any of my / our rights to attend, speak and vote in respect of my / our voting entitlement on my / our behalf at the AGM of the Company to be held on Thursday 23 May 2024 at 10.00 am and at any adjournment thereof. The proxy will vote on the resolutions listed below as indicated. The proxy will vote at his / her discretion, or withhold from voting on any resolution listed below, if no instruction is given regarding that resolution and on any other business transacted at the AGM.

Please mark this box to indicate if this proxy appointment is one of multiple appointments being made.
Please indicate your vote by marking the appropriate boxes in black or blue ink like this: X
Ordinary Resolutions For Ordinary Resolutions For Against Withheld
To receive the Company's audited accounts and the 14. To re-elect Denis Hennequin as a Director
15. To re-elect Jane Lodge as a Director
To approve the Directors' Remuneration Report 16. To re-appoint PricewaterhouseCoopers LLP
3.
To approve the 2024 Directors' Remuneration Policy
4.
To declare a final dividend for the year ended
30 December 2023 of 4.37 pence per ordinary share
5.
To elect Robert Berlin as a Director
determine the remuneration of the Auditors
18. To authorise the Directors to allot shares pursuant
To re-elect Simon Burke as a Director Special Resolutions
To re-elect Mike Edwards as a Director 19. To empower the Directors to disapply pre-emption
rights in certain circumstance
20. To empower the Directors to disapply pre-emption
8.
To re-elect Ben Waldron as a Director
9.
To re-elect Sanjeevan Bala as a Director
10. To re-elect Umran Beba as a Director acquisitions and other capital investments
21. To authorise the Company to purchase its own shares
12. To re-elect Agust Gudmundsson as a Director
13. To re-elect Lydur Gudmundsson as a Director
reports of the Directors and the Auditors for the year
ended 30 December 2023
11. To re-elect Jill Caseberry as a Director
Against Withheld as Auditors of the Company
17. To authorise the Audit & Risk Committee to
to section 551 of the Companies Act 2006
rights for financing and refinancing particular
22. To allow a general meeting to be called on 14 clear
days' notice

Notes to help you complete this form are in the Notice of AGM. You should read these carefully before completing this form. Please mark this box if signing on behalf of the shareholder as power of attorney, receiver or third party. This card should not be used for comments, change of address or other queries. Please send separate instruction.

Signature Date

NOTES FOR COMPLETION OF FORM OF PROXY

  • a. For comprehensive notes for completion of the Form of Proxy, please refer to the Notice of AGM.
  • b. Shareholders are entitled to appoint another person to attend the Meeting and vote on their behalf using the Form of Proxy. The proxy need not be a shareholder. You may still attend the Meeting and vote even if you return the Form of Proxy. If you wish to appoint more than one proxy, please refer to the detailed instructions in the Notice of AGM.
  • c. If you do not indicate how you wish your proxy to vote, the proxy will be entitled to exercise discretion as to how and whether to vote on any resolution.
  • d. In order to be valid, this Form of Proxy must be received by Equiniti by no later than 10.00am on Tuesday 21 May 2024.
  • e. You may register your vote online or register the appointment of a proxy for this AGM by creating an online portfolio at www. shareview.co.uk and following the on-screen instructions. You will need your Shareholder Reference Number shown on this form of proxy.

Freepost RTHJ-CLLL-KBKU

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Equiniti Aspect House Spencer Road

LANCING BN99 8LU

  • f. CREST members who wish to utilise the CREST proxy appointment service may do so by following the procedures described in the CREST manual and the Notice of AGM.
  • g. If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 10.00 am on Tuesday 21 May 2024 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them, and they will govern the electronic appointment of your proxy.
  • h. If you have any queries, please contact our Registrars, Equiniti Limited, on +44 (0)371 384 2030. Lines are open between 08.30am and 5.30pm Monday to Friday – excluding public holidays in England and Wales.

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