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Balanced Commercial Property Trust Proxy Solicitation & Information Statement 2021

Apr 29, 2021

6261_agm-r_2021-04-29_5c4e4bd4-e5ca-423b-9f4e-929c23805f2a.pdf

Proxy Solicitation & Information Statement

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All Correspondence to:

Computershare Investor Services (Guernsey) Limited c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

Form of Proxy - Annual General Meeting to be held on 17 June 2021

To be effective, all proxy appointments must be lodged with the Company's Registrars at: c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 15 June 2021 at 12.00 pm.

Dear Shareholder

9 April 2021

The Report and Accounts 2020 and Notice of Annual General Meeting 2021 ("AGM") have been published. Under normal circumstances the Directors like to see and talk to as many shareholders as possible in person at the meeting. Sadly, it is likely that under the government's roadmap of steps out of Covid-19 lockdown no indoor public gathering will be permitted by the date of the meeting and travel will be minimised. We are therefore inviting you to a separate online event on Thursday, 3rd June 2021 at 1.00 pm during which there will be a presentation by the Fund Manager. Access to the online meeting can be requested by emailing [email protected] with your name and SRN. Questions can be sent in advance to the same address and there will be an opportunity to engage with the Board and Fund Manager through the question and answer session on the day.

The Company's Articles of Incorporation do not, as yet, allow the formalities of the AGM to be held online. This will be held on Thursday, 17 June 2021 and will need to be separate and purely functional in format. As currently permitted, to meet the quorum requirements of the Articles of Incorporation we are proposing to hold the AGM with just two members present in person. Voting will be conducted by way of a poll. It is strongly recommended that shareholders do not attend but exercise their votes by appointing the chairman of the meeting to act as their proxy. We therefore urge you to complete this form of proxy, to lodge your votes by 12.00 pm on Tuesday, 15 June 2021 to ensure they are included.

Yours faithfully

Northern Trust International Fund Administration Services (Guernsey) Limited Secretary

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

Explanatory Notes:

  • Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. This year, shareholders are strongly encouraged not to attend the AGM on health and safety grounds and to appoint the chairman of the meeting to act as their proxy. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
    1. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 4040 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking 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.
  • The 'Vote Withheld' option overleaf 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.
    1. Pursuant to Article 48 of the Uncertificated Securities (Guernsey) Regulations 2009, 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

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman or the Company Secretary. Please leave this box blank if you want to select the Chairman or the Company Secretary. Do not insert your own name(s).

I/We hereby appoint the Chairman of the Meeting OR the Company Secretary OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of BMO Commercial Property Trust Ltd to be held at Exchange House, Primrose Street, London, EC2A 2NY on 17 June 2021 at 12.00 pm, and at any adjourned meeting.

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
Please mark here to indicate that this proxy appointment is one of multiple appointments being made.
Please use a black pen. Mark with an X $\boxed{\mathbf{X}}$
inside the box as shown in this example.

Vote

Ordinary Resolutions vote
For
Against Withheld
1. Adoption of Annual Report and Accounts.
2. Approval of Directors' Remuneration Report.
3. Approval of dividend policy.
4. Re-election of John Wythe.
5. Re-election of Trudi Clark.
6. Re-election of Paul Marcuse.
7. Re-election of Linda Wilding.
8. Election of Hugh Scott-Barrett.
9. To re-appoint PricewaterhouseCoopers CI as auditors.
10. Authority to determine the auditors' remuneration.
11. Authority to allot shares.
12. Disapplication of pre-emption rights.
13. Authority to buy back shares.
14. Adoption of new Articles of Incorporation.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting. Signature Date

D
1
MM w
2
3

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

$18$

Members of the Company at close of business on the day which is two days before the day of the 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.
  • To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the 5. CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours (excluding non-working days) before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 34 of the Uncertificated Securities (Guernsey) Regulations 2009.
  • The above is how your address appears on the Register of Members. If this information is incorrect please ring the 6. Registrars helpline on 0370 707 4040 to request a change of address form or go to www.investorcentre.co.uk/je to use the online Investor Centre service
    1. Any alterations made to this form should be initialled.
    1. Under normal circumstances, the completion and return of this form would not preclude a member from attending the meeting and voting in person. However, given the Government restrictions that are in place, it is strongly recommended that shareholders do not attend but exercise their votes by appointing the chairman of the meeting to act as their proxy.
    1. On any motion to amend any resolution, to propose a new resolution or to adjourn the meeting, or on any other motion or resolution put to the meeting, the proxy will vote or abstain as his discretion.

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