Proxy Solicitation & Information Statement • May 3, 2024
Proxy Solicitation & Information Statement
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All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY
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You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.
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To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 3 June 2024 at 11.00 am.
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.
4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, 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 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.
Control Number: 919147
PIN: SRN:
| All Named Holders | |||
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Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).
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| I/We hereby appoint the Chairman of the Meeting 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 Capital Limited to be held at Stifel Nicolaus Europe Limited, 150 Cheapside, London, EC2V 6ET on 5 June 2024 at 11.00 am (UK Time), and at any adjourned meeting. For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front). |
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| Please use a black pen. Mark with an X Please mark here to indicate that this proxy appointment is one of multiple appointments being made. inside the box as shown in this example. |
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| 1. | Ordinary Business To receive the Financial Statements of the Company for the year ended 31 December 2023, together with the Reports of the Directors and Auditors thereon ("the 2023 Annual Report"). |
For | Against | Vote Withheld |
| 2. | To approve the Directors' Remuneration Report for the year ended 31 December 2023, as contained in the 2023 Annual Report. |
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| 3. | To re-elect Anu Dhir as a Director of the Company. | |||
| 4. | To re-elect Alexander Davidson as a Director of the Company. | |||
| 5. | To re-elect David Abery as a Director of the Company. | |||
| 6. | To re-elect Michael Rawlinson as a Director of the Company. | |||
| 7. | To re-elect Jamie Boyton as a Director of the Company. | |||
| 8. | To re-elect Peter Stokes as a Director of the Company. | |||
| 9. | To re-elect Brian Rudd as a Director of the Company. | |||
| 10. To re-elect Catherine (Cassie) Boggs as a Director of the Company. | ||||
| 11. To re-appoint BDO LLP as auditors to act as such until the conclusion of the next Annual General Meeting of the Company. | ||||
| 12. To authorise the Directors of the Company to fix the remuneration of the auditors. | ||||
| 13. THAT the Directors be generally and unconditionally authorised to allot and issue Equity Securities up to an aggregate nominal amount of US\$6,541.90. |
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| Special Business 14. THAT the Directors be generally empowered to allot and issue Equity Securities for cash up to an aggregate nominal amount of US\$981.29. |
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| 15. THAT the Company be generally and unconditionally authorised to make market purchases of Common shares up to a maximum aggregate number of 19,625,712. |
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| 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 |
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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).
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