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Cairn Homes Plc — Proxy Solicitation & Information Statement 2025
Mar 24, 2025
1978_agm-r_2025-03-24_b2d58268-fc8d-4a0a-b866-1170332b5768.pdf
Proxy Solicitation & Information Statement
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CAIRN
Attendance Card
Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.
Cairn Homes p.l.c. (the "Company") notifies you of the annual general meeting of the Company to be held at The Merrion Hotel, Merrion Street Upper, Dublin 2, D02KF79 Ireland on Thursday 8 May 2025 at 12:00 p.m.
Shareholder Reference Number
Form of Proxy - Annual General Meeting to be held on 8 May 2025 at 12:00 p.m. (the "AGM")

Cast your Proxy online...It's fast, easy and secure! www.eproxyappointment.com
You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.
Control Number: 920681
SRN:
PIN:

To view the Notice of AGM and Annual Report online log on to: www.cairnhomes.com
To be effective, all proxy appointments must be lodged with the Company's Registrar at: Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland or through the voting website, www.eproxyappointment.com, by 12:00 p.m. on 6 May 2025
Notes:
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Notwithstanding any other matter herein, the Company will take all appropriate safety measures as the Directors may in the their absolute discretion determine from time to time, and in any individual case, to be necessary or desirable at, during or prior to the AGM to ensure the safety of attendees and others involved with it and comply with applicable requirements. Such measures may, without limitation, include the restriction of the number of attendees, and health and/or compliance related checks and requirements.
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The process for appointing a proxy now depends on the manner in which you hold your interest in the Company shares. All proxy voting instructions (whether submitted directly or through the Euroclear Bank system or the CREST system (the latter for those holding Crest Depositary Interests (CDIs) must be received by the Company's Registrar not less than 48 hours before the time appointed for the AGM or any adjournment of the AGM. However, persons holding through the Euroclear Bank system or the CREST system will also need to comply with any additional voting deadlines imposed by the respective service offerings. All persons affected are recommended to consult with their stockbroker or other intermediary at the earliest opportunity. If you hold your shares through the Euroclear Bank or CREST system, details on how you can vote at the AGM are available in the Notice of Meeting and on the Company's website.
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For shareholders whose name appears on the register of members of the Company (being shareholders who hold in bank entry form and are directly registered on our register of members), your proxy may:
i. be submitted electronically, subject to the terms of and conditions of electronic voting, on www.eproxyappointment.com. You will require your Control Number, Shareholder Reference Number (SRN) and PIN number as printed on your Form of Proxy; or
ii. be submitted by post to Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland.
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This Form of Proxy must (i) in the case of an individual member be signed by the appointer or by his/her/its attorney or submitted electronically by the member or his/her/its attorney; or (ii) in the case of a body corporate be executed either under its common seal or signed on its behalf by a duly authorised officer or attorney or submitted electronically in accordance with note 3 above.
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In the case of joint holders, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint holding.
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If you desire to appoint a proxy other than the Chairman of the AGM, please insert the proxy's name in block capitals in the space provided and delete the words "the Chairman of the AGM or".
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A proxy (including a substitute proxy) shall be entitled at his or her discretion and without notice to you to (i) nominate and appoint any person to be a substitute proxy for him or her for any of the purposes contemplated by this Form of Proxy with liberty to revoke any such appointment at his or her discretion and/or (ii) replace such substitute proxy with any other person at his or her discretion (each of the foregoing being, a Substitute Proxy). A proxy shall provide any Substitute Proxy with a copy (electronic or otherwise) of this Form of Proxy where possible. A Substitute Proxy shall be bound by, and shall be entitled to act in all respects in accordance with, the terms of this Form of Proxy. All references to 'proxy' shall be deemed to include persons who are Substitute Proxies for the time being. Please indicate how you wish your proxy to vote by marking the appropriate box. You may direct your proxy to vote "For", "Against", to "Abstain" your vote or give him/her/it "Discretion" to vote as he/she/it wishes by marking as appropriate. If no such specific instructions are given, the proxy will vote or abstain from voting at his/her/its discretion. The abstain option is provided to enable you to obtain on any particular resolution. It should be noted that a vote cast as abstain is not a vote in law and will not be counted in the calculation of the proportion of votes "For" and "Against" the resolutions.
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On any other business which may properly come before the AGM or any adjournment thereof, and whether procedural, administrative and/or substantive in nature (including, without limitation, any motion to amend a resolution or adjourn the AGM) not specified in the Notice of the AGM or this Form of Proxy, the proxy will act at his/her/its discretion.
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If you are appointing a proxy other than the Chairman of the AGM or any other officer of the Company, please provide him/her/it with the Attendance Card attached hereto where possible to facilitate his/her/its attendance.
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Pursuant to the Companies Act 2014 (as amended), entitlement to attend and vote at the AGM and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 8pm on Sunday 4 May 2025 (or in the case of an adjournment as at close of business on the day immediately preceding the date which falls 72 hours before the date of the 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 AGM.
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 (Ireland) Limited accept no liability for any instruction that does not comply with these conditions.
All Holders
30155
12DEA D01
Poll Card To be completed only at the AGM if a Poll is called.
Resolutions (see note 7 overleaf)
Ordinary Resolutions
| For | Against | Discretion | Abstain | |
|---|---|---|---|---|
| 1. To receive and consider the Accounts for the year ended 31 December 2024 together with the reports of the Directors and Auditors thereon and a review of the affairs of the Company. | ☐ | ☐ | ☐ | ☐ |
| 2. To receive and consider the Directors' Remuneration Report for the year ended 31 December 2024. | ☐ | ☐ | ☐ | ☐ |
| 3. To declare a final dividend 4.4 cent per ordinary share for the year ended 31 December 2024. | ☐ | ☐ | ☐ | ☐ |
| 4. To re-appoint the following Directors; | ||||
| 4(a) Bernard Byrne | ☐ | ☐ | ☐ | ☐ |
| 4(b) Michael Stanley | ☐ | ☐ | ☐ | ☐ |
| 4(c) Richard Ball | ☐ | ☐ | ☐ | ☐ |
| 4(d) Giles Davies | ☐ | ☐ | ☐ | ☐ |
| 4(e) Linda Hickey | ☐ | ☐ | ☐ | ☐ |
| 4(f) Orla O'Connor | ☐ | ☐ | ☐ | ☐ |
| 4(g) Orla O'Gorman | ☐ | ☐ | ☐ | ☐ |
| 4(h) Julie Sinnamon | ☐ | ☐ | ☐ | ☐ |
| For | Against | Discretion | Abstain | |
| --- | --- | --- | --- | --- |
| 5. To authorise the Directors to determine the remuneration of the Auditors. | ☐ | ☐ | ☐ | ☐ |
| 6. To authorise the Directors to allot shares. | ☐ | ☐ | ☐ | ☐ |
| Special Resolutions | ||||
| 7. Disapplication of pre-emption rights (allotment of up to 5% for cash, other specified allotments and for legal/regulatory purposes). | ☐ | ☐ | ☐ | ☐ |
| 8. Disapplication of pre-emption rights (allotment of up to an additional 5% for acquisitions/specified capital investments). | ☐ | ☐ | ☐ | ☐ |
| 9. Authority to make market purchases. | ☐ | ☐ | ☐ | ☐ |
| 10. Authority to set price range for re-allotment of treasury shares. | ☐ | ☐ | ☐ | ☐ |
| 11. To authorise the convening of certain general meetings by 14 days' notice. | ☐ | ☐ | ☐ | ☐ |
Signature
Form of Proxy
I/We hereby appoint the Chairman of the AGM OR the following person
Please leave this box blank if you have selected the Chairman of the AGM. Do not insert your own name(s).
as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf on any matter at the annual general meeting of Cairn Homes p.l.c. to be held at The Merrion Hotel, Merrion Street Upper, Dublin 2, D02KF79, Ireland on 8 May 2025 at 12:00 p.m. and at any adjournment thereof. I/We direct that my/our vote(s) be cast on the specified resolutions as indicated by an X in the appropriate box.
- For the appointment of more than one proxy, please refer to Explanatory Note 1 (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 inside the box as shown in this example. You can also instruct your proxy not to vote on a resolution by inserting an "X" in the vote withheld box.
Resolutions (see note 7 overleaf)
Ordinary Resolutions
| For | Against | Discretion | Abstain | |
|---|---|---|---|---|
| 1. To receive and consider the Accounts for the year ended 31 December 2024 together with the reports of the Directors and Auditors thereon and a review of the affairs of the Company. | ☐ | ☐ | ☐ | ☐ |
| 2. To receive and consider the Directors' Remuneration Report for the year ended 31 December 2024. | ☐ | ☐ | ☐ | ☐ |
| 3. To declare a final dividend of 4.4 cent per ordinary share for the year ended 31 December 2024. | ☐ | ☐ | ☐ | ☐ |
| 4. To re-appoint the following Directors; | ||||
| 4(a) Bernard Byrne | ☐ | ☐ | ☐ | ☐ |
| 4(b) Michael Stanley | ☐ | ☐ | ☐ | ☐ |
| 4(c) Richard Ball | ☐ | ☐ | ☐ | ☐ |
| 4(d) Giles Davies | ☐ | ☐ | ☐ | ☐ |
| 4(e) Linda Hickey | ☐ | ☐ | ☐ | ☐ |
| 4(f) Orla O'Connor | ☐ | ☐ | ☐ | ☐ |
| 4(g) Orla O'Gorman | ☐ | ☐ | ☐ | ☐ |
| 4(h) Julie Sinnamon | ☐ | ☐ | ☐ | ☐ |
I/We direct my/our proxy to vote on the resolutions proposed at the AGM as indicated on this form. Where no instruction appears above as to how the proxy should vote the proxy may as he/ she/it sees fit or abstain in relation to any business of the meeting.
Signature
Date
DD / MM / YY
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).
CHOI
14 WKF2644
1226A D01