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CARDIFF PROPERTY PLC Proxy Solicitation & Information Statement 2020

Dec 7, 2020

4603_agm-r_2020-12-07_f629a036-a518-4fbc-9a41-6e637b66528e.pdf

Proxy Solicitation & Information Statement

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NOTICE OF AVAILABILITY

The Notice of General Meeting and Circular to which this Proxy Form relates are available on the Company's website at https://cardiff-property.com/

NOTES TO THE FORM OF PROXY

  1. If you wish to appoint some other person as your proxy please insert his/her name, initial and strike out the words 'the Chairman of the Meeting'. A proxy need not be a member of the Company. If no name is entered, the return of this form, duly signed, will authorise the Chairman of the meeting to act as your proxy. Please note, shareholders are encouraged to appoint the Chairman of the Meeting as their Proxy to ensure their vote is counted as any other appointees will not be permitted entry to the General Meeting.

  2. Please indicate with an X in the appropriate box how you wish your vote to be cast. Unless otherwise instructed the proxy will exercise his/her discretion as to whether, and if so how he/she will vote. Unless instructed otherwise, the proxy may also vote or abstain from voting as he or she thinks fit on any other business which may properly come before the meeting (including amendments to resolutions). You may appoint more than one proxy provided each proxy is appointed to exercise rights attaching to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy please contact the Registrars of the Company as detailed in note 4 below. Please note, shareholders are encouraged to appoint the Chairman of the Meeting as their Proxy to ensure their vote is counted as any other appointees will not be permitted entry to the General Meeting.

  3. This Form of Proxy must, in the case of an individual, be signed by the appointer or his/her attorney or, in the case of a corporation, be given under its common seal or signed on its behalf by an attorney or a duly authorised officer or, if it is subject to the Companies Act 2006 (as amended), in accordance with Section 44 thereof.

  4. To be valid this Form of Proxy and any power of attorney or other authority under which it is executed (or a duly notarised copy thereof) must be lodged with the Registrars of the Company, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD not later than 48 hours before the time appointed for holding the meeting or adjourned meeting (as the case may be).

  5. CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST Manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by our agent Neville Registrars Limited not later than 48 hours before the time appointed for holding the meeting or adjourned meeting (as the case may be). See the notes to the Notice of Meeting for further information on proxy appointments through CREST.

  6. As an alternative to completing this hard copy Form of Proxy you can appoint a proxy or proxies electronically by registering the proxy with Neville Registrars Limited at www.sharegateway.co.uk using your personal proxy registration code (Activity Code) shown below. For an electronic proxy appointment to be valid, the appointment must be received by Neville Registrars Limited not later than 48 hours before the time appointed for holding the meeting or adjourned meeting (as the case may be).

  7. In the case of joint holders of a share the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the statutory register of members in respect of the share.

  8. Any alteration in this Form of Proxy must be initialled by the person in whose hand it is signed or executed.

  9. The 'Vote Withheld' option 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 is not counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

COVID-19

In light of the Government's directive limiting gatherings, it is necessary for the Company to restrict physical participation at the General Meeting in line with current guidance and legislation. The General Meeting will be a closed meeting whereby Shareholders will not be permitted to attend (other than a minimum number of persons who are required to attend ensure the meeting is quorate). Accordingly, the Company encourages all Shareholders to vote electronically or to submit a Form of Proxy, rather than attend the meeting in person.

Please complete and return this Form of Proxy to the Registrars of the Company using the reply paid envelope provided. If documents are posted outside the United Kingdom, please return it in an envelope using the address shown in note 4 above and pay the appropriate postage charge.

The Cardiff Property Plc

(A company incorporated under the Companies Act 1985 in England and Wales with registered number 00022705)

I/We _______ being (a) member(s) of the Company and entitled to vote at the General Meeting, hereby appoint

(Please only complete if appointing someone other than the Chairman of the Meeting)

or failing him/her, the Chairman of the Meeting as my/our proxy, to attend, speak and vote for me/us and on my/our behalf at the General Meeting of the Company, to be held on 14 January 2021 at 56 Station Road, Egham, Surrey, TW20 9LF at 12:15 p.m. (or, if later, immediately following the Annual General Meeting convened for the same day at 12.00 noon) and at any adjournment thereof.

Ordinary Resolution

  1. To approve the waiver by the Panel on Takeovers and Mergers as described in the Circular under Rule 9 of the Takeover Code

☐ FOR
☐ AGAINST
☐ WITHHELD

Your personal proxy registration code for use at www.sharegateway.co.uk is: ABCD-123-EFG

Mark this box with an "X" if you are appointing more than one proxy: ☐
Signed: _______

Leave blank to authorise your proxy to act in relation to your full entitlement or enter the number of shares in relation to which your proxy is authorised to vote:

Date: 12 - 1 - 2021

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