Proxy Solicitation & Information Statement • Jun 16, 2025
Proxy Solicitation & Information Statement
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C&C Group plc (the 'Company') would like to inform you that the Annual General Meeting (the 'AGM') of the Company will be held at the Maldron Hotel Dublin Airport, Dublin Airport, Co. Dublin, K67 T6P6, Ireland on Friday, 11 July 2025 at 11.45 am.
This card is for the purposes of registration and accreditation when attending the AGM. Every registered Shareholder has the right to attend, speak, ask questions and vote at the AGM in-person.

To be effective, all votes must be lodged by 11.45 am on Wednesday, 9 July 2025 either (1) via the website www.eproxyappointment.com; or (2) at the office of the Company's Registrar at Computershare Investor Services (Ireland) Limited, P.O. Box 13030, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland.
Kindly Note: This form is issued only to the addressee(s) and is specific to All Holders 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 the Company's Registrar, Computershare Investor Services (Ireland) Limited accept no liability for any instruction that does not comply with these conditions.
must contact the Company's Registrar by sending an email to [email protected].
| Ordinary Business | For Against Abstain | ||
|---|---|---|---|
| 1. | To receive and consider the financial statements for the Company for the year ended 28 February 2025 and the reports of the Directors and the auditors thereon. |
||
| 2. | To declare a final dividend for the year ended 28 February 2025 of 4.13 cent per Ordinary Share. |
||
| 3. | To re-elect or elect (as appropriate) the following Directors: | ||
| 3.(a) To re-elect Ralph Findlay | |||
| 3.(b) To re-elect Andrew Andrea | |||
| 3.(c) To re-elect Vineet Bhalla | |||
| 3.(d) To re-elect Angela Bromfield | |||
| 3.(e) To re-elect Chris Browne | |||
| 3.(f) To re-elect Jill Caseberry | |||
| 3.(g) To re-elect Sarah Newbitt | |||
| 3.(h) To elect Sanjay Nakra | |||
| 3.(i) To elect Feargal O'Rourke | |||
| 3.(j) To elect Roger White | |||
| 4. | To authorise the Directors to fix the remuneration of the auditors. |
| Special Business | For Against Abstain | ||
|---|---|---|---|
| 5. | To receive and consider the Directors' Remuneration Report for the year ended 28 February 2025. |
||
| 6. | To authorise the Directors to allot shares. | ||
| 7. | To authorise the limited disapplication of statutory pre-emption rights. | ||
| 8. | To authorise the additional disapplication of pre-emption rights in respect of an additional 5% of issued share capital. |
||
| 9. | To authorise the Company to make market purchases of it's own shares. |
||
| 10. To authorise the re-allotment of Treasury shares at the price range determined. |
|||
| 11. To approve the adoption of SAYE schemes in the UK and Ireland. | |||
| 12. To authorise the Directors to convene an extraordinary general meeting by at least 14 clear days' notice. |
|||
| 13. To amend the Articles of Association (Payment of Dividends). | |||
| 14. To amend the Articles of Association (Nomination of Directors). | |||
| 15. To update the Articles of Association to reflect the limit on Non-Executive Directors' remuneration of €1,000,000 and to require Directors to retire at each annual general meeting and be re-appointed where applicable. |
| Form of Proxy | |||
|---|---|---|---|
| --------------- | -- | -- | -- |

I/We, being a Shareholder/Shareholders of C&C Group plc hereby appoint the Chair of the AGM, with full power of substitution, OR the following person 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 abstain box.
*** For the appointment of more than one proxy, please refer to Explanatory Notes 2 and 3 (see front).
/ /
*
| Ordinary Business | For | Against | Abstain | |
|---|---|---|---|---|
| 1. | To receive and consider the financial statements for the Company for the year ended 28 February 2025 and the reports of the Directors and the auditors thereon. |
|||
| 2. | To declare a final dividend for the year ended 28 February 2025 of 4.13 cent per Ordinary Share. |
|||
| 3. | To re-elect or elect (as appropriate) the following Directors: | |||
| 3.(a) To re-elect Ralph Findlay | ||||
| 3.(b) To re-elect Andrew Andrea | ||||
| 3.(c) To re-elect Vineet Bhalla | ||||
| 3.(d) To re-elect Angela Bromfield | ||||
| 3.(e) To re-elect Chris Browne | ||||
| 3.(f) To re-elect Jill Caseberry | ||||
| 3.(g) To re-elect Sarah Newbitt | ||||
| 3.(h) To elect Sanjay Nakra | ||||
| 3.(i) To elect Feargal O'Rourke | ||||
| 3.(j) To elect Roger White | ||||
| 4. | To authorise the Directors to fix the remuneration of the auditors | |||
| Signature | Date |
| 13. To amend the Articles of Association (Payment of Dividends). | ||
|---|---|---|
| 3.(g) To re-elect Sarah Newbitt | 14. To amend the Articles of Association (Nomination of Directors). | y |
| 3.(h) To elect Sanjay Nakra | ||
| 3.(i) To elect Feargal O'Rourke | l 15. To update the Articles of Association to reflect the limit on Non-Executive Directors' remuneration of €1,000,000 and to |
|
| 3.(j) To elect Roger White | require Directors to retire at each annual general meeting and be re-appointed where applicable. |
|
| To authorise the Directors to fix the remuneration of the auditors. | n O |
|
| Signature | ||
| Please use a black pen. Mark with an X X You can also instruct your proxy not to vote on a resolution by inserting an "X" in the abstain box. I/We, being a Shareholder/Shareholders of C&C Group plc hereby appoint the Chair of the AGM, with full power of substitution, OR the following person |
n o i |
|
| ** | ||
| 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 AGM of C&C Group plc to be held at 11.45 am on Friday, 11 July 2025 at the Maldron Hotel Dublin Airport, Dublin Airport, Co. Dublin, K67 T6P6, Ireland, and at any adjournment of that meeting. |
t a |
|
| m Please leave this box blank if you have selected the Chair. Do not insert your own name(s). Please include an address if you have selected a person other than the Chair. Please leave this box blank if you are appointing a proxy in respect of your full voting entitlement. If you are appointing the proxy in relation to less than your full voting entitlement, please insert the number of shares in relation to which they are authorised to act. ** For the appointment of more than one proxy, please refer to Explanatory Notes 2 and 3 (see front). |
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| I/We would like my/our proxy to vote on the resolutions proposed at the AGM as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees r fit or abstain in relation to any business of the meeting. |
||
| Ordinary Business For Against Abstain |
Special Business | For Against Abstain |
| o To receive and consider the financial statements for the Company for the year ended 28 February 2025 and the reports of the Directors and the auditors thereon. |
5. To receive and consider the Directors' Remuneration Report for the year ended 28 February 2025. |
|
| f To declare a final dividend for the year ended 28 February 2025 of 4.13 cent per Ordinary Share. |
6. To authorise the Directors to allot shares. |
|
| n To re-elect or elect (as appropriate) the following Directors: |
7. To authorise the limited disapplication of statutory pre-emption rights. |
|
| I 3.(a) To re-elect Ralph Findlay |
8. To authorise the additional disapplication of pre-emption rights in respect of an additional 5% of issued share capital. |
|
| 3.(b) To re-elect Andrew Andrea | 9. To authorise the Company to make market purchases of its |
|
| r 3.(c) To re-elect Vineet Bhalla |
own shares. | |
| o 3.(d) To re-elect Angela Bromfield |
10. To authorise the re-allotment of Treasury shares at the price range determined. |
|
| F 3.(e) To re-elect Chris Browne |
11. To approve the adoption of SAYE schemes in the UK and Ireland. |
|
| 3.(f) To re-elect Jill Caseberry | 12. To authorise the Directors to convene an extraordinary general | |
| 3.(g) To re-elect Sarah Newbitt | meeting by at least 14 clear days' notice. | |
| 3.(h) To elect Sanjay Nakra | 13. To amend the Articles of Association (Payment of Dividends). | |
| 3.(i) To elect Feargal O'Rourke | 14. To amend the Articles of Association (Nomination of Directors). | |
| 3.(j) To elect Roger White | 15. To update the Articles of Association to reflect the limit on | |
| To authorise the Directors to fix the remuneration of the auditors | Non-Executive Directors' remuneration of €1,000,000 and to require Directors to retire at each annual general meeting and be re-appointed where applicable. |
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).
12ZORF D01
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