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C&C Group Plc

Proxy Solicitation & Information Statement Jun 16, 2025

6269_agm-r_2025-06-16_3cafbe0c-9b31-4207-a1a2-dff33bd9e31e.pdf

Proxy Solicitation & Information Statement

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Attendance Card

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.

Shareholder Reference Number

Form of Proxy - Annual General Meeting (the 'AGM') to be held on Friday, 11 July 2025

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.

Explanatory Notes:

  • 1. Any Shareholder entitled to attend, speak and vote at the AGM is entitled to appoint one or more proxies (who need not be a member of the Company) to attend, speak and vote in their place. If you wish to appoint a person other than the Chair of the AGM, please insert the name and address of your chosen proxy holder in the space provided (see reverse). A Shareholder may appoint more than one proxy to attend and vote at the meeting provided each proxy is appointed to exercise rights attached to different shares held by him or her. 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 (see reverse) 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 member, the full voting entitlement for that designated account). Where a poll is taken at the AGM, a member, present in person or proxy, holding more than one share is not required to cast all their votes in the same way. Persons appointed as a proxy or corporate representative for a Shareholder, including EB Participants or CDI Holders (as defined in the Notice of AGM) who have appointed themselves as proxy as set out in Notes 4 to 15 of the Notice of AGM, should make themselves known to the personnel at the registration desk in order to gain entry to the meeting.
  • 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Company's Registrar's helpline on +353 (0) 1 696 8443 or you may photocopy the reverse only of 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 ticking 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.
  • 3. To be effective, the completed Form of Proxy together with any power of attorney or other authority under which it is executed, or a notarially certified copy thereof, must be deposited with the Company's Registrar before the deadline set out above. A Shareholder wishing to appoint a proxy by electronic means may do so on the Company's Registrar's website www.eproxyappointment.com. Details of the requirements are set out in the box above. A Shareholder who wishes to appoint more than one proxy by electronic means

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].

  • 4. 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.
  • 5. Pursuant to Section 1087G of 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 as at the close of business (deemed to be 6.00 pm) on Monday, 7 July 2025 (or in the case of an adjournment as at the close of business on the day which is four days 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.
  • 6. All proxy voting instructions whether submitted directly by way of a completed Form of Proxy in the case of holders of Ordinary Shares book-entry form or through the Euroclear System (in the case of participants in Euroclear Bank) or CREST (in the case of holders of CREST Depositary Interests) must be received by the Company's Registrar by no later than 11.45 am on Wednesday, 9 July 2025 (or, in the case of an adjournment, no later than 48 hours before the time fixed for holding the adjourned meeting). Persons holding interests in Ordinary Shares through the Euroclear System or CREST (via a holding in CDIs) 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.
  • 7. The above is how your address appears on the Register of Members. If this information is incorrect, please phone the Company's Registrar's helpline on +353 (0) 1 696 8443 to request a change of address form or go to www.investorcentre.com/ie to use the online Investor Centre service.
  • 8. Any alterations made to this form should be initialled.
  • 9. The appointment of a proxy will not preclude a registered member from attending the meeting and voting in person.

Poll Card To be completed at the AGM only if a Poll is called

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).
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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