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Centamin Plc — AGM Information 2013
Apr 26, 2013
6270_rns_2013-04-26_06ef2206-980b-4713-a000-b37a7dc65069.pdf
AGM Information
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CENTAMIN PLC
Attendance Card
ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3
Additional Holders: ADDITIONAL HOLDER 1 Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.
MR A SAMPLE < DESIGNATION> SAMPLE STREET SAMPLE TOWN SAMPLE CITY SAMPLE COUNTY AA11 1AA
ADDITIONAL HOLDER 4 The Chairman of Centamin Plc invites you to attend the Annual General Meeting of the Company to be held at The Royal Yacht Hotel, St. Helier, Jersey, Channel Islands on 23 May 2013 at 12.30 pm (Jersey Time).
Shareholder Reference Number
C0000000000
Please detach this portion before posting this proxy form.
Form of Proxy - Annual General Meeting to be held on 23 May 2013
Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy
You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.
PIN: 1245 SRN: C0000000000 Control Number: 911772
View the Annual Report online: www.centamin.com
Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!
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 21 May 2013 at 12.30 pm (Jersey Time).
Explanatory Notes:
- 1. This proxy form is furnished in connection with the solicitation, by or on behalf of the management of the Centamin plc (the "Company"), of proxies to be used at the Meeting or at any adjournment thereof.
- 2. Every shareholder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, you should follow the procedure set out in these explanatory notes. Please insert the name of your chosen proxy holder in the space provided (see reverse). If you sign and return this proxy form with no name inserted in the space provided (see reverse), the Chairman of the meeting will be deemed to be your proxy. On any poll that may be called for, the Ordinary Shares represented by a properly executed proxy given in favour of the person(s) designated by management of the Company herein will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot, and if the shareholder specifies a choice with respect to any matter to be acted upon, the Ordinary Shares will be voted accordingly. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes). *000001010200F0* 110354_53458_MAIL/000001/000001/SG150 000001
- 3. Every shareholder is entitled to appoint more than one proxy provided that each proxy is appointed to exercise rights attached to a different share or shares held by the shareholder. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0870 702 0000 or you may photocopy 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 marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and dated and should be returned together in the same envelope.
- 4. If you wish your proxy to cast all of your votes for or against a resolution you should insert an "X" in the appropriate box. If you wish your proxy to cast only certain votes for and certain votes against, insert the relevant number of shares in the appropriate box. 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. In the absence of instructions, your proxy may vote or abstain from voting as he or she thinks fit on the specified resolutions and, unless instructed otherwise, may also vote or abstain from voting as he or she thinks fit on any other business which may properly come before the Meeting.
- 5. This proxy form must be signed by the shareholder or his/her attorney. Where the shareholder is a corporation, the proxy
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 (Jersey) Limited accept no liability for any instruction that does not comply with these conditions.
form must be executed under its common seal or signed by a duly authorised representative of the corporation, stating their capacity (e.g. director, secretary). In the case of joint shareholders, any one shareholder may sign this proxy form. The vote of the senior joint shareholder (whether in person or by proxy) will be taken to the exclusion of all others, seniority being determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding. To be valid, this proxy form (together with any power of attorney or other authority under which it is signed or a certified copy of such power or authority) must be sent or delivered to the Registrars, no later than 12.30pm (Jersey Time) on 21 May 2013.
- 6. Pursuant to Regulation 40 of the Companies (Uncertificated Securities) (Jersey) Order 1999, 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.
- 7. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting or any adjournment thereof. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Article 34 of the Companies (Uncertificated Securities) (Jersey) Order 1999.
- 8. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0870 702 0000 to request a change of address form or go to www.investorcentre.co.uk/je to use the online Investor Centre service.
- 9. Any alterations made to this form should be initialled by the signatory.
- 10. You may deposit your instruction by email sending the completed form to [email protected] or by faxing to +44 (0) 870 703 6322 or (in the case of Canadian shareholders) to 1-866-249-7775 or online at www.investorcentre.co.uk/eproxy using your unique Control Number and PIN set out in the enclosed proxy form.
11. The completion and return of this form will not preclude a shareholder from attending the meeting and voting in person.
MR A SAMPLE < Designation> Additional Holder 1 Additional Holder 2 Additional Holder 3 Additional Holder 4
| Poll Card To be completed only at the AGM if a Poll is called. Vote |
Vote | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. | Ordinary Resolutions To receive and adopt the company's annual accounts for the financial year ended 31 |
For | Against | Withheld | 3.7 | To re-elect Kevin Tomlinson, who retires in accordance with Article 33 of the | For | Against | Withheld | ||||
| December 2012 together with the directors' report and the auditor's report on those accounts. |
Company's Articles. | ||||||||||||
| 2. | To receive and approve the directors' remuneration report (which forms part of the directors' report) for the financial year ended 31 December 2012. |
4.1 | accounts are laid before the company. | To re-appoint Deloitte LLP as the Company's auditors to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting at which |
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| 3.1 | To re-elect Josef El-Raghy, who retires in accordance with Article 33 of the Company's Articles. |
4.2 | To authorise the directors to agree the remuneration of the auditors. | ||||||||||
| 3.2 | To re-elect Trevor Schultz, who retires in accordance with Article 33 of the Company's Articles. |
5. | To increase the maximum aggregate amount of fees payable to directors to £600,000. | ||||||||||
| 3.3 | To re-elect Gordon Edward Haslam, who retires in accordance with Article 33 of the Company's Articles. |
6. | To authorise the directors to allot relevant securities. | ||||||||||
| 3.4 | To re-elect Professor G. Robert Bowker, who retires in accordance with Article 33 of the Company's Articles. |
7. | Special Resolutions allotment of equity securities for cash. |
To disapply the pre-emption rights under the Company's Articles in respect of the | |||||||||
| 3.5 | To re-elect Mark Arnesen, who retires in accordance with Article 33 of the Company's Articles. |
8. | To authorise the Company to make market purchases of its own shares. | ||||||||||
| 3.6 | To re-elect Mark Bankes, who retires in accordance with Article 33 of the Company's Articles. |
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| Signature In the case of a Corporation, a letter of representation will be required (in accordance with the Company's Articles and article 93 of the Companies (Jersey) Law 1991, unless this has already been delivered to the Company. Any letter of representation must be delivered to the Company not less than two hours before commencement of the AGM. Form of Proxy |
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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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| * | C0000000000 | ||||||||||||
| I/We, being a shareholder of the Company, 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 Centamin Plc to be held at The Royal Yacht Hotel, St. Helier, |
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| Jersey, Channel Islands on 23 May 2013 at 12.30 pm (Jersey Time), and at any adjourned meeting. * For the appointment of more than one proxy, please refer to Explanatory Note 3 (see front). |
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| 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. |
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| Ordinary Resolutions | For | Against | Vote Withheld |
For | Against | Vote Withheld |
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| 1. | To receive and adopt the company's annual accounts for the financial year ended 31 December 2012 together with the directors' report and the auditor's report on those accounts. |
3.7 | the Company's Articles. | To re-elect Kevin Tomlinson, who retires in accordance with Article 33 of | |||||||||
| 2. | To receive and approve the directors' remuneration report (which forms part of the directors' report) for the financial year ended 31 December 2012. |
4.1 | To re-appoint Deloitte LLP as the Company's auditors to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting at which accounts are laid before the company. |
||||||||||
| 3.1 | To re-elect Josef El-Raghy, who retires in accordance with Article 33 of the Company's Articles. |
4.2 | To authorise the directors to agree the remuneration of the auditors. | ||||||||||
| 3.2 | To re-elect Trevor Schultz, who retires in accordance with Article 33 of the Company's Articles. |
5. | to £600,000. | To increase the maximum aggregate amount of fees payable to directors | |||||||||
| 3.3 | To re-elect Gordon Edward Haslam, who retires in accordance with Article 33 of the Company's Articles. |
6. | To authorise the directors to allot relevant securities. | ||||||||||
| 3.4 | To re-elect Professor G. Robert Bowker, who retires in accordance with Article 33 of the Company's Articles. |
7. | Special Resolutions respect of the allotment of equity securities for cash. |
To disapply the pre-emption rights under the Company's Articles in | |||||||||
| 3.5 | To re-elect Mark Arnesen, who retires in accordance with Article 33 of the Company's Articles. |
8. | To authorise the Company to make market purchases of its own shares. | ||||||||||
| 3.6 | To re-elect Mark Bankes, who retires in accordance with Article 33 of the Company's Articles. |
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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 | ||||||||||||
| 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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H 6 9 9 0 2 C E T J
All Correspondence to: Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater Road Bristol, BS99 6ZY Tel: +44 (0)870 702 0000
MR A SAMPLE < DESIGNATION> SAMPLE STREET SAMPLE TOWN SAMPLE CITY SAMPLE COUNTY AA11 1AA
Shareholder Reference Number
C0000000000
IMPORTANT NOTICE
Following the passing of a Resolution at the Company's AGM in 2012, the Company is able to provide information to its shareholders by making it available on its website or using other electronic means. You now have the choice of receiving an email when your annual report and other shareholder communications become available or continuing to receive a printed copy.
PLEASE MAKE YOUR SELECTION ON THE BACK OF THIS LETTER
Dear shareholder
WHAT THIS MEANS FOR YOU
We encourage you to play your part in reducing our impact on the environment and elect to be notified by email when your shareholder communications are available online. This means you will now receive timely, cost-effective, and greener online annual reports (and other communications as they become available) unless you request a printed copy.
WHAT ARE YOUR OPTIONS?
Receive email notification when your shareholder communications become available online
Continue receiving a printed copy of all your communications
If you do not indicate your preference to us by 24 May 2013 you may not receive a full set of shareholder communications by post in the future. Instead we will write to you with details of how you can access the documentation.
Please refer to the back of this letter to make your selection.
If you have any questions about this letter please contact us.
Yours sincerely
Chris Aujard Company Secretary
Computershare Investor Services PLC is authorised and regulated by the Financial Services Authority, Registered Office: 25 The North Colonnade, Canary Wharf, London E14 5HS. Computershare Investor Services PLC is registered in England & Wales, Company No. 3498808, Registered Office: The Pavilions, Bridgwater Road, Bristol BS13 8AE.
Receive email notification when your shareholder communications become
Continue receiving a printed copy of all your communications.
To continue to receive a printed copy of the annual report and other shareholder communications please tick and send this letter back to us in the enclosed reply paid envelope.
If you take no action
If you do not indicate your preference to us by 21 May 2013 you may not receive a full set of shareholder communications by post in the future. Instead we will write to you with details of how you can access the documentation.
C0000000000