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Centrica PLC Proxy Solicitation & Information Statement 2021

Apr 6, 2021

5292_agm-r_2021-04-06_b1685db8-bc31-47f0-a123-6f71afe33ec0.pdf

Proxy Solicitation & Information Statement

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AGM 2021 Proxy Form
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Voting ID
Task ID
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Shareholder Reference Number (SRN)
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You can submit your proxy instructions electronically at sharevote.co.uk using the above numbers.
CAREFULLY
BEFORE
COMPLETING THIS
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Appointment of Proxy
Name of proxy
thereof. The proxy will vote on the resolutions below as I/we have indicated (please refer to note 4).
If no instruction is given regarding any resolution, the proxy will vote at their discretion or abstain from voting.
Resolution
For Against Withheld
1. To receive the Annual Report
and Accounts 2020
I/We, the undersigned, being a member of Centrica plc (Centrica), hereby appoint the Chairman of the meeting or
no of shares
as my/our proxy, to exercise all or any of my/our right(s) to vote in respect of my/our voting entitlement on my/our behalf at
Centrica plc's Annual General Meeting (AGM) to be held on Monday, 10 May 2021 at 11.00 am and at any adjournment
Please tick here if this proxy appointment is one of multiple appointments being made (please refer to note 4).
Please indicate your voting instructions by marking the appropriate boxes in ink like this:
Resolution
For Against Withheld
12. To re-appoint Deloitte LLP
as Auditors of Centrica
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2. To approve the Directors'
Remuneration Report
3. To approve the Directors'
Remuneration Policy
4. To elect Carol Arrowsmith+
5. To elect Kate Ringrose+
6. To re-elect Stephen Hester+
7. To re-elect Pam Kaur+
8. To re-elect Heidi Mottram+
9. To re-elect Kevin O'Byrne+
10. To re-elect Chris O'Shea+
11. To re-elect Scott Wheway+
13. To authorise the Directors
to determine the Auditors'
remuneration
14. Authority for political donations
and political expenditure
in the UK
15. Authority to allot shares
16. Authority to disapply
pre-emption rights#
17. Additional authority to
disapply pre-emption rights#
18. Authority to purchase own shares#
19. Notice of general meetings#
Notes
These notes should be read in conjunction with the
Proxy Form and Notice of AGM.
General
1. This form assumes that you wish to vote all your shares
in the same way on each resolution. If you wish to vote only
part of your holding or to vote some shares one way and
some another, please contact the shareholder helpline
on 0371 384 2985 or +44 (0)121 415 7061 from outside

Resolutions 1 to 19 are recommended to you by the Board. To be valid, this form must be received no later than 11.00 am on Thursday, 6 May 2021 (see the Important Notes section of the Notice of AGM in the case of an adjournment or deferred poll). The Notice of AGM is available at centrica.com/agm21.

  • biographical details, including membership of Board committees, are included in the Notice of AGM and the Annual Report and Accounts 2020 which are available at centrica.com/ar20 and centrica.com/agm21. # special resolutions.

Once completed, please detach and post this form. You may, if you prefer, return this form in a sealed envelope to Freepost RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing BN99 8LU. Please allow one week before the deadline to ensure your form arrives in time. If you appoint more than one proxy, all forms must be signed and returned together in the same envelope using the Freepost address.

1237-231-S + +

Date Signature

precedence. You are advised to read the sharevote.co.uk terms and conditions of use carefully. 3. CREST members who wish to appoint a proxy via the CREST electronic proxy appointment service should refer to the CREST section in the Important Notes in the Notice of AGM. Information about the Proxymity voting platform also can be found in the Notice of AGM.

  1. If you wish to submit your proxy appointment electronically, please visit sharevote.co.uk, where full instructions on how to do so are given. If you return paper and electronic voting instructions, those received last by Equiniti before the latest time for the receipt of proxies or voting instructions will take

Proxy appointment

  1. You are entitled to appoint a proxy or proxies, who need not be a Centrica shareholder, or the Chairman of the meeting, to exercise your right to vote provided that each proxy is appointed in respect of a different share or shares. If you do not wish to appoint the Chairman of the meeting as your proxy, please write the proxy's name in the box provided above. Please note that, given the current restrictions on attendance, named proxies will not be permitted to attend the meeting in person but may attend online. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy's name 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. If you appoint more than one proxy, additional Proxy Form(s) may be obtained by contacting the shareholder helpline* on 0371 384 2985 or +44 (0)121 415 7061 from outside of the UK or you may photocopy this Proxy Form. Please indicate by ticking the box provided if your proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

AGM 2021 | Important Information

Please see overleaf for further notes.

Printed by Team 365 – Card 1A

Notes continued

Proxy appointment continued

    1. The 'Withheld' option is provided to enable you to refrain from voting on any particular resolution. 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' or 'Against' a resolution.
    1. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence except in the case of joint holdings as the vote of the senior joint holder who tenders a vote will be accepted to the exclusion of the votes of the other joint holders. 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.
    1. If a shareholder is a company this form must be executed under its common seal or be signed by a duly authorised officer, representative or attorney whose capacity must be stated.

Have you received more than one copy of these documents? If so, it is likely that you have more than one shareholder account. Please help us to reduce our environmental impact and save paper by calling the Centrica shareholder helpline* on 0371 384 2985 or +44 (0)121 415 7061 from outside the UK to combine your accounts. Business Reply Plus

If you have any further queries regarding your shareholding, please contact Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA (telephone: 0371 384 2985* or +44 (0)121 415 7061 from overseas). Further information can also be found at centrica.com/shareholdercentre .

* Shareholder helpline open 8.30am to 5.30pm, Monday to Friday (UK time), excluding holidays in England and Wales. Calls to an 03 number cost no more than a national rate call to an 01 or 02 number, unless you are dialling from overseas where call charges will vary. Licence Number

Business Reply Plus Licence Number RRHH-GBJZ-LKSU Business Reply Plus Licence Number Business Reply Plus Licence Number RRHH-GBJZ-LKSU

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Equiniti Aspect House Spencer Road LANCING BN99 6GF