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Cordiant Digital Infrastructure Ltd — Proxy Solicitation & Information Statement 2025
Jun 26, 2025
10462_agm-r_2025-06-26_776ad16c-1c9d-4869-b679-0466807f13f4.pdf
Proxy Solicitation & Information Statement
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Cordiant
Annual General Meeting 2025 (the 'AGM') – Vote your shares
We strongly recommend that you submit your voting instructions ahead of the AGM. You can submit your voting instructions by completing and returning the proxy form below.
- VOTE ONLINE AT http://www.investorcentre.co.uk/eproxy
Control Number
920765
PIN
Cordiant Digital Infrastructure Limited
Shareholder Reference No.
To be effective, all proxy appointments must be lodged with the Company's Registrar at: Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY or at www.investorcentre.co.uk/eproxy or via CREST by 10.00 a.m. on 23 July 2025.
| My voting instructions are: | Indicate vote by marking an X in black ink | |||
|---|---|---|---|---|
| Resolution | For | Against | Vote Withheld | |
| 1. | To receive and consider the Annual Report and Audited Financial Statements of the Company for the financial year ended 31 March 2025 as set out in the Notice of AGM. | ☐ | ☐ | ☐ |
| 2. | To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) contained within the Annual Report and Audited Financial Statements for the financial year ended 31 March 2025. | ☐ | ☐ | ☐ |
| 3. | To approve the Directors' Remuneration Policy contained within the Annual Report and Audited Financial Statements for the financial year ended 31 March 2025. | ☐ | ☐ | ☐ |
| 4. | To approve the Dividend Policy. | ☐ | ☐ | ☐ |
| 5. | To reappoint BDO Limited as auditor of the Company, to hold office until the conclusion of the next annual general meeting to be held in 2026. | ☐ | ☐ | ☐ |
| 6. | That the Directors be authorised to agree the remuneration of BDO Limited. | ☐ | ☐ | ☐ |
| 7. | To re-elect Shonaid Jemmett-Page as a director of the Company. | ☐ | ☐ | ☐ |
| 8. | To re-elect Sian Hill as a director of the Company. | ☐ | ☐ | ☐ |
| 9. | To re-elect Marten Pieters as a director of the Company. | ☐ | ☐ | ☐ |
| 10. | To re-elect Simon Pitcher as a director of the Company. | ☐ | ☐ | ☐ |
| 11. | To resolve that the Company be generally and, subject as hereinafter appears, unconditionally authorised, in accordance with section 315(1)(a) of The Companies (Guernsey) Law, 2008 (as amended) (the Companies Law), to make market acquisitions (within the meaning of section 316 of the Companies Law) of ordinary shares, and to cancel such ordinary shares or hold such ordinary shares as treasury shares. | ☐ | ☐ | ☐ |
| 12. | To authorise the Directors to declare and pay all dividends of the Company as interim dividends and for the last dividend referable to a financial year not to be categorised as a final dividend that is subject to shareholder approval. | ☐ | ☐ | ☐ |
| 13. | To approve the partial disapplication of the pre-emption rights under Article 9 of the Company's Articles of Incorporation, thereby giving the Directors the power to allot and issue and/or sell out of treasury up to 10% of the issued ordinary shares at no less than the current net asset value per share on a non-pre-emptive basis by way of tap issues. | ☐ | ☐ | ☐ |
Please tick here if this proxy appointment is one of multiple appointments (see note 2) ☐ Number of shares
Signing Declaration
I/We being a shareholder(s) of the Company hereby appoint the Chair of the Meeting, or
I/We hereby appoint the Chair 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 Cordiant Digital Infrastructure Limited to be held at 10.00 a.m. on 25 July 2025, and at any adjourned meeting.
Signature
Date
Cordiant
AGM – 25 July 2025 – Attendance card
The 2025 Annual General Meeting of Cordiant Digital Infrastructure Limited will be held on 25 July 2025 at 10.00 a.m. at the offices of:
Deutsche Numis
45 Gresham Street
London
EC2V 7BF
Explanatory notes
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Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the chairman of the meeting, please insert the name of your chosen proxy holder in the space provided (see reverse). 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 returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his/her discretion as to whether, and if so how, he/she votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his/her discretion as to whether, and if so how, he/she votes).
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To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 4040 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. Unless otherwise instructed, the person appointed as a proxy will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting on any particular resolution and on any other business (including amendments to resolutions and procedural business) which may come before the Meeting. All forms must be signed and should be returned together in the same envelope.
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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.
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Pursuant to Regulation 41 of the Uncertificated Securities (Guernsey) Regulations 2009, 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 of the Company after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
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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 (excluding non-working days) before the time appointed for holding the meeting. 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 Regulation 34 of the Uncertificated Securities (Guernsey) Regulations 2009.
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The above is how your address appears on the register of members of the Company. If this information is incorrect, please ring the Registrar's helpline on 0370 707 4040 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
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Any alterations made to this form should be initialled.
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The completion and return of this form will not preclude a member from attending the meeting and voting in person.