Form of Proxy – Drax Group plc
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Voting ID Task ID Shareholder Reference No.
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SHAREHOLDERS ARE ENCOURAGED TO SUBMIT THEIR PROXY VOTING INSTRUCTIONS IN ADVANCE OF THE MEETING
Please refer to the notes on the attached page and the explanatory notes in the accompanying Notice of Annual General Meeting before completing this form.
I/We hereby appoint the Chair of the Annual General Meeting as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our ordinary shares on my/our behalf at the Annual General Meeting of Drax Group plc to be held at 11.30am on Wednesday 21 April 2021 and at any adjournment thereof. I appoint my/our proxy to attend, speak and vote in the manner indicated below.
Please tick here if this proxy appointment is one of multiple appointments being made: (see Note 3).
You may register the appointment of a proxy electronically by logging onto www.sharevote.co.uk and using the reference numbers above or, if you have previously registered with the Company's registrar's online portfolio service Shareview, www.shareview.co.uk.
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Vote |
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| Resolutions |
For |
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Against Withheld |
| 1 To receive and adopt the Annual Report and Accounts. |
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2 To approve the annual statement to shareholders by the Chair of the Remuneration Committee and the Annual Report on Remuneration. |
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| 3 To approve the final dividend. |
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| 4 To re-elect Philip Cox as a Director of the Company. |
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| 5 To re-elect Will Gardiner as a Director of the Company. |
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| 6 To re-elect Andy Skelton as a Director of the Company. |
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| 7 To re-elect John Baxter as a Director of the Company. |
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| 8 To re-elect Nicola Hodson as a Director of the Company. |
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| 9 To re-elect David Nussbaum as a Director of the Company. |
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| 10 To re-elect Vanessa Simms as a Director of the Company. |
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| 11 To reappoint Deloitte LLP as auditor. |
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| 12 Authority for the directors to determine the auditor's remuneration. |
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| 13 Authority to make EU political donations to specified limits. |
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| 14 Authority to allot shares. |
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| 15 Authority to make non pre-emptive share allotments.* |
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| 16 Authority to purchase own shares.* |
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| 17 To adopt new Articles of Association.* |
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| 18 Authority to call a General Meeting on not less than 14 days' notice.* |
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| * Special resolution |
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Signature Date
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BN99 8LU Lancing Spencer Road Aspect House Equiniti
Freepost RTHJ CLLL-KBKU
Notes
- 1 Only holders of ordinary shares, or their duly appointed representatives, are entitled to vote at the meeting. A shareholder so entitled may appoint (a) proxy(ies), who need not be (a) shareholder(s), to exercise all or any of his/ her rights to attend and to speak and vote on his/her behalf at the meeting. Unless otherwise instructed, the person appointed as proxy will exercise his/her discretion as to how he/she votes or whether he/she withholds a vote on any particular resolution and on any other business (including amendments to resolutions and any procedural business), which may come before the AGM.
- 2 Shareholders and duly appointed proxies will also be able to participate electronically. Instructions on how to view the webcast electronically are included on this Proxy Card and in the Notice of Meeting. Every shareholder has the right to appoint some other person(s) of his or her choice, who need not be a shareholder, as his or her proxy to exercise all or any of his or her rights, to vote electronically and submit questions on their behalf at the meeting. If you wish to appoint a person other than the Chair, please insert the name of your chosen proxy holder in the space provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter, in the box below the proxy holder's name, the number of shares in relation to which they are authorised to act as your proxy. If this box is 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 shareholder, the full voting entitlement for that designated account).
- 3 You can appoint the Chairman of the AGM to be your proxy at the AGM.
- 4 The Form of Proxy gives your proxy full rights to attend, speak and vote at the AGM.
- 5 Please indicate with an "X" in the boxes provided how you wish your vote to be cast. Unless otherwise instructed, the person appointed 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 any procedural business), which may come before the AGM.
- 6 The 'Vote withheld' boxes are provided to enable you to abstain from voting on any particular resolution. You should note, however, that a 'Vote withheld' is not a vote in law and will not be counted in determining the proportion of votes cast 'For' and 'Against' a resolution on a poll
- 7 Paper proxy forms must be received at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, not later than 48 hours before the Annual General Meeting to be effective (i.e. before 11.30am on 19 April 2021). If the proxy form is signed by someone else on your behalf, his or her authority to sign must be returned with the proxy form. In the case of a corporation, the appointment of a proxy must be executed either under its common seal or by a duly authorised officer or agent. In the case of joint holders, any holder may sign. The vote of a more senior joint holder on the Register will be accepted to the exclusion of a junior joint holder. For this purpose, the order in which the names of the joint holders are recorded in the register of members will determine seniority.
Alternatively Electronic Proxy Appointment (EPA) is available for this Meeting. To use this facility you must visit www. sharevote.co.uk where details of the procedure are shown. The Voting ID, Task ID and Shareholder Reference Number shown on the Proxy Form will be required to complete the procedure. EPA will not be valid if received after 11.30am on Monday 19 April 2021 and will not be accepted if found to contain a computer virus.
- 8 Only those shareholders registered in the register of members of the Company at 6.30 pm on 19 April 2021 ((or, in the event of any adjournment, 6.30pm on the date which is two days before the time of the reconvening adjourned meeting) shall be entitled to vote at the AGM in respect of the number of shares registered in their respective names at that time. Changes to entries on the register after the relevant deadline shall be disregarded in determining the rights of any person voting at the AGM. Full details of the resolutions to be proposed at the AGM, with explanatory notes, are set out in the enclosed Notice of AGM.
- 9 Information on voting electronically via the internet or through CREST is contained in the notes to the Notice of AGM.
- 10 Any alterations to this proxy form should be initialled.
Further information about the AGM
If you would like to view the meeting electronically, please follow the instructions on pages 17 and 18 of the Notice of Meeting. You will require the following details:
Meeting ID: 123-088-802
Username: Shareholder Reference Number (SRN)
Password: First and last two digits of your SRN
To watch and listen to the presentations and submit questions in writing, you will need to log in to the meeting via the website 'https://web.lumiagm.com'. You will need the Meeting ID, your Username and Password.
If you have appointed a proxy or corporate representative they will need their own username and password which can be obtained by contacting the Company's registrar before 11:30am on 20 April 2021 on 0371 684 2030 or +44(0) 121 415 7047 if you are calling from outside the UK.