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FULLER,SMITH & TURNER PLC — Proxy Solicitation & Information Statement 2013
Jun 25, 2013
5193_agm-r_2013-06-25_1349ee4d-ef60-4825-8508-9e835de2e1ae.pdf
Proxy Solicitation & Information Statement
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FULLER SMITH & TURNER P.L.C.
ATTENDANCE CARD
For use at the Annual General Meeting 2013
PLEASE BRING THIS WITH YOU DIRECTIONS OVERLEAF
Shareholder Reference Number
C0000000000
Please detach this portion before posting this proxy form.
MR A SAMPLE < DESIGNATION> SAMPLE STREET SAMPLE TOWN SAMPLE CITY SAMPLE COUNTY
AA11 1AA
Form of Proxy - Annual General Meeting to be held on 25 July 2013
*00000101020000*
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: 911855
View the Annual Report online: www.fullers.co.uk
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 Wednesday 24 July 2013 at 11.00 am.
Explanatory Notes:
- 1. Every holder 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, 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 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).
- 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0870 889 4096 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 should be returned together in the same envelope.
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 PLC accept no liability for any instruction that does not comply with these conditions.
- 3. 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.
- 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, 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.
- 5. 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 889 4096 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
- 6. Any alterations made to this form should be initialled.
- 7. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
MR A SAMPLE < Designation> Additional Holder 1 Additional Holder 2 Additional Holder 3 Additional Holder 4
000001
Parking is very limited around the Brewery and Chiswick Mall is liable to flooding. The nearest tube stations are Turnham Green or Stamford Brook. The following buses go to Chiswick High Road: E3, H91, 27, 237, 267, 391. The 190 bus from Hammersmith stops opposite the Brewery in Chiswick Lane.
Form of Proxy
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).
* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
C0000000000
I/We 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 FULLER, SMITH & TURNER P.L.C. to be held on Thursday 25 July 2013, and at any adjourned meeting.
*
| Please mark here to indicate that this proxy appointment is one of multiple appointments being made. Vote |
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 | Withheld | For | Against | Vote Withheld |
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| 1. | To receive the Accounts and the Reports of the Directors and of the Auditors for the 52 weeks ended 30 March 2013. |
7. To approve the Directors' Remuneration Report. |
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| 2. | To declare a final dividend of 8.35p per "A" ordinary and "C" ordinary share and 0.835p per "B" ordinary share. |
8. To amend the Fuller, Smith & Turner P.L.C Long Term Incentive Plan as described in the Notice of Meeting. |
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| 3. | To re-appoint Ernst & Young LLP as auditors and authorise the Directors to set the level of their remuneration. |
9. To authorise the Directors to allot shares in the Company. Special Resolutions |
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| 4. | To re-elect Simon Emeny as a Director. | 10. To authorise the Company to allot new shares without regard to pre-emption rights. |
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| 5. | To re-elect Lynn Fordham as a Director. | 11. To authorise the Company to make market purchases of its own 'A' Ordinary shares. |
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| 6. | To re-elect Sir James Fuller as a Director. | 12. That a General Meeting, other than an Annual General Meeting, may be called at not less than 14 clear days' notice. |
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 | |
|---|---|---|
| 3 š v. ۰. × |
× × š œ ٥ 8 × 8 燚 56 |
3 |
|---|---|---|
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).
H 6 8 7 0 5 F L R
FULLER SMITH & TURNER P.L.C.
*00000102020100*
MR A SAMPLE < DESIGNATION> SAMPLE STREET SAMPLE TOWN SAMPLE CITY SAMPLE COUNTY AA11 1AA
Shareholder Reference Number
C0000000000
Please detach this portion before posting this form of instruction.
Indicative Voting Form - Annual General Meeting to be held on 25 July 2013
To be effective, all forms of instruction must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by Tuesday 23 July 2013 at 11.00 am.
Explanatory Notes:
- 1. Please indicate, by placing 'X' in the appropriate space overleaf, how you wish your votes to be cast in respect of each of the Resolutions. If this form is duly signed and returned, but without specific direction as to how you wish your votes to be cast, the form will be rejected.
- 2. 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.
3. Any alterations made in this form should be initialled.
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 PLC accept no liability for any instruction that does not comply with these conditions.
MR A SAMPLE < Designation> Additional Holder 1 Additional Holder 2 Additional Holder 3 Additional Holder 4
TO THE MEMBERS OF THE EMPLOYEE SHARE INCENTIVE PLAN ("THE PLAN")
Please find enclosed the following documents:
-
The 2013 Annual Report of the Company.
-
A circular to Members which includes the Notice of the Annual General Meeting to be held on Thursday 25 July 2013.
-
An Indicative Voting Form (below) in respect of the AGM.
-
A pre-paid envelope for the return of your form.
As you know, your shares under the Plan are currently held on your behalf by a Corporate Trustee, in accordance with HM Revenue & Customs' rules. However, the Trustee has agreed to seek the views of the employees for whom they hold shares under the Plan whenever there is a meeting of shareholders, (which of course you will all eventually become).
Therefore, please complete and return the Indicative Voting Form below to indicate whether or not you are in favour of the resolutions that are being proposed at the Annual General Meeting. When the Trustees come to vote they will do so in a manner reflecting the votes that you cast.
To be valid your form will need to be received not later than 11.00 am on Tuesday 23 July 2013. So please post your form in good time if you want your views to be taken into account.
FULLER SMITH & TURNER P.L.C.
Form of Instruction Please use a black pen.Mark with an X inside the box as shown in this example. C0000000000
I, being a Member of the Fuller, Smith & Turner P.L.C. Share Incentive Plan ("the Plan") hereby request the Trustee of the Scheme to vote at the Annual General Meeting of the Company to be held on Thursday 25 July 2013 and at any adjournment thereof, as indicated below.
| 1. | Ordinary Resolutions To receive the Accounts and the Reports of the Directors and of the Auditors for the 52 weeks ended 30 March 2013. |
For | Against | Vote Withheld |
7. | To approve the Directors' Remuneration Report. |
For | Against | Vote Withheld |
|
|---|---|---|---|---|---|---|---|---|---|---|
| 2. | To declare a final dividend of 8.35p per "A" ordinary and "C" ordinary share and 0.835p per "B" ordinary share. |
8. | To amend the Fuller, Smith & Turner P.L.C Long Term Incentive Plan as described in the Notice of Meeting. |
|||||||
| 3. | To re-appoint Ernst & Young LLP as auditors and authorise the Directors to set the level of their remuneration. |
9. | To authorise the Directors to allot shares in the Company. Special Resolutions |
|||||||
| 4. | To re-elect Simon Emeny as a Director. | 10. To authorise the Company to allot new shares without regard to pre-emption rights. |
||||||||
| 5. | To re-elect Lynn Fordham as a Director. | 11. To authorise the Company to make market purchases of its own 'A' Ordinary shares. |
||||||||
| 6. | To re-elect Sir James Fuller as a Director. | 12. That a General Meeting, other than an Annual General Meeting, may be called at not less than 14 clear days' notice. |
||||||||
| Signature | Date | In the case of joint shareholders, only one holder need sign. In the case of a corporation, the Form of Instruction should be signed by a duly authorised official whose capacity should be stated, or by an attorney. |
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| H | 8 6 7 |
0 6 |
F L R |