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FULLER,SMITH & TURNER PLC Proxy Solicitation & Information Statement 2017

Jun 22, 2017

5193_agm-r_2017-06-22_474464d8-588d-496a-8140-7fb1d5b4fca8.pdf

Proxy Solicitation & Information Statement

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FULLER'S

FULLER SMITH & TURNER P.L.C.

Shareholder Reference Number

Indicative Voting Form - Annual General Meeting to be held on 25 July 2017

To be effective, all Indicative Voting Forms must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by Sunday 23 July 2017 at 11 a.m.

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.

All Named Holders

SG148

141668_135807_RUN_ONS/000001/000002/SG148/1


TO THE MEMBERS OF THE EMPLOYEE SHARE INCENTIVE PLAN ("THE PLAN")

Please find enclosed the following documents:

  1. The 2017 Annual Report of the Company.
  2. A circular to Members which includes the Notice of the Annual General Meeting to be held on Tuesday 25 July 2017.
  3. An Indicative Voting Form (below) in respect of the AGM.
  4. 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 Sunday 23 July 2017. So please post your form in good time if you want your views to be taken into account.

Computershare

Indicative Voting Form

Please use a black pen. Mark with an X inside the box as shown in this example. ☑

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 Fuller, Smith & Turner P.L.C. to be held on Tuesday 25 July 2017 at 11 a.m. and at any adjournment thereof, as indicated below.

Ordinary Resolutions For Against Vote Withheld
1. To receive the Accounts and the Reports for the 53 weeks ended 1 April 2017.
2. To declare a final dividend of 11.55 pence per "A" ordinary and "C" ordinary share and 1.155 pence per "B" ordinary share.
3. To approve the Directors' Remuneration Report.
4. To approve the Directors' Remuneration Policy.
5. To elect Simon Dodd as a Director.
6. To re-elect John Dunsmore as a Director.
7. To re-elect Richard Fuller as a Director.
For Against Vote Withheld
--- --- ---
8. To re-elect Jonathon Swaine as a Director.
9. To re-appoint Grant Thornton UK LLP as auditors and authorise the Directors to set the level of their remuneration.
10. To authorise the Directors to allot shares in the Company.
Special Resolutions
11. To authorise the Directors to allot new shares without applying pre-emption rights.
12. To authorise the Company to buy back A ordinary shares.
13. To amend the notice period for general meetings other than Annual General Meetings.

Signature _______

Date _______

DD/MM/YY

H871 08 FLR