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FULLER,SMITH & TURNER PLC Proxy Solicitation & Information Statement 2019

Mar 29, 2019

5193_agm-r_2019-03-29_8d7179e4-4b52-41b8-b296-012785a81e98.pdf

Proxy Solicitation & Information Statement

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Shareholder Reference Number

Indicative Voting Form - Extraordinary General Meeting to be held on 24 April 2019

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 Monday 22 April 2019 at 10 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 All Named Holders 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.

I Named Holders

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

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\$FLUFXODUWR0HPEHUVZKLFKLQFOXGHVWKH1RWLFHRIWKH ([WUDRUGLQDU\HQHUDO0HHWLQJ³EGM*´?WREHKHOGRQ :HGQHVGD\$SULO

  • \$Q,QGLFDWLYH9RWLQJ)RUPEHORZ?LQUHVSHFWRIWKH(*0
  • \$SUHSDLGHQYHORSHIRUWKHUHWXUQRI\RXUIRUP

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 Extraordinary 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 10 a.m. on Monday 22 April 2019, so please post your form in good time if you want your views to be taken into account.

Indicative Voting Form

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

I, being a Member of the Fuller, Smith & Turner P.L.C. Share Incentive Plan ("the Plan") hereby request the Trustee of the Plan to vote at the Extraordinary General Meeting of Fuller, Smith & Turner P.L.C. to be held on Wednesday 24 April 2019 at 10 a.m. and at any adjournment thereof, as indicated below.

Ordinary Resolutions Vote

Resolution 1: Ordinary Disposal Resolution

Subject to and conditional upon Resolution 2 being passed, to approve the proposed Disposal (as defined and summarised in the accompanying circular) and to authorise the directors to take all necessary steps to implement or complete the proposed Disposal.

Resolution 2: A Ordinary Disposal Resolution

Subject to and conditional upon Resolution 1 being passed, to approve the proposed Disposal (as defined and summarised in the accompanying circular) and to authorise the directors to take all necessary steps to implement or complete the proposed Disposal.

Resolution 3: Simon Dodd Payments Resolution

Subject to and conditional upon Completion of the Disposal occurring, to approve the Simon Dodd Payments (as defined and summarised in the accompanying circular) for all purposes and to authorise the directors to take all necessary steps to implement such payments.

Resolution 4: Jonathon Swaine Payments Resolution

Subject to and conditional upon Completion of the Disposal occurring, to approve the Jonathon Swaine Payments (as defined and summarised in the accompanying circular) for all purposes and to authorise the directors to take all necessary steps to implement such payments.

Resolution 5: Richard Fuller Payments Resolution

Subject to and conditional upon Completion of the Disposal occurring, to approve the Richard Fuller Payments (as defined and summarised in the accompanying circular) for all purposes and to authorise the directors to take all necessary steps to implement such payments.

Signature Date

/ / C S C

For Against Withheld