AI assistant
Future PLC — Proxy Solicitation & Information Statement 2014
Jun 26, 2014
4787_agm-r_2014-06-26_ce6e3c33-e3af-42ab-bf87-681b5cf14636.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
MR A SAMPLE < DESIGNATION> SAMPLE STREET SAMPLE TOWN SAMPLE CITY SAMPLE COUNTY AA11 1AA
Attendance Card
Additional Holders: ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4 Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. The Chairman of Future plc invites you to attend the General Meeting of the Company to be held at 2 Balcombe Street, London, NW1 6NW on 15 July 2014 at 11.00 am.
Shareholder Reference Number
C0000000000
Please detach this portion before posting this proxy form.
Form of Proxy - General Meeting to be held at 11.00 am on 15 July 2014
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: 912444
View the Notice of Meeting online: www.futureplc.com
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 11 July 2014 at 11.00 am.
Explanatory Notes:
- 1. Every shareholder is entitled to appoint another person as his/her proxy to exercise all or any of his/her rights, to attend, speak and vote at the meeting. A proxy need not be a shareholder of the Company. 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). *00000101010010* 118496_77086_MAIL/000001/000001/SG148/i1 000001
- 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0870 707 1443 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.
- 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.
-
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.
-
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 at the meeting will be determined by reference to the Register of Members of the Company at 6.00 pm on 11 July 2014 or, if the meeting is adjourned, 48 hours before the time fixed for the adjourned meeting (as the case may be). In each case, changes to entries on the Register of Members after that time shall be disregarded.
- 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) by means of the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) by 11.00 am on 11 July 2014. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) 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 35(5)(a) of the Uncertificated Securities Regulations 2001.
- 6. 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 707 1443 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
- 7. Any alterations made to this form should be initialled.
- 8. 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
Poll Card To be completed only at the Meeting if a Poll is called.
| For | Against | Vote Withheld |
||
|---|---|---|---|---|
| Ordinary Resolution | ||||
| 1. | THAT the proposed disposal of the Portfolio (the Disposal) on the terms and subject to the conditions set out in the asset purchase agreement (Asset Purchase Agreement) dated 28 May 2014 (as amended by deed of amendment dated 19 June 2014), entered into between the Company, its subsidiary Future Publishing Limited and Immediate Media Company Bristol Limited be and is hereby approved and the Directors (or a committee of the Directors) be and are hereby generally and unconditionally authorised to do all such acts and things as they may in their absolute discretion consider necessary and/or desirable in order to implement and complete the Disposal in accordance with the terms described in the Asset Purchase Agreement, subject to such immaterial amendments or variations thereto as the Directors (or a committee of the Directors) may in their absolute discretion think fit. |
|||
| Special Resolution | ||||
| 2. | THAT the proposed transfer of the Company's category of equity share listing on the Official List of the United Kingdom Listing |
2. THAT the proposed transfer of the Company's category of equity share listing on the Official List of the United Kingdom Listing Authority and on the Main Market of the London Stock Exchange plc from a premium listing (commercial company) to a standard listing (shares) (Transfer of Listing) be and is hereby approved and the directors of the Company be and are hereby authorised to cause such Transfer of Listing to be effected and to do and/or procure to be done all such acts or things as they may consider necessary or desirable in connection therewith.
Signature
In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.
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).
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 General Meeting of Future plc to be held at 2 Balcombe Street, London, NW1 6NW on 15 July 2014 at 11.00 am, and at any adjourned meeting.
* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
Please mark here to indicate that this proxy appointment is one of multiple appointments being made.
Please use a black pen. Mark with an X inside the box as shown in this example.
C0000000000
Vote Withheld
Ordinary Resolution For Against
1. THAT the proposed disposal of the Portfolio (the Disposal) on the terms and subject to the conditions set out in the asset purchase agreement (Asset Purchase Agreement) dated 28 May 2014 (as amended by deed of amendment dated 19 June 2014), entered into between the Company, its subsidiary Future Publishing Limited and Immediate Media Company Bristol Limited be and is hereby approved and the Directors (or a committee of the Directors) be and are hereby generally and unconditionally authorised to do all such acts and things as they may in their absolute discretion consider necessary and/or desirable in order to implement and complete the Disposal in accordance with the terms described in the Asset Purchase Agreement, subject to such immaterial amendments or variations thereto as the Directors (or a committee of the Directors) may in their absolute discretion think fit.
*
Special Resolution
2. THAT the proposed transfer of the Company's category of equity share listing on the Official List of the United Kingdom Listing Authority and on the Main Market of the London Stock Exchange plc from a premium listing (commercial company) to a standard listing (shares) (Transfer of Listing) be and is hereby approved and the directors of the Company be and are hereby authorised to cause such Transfer of Listing to be effected and to do and/or procure to be done all such acts or things as they may consider necessary or desirable in connection therewith.
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 |
|---|---|
$$
\overline{\text{DDI} \text{MMI} \text{YY}}
$$
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 4 7 0 6 F U T