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Future PLC

Proxy Solicitation & Information Statement Dec 14, 2021

4787_agm-r_2021-12-14_83a09d98-e23f-4221-8be6-a688a4ad0932.pdf

Proxy Solicitation & Information Statement

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Future plc

All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

Form of Proxy - Annual General Meeting to be held on 3 February 2022

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.

View the Annual Report online: https://www.futureplc.com/invest-in-future/

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 1 February 2022 at 11.30 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).To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 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.
  • 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.
    • 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. 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.

Control Number: 917582

PIN: SRN:

  • 4. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) 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.
  • 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 0370 707 1443 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.

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).

*
meeting. 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 Future plc to be held at 121-141 Westbourne Terrace, Paddington, London, W2 6JR on 3 February 2022 at 11.30 am, and at any adjourned
* 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.
Ordinary Resolutions For Against Vote
Withheld
For Against Vote
Withheld
1. Adoption of Annual Report and Accounts for FY
2021
11. To re-elect Alan Newman as a Director of the
Company
2. To declare a final dividend for the year ended 30
September 2021
12. To elect Anglea Seymour-Jackson as a Director of
the Company
3. Approval of the Directors' Remuneration Report 13. To reappoint Deloitte LLP as Auditor of the
Company
4. To re-elect Richard Huntingford as a Director of the
Company
14. To authorise the Audit and Risk Committee to
decide the remuneration of the Auditor
5. To re-elect Zillah Byng-Thorne as a Director of the
Company
15. Directors' authority to allot shares in the Company
or grant rights to subscribe for, or convert any
security into shares in the Company
6. To re-elect Meredith Amdur as a Director of the
Company
16. Authority to make political donations
7. To re-elect Mark Brooker as a Director of the
Company
Special Resolutions
17. Directors' general powers to disapply pre-emption
rights
8. To re-elect Hugo Drayton as a Director of the
Company
18. Directors' powers to disapply an additional five per
cent pre-emption rights
9. To re-elect Rob Hattrell as a Director of the
Company
19. Authority to call a general meeting, other than an
AGM, on not less than 14 clear days' notice
10. To elect Penny Ladkin-Brand as Director of the

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

Company

Date

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 7 7 7 2 0 F U T

Dear Shareholder,

The notice of meeting for the Company's Annual General Meeting, which is being held on 3 February 2022 at 11.30am, is included in the FY 2021 Annual Report on page 174. At the time of posting the notice, it is uncertain what regulations or public health guidance might be in place at the time of the AGM. The Board understands that many of the most regular attendees of our AGMs in past years, even if their health and the then current regulations permit, might not want to travel into central London to attend AGMs so we have again arranged for the meeting to be webcast.

In light of the current uncertainty, we do strongly encourage shareholders to submit a proxy vote in advance of the AGM and to appoint the Chairman of the meeting as their proxy, rather than a named person who, if circumstances change, may not be able to attend the meeting. Further details on the appointment of a proxy are included in the notice convening the AGM set out at the end of the Annual Report. The deadline for receipt of electronic proxy appoints is 1 February 2022 by 11.30 a.m. (London time).

The Company will be providing a webcast facility that will enable shareholders to follow the proceedings of the AGM remotely at the link below:

https://webcasting.brrmedia.co.uk/broadcast/61a900dad3bc8f738533a4f9

There will be an opportunity to ask questions after the presentation. You will need your SRN and PIN number (shown below) to log in. Please note that the PIN number is different to that on your Form of Proxy.

Shareholders can also submit any specific questions on the business of the AGM and the resolutions ahead of the AGM by email to [email protected] (marked for the attention of the Company Secretary). Any questions must be received by 11.30 a.m. (London time) on 1 February 2022. The Future Board will aim to respond to these questions during the AGM but if not, questions received and answers to such questions will be made available on Future's website as soon as possible after the meeting.

SRN:

PIN:

Yours faithfully

Richard Huntingford Chairman

Quay House futureplc.com The Ambury Bath BA1 1UA Future plc

Future +44 (0)1225 442 244

United Kingdom Reg No. 03757874 England

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