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Glenveagh Properties Plc AGM Information 2021

Mar 25, 2021

1977_agm-r_2021-03-25_47774118-9c5e-4933-a822-28dfe809fefc.pdf

AGM Information

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Attendance Card

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

The Chairman of Glenveagh Properties plc ("the Company") invites you to attend the Annual General Meeting of the Company to be held at 15 Merrion Square North, Dublin 2 on Thursday, 27 May 2021 at 10:30 a.m

Shareholder Reference Number

Please detach this portion before posting this form.

Form of Proxy - Annual General Meeting ('AGM') of Glenveagh Properties plc to be held on 27 May 2021

To be effective, all proxy appointments must be lodged with the Company's registrars at: Computershare Investor Services (Ireland) Limited, P.O. Box 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland by 25 May 2021 at 10:30a.m.

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). A Shareholder may appoint more than one proxy to attend and vote at the meeting provided each proxy is appointed to exercise rights attached to different shares held by that Shareholder. 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 left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). Where a poll is taken at the AGM, a Shareholder, present in person or proxy, holding more than one share is not required to cast all their votes in the same way.
  • 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on +353 1 696 8426 or you may photocopy the reverse only of 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 ticking 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. We are closely monitoring the situation and the measures advised by the Government of Ireland in relation to the ongoing Covid-19 pandemic and will endeavour to take all recommended actions into account in the conduct of the AGM. There will be restricted attendance at the AGM, the AGM will be as brief as possible and the venue will be vacated promptly following the AGM. Refreshments will not be served. The AGM will be held with the minimum quorum in accordance with the Articles of Association of the Company. In the event that it is not possible to hold the AGM either in compliance with public health guidance or applicable law or whether it is otherwise considered that proceeding with the AGM as planned poses an unacceptable risk to health and safety, the AGM may be adjourned or postponed in accordance with the Company's articles of association.
  • 4. The process for appointing a proxy will depend on the manner in which you hold your interest in the Company. For Shareholders whose name appears on the register of members of the Company ( being those who hold their shares in certifi cated form and who do not hold their interests in ordinary

Kindly Note: This form is issued only to the addressee(s) and is specific to the All 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 (Ireland) Limited accept no liability for any instruction that does not comply with these conditions.

shares as Belgian law rights through the Euroclear system or as CREST depository interests ("CDIs") through the CREST System) your proxy may:

  • (a) be submitted by fax to +353 (0)1 447 5572, provided it is received in legible form; or
  • (b) be submitted electronically, subject to the terms and conditions of electronic voting, via the internet by accessing the shareholder portal on the Computershare Investor Services (Ireland) Limited website www.eproxyappointment.com. You will need your control number, shareholder reference number and your PIN number, which can be found on your Form of Proxy; or
  • (c) be submitted by post to the Company's Registrar, Computershare Investor Services (Ireland) Limited, P.O. Box 13030, 3100 Lake Drive, Citywest Business Campus Dublin 24, D24 AK82, Ireland.

Persons who hold their interests in ordinary shares as Belgian law rights through the Euroclear Bank system or as CDIs should consult with their stockbroker or other intermediary at the earliest opportunity for further information on the processes and timelines for submitting proxy votes for the AGM through the respective systems. For voting services offered by custodians holding Irish corporate securities directly with Euroclear Bank SA/NV ("Euroclear Bank"), please contact your custodian.

  • 5. All proxy voting instructions (whether submitted directly or through the Euroclear or (via a holding of CDIs) CREST systems) must be received by the Company's Registrar not less than 48 hours before the time appointed for the AGM or any adjournment of the AGM. However, persons holding through the Euroclear or (via a holding of CDIs) CREST systems will also need to comply with any additional voting deadlines imposed by the respective service offerings. Again, all persons affected are recommended to consult with their stockbroker or other intermediary at the earliest opportunity.
  • 6. 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.
  • 7. The above is how your address appears on the Register of Members. If this information is incorrect please ring the registrar's helpline on +353 1 696 8426 to request a change of address form or go to www.investorcentre.com/ie to use the online Investor Centre service.
  • 8. Any alterations made to this form should be initialled.
  • 9. The appointment of a proxy will not preclude a member from attending the meeting and voting in person.
All Holders

Poll Card To be completed only at the AGM if a Poll is called.

Resolutions
Resolutions Vote
Ordinary Business For Against Withheld
1. To receive and consider the accounts for the period ended
31 December 2020 together with the reports of the Directors and
Auditors thereon and a review of the affairs of the Company.
2. To receive and consider the Report of the Remuneration
Committee for the period ended 31 December 2020.
3. To receive and consider the Remuneration Policy.
4. To appoint / re-appoint the following Directors:
a. John Mulcahy;
b. Stephen Garvey;
c. Robert Dix;
d. Richard Cherry;
e. Cara Ryan;
f. Pat McCann; and
Vote
For Against Withheld
g. Michael Rice.
5. To re-appoint the Auditors.
6. To authorise the Directors to determine the remuneration of
the Auditors.
7. To convene a General Meeting by 14 days' notice.
8. Authority to allot shares.
9. Disapplication of statutory pre-emption rights in
certain circumstances.
10. Disapplication of statutory pre-emption rights in
additional circumstances.
11. Authority to make market purchases.
12. Authority to re-issue treasury shares.

Form of Proxy

........ FOLD HERE

c. Robert Dix; 10.
Disapplication of statutory pre-emption rights in
additional circumstances.
y
d. Richard Cherry; Authority to make market purchases.
11.
l
e. Cara Ryan; 12.
Authority to re-issue treasury shares.
f. Pat McCann; and O n
Signature
Form of Proxy
X
Please use a black pen. Mark with an X
n
inside the box as shown in this example.
I/We hereby appoint the Chairman of the Meeting OR the following person
o
i
t
as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement on my/our behalf on any matter at the Annual General Meeting of
Glenveagh Properties plc to be held at 15 Merrion Square North, Dublin 2 on Thursday 27 May 2021 at 10:30 a.m., and at any adjournment thereof.
I/We direct that my/our vote(s) be cast on the specifi ed resolutions as indicated by an X in the appropriate box.
For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
Please tick here to indicate that this proxy appointment is one of multiple appointments being made.
m a
Resolutions r
Vote
Vote
Ordinary Business For Against Withheld For Against Withheld
1.
To receive and consider the accounts for the period ended
31 December 2020 together with the reports of the Directors and
Auditors thereon and a review of the affairs of the Company.
o g. Michael Rice.
f
2.
To receive and consider the Report of the Remuneration
Committee for the period ended 31 December 2020.
5.
To re-appoint the Auditors.
3.
To receive and consider the Remuneration Policy.
6.
To authorise the Directors to determine the remuneration of
the Auditors.
n
4.
To appoint / re-appoint the following Directors:
7.
To convene a General Meeting by 14 days' notice.
I
a. John Mulcahy;
8.
Authority to allot shares.
b. Stephen Garvey; Disapplication of statutory pre-emption rights in
9.
certain circumstances.
r
c. Robert Dix;
10.
Disapplication of statutory pre-emption rights in
additional circumstances.
o
d. Richard Cherry;
11.
Authority to make market purchases.
F
e. Cara Ryan;
12.
Authority to re-issue treasury shares.

I/we direct my/our proxy to vote on the resolutions proposed at the Meeting as indicated on this form. Where no instruction appears above as to how the proxy should vote the proxy may vote as he or she sees fi t or abstain in relation to any business of the meeting.

Signature Date
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/ /

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 offi cer duly authorised, stating their capacity (e.g. director, secretary).

WF 2 K 0 4 7 GLE I

0 8

........ FOLD HERE

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