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Great Portland Estates PLC — Proxy Solicitation & Information Statement 2025
May 30, 2025
4631_agm-r_2025-05-30_d2abc3f9-55be-40c1-a325-42bd5fc2bd12.pdf
Proxy Solicitation & Information Statement
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For
Against
Vote withheld*
GREAT PORTLAND ESTATES plc ANNUAL GENERAL MEETING 2025
To be held at the Royal College of Nursing, 20 Cavendish Square, London W1G 0RN on Thursday, 3 July 2025 at 11.30am. The deadline for the receipt by the Company's registrar of
all proxy appointments is 11.30am on Tuesday, 1 July 2025.
Although you have received a paper version of the form of proxy, you may submit your proxy voting instruction online. Please visit www.shareview.co.uk and follow the on-screen instructions (please note that you will need your Shareholder Reference Number which can be found below). Your online proxy instructions must be received by Equiniti Limited by 11.30am on Tuesday, 1 July 2025.
FORM OF PROXY GREAT PORTLAND ESTATES plc – ANNUAL GENERAL MEETING 2025
I/We being (a) holder(s) of shares of the above-named Company hereby appoint the person named below or, failing such person, the Chair of the AGM
Name of proxy if not Chair of meeting Number of shares if not full voting entitlement
as my/our proxy to exercise all or any of my/our rights to attend, speak and vote on my/our behalf at the AGM of the Company to be held at 11.30am on Thursday, 3 July 2025 and at any adjournment thereof. Shareholder Reference Number:
The proxy is instructed to vote on the Resolutions as indicated below. See notes (1) and (2) overleaf.
Please mark 'X' here if this appointment is one of multiple appointments being made. See notes (2) and (3) overleaf.
Against
Vote withheld*
For
RESOLUTIONS Please mark 'X' to indicate how you wish to vote
ORDINARY RESOLUTIONS
- 1 To receive the audited financial statements together with the Directors' and auditor's reports for the year ended 31 March 2025.
- 2 To declare a final dividend for the year ended 31 March 2025.
- 3 To approve the Directors' remuneration report.
- 4 To elect William Eccleshare as a Director of the Company.
- 5 To re-elect Toby Courtauld as a Director of the Company.
- 6 To re-elect Nick Sanderson as a Director of the Company.
- 7 To re-elect Dan Nicholson as a Director of the Company.
- 8 To re-elect Karen Green as a Director of the Company.
- 9 To re-elect Mark Anderson as a Director of the Company.
- 10 To re-elect Vicky Jarman as a Director of the Company.
- 11 To re-elect Champa Magesh as a Director of the Company.
- 12 To re-elect Emma Woods as a Director of the Company.
ORDINARY RESOLUTIONS
- 13 To reappoint PricewaterhouseCoopers LLP as auditor.
- 14 To authorise the Audit Committee to agree the remuneration of the auditor.
- 15 To grant the Directors authority to allot shares.
SPECIAL RESOLUTIONS
- 16 To grant the Directors limited authority to allot shares for cash.
- 17 To grant the Directors additional limited authority to allot shares for cash in connection with an acquisition or specified capital investment and including development and/or refurbishment expenditure.
- 18 To renew the authority enabling the Company to buy its own shares.
- 19 To authorise the calling of general meetings (other than an annual general meeting) on not less than 14 clear days' notice.
- * The 'Vote withheld' option is to enable you to abstain on any of the specified resolutions. Please note that a 'Vote withheld' has no legal effect and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
- ** If you fail to select any of the given options, the proxy is authorised to vote (or abstain from voting) at his or her discretion on the specified resolutions. If you appoint the Chair of the Meeting as your proxy and do not select any of the given voting options, the Chair of the Meeting will vote for the resolution. The proxy is also authorised to vote (or abstain from voting) at his or her discretion on any other business which may properly come before the meeting (including any motion to amend a resolution or to adjourn the meeting).
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EXPLANATORY NOTES GREAT PORTLAND ESTATES plc ANNUAL GENERAL MEETING 2025

- (1) Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights to attend, speak and vote on their behalf at the meeting. To appoint as a proxy a person other than the Chair of the meeting, please insert their full name in the space provided. 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 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 form of proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement of that designated account).
- (2) This form of proxy must be executed under the hand of the holder or his or her duly authorised attorney or in the case of a corporation, it must be executed under its common seal or under the hand of some officer or attorney duly authorised in that behalf. A member of the Company entitled to attend and vote at this meeting may appoint one or more proxies to attend and vote in his or her stead. A proxy need not also be a member of the Company.
- (3) To appoint more than one proxy, you may photocopy this form of proxy. 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 (which, in aggregate, should not exceed the number of shares held by you). Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms of proxy must be signed and should be returned together in the same envelope using the address specified in Note 8.
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- (4) Appointing a proxy will not preclude a shareholder from attending the meeting and voting in person. A member must inform the registrar of the Company in writing of any termination of the authority of a proxy.
- (5) This form of proxy must be completed, signed and deposited with the Company's registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, UK, not later than 11.30am on Tuesday, 1 July 2025 or, if the meeting is adjourned, not less than 48 hours (excluding any UK non-working days) before the adjourned meeting, together with any authority (or a notarially certified copy of such authority) under which it is signed. CREST members and institutional investors wishing to use the Proxymity platform should refer to the Notice of meeting in relation to the submission of a proxy appointed through CREST or the Proxymity platform (as applicable). You may also appoint a proxy online by following the instructions for the electronic appointment of a proxy at www.shareview.co.uk
- (6) In the case of joint holders, the vote of the senior who tenders a vote, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority will be determined by the order in which the names stand in the register of members.
- (7) Any alterations made in this form should be initialled.
- (8) If you prefer, you may return this form of proxy in an envelope to FREEPOST RTHJ-CLLL-KBKU, Aspect House, Spencer Road, Lancing, West Sussex BN99 8LU, UK. No stamp is required if posted in the United Kingdom. Please note that delivery using this service can take up to five business days. Alternatively, you may pay postage and use the address specified in Note 5.

PXS 1
BECKENHAM BR3 4ZF
34 Beckenham Road
Freepost RTHJ-CLLL-KBKU Equiniti Aspect House Spencer Road LANCING BN99 8LU