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Greencoat UK Wind PLC — Proxy Solicitation & Information Statement 2022
Mar 2, 2022
5320_agm-r_2022-03-02_739bd49e-45f2-407d-b583-e5522054ad19.pdf
Proxy Solicitation & Information Statement
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MR A SAMPLE < DESIGNATION> SAMPLE STREET SAMPLE TOWN SAMPLE CITY SAMPLE COUNTY
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Attendance Card
Additional Holders: ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.
ADDITIONAL HOLDER 3
ADDITIONAL HOLDER 4 The Chairman of Greencoat UK Wind PLC invites you to attend the Annual General Meeting of the Company to be held at Greencoat Capital LLP, 4th floor, The Peak, 5 Wilton Road, Victoria, London SW1V 1AN on 28 April 2022 at 2.00 pm.
Shareholder Reference Number
C0000000000
Please detach this portion before posting this proxy form.
Form of Proxy - Annual General Meeting to be held on 28 April 2022
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 26 April 2022 at 2.00 pm.
Explanatory Notes:
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- 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).
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- Given the uncertainty around whether shareholders will be able to attend the Annual General Meeting, whether because the capacity at the venue does not allow for safety reasons related to COVID-19 restrictions or due to a change in the situation with the COVID-19 pandemic, we recommend that all shareholders appoint the Chair of the meeting as proxy. This will ensure that your vote is counted even if attendance at the meeting is restricted or you or any other proxy you might appoint are unable to attend in person. If a proxy appointment is submitted without indicating how the proxy should vote on any resolution, the proxy will exercise his discretion as to whether and, if so, how he votes.
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- To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 702 0200 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.
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- 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.
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- 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.
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- 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 (as amended).
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- 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 702 0200 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
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- Any alterations made to this form should be initialled.
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- The completion and return of this form will not preclude a member from attending the meeting and voting in person should this be permissible under applicable COVID-19 restrictions.
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.
MR A SAMPLE < Designation> Additional Holder 1 Additional Holder 2 Additional Holder 3 Additional Holder 4
176120_207110_MAIL/000001/000001/SG625/i1
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).
C0000000000
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 Greencoat UK Wind PLC to be held at Greencoat Capital LLP, 4th floor, The Peak, 5 Wilton Road, Victoria, London SW1V 1AN on 28 April 2022 at 2.00 pm, and at any adjourned meeting. * For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
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| Please mark here to indicate that this proxy appointment is one of multiple appointments being made. Vote |
Please use a black pen. Mark with an X inside the box as shown in this example. |
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| Ordinary Resolutions | For | Against | Withheld | For | Against | Vote Withheld |
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| 1. | To receive the Report of the Directors and the audited accounts of the Company for the financial year ended 31 December 2021 together with the Independent Auditor's Report on those audited accounts. |
9. | To re-elect Caoimhe Giblin as a Director. | |||||||
| 2. | To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) contained within the Annual Report and Accounts for the financial year ended 31 December 2021. |
10. | To re-elect Nicholas Winser as a Director. | |||||||
| 3. | To approve the Dividend Policy. | 11. | To grant the Directors authority to allot ordinary shares up to 33.33% of the Company's issued share capital. |
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| Special Resolutions | ||||||||||
| 4. | To re-appoint BDO LLP as auditor. | 12. | To disapply statutory pre-emption rights in respect of any ordinary shares allotted pursuant to Resolution 11 up to the equity element of the investment management agreement and 10% of the Company's issued share capital. |
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| 5. | To authorise the Directors to determine the remuneration of BDO LLP. | 13. | To grant the Directors authority to make market purchases of ordinary shares up to 14.99 per cent. of the issued share capital. |
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| 6. | To re-elect Shonaid Jemmett-Page as a Director. | 14. | To grant the Directors authority to amend the Investment Policy. | |||||||
| 7. | To re-elect Martin McAdam as a Director. | 15. | To grant the Directors authority to call on a general meeting of the Company, other than an AGM, with not less than 14 clear days' notice. |
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| 8. | To re-elect Lucinda Riches as a Director. | |||||||||
| 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 | |||||||||
| 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). |