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Hammerson PLC — Proxy Solicitation & Information Statement 2011
Mar 14, 2011
5245_agm-r_2011-03-14_94478a29-8677-40a7-9077-84c947623ab5.pdf
Proxy Solicitation & Information Statement
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FORM OF PROXY ANNUAL GENERAL MEETING
Notice of availability – Notice of AGM and Annual RePort 2010
Important – please read carefully.
You can now access the 2010 Annual Report and Notice of AGM on the website: www.hammerson.com on the 'Investors' page.
If you wish to receive a paper copy of the Annual Report please contact: Capita Registrars, 34 Beckenham Road, Kent BR3 4TU.
Please note the deadline for receiving proxies is 11:00am on 26 April 2011, which is 48 hours before the commencement of the AGM.
For use by Shareholders at the 80th Annual General Meeting of Hammerson plc convened for Thursday 28 April 2011 at 11.00am.
Please indicate with a cross in the appropriate boxes below how you wish your vote to be cast in respect of the resolutions to be proposed at the Annual General Meeting. If you sign the form and return it to the Company's Registrars without any specific directions, the proxy will vote or abstain at his/her discretion as he/she will on any other business (including any motion to amend a resolution or to adjourn the meeting) arising at the Meeting and at any adjournment thereof. This proxy will be used in the event of a poll.
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FORM OF PROXY HAMMERSON plc – ANNUAL GENERAL MEETING
Bar Code:
Investor Code:
Event Code:
I/We being (a) member(s) of the Company hereby appoint the Chairman of the meeting or (see note 1)
as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on Thursday 28 April 2011 at 11.00am and at any adjournment thereof. I have indicated with a '' how I/we wish my/our votes to be cast on the following resolutions:
Please tick here if this proxy appointment is one of multiple appointments being made.
*For the appointment of more than one proxy, please refer to note 7. RESOLUTIONS Please mark '' to indicate how you wish to vote For Against Vote Withheld (see note 2) RESOLUTIONS Please mark '' to indicate how you wish to vote For Against Vote Withheld (see note 2) 1. To receive the directors' annual report and financial statements 10. To re-elect John Nelson 2. To receive and approve the remuneration report 11. To re-elect Tony Watson 3. To declare a final dividend 12. To reappoint the auditors, Deloitte LLP 4. To re-elect David Atkins 13. To authorise the directors to agree the auditors' remuneration 5. To re-elect Peter Cole 14. To authorise the directors to allot relevant securities pursuant to Section 551 of the Companies Act 2006 6. To re-elect Terry Duddy 15. To empower the directors pursuant to Sections 570 and 573 of the Companies Act 2006 to allot equity securities as though Section 561(1) of that Act did not apply to such allotment† 7. To re-elect Jacques Espinasse 8. To re-elect John Hirst 16. To authorise market purchases by the Company of its shares† 9. To re-elect Simon Melliss 17. To authorise the Company to hold general meetings (other than AGMs) at 14 days' notice† You may submit your proxy electronically Special resolution at www.capitashareportal.com
Signature(s)/Common Seal Date
Notes
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- You have the right to appoint some other person(s) of your choice, who need not be a shareholder as your proxy to exercise all or any of your rights to attend, speak and vote on your behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of the desired proxy in the space provided. That person may exercise all your rights to attend, speak and vote on your behalf at the meeting. 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 proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
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- The 'vote withheld' option is to enable you to abstain on any of the resolutions. Please note that a 'vote withheld' has no legal effect and will not be counted in the total number of votes cast.
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- In the case of an individual this form of proxy must be signed by you or your attorney duly authorised in writing.
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- In the case of joint holders, the form of proxy can be signed by any one of such holders, but the names of all joint holders should be stated. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, 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.
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- In the case of a corporation, this form of proxy must be given under its Common Seal, executed as a deed or signed on its behalf by an officer or attorney of the corporation or other person or agent duly authorised to sign it, stating their capacity (e.g. director or secretary).
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- The proxy must attend the meeting in person to represent you. The completion of this form of proxy will not preclude a shareholder from attending, speaking and voting in person.
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- A member can appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attaching to different shares held by him/her. To appoint more than one proxy, you must complete a separate form of proxy for each proxy.
Additional proxy forms may be obtained by contacting Capita Registrars helpline on 0871 664 0300 (calls cost 10p per minute plus network extras. Lines are open 8.30am-5.30pm Monday-Friday) or +44 (0) 20 8639 3399 from overseas or you may photocopy this form. Please indicate 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. 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.
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- In order to be valid an appointment of proxy must be returned (together with any authority under which it is executed or a copy of the authority certified in ink by an attorney, a bank, a stockbroker or a solicitor) by one of the following methods:
- • online by logging onto www.capitashareportal.com and logging into your share portal account. If you have not previously registered you should go through the registration process. Once you have registered, you will be able to vote immediately;
- • in hard copy form by post, by courier or by hand to the Company's Registrar, Capita Registrars, at the address provided in the envelope;
- • in the case of CREST members, by utilising the CREST electronic proxy appointment service not later than 48 hours before the time fixed for the Meeting or adjourned meeting at which the proxy proposes to vote. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend, speak and vote under Regulation 41 of the Uncertified Securities Regulations 2001.
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- Should the envelope for your proxy form be missing, please return it to the Freepost address: Freepost RSBH-UXKS-LRBC, PXS, 34 Beckenham Road, Beckenham BR3 4TU. No stamp required.
- 10.CREST members should refer to the Notice of Meeting in relation to the submission of a proxy appointed via CREST.
- 11.You may not use any electronic address provided in this form of proxy to communicate to the Company for any purpose other than those expressly stated.
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