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Helios Towers PLC Proxy Solicitation & Information Statement 2021
5030_agm-r_2021-03-22_8413d27c-1199-412d-b2df-a24a9767683d.pdf
Proxy Solicitation & Information Statement
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heliostowers
Computershare
All Correspondence to:
Computershare Investor Services PLC
The Pavilions, Bridgwater Road,
Bristol, BS99 6ZY
MR A SAMPLE
SAMPLE STREET
SAMPLE TOWN
SAMPLE CITY
SAMPLE COUNTY
AA11 1AA
Due to the impact of COVID-19 and the current UK Government restrictions on large physical gatherings, the Company is significantly restricted in terms of the arrangements it can make for its AGM. Accordingly, this year's AGM will be held as a closed meeting. Shareholders should not attend the AGM in person and are encouraged to appoint the Chairman as their proxy. Shareholders will have the opportunity to ask questions relating to the business of the AGM by submitting questions in advance by email to [email protected] by 10.00 a.m. on Tuesday 13 April 2021. An investor call will be held immediately following the AGM when shareholders will have the opportunity to raise questions directly with the Board.
Form of Proxy - Annual General Meeting to be held on 15 April 2021
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.
Control Number: 916986
SRN: C0000000000
PIN: 1245
View the 2020 Annual Report and Accounts and 2021 Notice of AGM online: www.heliostowers.com/investors/investor-home/
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 13 April 2021 at 10.00 am.
Explanatory Notes:
- 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. As noted in the Notice of AGM, shareholders are strongly encouraged to appoint the Chairman of the AGM as their proxy, rather than a named person, as they will not be permitted to attend the meeting.
- 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.
- 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.
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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 703 6049 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
- Any alterations made to this form should be initialed.
Kindly Note: This form is issued only to the addressee(s) and is specific to the time of designated account printed hereon. This personalised form is not transferable from the different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any increase in lost does not comply with these conditions.
All Named Holders
MR A SAMPLE
Additional Holder 1
Additional Holder 2
Additional Holder 3
Additional Holder 4
170391_195355_MAIL/000001/000001/SG601/11
Form of Proxy
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C0000000000
I/We hereby appoint the Chairman of the Meeting 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 Helios Towers plc to be held at Linklaters LLP, One Silk Street, London EC2Y 8HQ on 15 April 2021 at 10.00 am, and at any adjourned meeting.
Please use a black pen. Mark with an X inside the box as shown in this example.
| Ordinary Resolutions | For | Against | Went |
|---|---|---|---|
| 1. To receive the Annual Report and Accounts for the year ended 31 December 2020. | ☐ | ☑ | ☐ |
| 2. To approve the annual statement by the Chairman of the Remuneration Committee and the Directors' Remuneration Report. | ☐ | ☐ | ☐ |
| 3. To elect Sally Ashford as a Director. | ☐ | ☐ | ☐ |
| 4. To elect Carole Wamuyu Wainaina as a Director. | ☐ | ☐ | ☐ |
| 5. To elect Manjit Dhillon as a Director. | ☐ | ☐ | ☐ |
| 6. To re-elect Sir Samuel Jonah, KBE, OSG as a Director. | ☐ | ☐ | ☐ |
| 7. To re-elect Kash Pandya as a Director. | ☐ | ☐ | ☐ |
| 8. To re-elect Tom Greenwood as a Director. | ☐ | ☐ | ☐ |
| 9. To re-elect Magnus Mandersson as a Director. | ☐ | ☐ | ☐ |
| 10. To re-elect Alison Baker as a Director. | ☐ | ☐ | ☐ |
| 11. To re-elect Richard Byrne as a Director. | ☐ | ☐ | ☐ |
| 12. To re-elect David Wassong as a Director. | ☐ | ☐ | ☐ |
| For | Against | Went | |
| --- | --- | --- | |
| 13. To re-elect Temitope Lawani as a Director. | ☐ | ☐ | |
| 14. To reappoint Deloitte LLP as auditors of the Company. | ☐ | ☐ | |
| 15. To fix the remuneration of the auditors. | ☐ | ☐ | |
| 16. To authorise the Company to make political donations. | ☐ | ☐ | |
| 17. To authorise the Directors to allot shares. | ☐ | ☐ | |
| 18. To approve the HT UK Share Purchase Plan. | ☐ | ☐ | |
| 19. To approve the HT Global Share Purchase Plan. | ☐ | ☐ |
Special Resolutions
| 20. To disapply pre-emption rights. | ☐ | ☐ | ☐ |
|---|---|---|---|
| 21. To allot equity securities for cash. | ☐ | ☐ | ☐ |
| 22. To authorise the Company to purchase its own shares. | ☐ | ☐ | ☐ |
| 23. To authorise the Directors to call a 14 day notice period for General Meetings. | ☐ | ☐ | ☐ |
| 24. To adopt the Articles of Association. | ☐ | ☐ | ☐ |
I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed, do you pay vote as he or she sees fit or abstain in relation to any business of the meeting.
Signature
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).
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