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HIKMA Pharmaceuticals PLC — Proxy Solicitation & Information Statement 2011
Apr 6, 2011
4841_agm-r_2011-04-06_6ae83f99-0a42-49c9-82ba-6b2faf6d1b7c.pdf
Proxy Solicitation & Information Statement
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HIKMA PHARMACEUTICALS PLC Attendance Card
Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.
The Chairman of Hikma Pharmaceuticals PLC invites you to attend the Annual General Meeting of the Company to be held at The Westbury, The Times Room, Bond Street, Mayfair, London W1S 2YF at 11.00am on Thursday 12 May 2011
Bar Code:
Investor Code:
[Signature]
If you plan to attend the Annual General Meeting of Hikma Pharmaceuticals PLC at The Westbury, The Times Room, Bond Street, Mayfair, London W1S 2YF on Thursday 12 May 2011 it will be helpful if you would sign this Attendance Card and hand it in on arrival at the meeting. Please note that the meeting is due to commence at 11.00am.
HIKMA PHARMACEUTICALS PLC FORM OF PROXY 2011 Annual General Meeting, Thursday 12 May 2011 at 11.00 a.m.
Please read the notes overleaf before completing this form. Any amendments to this form should be initialled by the signatory.
Bar Code:
Investor Code:
Event Code: H860A06785
| I/we (name(s) in full | |||||||||
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| of (address(es)) | |||||||||
| being (a) member(s) of Hikma Pharmaceuticals PLC, hereby appoint the Chairman of the meeting, or failing him | |||||||||
as my/our proxy to vote for me/us on my/our behalf as directed below at the 2011 Annual General Meeting of the Company to be held at The Westbury, The Times Room, Bond Street, Mayfair, London W1S 2YF United Kingdom on 12 May 2011 at 11.00 a.m., and at any adjournment thereof. |
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| Please tick here if this proxy appointment is one of multiple appointments being made | |||||||||
| Resolutions Please mark 'X' to indicate how you wish to vote Ordinary Business Resolutions 1-6 are Ordinary Resolutions |
For | Against | Withheld | Please mark 'X' to indicate how you wish to vote |
For | Against | Withheld | ||
| 1 | To receive the accounts for the fi nancial year ended 31 December 2010, together with the reports of the directors and auditors thereon. X |
X | X | 8 | That subject to the passing of resolution 7 above, the directors be empowered to allot equity securities (as defi ned in section 560 of the Companies Act 2006) for cash on a non pre-emptive basis up to an aggregate nominal |
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| 2 3 |
To declare a fi nal dividend on the ordinary shares of 7.5 cents per ordinary share in respect of the year ended 31 December 2010. To reappoint Mr Said Darwazah as a director of the Company. |
X X |
X X |
X X |
9 | amount of £967,935. To make market purchases for shares, the maximum number of ordinary shares which may be purchased is 19,358,700 representing 10% of the issued share capital |
X | X | X |
| 4 5 |
To reappoint Deloitte LLP as auditors of the Company. To authorise the Directors to set the remuneration of the Auditors. |
X | X | X | 10 | of the company. That a general meeting of shareholders of the company, other than an annual general meeting, may be called on |
X X |
X X |
X X |
| 6 | To approve the Remuneration Committee report for the fi nancial year ended on 31 December 2010. |
X X |
X X |
X X |
11 | not less than 14 clear days notice. That the waiver by the Panel of Takeovers and Mergers under Rule 9 of the Takeover Code relating to the buy back of shares be approved. |
X | X | X |
| Special Business Resolutions 7, 11 and 12 are Ordinary Resolutions and Resolutions |
12 | That the waiver by the Panel of Takeovers and Mergers under Rule 9 of the Takeover Code relating to the granting of LTIPs and MIPs to the Concert Party be approved. |
X | X | X | ||||
| 7 | 8, 9 and 10 are Special Resolutions That the directors be authorised to allot relevant securities (within the meaning of section 551(3)&(6) of the Companies Act 2006) up to an aggregate nominal amount of £6,452,900. |
X | X | X |
Signature Date
Notes to the Form of Proxy
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- You may appoint one or more proxies of your own choice, if you are unable to attend the meeting but would like to vote. If such an appointment is made, delete the words "the Chairman of the meeting" and insert the name(s) of the person or persons appointed as proxy/proxies in the space provided. A proxy need not be a member of the Company. If no name is entered, the return of this form duly signed will authorise Chairman of the meeting to act as your proxy.
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- In the case of a corporation, this Form of Proxy must be executed under its common seal or under the hand of a duly authorised offi cer or attorney.
- 3 In order for this Form of Proxy to be valid, it must be deposited (together with any power of attorney or other authority under which it is signed or a notarially certifi ed copy of such power or a copy certifi ed in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the directors), at the Company's registrars, Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, not later than 48 hours before the time appointed for the meeting being. Therefore, please deposit your form before 11.00 a.m. on 10 May 2011. A reply-paid envelope has been provided for this purpose for use within the United Kingdom. The completion and return of a form of proxy will not preclude a member from attending and voting in person at the meeting or at any adjournment thereof, should he or she so wish.
- 4 If two or more persons are jointly entitled to a share conferring the right to vote, any one of them may vote at the meeting either in person or by proxy, but if more than one joint holder is present at the meeting either in person or by proxy, the one whose name stands fi rst in the register of members in respect of the joint holding shall alone be entitled to vote in respect thereof. In any event, the names of all joint holders should be stated on this Form of Proxy.
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5 The "vote withheld" option is provided to enable you to instruct your proxy not to vote on any particular resolution. However, it should be noted that a "vote withheld" in this way is not a vote in law and will not be counted in the calculation of the proportion of votes "for" and "against" a resolution.
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- Returning this Form of Proxy without any indication as to how the proxy appointed shall vote on any particular resolution, will mean that such proxy can vote as he or she wishes or can decide not to vote at all.
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- Unless instructed otherwise, the proxy may also vote or abstain from voting as he or the she thinks fi t on any other business which may properly come before the meeting (including amendments to resolutions).
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- Subject to the provisions of the Articles of Association of the Company, the appointment of a proxy and any voting instructions may be registered electronically by logging on to www.capitashareportal.com. Full details of the procedure are given on that website. You will need to have this form to hand when you log on, as it has information required in the process.
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- Pursuant to regulation 41 of the Uncertifi cated Securities Regulations 2001 (SI 2001 No 3755), the Company specifi es that in order to have the right to attend and vote at the meeting (and also for the purpose of calculating how many votes a person entitled to attend and vote may cast), a person must be entered on the register of holders of the ordinary shares of the Company by no later than 6.00 p.m. on 10 May 2011. Changes to entries on the register after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
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- CREST participants may lodge their proxy appointments via CREST. Please refer to Note 3 in the notice of the Annual General Meeting.
1 Business Reply Licence Number RSBH-UXKS-LRBC
PXS 34 Beckenham Road Beckenham BR3 4TU