AI assistant
Howden Joinery Group PLC Proxy Solicitation & Information Statement 2014
4653_agm-r_2014-04-04_63d5d55b-8a05-40f5-8bbd-1363efea14a9.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
Howden Joinery Group Plc
MR A SAMPLE
SAMPLE STREET
SAMPLE TOWN
SAMPLE CITY
SAMPLE COUNTY
AA11 1AA
Attendance Card
Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.
Additional Holders:
ADDITIONAL HOLDER 1
ADDITIONAL HOLDER 2
ADDITIONAL HOLDER 3
ADDITIONAL HOLDER 4
The Chairman of Howden Joinery Group Plc invites you to attend the Annual General Meeting of the Company to be held at UBS Investment Bank, 1 Finsbury Avenue, London EC2M 2PP on 8 May 2014 at 11.00 am.
Shareholder Reference Number
C0000000000
Please detach this portion before posting this proxy form.
Form of Proxy - Annual General Meeting to be held on 8 May 2014
Cast your Proxy online...It's fast, easy and secure! www.eproxyappointment.com
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: 912062
SRN: C0000000000
PIN: 1245
View the Annual Report online: www.howdenjoinerygroupplc.com/investors
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 6 May 2014 at 11.00 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. 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 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).
- To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0870 707 1148 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 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.
- You may instruct your proxy how to vote by marking the appropriate box next to each resolution. Details of the resolutions are contained in the notice of meeting and the explanatory notes. If in respect of any resolution you have not given specific instructions on how your proxy should vote, your proxy will have discretion to vote on that resolution as they see fit. Your proxy will also have discretion to vote as they see fit on any other business which may properly come before 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 6.00 p.m. on 6 May 2014. 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.
- To appoint one or more proxies or to give or amend 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 3RAS0) not later than 48 hours (excluding non-working days) 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.
- Any power of attorney or other authority (if any) under which this form of proxy is executed (or a duly certified or authorised copy of such power of authority) must be included with the form of proxy.
- In the case of a corporation, this form must be executed under its common seal or under the hand of its duly authorised officer, attorney or other person and the appropriate authority under which the form of proxy is executed must be included with the form of proxy.
- In the case of joint holders of shares (i) only one need execute the form of proxy, and (ii) the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of that of the other joint holders. For this purpose, seniority will be determined by the order in which the names stand in the Register of Members in respect of the joint holding.
- The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0870 707 1148 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 initialled.
- The completion and return of this form will not preclude a member from attending the meeting and voting in person.
- Except as otherwise provided in this form of proxy, members who wish to communicate with the Company in relation to the matters set out in this form of proxy should do so using the following means: (1) by writing to the Company Secretary at the registered address; or (2) by writing to the Company's Registrar, Computershare Investor Services PLC at the address above. No other methods of communication will be accepted. In particular you may not use any electronic address provided either in this proxy form or in any related documents (including the Chairman's Statement, the Annual Report 2013 and the Notice of Meeting) to communicate with the Company for any purposes other than those expressly stated.
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.
All Named Holders
MR A SAMPLE
Additional Holder 1
Additional Holder 2
Additional Holder 3
Additional Holder 4
001CSP0041
115421_67113_MAIL/000001/000001/001CSP0041
Poll Card To be completed only at the AGM if a Poll is called.
| Ordinary Business | For | Against | Vote Withheld |
|---|---|---|---|
| 1. To receive the Company's accounts and reports of the Directors and Independent Auditors thereon. | ☐ | ☐ | ☐ |
| 2. To declare a dividend of 4.5 pence per ordinary share. | ☐ | ☐ | ☐ |
| 3. To appoint Richard Pennycook as a Director. | ☐ | ☐ | ☐ |
| 4. To re-appoint Will Samuel as a Director. | ☐ | ☐ | ☐ |
| 5. To re-appoint Michael Wemms as a Director. | ☐ | ☐ | ☐ |
| 6. To re-appoint Tiffany Hall as a Director. | ☐ | ☐ | ☐ |
| 7. To re-appoint Mark Allen as a Director. | ☐ | ☐ | ☐ |
| 8. To re-appoint Matthew Ingle as a Director. | ☐ | ☐ | ☐ |
| 9. To re-appoint Mark Robson as a Director. | ☐ | ☐ | ☐ |
| 10. To re-appoint Deloitte LLP as Auditors. | ☐ | ☐ | ☐ |
| Ordinary Business | For | Against | Vote Withheld |
| --- | --- | --- | --- |
| 11. To authorise the Directors to determine the Auditors' remuneration. | ☐ | ☐ | ☐ |
| Special Business | ☐ | ☐ | ☐ |
| 12. To approve the Directors' remuneration report (other than the part containing the Directors' remuneration policy). | ☐ | ☐ | ☐ |
| 13. To approve the Directors' remuneration policy. | ☐ | ☐ | ☐ |
| 14. To grant authority to make political donations. | ☐ | ☐ | ☐ |
| 15. To grant the Directors the authority to allot shares. | ☐ | ☐ | ☐ |
| 16. To disapply pre-emption rights. | ☐ | ☐ | ☐ |
| 17. To authorise the Company to purchase its own shares. | ☐ | ☐ | ☐ |
| 18. To grant authority for a General Meeting, other than an Annual General Meeting, to be called with no less than 14 clear days' notice. | ☐ | ☐ | ☐ |
| 19. To adopt amended Articles of Association of the Company. | ☐ | ☐ | ☐ |
Signature
In the case of a Corporation, a letter of representation will be required (in accordance with SS23 of the Companies Act 2006) unless this has already been lodged at registration.
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 Howden Joinery Group Plc to be held at UBS Investment Bank, 1 Finsbury Avenue, London EC2M 2PP on 8 May 2014 at 11.00 am, and at any adjourned meeting.
- For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
☐ Please mark here to indicate that this proxy appointment is one of multiple appointments being made.
| Ordinary Business | For | Against | Vote Withheld |
|---|---|---|---|
| 1. To receive the Company's accounts and reports of the Directors and Independent Auditors thereon. | ☐ | ☐ | ☐ |
| 2. To declare a dividend of 4.5 pence per ordinary share. | ☐ | ☐ | ☐ |
| 3. To appoint Richard Pennycook as a Director. | ☐ | ☐ | ☐ |
| 4. To re-appoint Will Samuel as a Director. | ☐ | ☐ | ☐ |
| 5. To re-appoint Michael Wemms as a Director. | ☐ | ☐ | ☐ |
| 6. To re-appoint Tiffany Hall as a Director. | ☐ | ☐ | ☐ |
| 7. To re-appoint Mark Allen as a Director. | ☐ | ☐ | ☐ |
| 8. To re-appoint Matthew Ingle as a Director. | ☐ | ☐ | ☐ |
| 9. To re-appoint Mark Robson as a Director. | ☐ | ☐ | ☐ |
| 10. To re-appoint Deloitte LLP as Auditors. | ☐ | ☐ | ☐ |
Please use a black pen. Mark with an X inside the box as shown in this example.
| Ordinary Business | For | Against | Vote Withheld |
|---|---|---|---|
| 11. To authorise the Directors to determine the Auditors' remuneration. | ☐ | ☐ | ☐ |
| Special Business | ☐ | ☐ | ☐ |
| 12. To approve the Directors' remuneration report (other than the part containing the Directors' remuneration policy). | ☐ | ☐ | ☐ |
| 13. To approve the Directors' remuneration policy. | ☐ | ☐ | ☐ |
| 14. To grant authority to make political donations. | ☐ | ☐ | ☐ |
| 15. To grant the Directors the authority to allot shares. | ☐ | ☐ | ☐ |
| 16. To disapply pre-emption rights. | ☐ | ☐ | ☐ |
| 17. To authorise the Company to purchase its own shares. | ☐ | ☐ | ☐ |
| 18. To grant authority for a General Meeting, other than an Annual General Meeting, to be called with no less than 14 clear days' notice. | ☐ | ☐ | ☐ |
| 19. To adopt amended Articles of Association of the Company. | ☐ | ☐ | ☐ |
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
DD/MM/YY
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).
H1046
05
GFM
Howden Joinery Group Plc
Computershare
All Correspondence to:
Computershare Investor Services PLC
The Pavilions, Bridgwater Road
Bristol, BS99 6ZY
Tel: +44(0) 870 707 1148
MR A SAMPLE
SAMPLE STREET
SAMPLE TOWN
SAMPLE CITY
SAMPLE COUNTY
AA11 1AA
Shareholder Reference Number
C000000000
Notice of Availability - 2013 Annual Report and Notice of Annual General Meeting
Important - please read carefully
You can now access the 2013 Annual Report and Notice of Annual General Meeting, by visiting this website:
www.howdenjoinerygroupplc.com/investors
Would you like to receive electronic communications in the future?
We actively encourage you to play your part in reducing our impact on the environment and elect to be notified by email when your communications are available online. Sign up to receive eCommunications using eTree™ and we will donate £1 on your behalf to the Woodland Trust, the UK's leading woodland conservation charity for their Tree for All programme.
By providing your email address you will no longer receive paper copies of annual reports or any other shareholder communications that are available electronically. Instead you will receive emails advising you when and how to access documents online.
Please submit your email address by visiting our eTree website:
www.etreeuk.com/howdenjoinery
SRN: C0000000000
YOUR SHAREHOLDER REFERENCE NUMBER (SRN) IS IMPORTANT, PLEASE KEEP IT IN A SAFE PLACE.
Access your shareholdings online
Why not also manage your shareholdings online? Investor Centre is our free self-service website, available 24/7, where you can utilise the following services:
View your share balance
Change your address
View your payment and tax information
Update your payment instructions
For information on all the services available, visit www.investorcentre.co.uk today. It's the fast and simple way to manage your shareholdings
Computershare Investor Services PLC is authorised and regulated by the Financial Conduct Authority.
Computershare Investor Services PLC is registered in England & Wales, Company No. 3498908, Registered Office: The Pavilions, Bridgwater Road, Bristol BS13 8AE.
001CSP0042
115421_67113_MAIL/000001/000002/001CSP0042/r1
“哈，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，你是个小伙子，