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INDUSTRIALS REIT LIMITED — Proxy Solicitation & Information Statement 2022
Feb 1, 2022
5162_agm-r_2022-02-01_6a6589d9-d787-4994-b3fc-c144ea6b35be.pdf
Proxy Solicitation & Information Statement
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All Correspondence to: Computershare Investor Services (Guernsey) Limited c/o Queensway House Hilgrove Street St Helier Jersey JE1 1ES
Form of Proxy - General Meeting to be held on 9 February 2022
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: 917609 SRN: PIN:
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 (Guernsey) Limited, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or e-mailed to [email protected] by 09.00 am (GMT) on 7 February 2022
Explanatory Notes:
1. 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).
2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on +44 (0) 370 707 4040 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.
3. 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.
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 (Guernsey) Limited accept no liability for any instruction that does not comply with these conditions.
4. 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 shareholders of the Company at 18.00 p.m. on 4 February 2022. Changes to the entries on the register of shareholders after that time will be disregarded in determining the rights of any person to attend and vote at the meeting.
5. 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 09.00 am on 7 February 2022. 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 34 of the Uncertificated Securities (Guernsey) Regulations 2009.
6. The above is how your address appears on the Register of Shareholders. If this information is incorrect please ring the Registrar's helpline on +44 (0) 0370 707 4040 to request a change of address form or go to www.investorcentre.co.uk/je to use the online Investor Centre service.
7. Any alterations made to this form should be initialled.
8. The completion and return of this form will not preclude a shareholder from attending the meeting and voting in person.
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175335_205840_RUN_ONS/000001/000001/SG601//i
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).
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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 General Meeting of Industrials REIT to be held on Wednesday, 9 February 2022 at 9.00 a.m.GMT/ 11.00 a.m. SAST at Governor’s House, 5 Laurence Pountney Hill, London EC4R 0BR, United Kingdom , 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.
Please use a black pen. Mark with an X inside the box as shown in this example.
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Ordinary Resolutions
Vote For Against Withheld
1. To authorise the Company’s migration to a secondary listing on the JSE with effect from 11 February 2022 in accordance with the terms of Resolution 1.
2. To authorise the Industrials REIT Limited SAYE Share Option Plan in accordance with the terms of Resolution 2.
Special Resolution
3. THAT the articles of incorporation produced to the meeting and initialled by the Chair of the meeting for the purpose of identification be adopted by the Company in substitution of, and to the exclusion of, the existing articles of incorporation with effect from completion of the proposed JSE Migration in accordance with the terms of Resolution 3.
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
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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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