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INDUSTRIALS REIT LIMITED

Proxy Solicitation & Information Statement Jul 28, 2022

5162_agm-r_2022-07-28_509b2fcb-a15a-4f52-bca7-4386ba72cd15.pdf

Proxy Solicitation & Information Statement

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Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 13 September 2022

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 1.00 pm (BST)/2.00 pm (SAST) on 9 September 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 Chair, 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 0370 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 (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 5.00 pm (BST) /6.00 pm (SAST) on 9 September 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 1.00 pm (BST) 9 September 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 Members. If this information is incorrect please ring the Registrar's helpline on 0370 707 4040 to request a change of address form or go to www.investorcentre.co.uk 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 member from attending the meeting and voting in person.
All Named Holders

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chair. Please leave this box blank if you want to select the Chair. Do not insert your own name(s).

I/We hereby appoint the Chair 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 Industrials REIT to be held at 180 Great Portland Street, London W1W 5QZ on 13 September 2022
at 1.00 pm (BST)/2.00 pm (SAST), 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. Vote Please use a black pen. Mark with an X
inside the box as shown in this example.
Vote
Ordinary Resolutions For Against Withheld For Against Withheld
1. To receive the Directors' and auditor's reports and the audited
financial statements of the Company for the year ended 31 March
2022.
10. To re-elect Paul Jerome Miller as a director of the Company.
2. To approve the Directors' remuneration policy set out on pages
104 - 109 of the Company's Annual Report 2022.
11. To re-elect Richard Sauvan Smith as a director of the Company.
3. To approve the Directors' remuneration implementation report set
out on pages 110 - 115 of the Company's Annual Report 2022.
12. To re-elect Patricia Anne Watson as a director of the Company.
4. To re-elect Richard John Grant as a director of the Company. 13. To re-appoint BDO LLP as auditor of the Company.
5. To re-elect Paul Maurice Arenson as a director of the Company. 14. To authorise the Audit and Risk Committee to determine the
remuneration of the auditor.
6. To re-elect Julian Roger Carey as a director of the Company. 15. Extraordinary Resolutions
THAT the Company be authorised to disapply statutory pre
emption rights on the allotment of shares.
7. To re-elect James Edward Day Beaumont as a director of the
Company.
16. THAT the Company be authorised to disapply statutory pre
emption rights on the allotment of shares for an acquisition or
capital investment.
8. To re-elect Louisa Mairi Bell as a director of the Company. 17. THAT the Company be authorised to purchase its own shares.
9. To re-elect Philip John Holland as a director 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
Dale

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).

H 1 0 3 8 1 3 S T E J

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