AI assistant
Intermediate Capital Group PLC Proxy Solicitation & Information Statement 2013
4730_agm-r_2013-06-14_098c5ccb-2b6d-4c49-aca1-6f8335bb9abe.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
ICQ
MR A SAMPLE
SAMPLE STREET
SAMPLE TOWN
SAMPLE CITY
SAMPLE COUNTY
AA11 1AA
CANCELED
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 INTERMEDIATE CAPITAL GROUP PLC
invites you to attend the Annual General Meeting of the
Company to be held at Juxon House, 100 St Paul's
Churchyard, London EC4M 8BU on 17 July 2013 at 11.00 am.
Shareholder Reference Number
C000000000
Please detach this portion before posting this proxy form.
Form of Proxy - Annual General Meeting to be held on 17 July 2013
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: 911826
SRN: C0000000000
PIN: 1245
View the Notice of Meeting and Annual Report online: http://www.icgplc.com/shareholders/shareholders.aspx
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 15 July 2013 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 no name is entered, the return of this form duly signed will authorise the Chairman of the meeting to act as your proxy. 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 this box is 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). 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).
-
To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0870 707 1064 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.
-
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.
-
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.
-
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 1064 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
-
In the case of joint holders of a share, any one holder may sign or electronically register the proxy, but the vote of the senior who votes whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members in respect of the share.
-
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 party in person.
Kindly Note: This form is issued only to the addressee(s) and is specific to the offer of designated account printed hereon. This personalised form is not transferable to any different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any items that first does not comply with these conditions.
All Named Holders
MR A SAMPLE
Additional Holder 1
Additional Holder 2
Additional Holder 3
Additional Holder 4
001CSP0001
110728_54403_MAIL/000001/000001/001CSP0091X1
Poll Card To be completed only at the AGM if a Poll is called.
Signature
In the case of a Corporation, a letter of representation will be required (in accordance with S323 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).
| * | |
|---|---|
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 INTERMEDIATE CAPITAL GROUP PLC to be held at Juxon House, 100 St Paul's Churchyard, London EC4M 8BU on 17 July 2013 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 Resolutions | For | Against | Withheld |
|---|---|---|---|
| 1. To receive the financial statements and reports of the directors and auditors for the financial year ended 31 March 2013. | ☐ | ☐ | ☐ |
| 2. To approve the Directors' Remuneration Report for the financial year ended 31 March 2013. | ☐ | ☐ | ☐ |
| 3. To declare a final dividend of 13.7 pence per ordinary share for the financial year ended 31 March 2013. | ☐ | ☐ | ☐ |
| 4. To reappoint Deloitte LLP as auditors of the Company to hold office as the Company's auditors until the conclusion of the Company's Annual General Meeting in 2014. | ☐ | ☐ | ☐ |
| 5. To authorise the directors to set the remuneration of the auditors. | ☐ | ☐ | ☐ |
| 6. To appoint Kim Wahl as a director. | ☐ | ☐ | ☐ |
| 7. To appoint Lindsey McMurray as a director. | ☐ | ☐ | ☐ |
| 8. To reappoint Justin Dowley as a director. | ☐ | ☐ | ☐ |
| 9. To reappoint Peter Gibbs as a director. | ☐ | ☐ | ☐ |
Please use a black pen. Mark with an X inside the box as shown in this example. ☐
| 10. To reappoint Kevin Parry as a director. | ☐ | ☐ | ☐ |
|---|---|---|---|
| 11. To reappoint Christophe Evain as a director. | ☐ | ☐ | ☐ |
| 12. To reappoint Philip Keller as a director. | ☐ | ☐ | ☐ |
| 13. To reappoint Benoit Durteste as a director. | ☐ | ☐ | ☐ |
| 14. To grant the directors authority to allot shares pursuant to section 551 of the Companies Act 2006. | ☐ | ☐ | ☐ |
| Special Resolutions | ☐ | ☐ | ☐ |
| 15. Subject to the passing of resolution 14, to authorise the directors to dis-apply pre-emption rights pursuant to sections 570 (1) and 573 of the Companies Act 2006. | ☐ | ☐ | ☐ |
| 16. To authorise the Company to make market purchases of its ordinary shares pursuant to section 701 of the Companies Act 2006. | ☐ | ☐ | ☐ |
| 17. To approve that a general meeting of the Company (other than the annual general meeting) may be called on not less than 14 clear days' notice. | ☐ | ☐ | ☐ |
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
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).
H1038
07
ICG
+