AGM Information • Jun 18, 2021
AGM Information
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The 2021 Notice of Annual General Meeting (the Notice) and the Annual Report and Financial Statements 2020-21 are available to view at www.royalmailgroup.com/investor-centre.
The 2021 Annual General Meeting (the AGM) of Royal Mail plc will be held at Mail Rail at The Postal Museum, 15-20 Phoenix Place, London, WC1X 0DA on Wednesday 21 July 2021 at 11.00. The Chair's Letter to Shareholders appears at the front of the Notice and contains important information about our AGM and its format, notably that shareholders will be able to attend and participate in the AGM electronically. We encourage all shareholders to read it.
If you are attending the AGM in person, please bring this card with you. To join the AGM electronically, please use the details below. Further instructions can be found on pages 14 and 15 of the Notice.
Meeting ID: 133-833-946 Shareholder Reference Number (SRN): PIN: First and last two digits of your SRN
| Royal Mail plc | 2021 Annual General Meeting Proxy Form | 3927-050-S |
|---|---|---|
| + Voting ID |
Task ID | + Shareholder Reference Number |
| You can appoint your proxy online at www.sharevote.co.uk using the above numbers or by completing and sending this form back in the |
I / we hereby appoint the Chair of the AGM, or the following person (see note 3):
Name of proxy No. of shares
Please tick here if this proxy appointment is one of multiple appointments being made. If you are appointing more than one proxy, please refer to note 3 overleaf.
as my / our proxy to vote on my / our behalf at the 2021 Annual General Meeting (the AGM) of Royal Mail plc (the Company) to be held at Mail Rail at The Postal Museum, 15-20 Phoenix Place, London, WC1X 0DA on Wednesday 21 July 2021 at 11.00 and at any adjournment thereof. I / we direct that my / our vote(s) be cast on the specified resolutions as indicated by an 'X' below (see note 4). If no indication is given, my / our proxy will vote (or refrain from voting) at his or her discretion and I / we authorise my / our proxy to vote (or refrain from voting) as he or she thinks fit in relation to any other matter which is properly put before the AGM.
| Resolutions | For | Against Withheld | Resolutions | For | Against Withheld | |
|---|---|---|---|---|---|---|
| 1. Receive the Company's Annual Report and Financial Statements |
12. Re-appoint Lynne Peacock as a Director | |||||
| 2. Approve the Directors' Remuneration Report | 13. Re-appoint KPMG LLP as auditor of the Company |
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| 3. Declare a final dividend of 10 pence per share | 14. Authorise the Audit and Risk Committee to determine the auditor's remuneration |
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| 4. Re-appoint Keith Williams as a Director 5. Re-appoint Simon Thompson as a Director 6. Re-appoint Martin Seidenberg as a Director 7. Re-appoint Mick Jeavons as a Director 8. Re-appoint Baroness Hogg as a Director 9. Re-appoint Rita Griffin as a Director 10. Re-appoint Maria da Cunha as a Director |
15. Authorise the Company to make political | |||||
| donations and incur political expenditure | ||||||
| 16. Authorise the Directors to allot shares | ||||||
| 17. Empower the Directors to disapply pre emption rights* |
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| 18. Empower the Directors to disapply pre emption rights (acquisitions and specified |
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| capital investments)* 19. Authorise the Company to purchase its |
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| own shares* | ||||||
| 11. Re-appoint Michael Findlay as a Director | 20. Authorise the Company to call general meetings on not less than 14 clear days' notice* |
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| * Special resolution |
Signature (see notes 1, 5 and 6) Date
Royal Mail plc. Registered in England and Wales No. 08680755. Registered office: 185 Farringdon Road, London, EC1A 1AA
These notes are not a summary of the matters covered in the 2021 Notice of Annual General Meeting (the Notice) and should not be regarded as a substitute for reading the Notice. You should read the Notice in conjunction with this Proxy Form before taking any decisions in relation to the business to be considered at the AGM.
To appoint a proxy using this Proxy Form, the completed form, together with a certified copy of the power of attorney or other authority (if any) under which it is executed, must be delivered by post or by hand (during normal business hours only) so as to be received by Equiniti at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, by no later than 11.00 on Monday 19 July 2021. A pre-paid envelope is enclosed for the return of your completed Proxy Form.
Unless the shareholder is a joint shareholder (see note 5) or a corporate shareholder (see note 6), the Proxy Form must be signed and dated by the shareholder or their attorney duly authorised in writing.
As an alternative to completing this Proxy Form, you can appoint your proxy online at www.sharevote.co.uk. You will need your Voting ID, Task ID and Shareholder Reference Number, which are printed on the front of the Proxy Form, to register to use this service. If you have already registered, you may appoint a proxy by logging onto your portfolio at www.shareview.co.uk and following the instructions provided. Your online proxy appointment must be received by no later than 11.00 on Monday 19 July 2021.
For details on appointing a proxy using the CREST voting facility by CREST participants, please see the Explanatory Notes to the Notice.
A certified copy of any power of attorney or other authority under which any online or CREST proxy appointment is made must be received at the relevant address specified in the Notice for receipt of such proxy appointment (or at such other address as the Company may specify) by the latest time indicated for receipt of such proxy appointment.
You may appoint one or more proxies to exercise all or any of your rights to attend, speak and vote at the AGM instead of you, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you. Your proxy need not be a shareholder of the Company. However, you are strongly encouraged to appoint the Chair of the AGM as your proxy. This is to ensure that your vote is counted if you are, or any person you might otherwise appoint is, unable for any reason to attend on the day. The appointment of a proxy will not prevent you from attending, voting and speaking at the AGM either electronically or in person (should this be possible).
If your proxy is being appointed in relation to less than your full voting entitlement, please enter in the space provided the number of shares in relation to which they are authorised to act as your proxy. If this 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 you wish to appoint a proxy, other than the Chair of the AGM, and such proxy wishes to attend the AGM electronically, your proxy will need to contact the Company's Registrar (see note 7 below) by 11.00 on Tuesday 20 July 2021 to arrange for the necessary access details to be provided.
To appoint more than one proxy, please photocopy the Proxy Form and indicate the number of shares for which you are authorising them to act as your proxy. All proxy forms must be signed and should be returned together in the same envelope.
Your proxy may vote as he or she chooses on any resolution for which you do not give a voting instruction and on any amended resolutions or other procedural issues that may arise at the meeting.
The 'Vote Withheld' option is given to enable you to withhold your vote on any particular resolution. A 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.
In the case of joint holders, the signature of any one holder will suffice. Where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's Register of Members in respect of the joint holding (the first-named being the most senior).
A corporation should execute the Proxy Form under its common seal or signed on its behalf by a duly authorised officer or attorney or any other person authorised to sign.
If you need assistance, please contact Equiniti on 0371 384 2656 if calling from the UK or +44 121 415 7086 if calling from outside of the UK. Lines are open from 8.30 to 17.30 Monday to Friday (excluding public holidays in England and Wales). Calls are free from a BT landline, but other network providers may charge. Alternatively, you can write to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.
Royal Mail plc. Registered in England and Wales No. 08680755. Registered office: 185 Farringdon Road, London, EC1A 1AA
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