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International Public Partnerships Limited

Proxy Solicitation & Information Statement Apr 12, 2017

6275_agm-r_2017-04-12_d129c558-1684-4ed0-b047-6f7e6eb44fcb.pdf

Proxy Solicitation & Information Statement

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ATTENDANCE CARD INTERNATIONAL PUBLIC PARTNERSHIPS LIMITED (THE "COMPANY")

You may submit your proxy electronically using the Share Portal at www.capitashareportal.com

Notes

    1. Only holders of Ordinary Shares, or their duly appointed representatives, are entitled to attend and vote at the Meeting. A member so entitled may appoint (a) proxy(ies) who need not be (a) member(s) to attend, speak and, on a poll, vote on his/her behalf.
    1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please insert his/her name and delete "the Chairman of the meeting or".
    1. Proxies are requested to bring a valid form of photographic identification to the Meeting. In the absence of such identification proxies may be refused admittance to the Meeting.
    1. A Shareholder may appoint more than one proxy to attend. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different Ordinary Shares. You may not appoint more than one proxy to exercise rights attached to any one Ordinary Share. When two or more valid but differing instruments of proxy are delivered in respect of the same share for use at the same meeting and in respect of the same matter, the one which is lastly delivered (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which instrument was lastly delivered, none of them shall be treated as valid in respect of that share.
Extraordinary General Meeting of International Public Partnerships Limited to be held at Lefebvre Place,
Lefebvre Street, St Peter Port, Guernsey at 10.00 am on 5 May 2017.
Bar Code:
Signature of person attending Investor Code:
Continued overleaf
Form of Proxy
INTERNATIONAL PUBLIC PARTNERSHIPS LIMITED
(THE "COMPANY")
Bar Code:
Investor Code:
Event Code:
I/We hereby appoint the Chairman of the meeting or
Name of proxy
Number of shares
to be my/our proxy to attend and, on a poll, vote on my/our behalf at the Extraordinary General
Meeting of International Public Partnerships Limited to be held at 10.00 am on 5 May 2017 and
at any adjournment thereof (the "Meeting").
for which proxy is appointed (see note 1 and leave this
box blank if you want to vote ALL your shares at the EGM
with this proxy):
Please mark this box to indicate that this proxy appointment is one of multiple appointments being made (see note 5)
To allow effective constitution of the Meeting, if it is apparent to the Chairman that no Shareholders will be present in person or by proxy, other than by proxy in
the Chairman's favour, then the Chairman may appoint a substitute to act as proxy in his stead for any Shareholder, provided that such substitute proxy shall
vote on the same basis as the Chairman.
I/We request my/our proxy to vote in the manner indicated below (see note 6):
SPECIAL RESOLUTION
Please indicate with an "X" in the box how you wish your vote to be cast
Withheld
Against
Vote
For
THAT the Board be and are generally empowered in accordance with Article 39.4 of the Articles to allot up to 520,000,000 Ordinary
Shares for cash, as if the pre-emption provisions contained in Article 39.1 of the Articles did not apply to any such allotment,
provided that:
X
X
X
(a) this power shall (unless previously revoked, varied or renewed by the Company) expire on 12 April 2018, save that the Company
may make prior to such expiry any offer or agreement which would or might require Ordinary Shares to be allotted after expiry of
such period and the Board may allot Ordinary Shares pursuant to such an offer or agreement notwithstanding the expiry of the
authority given by this resolution; and
(b) this power shall be limited to the allotment of ordinary shares of 0.01 pence each ("Ordinary Shares") in the Company's capital in
connection with the Placing, Open Offer, Offer for Subscription and Issuance Programme (as such terms are defined in the
prospectus issued by the Company on 12 April 2017, a copy of which shall be produced to the meeting and initialled by the
Chairman for the purposes of identification),
but this power shall be without prejudice to any other power granted to the Board in accordance with the Articles from time to time.
Signature Date 2017
You may submit your proxy electronically using the Share Portal at www.capitashareportal.com
    1. If you wish your proxy to cast all of your votes for or against the resolution you should insert an "X" in the appropriate box. If you wish your proxy to cast only certain votes for and certain votes against, insert the relevant number of shares in the appropriate box. In the absence of instructions, your proxy may vote or abstain from voting as he or she thinks fit on the resolution and, unless instructed otherwise, may also vote or abstain from voting as he or she thinks fit on any other business (including on a motion to amend a resolution, to propose a new resolution or to adjourn the Meeting) which may properly come before the Meeting.
    1. The "Withheld" option on the Form of Proxy is provided to enable you to abstain on any particular resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes "For" and "Against" the resolution.
    1. A corporation must seal the Form of Proxy or have it signed by an officer or attorney or any other person authorised to sign.
    1. To change the identity of your appointed proxy you should submit a new Form of Proxy using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see notes 11 and 12 below) also applies in relation to amended appointments.
    1. In the case of joint Shareholders, any Shareholder who has been elected by such joint Shareholders to represent them and to vote in their name may sign this Form of Proxy. In default of such election, the joint Shareholder whose name stands first on the register of members in respect of the joint shareholding shall alone be entitled to vote.
    1. To change your proxy voting instructions you may simply submit a new Form of Proxy using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see notes 11 and 12 below) does not apply in relation to amended voting instructions.
    1. To be valid this Form of Proxy (together with any power of attorney or other authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the Board of Directors) must reach the Company's Registrar by no later than 10.00 am on 3 May 2017. Alternatively Shareholders may submit proxies electronically not later than 10.00 am on 3 May 2017 using the Capita Share Portal Service at www.capitashareportal.com. Lodgment of a Form of Proxy does not prevent a member from attending the Meeting in person. Please return this Form of Proxy to the following address:

Company Registrar c/o Capita Asset Services PXS1 34 Beckenham Road Beckenham Kent BR3 4ZF England

  1. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual.

Business Reply Plus Licence Number RLUB-TBUX-EGUC

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PXS 1 34 Beckenham Road BECKENHAM BR3 4ZF

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