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Intertek Group PLC Proxy Solicitation & Information Statement 2021

Mar 19, 2021

4819_agm-r_2021-03-19_81c8d7f9-8816-42bd-8f68-a0ddd73b9500.pdf

Proxy Solicitation & Information Statement

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Proxy Form

Intertek Group plc (the 'Company') 2021 Annual General Meeting

Shareholder Reference Number

Electronic communications

We would like to give you the opportunity to confirm how you wish to receive documentation from Intertek. Shareholders may elect to receive notification by email of the availability of the Annual Report and other shareholder communications on the Company's website instead of receiving paper copies. You have the following choices available:

Option 1 – Website documentation with email notification

The quickest and most environmentally friendly way to receive communications from Intertek is to elect to receive notifications of new documents by email. To arrange this you will need to register at www.shareview.co.uk.

Option 2 – Website documentation with hard copy notification

If you wish to be notified by hard copy in the post whenever documents are available on Intertek's website as overleaf, you do not need to do anything.

Option 3 – Hard copy documentation

If you wish to continue to receive hard copy documentation through the post, please tick this box and return this tear-off section to Freepost RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing BN99 8LU by 24 May 2021.

IMPORTANT

If we do not hear from you by Monday, 24 May 2021, you will be deemed to have consented to Option 2. You will receive shareholder

information from us via our website and not receive a hard copy in the post. Instead you will receive a notification by post informing you when shareholder information is made available on the website. You will always have the right to change your mind at any time or to request a hard copy of a particular document or piece of information by contacting our Registrar, Equiniti.

Signed Date

Proxy Form

Intertek Group plc 2021 Annual General Meeting ('AGM') to be held on Wednesday, 26 May 2021 at Intertek Group plc, 33 Cavendish Square, London W1G 0PS at 9.00 a.m. or any adjournment thereof.

Voting ID

Voting ID Task ID Shareholder Reference Number

Please read the notes (including the notes contained in the Notice of AGM) carefully.

Signed Date

I/We, being (a) holder(s) of ordinary shares of 1p each in the capital of the Company HEREBY APPOINT the Chairman of the Meeting or

Number of shares in relation
to which the proxy may act
to be my/our proxy to vote for me/us on my/our behalf at the above-mentioned AGM of the Company and at any adjournment thereof, to attend, speak and vote on my/our behalf.
We direct that my/our votes be cast on the Resolutions set out in the Notice of AGM convening the meeting as indicated by an 'X' in the appropriate box below and otherwise as
my/our proxy shall think fit. Please indicate 'X' here if this is one of multiple proxies.
1.
2.
3.
4.
5.
6.
7.
8.
9.
To receive the Annual Report and Accounts for the year
ended 31 December 2020
To approve the Directors' Remuneration Policy
To approve the Directors' Remuneration Report
To approve the payment of a final dividend of 71.6p per
ordinary share
To elect Lynda Clarizio as a Director
To elect Tamara Ingram as a Director
To elect Jonathan Timmis as a Director
To re-elect Andrew Martin as a Director
To re-elect André Lacroix as a Director
10. To re-elect Graham Allan as a Director
11. To re-elect Gurnek Bains as a Director
12. To re-elect Dame Louise Makin as a Director
For Withheld
Against
14. To re-elect Jean-Michel Valette as a Director
15. To reappoint PricewaterhouseCoopers LLP as Auditor
of the Company
16. To authorise the Audit Committee to determine the
remuneration of the Auditor
17. To authorise the Directors to allot Relevant Securities
18. To authorise UK political donations and expenditure
19. To disapply pre-emption rights
20. To disapply pre-emption rights in relation to an acquisition
or capital investment

21. To authorise the Company to buy back its own shares
22. To authorise the Company to hold any general meeting
(other than an Annual General Meeting of the Company)
on not less than 14 clear days' notice

23. To amend the Articles of Association
Special Resolution
For Against Withheld
13. To re-elect Gill Rider as a Director

BN99 8LU LANCING Spencer Road Aspect House Equiniti Freepost RTHJ-CLLL-KBKU AAATDFAADAADAFDDDATTDADTDDFAFADFFADF

NOTICE OF AVAILABILITY – Important, please read carefully

The Intertek 2021 Annual General Meeting ('AGM') is being held on Wednesday, 26 May 2021 at Intertek Group plc, 33 Cavendish Square, London W1G 0PS at 9.00 a.m. The 2020 Annual Report and Accounts, 2020 Sustainability Report and a letter from the Chairman including the Notice of AGM are now available to view online at www.intertek.com/investors. There are no particular software requirements to view documents on the website, other than those which are described and available through the website.

Details of the results of the voting at the AGM will be announced through the London Stock Exchange information service and will appear on www.intertek.com/investors/stock-exchange-announcements/.

If you wish to receive a paper copy of documentation by post, please contact the Company by phoning +44 (0)20 7396 3400. If you wish to receive further notifications by email rather than by post, you can elect to do so through www.shareview.co.uk.

If you have any queries, please contact our Registrar, Equiniti, on 0371 384 2653. Lines are open from 8.30 a.m. to 5.30 p.m. Monday to Friday, excluding bank holidays in England and Wales.

Overseas callers should dial +44 121 415 0804.

NOTES FOR COMPLETION OF THE PROXY FORM

    1. For comprehensive notes for completion of the Proxy Form, please refer to the Notice of AGM. As explained in the Notice of AGM, shareholders are encouraged to appoint the Chairman of the Meeting as their proxy for the 2021 AGM.
    1. Shareholders are entitled to appoint another person to attend the meeting and vote on their behalf using the Proxy Form. The proxy need not be a shareholder. You may still attend the meeting and vote even if you return the Proxy Form, subject to government advice and restrictions in place at the time. If you wish to appoint more than one proxy, please refer to the detailed instructions in the Notice of AGM.
    1. If you do not indicate how you wish your proxy to vote, the proxy will be entitled to exercise discretion as to how and whether to vote on any resolution. In respect of any other business which may properly be conducted at the meeting including (without limitation) any motion to adjourn the meeting or to amend a resolution, your proxy may act at his or her discretion.
    1. A vote 'withheld' is not a vote in law.
    1. In order to be valid, this Proxy Form must be received by Equiniti by no later than 9.00 a.m. on Monday, 24 May 2021.
    1. If you wish to vote via the internet, you can do so at www.sharevote.co.uk. You will require the Voting ID, Task ID and Shareholder Reference Number shown on the Proxy Form.
    1. CREST members who wish to utilise the CREST proxy appointment service may do so by following the procedures described in the CREST manual and the Notice of AGM.

[TBC]

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Freepost RTHJ-CLLL-KBKU AAATDFAADAADAFDDDATTDADTDDFAFADFFADF Freepost RTHJ-CLLL-KBKU Equiniti Aspect House Spencer Road LANCING BN99 8LU [TBC]