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The Investment Company PLC

Proxy Solicitation & Information Statement Oct 11, 2019

4642_agm-r_2019-10-11_6aeca54e-51aa-416e-bfc4-81427feb65ff.pdf

Proxy Solicitation & Information Statement

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THE INVESTMENT COMPANY PLC Annual General Meeting 21 November 2019 Attendance Card

If you are planning to attend the Annual General Meeting ("AGM") of The Investment Company Plc to be held on Thursday, 21 November 2019 at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH at 11.30 am, please bring this Attendance Card with you as evidence of your right to be admitted.

If you would like to vote at the AGM, but are unable to attend the meeting, you can appoint a proxy who will vote at the meeting on your behalf. To appoint a proxy, or proxies, please complete and return the proxy form.

Explanatory notes relating to the completion of the Proxy Form

  • 1 Only holders of ordinary shares, or their duly appointed representatives, are entitled to attend, speak and vote at the AGM. A member so entitled may appoint one or more proxies, who need not be a member, to attend, speak and vote on his/her behalf.
  • 2 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 AGM or'.
  • 3 You may appoint more than one proxy in relation to your shareholding provided that each proxy is appointed to execute rights attached to a different share or shares. You must complete separate proxy form for each proxy appointed. You may copy this form or (an) additional proxy form(s) may be obtained by contacting the Company's Registrar, Equiniti, on 0371 384 2030 (Lines open 8.30am to 5.30pm, Monday to Friday excluding UK public holidays in England and Wales) or +44 (0) 121 415 7047 (for calls made from outside the UK). Please indicate in the box next to the proxy holder's name the number of shares in relation to which he/she is authorised to act as your proxy. Please also indicate by ticking the additional box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned to Equiniti together in the same envelope.
  • 4 Please indicate with an 'X' in the boxes provided how you wish your vote to be cast. Unless otherwise instructed, the person appointed as proxy will exercise his/her discretion as to how he/she votes or whether he/she withholds a vote on any particular resolution and on any other business (including amendments to resolutions and any procedural business), which may come before the AGM. (continued over)

FORM OF PROXY: ANNUAL GENERAL MEETING 21 NOVEMBER 2019

Please complete the box below only if you wish to appoint a third party proxy other than the duly appointed Chairman of the meeting. Please leave this box blank if you wish to appointment the Chairman of the meeting. Do not insert your own name(s).

I/We the undersigned, being (a) holder(s) of the Ordinary Shares of 0.50 pence each of the capital of The Investment Company Plc (the "Company") hereby appoint the duly appointed Chairman of the Meeting OR the person indicated in the box above to act as my/our proxy at the Annual General Meeting of the Company to be held at 11.30 am on Thursday 21 November 2019 and at any adjournment thereof, to attend, speak and vote in respect of my/our full voting entitlement OR the number of shares specified on my/our behalf as directed below.

Please tick here if this proxy appointment is one of multiple appointment being made by the same shareholder.

Please indicate with an 'X; in the spaces provided how you wish your votes to be cast on a poll. Should this card be returned duly signed, but without specific direction, the proxy will vote or abstain at his/her discretion.

RESOLUTIONS FOR AGAINST VOTE WITHHELD
1 To receive and adopt the Annual Report
and Accounts for the year ended 30 June
2019
2 To receive and approve the Directors'
Remuneration Report for the year to
30 June 2019
3 To re-elect I.R. Dighé as a Director
4 To re-elect T.M. Metcalfe as a Director
5 To re-elect M.H.W. Perrin as a Director
6 To appoint PKF Littlejohn LLP as auditor
7 To authorise the Directors to determine
the remuneration of the Auditor.
RESOLUTIONS FOR AGAINST VOTE WITHHELD
8 To approve the Company's dividend
payment policy
9 To authorise the Directors to allot shares
10 To authorise the dis-application of
pre-emption rights
11 To authorise market purchases of shares
12 To reduce the notice period for general
meetings other than an annual general
meeting
13 To approve the continuance of the
Company

Signature

Address

Full name of registered holder(s)

Dated

Explanatory notes relating to the completion of the Proxy Form (continued)

  • 5 The 'Withheld' option on the proxy form 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' or 'Against' a resolution.
  • 6 A corporation must seal the proxy form or have it signed by an officer, an attorney or another person authorised to sign it.
  • 7 In the case of joint holders, only one need sign the proxy form. If more than one proxy form is received in respect of a joint holding, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s). For this purpose, seniority shall be determined by the order in which the names stand in the Register of Members in respect of the joint holding.
  • 8 To be valid the proxy form must reach the Company's Registrar, Equiniti, by no later than 11.30 am on 19 November 2019 or, if the AGM is adjourned, 48 hours (excluding non-working days) before the time of the adjourned AGM. The appointment of a proxy does not prevent a member from attending the AGM and voting in person.

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

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