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Jupiter Fund Management PLC

Proxy Solicitation & Information Statement Jun 23, 2014

4884_agm-r_2014-06-23_05d86f97-a3dc-4f0a-8c7e-98254513a788.pdf

Proxy Solicitation & Information Statement

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Attendance Card

Jupiter Fund Management plc – Annual General Meeting

PLEASE BRING THIS ATTENDANCE CARD WITH YOU IF YOU ATTEND THE ANNUAL GENERAL MEETING. PLEASE RETURN THE FORM OF PROXY BELOW IN THE ENVELOPE PROVIDED SO AS TO BE RECEIVED NO LATER THAN 3.00PM ON 19 MAY 2014

SW1X 7DR at 3.00pm on 21 May 2014. Annual General Meeting to be held at The Caledonian Club, 9 Halkin Street, London
Signature of person attending Barcode:
Investor Code:
Barcode:
I/We being (a) shareholder(s) of the above named Company hereby appoint the Chairman of the Meeting Investor code:
or (see note 2)
Name of proxy
Number of shares over which appointed proxy Event code:
as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement on my/our behalf as indicated above at the Annual
General Meeting of the Company to be held on 21 May 2014 at 3.00pm and at any adjournment thereof. I/We have indicated with an 'X' below how I/we wish my/our votes to be
cast on the following resolutions. Please also indicate here if you are appointing more than one proxy (see note 4) – YES/NO (delete as appropriate).
Ordinary Resolutions Please mark 'X' to indicate how
you wish to vote
Please mark 'X' to indicate how
you wish to vote
To receive the Directors' report and the audited accounts Withheld
Against
Vote
For
12 To re-elect Matteo Dante Perruccio as a Director Withheld
Against
Vote
For
of the Company for the year ended 31 December 2013 2 To approve the Annual report on remuneration for the 13 To re-elect Lorraine Trainer as a Director
year ended 31 December 2013 Company's auditors 14 To re-appoint PricewaterhouseCoopers LLP as the
from 21 May 2014 3 To approve the Director's remuneration policy to take effect 15 To authorise the Audit Committee to fix the
auditors' remuneration
16 To authorise the Directors to allot shares in the
Company for cash
17 To authorise political donations and political expenditure
Special Resolutions 18 To authorise the Directors to disapply pre-emption rights
19 To authorise the Company to make market purchases of
4 To approve a final dividend
5 To re-elect Jamie Dundas as a Director
6 To re-elect Liz Airey as a Director
7 To re-elect Edward Bonham Carter as a Director
8 To re-elect John Chatfeild-Roberts as a Director
To re-elect Philip Johnson as a Director
10 To re-elect Maarten Slendebroek as a Director
its own shares 20 To approve the notice period of general meetings of

Notes

  • 1 As a member of Jupiter Fund Management plc (the "Company") you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Annual General Meeting (the "Meeting") on your behalf. You should appoint a proxy using the procedures set out in these notes.
  • 2 A proxy need not be a shareholder of the Company but must attend the meeting to represent you. A shareholder may appoint a proxy other than the Chairman of the Meeting. If such an appointment is made, delete the words 'the Chairman of the Meeting or' and insert the name of the person appointed proxy in the space provided. The Chairman of the Meeting will act as your proxy whether or not such deletion is made if no other name is inserted. 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 the number of shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
  • 3 Completion and return of this form will not prevent a member from attending the Meeting and voting in person.
  • 4 You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to a different share or shares. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting Capita Asset Services on 0871 664 0300 (calls cost 10p per minute plus network extras. Lines are open 8.30am to 5.30pm Monday to Friday) or you may photocopy this form. As mentioned in note 2 above, please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to vote as your proxy. Please also indicate by ticking 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.
  • 5 This form of proxy must be lodged at Capita Asset Services, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, in the envelope supplied so as to be received by Capita Asset Services no later than 3.00pm on 19 May 2014, that is not less than forty-eight hours before the time of the Meeting, or any adjournment thereof, together with the power of attorney or other authority under which it is signed or a notarially certified copy of such power or authority.
  • 6 If you wish your proxy to cast all of your votes for or against a 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. The "Vote Withheld" option is provided to enable you to instruct your proxy to abstain from voting on a particular resolution. A "Vote Withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes "For" or "Against" a resolution. In the absence of instructions, your proxy may vote or abstain from voting as he or she thinks fit on the specified resolutions and, unless instructed otherwise, may also vote or abstain from voting as he or she thinks fit on any other business which may properly come before the Meeting.

  • 7 In the case of joint holders, any one holder may sign this form. The vote of the senior joint holder who tenders the vote, 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.

  • 8 In the case of a member which is a company, this form of proxy must be executed under its common seal or signed on its behalf by an officer or attorney duly authorised by the company.
  • 9 Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended) and section 360B Companies Act 2006, 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 48 hours, excluding weekends, Christmas Day, Good Friday and any Bank Holiday, before the Meeting or adjourned 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.
  • 10 CREST members wishing to appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system must ensure that, in order for such CREST Proxy Instruction to be effective, it is received by the Company's agent (ID: RA10) no later than 48 hours, excluding weekends, Christmas Day, Good Friday and any Bank Holiday, before the time appointed for holding the Meeting or any adjournment thereof, together with any power of attorney or other authority under which it is sent. 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 Company'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. For further information relating to the CREST proxy system, please refer to the CREST manual (available via HYPERLINK "http://www. euroclear.com/CREST" www.euroclear.com/CREST) and the notes to the notice of the Meeting.
  • 11 If you submit more than one valid proxy appointment in respect of the same share or shares, the appointment received last before the latest time for the receipt of proxies will take precedence. If the Company is unable to determine which was received last, none of the proxy appointments in respect of that share or shares shall be valid.
  • 12 All alterations made to this form must be initialled by the signatory. 13 You may not use any electronic address provided in this form of proxy to communicate with the Company for any purposes other than those expressly stated.

Registered office: 1 Grosvenor Place, London SW1X 7JJ. Registered number 6150195.

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