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Legal & General Group PLC Proxy Solicitation & Information Statement 2011

Apr 14, 2011

5266_agm-r_2011-04-14_a47a50db-1d65-40bc-93ab-6e0a52cb4d1b.pdf

Proxy Solicitation & Information Statement

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ATTENDANCE CARD

Legal & General Group Plc Annual General Meeting Wednesday 25 May 2011

PROXY FORM

Voting ID Task ID Shareholder Reference Number

2

Please refer to the Notice of Meeting, which contains the full text of the resolutions and explanatory notes, before completing the Proxy form. + +

You can vote electronically at www.sharevote.co.uk using the above numbers, or complete this form, detach it and post it to us.

I/we the undersigned, being a member of Legal & General Group Plc (the "Company"), hereby appoint the Chairman of the meeting or

as my/our proxy, to attend, speak and vote on my/our behalf at the Annual General Meeting of the Company to be held on Wednesday 25 May 2011 and at any adjournment thereof. The proxy will vote at their discretion, or abstain from voting on any resolution listed below, if no instruction is given regarding that resolution and on any other business transacted at the meeting, including amendments to resolutions.

Please put an 'X' here if this proxy appointment is one of multiple appointments being made3

Please indicate how you wish your proxy to vote by marking the appropriate boxes in ink like this: x

Ordinary Resolutions For Against Withheld1 Ordinary Resolutions For Against Withheld1
1. Annual Report and Accounts 13. Re-appointment of Auditor
2. Declaration of Final Dividend 14. Remuneration of Auditor
Election of directors: 15. Directors' Remuneration Report
3. Mike Fairey 16. Authority to allot shares
4. Nick Prettejohn 17. Political donations
Re-election of directors: 18. Scrip dividend scheme
5. Tim Breedon
6. Dame Clara Furse Special Resolutions
7. Mark Gregory 19. Disapplication of pre-emption rights
8. Rudy Markham 20. Authority to make market purchases
9. John Pollock of own shares
10. Henry Staunton 21. Notice period for general meetings
11. John Stewart
12. Nigel Wilson
2179-113-S
Date
Signature
(If signing on behalf of a company, please enter the company name below in block letters and state your official capacity.)
+ For and on behalf of +
Company Name Official capacity

If you have any questions about completing this Form, please phone Equiniti on 0871 384 2118. Calls to this number cost 8p per minute from a BT landline, other providers' costs may vary. Lines open 8.30am to 5.30pm, Monday to Friday. If calling from outside the UK, please dial +44(0)121 415 7031.

To be held at 2.30 pm at the Honourable Artillery Company, Armoury House, City Road, London EC1Y 2BQ.

Registration will commence at 1.30pm.

If you plan to attend the AGM, please bring this card with you and keep it until the end of the meeting. It shows that you are entitled to attend and vote at the AGM and will speed up your admission to the meeting.

You will also need the Poll Card on the back of this card, to vote on the resolutions proposed to the meeting.

Notes to the Proxy Form

    1. 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 a resolution.
    1. Only holders of ordinary shares or their duly appointed representatives are entitled to attend, speak and vote at the meeting. If you are unable to attend the meeting, you can appoint the Chairman or a proxy to exercise all or any of your rights to attend, speak and vote on your behalf. A proxy does not need to be a member of the Company but must attend the meeting to represent you. 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 securities 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 in the case of a corporate shareholder, the full voting entitlement for each relevant designated account). Submission of a proxy appointment will not preclude you from attending and voting at the meeting.
    1. To appoint more than one proxy, either photocopy the Proxy Form or contact Equiniti on 0871 384 2118. Calls to this number cost 8p per minute from a BT landline, other providers' costs may vary. Lines open 8.30am to 5.30pm, Monday to Friday. If calling from outside the UK, please dial +44(0)121 415 7031. Please indicate in the box next to the proxy holder's name, the number of shares in relation to which you authorise them to act as your proxy. Please also indicate by marking the box on the Proxy Form if the proxy instruction is one of multiple instructions being given.
    1. To be valid this form must be duly signed and received by Equiniti at 2.30pm on Monday 23 May 2011. Only the first named joint holder need sign the form. If the holder is a corporation, the Form must show the company's common seal, or be signed on its behalf by an attorney or officer stating their capacity (eg director or secretary). Any power of attorney or any other authority under which this Proxy Form is signed (or a duly certified copy of such power or authority) must be included with the Proxy Form.
    1. You may wish to submit your voting instructions electronically via the website, www.sharevote.co.uk. To use Sharevote you will need the Voting ID, Task ID and Shareholder Reference number shown above. Shareholders who have registered with Equiniti's online portfolio service, Shareview, can submit their voting instructions electronically by logging onto their portfolio at www.shareview.co.uk and clicking on the link to vote under your holding details. Full instructions on the procedure are given on the respective websites. Voting instructions made electronically will not be valid if sent to any address other than those provided or if received after 2.30pm on Monday 23 May 2011.
    1. If the Proxy Form is posted in the UK or the Channel Islands, there is no postage to pay. If you wish to use an envelope, please address it to Equiniti, FREEPOST SEA 10846, Aspect House, Spencer Road, Lancing, BN99 6ZL. No stamp is needed if it is posted in the UK. If the form is posted outside of the UK, you should return it in an envelope using the address above. You will need to pay postage from overseas.

Equinti

BN99 8ZS

Lancing

Spencer Road

Aspect House

POLL CARD 2011

For use by holders of ordinary shares

at the Annual General Meeting of Legal & General Group Plc to be held on Wednesday 25 May 2011 at 2.30pm or at any adjournment thereof

Ordinary Resolutions Against Withheld
1
Ordinary Resolutions For Against Withheld
1. Annual Report and Accounts 13. Re-appointment of Auditor
2. Declaration of Final Dividend 14. Remuneration of Auditor
Election of directors: 15. Directors' Remuneration Report
3. Mike Fairey 16. Authority to allot shares
4. Nick Prettejohn 17. Political donations
Re-election of directors: 18. Scrip dividend scheme
5. Tim Breedon
6. Dame Clara Furse Special Resolutions
7. Mark Gregory 19. Disapplication of pre-emption rights
8. Rudy Markham 20. Authority to make market purchases
9. John Pollock of own shares
21. Notice period for general meetings
10. Henry Staunton
11. John Stewart
12. Nigel Wilson
Name in full
Please sign here

How to find the HAC

The nearest tube stations to the HAC are Moorgate (walk north up City Road) and Old Street (Exit 5, walk south down City Road). The nearest mainline stations are Liverpool Street and Moorgate. There are also a number of bus routes stopping close to the venue.

The HAC frontage on City Road has a castle appearance and is situated directly next to 32-36 City Road, and opposite the Travelodge.

Refreshments

Tea, coffee and pastries will be served before the meeting.

Cloakroom facilities

Cloakroom facilities are available downstairs from the registration area. A lift is available if required.

Persons with special needs

The HAC is easily accessible by wheelchair users. Registration, refreshments and the meeting will all be held on the ground floor. The cloakroom facilities can be accessed by lift from the registration area.

How to ask a question during the meeting

All shareholders, and proxy holders can raise questions of the Directors during the Q&A section of the meeting. If you wish to ask a question, please raise your hand and wait for a microphone to be brought to you; do not speak before you have received the microphone. Please give your name and confirm that you are an ordinary shareholder, or an appointed proxy, before asking your question.

If you have a question that relates to your personal holding in Legal & General shares, this should be put to a member of staff from the Registrar, Equiniti, who will be on hand to assist.

Security

Please ensure that mobile devices are switched off before entering the meeting. Please be advised that recording of any part of the proceedings is strictly prohibited. If you see any unattended bags, please notify a member of staff immediately.