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Legal & General Group PLC Proxy Solicitation & Information Statement 2012

Mar 29, 2012

5266_agm-r_2012-03-29_16d78196-9269-4183-84b2-bf079cead94b.pdf

Proxy Solicitation & Information Statement

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ATTENDANCE CARD

Legal & General Group Plc - ANNUAL GENERAL MEETING

You can vote electronically at www.landgshareportal.com

(if not already registered for the Share Portal, you will need your Investor Code below)

Legal & General

To be held on Wednesday 16 May 2012 at: 11.00 a.m. at the Honourable Artillery Company, Armoury House, City Road, London EC1Y 2BQ.

Registration will commence at 10.00 a.m.

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

Signature of person attending

Barcode:

Investor Code:

NOTICE OF AVAILABILITY – NOTICE OF AGM AND ANNUAL REPORT

You can now access the 2011 Annual Report and Notice of Meeting by visiting The 'Investors' section of our website at www.legalandgeneralgroup.com

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.
  2. 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.
  3. To appoint more than one proxy, either photocopy the Proxy Form or contact Capita Registrars on 0871 402 3341 (calls cost 8p per minute plus network extras, lines are open 8.30 a.m. to 5.30 p.m. Monday to Friday). If calling from outside the UK, please dial +44 800 141 2959. 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.
  4. To be valid this form must be duly signed and received by Capita Registrars no later than 11.00 a.m. on Monday 14 May 2012. 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.
  5. You may wish to submit your voting instructions electronically at www.landgshareportal.com. To vote online you will need to log in to your share portal account or register for the share portal if you have not already done so. To register for the share portal you will need your investor code set out below. Once registered, you will immediately be able to vote.
  6. 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 Capita Registrars, FREEPOST RSBH-LWKS-LRBC, PXS, 34 Beckenham Road, Beckenham, BR3 4TU. 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.

FORM OF PROXY

Legal & General Group Plc - ANNUAL GENERAL MEETING

Bar Code:

Investor Code:

Event Code:

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

Name of proxy

Number of shares proxy appointed over

[blank line]

as my/our proxy, to attend, speak and vote on my/our behalf at the Annual General Meeting of the Company to be held at 11.00 a.m. on Wednesday 16 May 2012 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

RESOLUTIONS

Please mark 'X' to indicate how you wish to vote

Ordinary Resolutions

  1. To receive the Reports of the Company, Directors and Auditors for the year ended 31 December 2011.
  2. To declare a final dividend of 4.74p per ordinary share.
  3. To elect Stuart Popham.
  4. To elect Julia Wilson.
  5. To re-elect Tim Breedon.
  6. To re-elect Mike Fairey.
  7. To re-elect Dame Clara Furse.
  8. To re-elect Mark Gregory.
  9. To re-elect Rudy Markham.
  10. To re-elect John Pollock.
  11. To re-elect Nicholas Prettejohn.
  12. To re-elect Henry Staunton.
  13. To re-elect John Stewart.
  14. To re-elect Nigel Wilson.

Signature

RESOLUTIONS

Please mark 'X' to indicate how you wish to vote

  1. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company.
  2. To authorise the Directors to fix the Auditor's remuneration.
  3. To approve the Directors' Remuneration Report.
  4. To authorise the Directors to allot shares pursuant to section 551 of the Companies Act 2006 (the 'Act').
  5. To authorise political donations pursuant to section 366 of the Act.

Special Resolutions

  1. To disapply statutory pre-emption rights pursuant to section 560 of the Act.
  2. To renew the Company's authority to make market purchases of its shares.
  3. To authorise the Company to call general meetings (other than an AGM) on not less than 14 clear days' notice.

Date

You may submit your proxy

electronically at

www.landgshareportal.com


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.

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Business Reply
Licence Number
RSBH-UXKS-LRBC

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Refreshments

Tea and coffee will be served before the meeting and a light buffet lunch will be provided after 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, Capita, 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.

PXS
34 Beckenham Road
Beckenham
BR3 4TU