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Legal & General Group PLC — Proxy Solicitation & Information Statement 2023
Apr 19, 2023
5266_agm-r_2023-04-19_54cac6b0-7483-4d8c-aace-f2987469490a.pdf
Proxy Solicitation & Information Statement
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Legal & General
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Computershare
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
Telephone +44 (0) 370 707 1399
www.computershare.com
Shareholder Reference Number
Legal and General Group Plc - Annual General Meeting 2023- Form of Proxy
You may appoint a proxy at www.investorcentre.co.uk/eproxy instead of using this form. To login, you will need your Control Number, Shareholder Reference Number ("SRN") and PIN, all of which can be found on your Notice of Availability.
Votes must be received no later than 11am on Tuesday, 16 May 2023 (11am on Monday, 15 May 2023 for the Corporate Sponsored Nominee).
I/We being (a) member/members hereby appoint the Chair of the meeting/the following person:
Name of proxy (if not the Chair of the meeting):
Number of ordinary shares appointed over: (if less than your full voting entitlement)
as my/our proxy, to attend, speak and vote on my/our behalf at the Meeting of the Company and at any adjournment thereof. Please indicate below how you would like your proxy to vote on your behalf on the resolutions.
Please put an 'X' in the box opposite if this proxy appointment is one of multiple appointments being made:
Please use a black pen. Mark with an X inside the box as shown in this example ☐
| Resolutions: | For | Against | Withheld |
|---|---|---|---|
| 1 That the audited report and accounts of the Company for the year ended 31 December 2022, together with the Directors' Report, Strategic Report and the Auditor's Report on those accounts, be received | |||
| 2 That a final dividend of 13.93 pence per ordinary share in respect of the year ended 31 December 2022 be declared and paid on 5 June 2023 | |||
| 3 To approve the Company's Climate Transition Plan, as published on the Company's website: https://group.legalandgeneral.com/en/investors/retail-shareholder-centre/agm | |||
| 4 That Carolyn Johnson be elected as a director | |||
| 5 That Tushar Morzaria be elected as a director | |||
| 6 That Henrietta Baldock be re-elected as a director | |||
| 7 That Nilufer von Bismarck be re-elected as a director | |||
| 8 That Philip Broadley be re-elected as a director | |||
| 9 That Jeff Davies be re-elected as a director |
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| 10 | That Sir John Kingman be re-elected as a director | |||
|---|---|---|---|---|
| 11 | That Lesley Knox be re-elected as a director | |||
| 12 | That George Lewis be re-elected as a director | |||
| 13 | That Ric Lewis be re-elected as a director | |||
| 14 | That Laura Wade-Gery be re-elected as a director | |||
| 15 | That Sir Nigel Wilson be re-elected as a director | |||
| 16 | To re-appoint KPMG LLP as Auditor of the Company | |||
| 17 | That the Audit Committee, on behalf of the board, be approved to authorise the auditor's remuneration | |||
| 18 | To approve the Directors' Remuneration Policy | |||
| 19 | To approve the Directors' Report on Remuneration | |||
| 20 | That the aggregate amount of fees which may be paid to the Company's directors (excluding any remuneration payable to executive directors and any other amounts payable under any other provision of the Articles of Association of the Company) in accordance with article 88 of the Articles of Association of the Company be increased to £3,000,000 per annum | |||
| 21 | To authorise the Directors to allot Shares pursuant to section 551 of the companies Act 2006 (the Act) | |||
| 22 | To authorise the Directors to allot Shares in respect of Contingent Convertible Securities (CCS) | |||
| 23 | To authorise political donations pursuant to sections 366 and 367 of the Act | |||
| 24 | To disapply pre-emption rights | |||
| 25 | To disapply pre-emption rights in connection with an acquisition or specified capital investment | |||
| 26 | To disapply pre-emption rights in connection with the issue of CCS | |||
| 27 | That the Company can be authorised to make one or more market purchases of its ordinary shares of 2.5p each pursuant to section 701 of the Act | |||
| 28 | To authorise the Company to call general meetings (other than an AGM) on not less than 14 clear days' notice |
Signature: ____ Date: ____
Please send this Form of Proxy to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ.
Votes must be received no later than 11am on Tuesday, 16 May 2023 (11am on Monday, 15 May 2023 for the Corporate Sponsored Nominee).
A vote withheld option is provided on the proxy form to enable a shareholder to instruct a proxy to withhold their vote on a particular resolution. It should be noted that 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 the resolution.
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