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LOOKERS PLC Proxy Solicitation & Information Statement 2018

May 25, 2018

4665_agm-r_2018-05-25_2752805e-54f0-493c-b3fe-492e1ebbcada.pdf

Proxy Solicitation & Information Statement

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ATTENDANCE CARD

Lookers plc - 2018 ANNUAL GENERAL MEETING

You may submit your proxy electronically using the Share Portal service at www.signalshares.com. If not already registered for the Share Portal, you will need your Investor Code below.

Notes

  • 1 The appointment of the Chairman of the meeting as proxy has been included for convenience. To appoint as a proxy any other person, delete the words "the Chairman of the meeting or" and insert the full name of your proxy in the space provided. A proxy need not be a member of the Company. Where you appoint as your proxy someone other than the Chairman of the meeting, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish for a proxy to make any comments on your behalf at the meeting, you will need to appoint someone other than the Chairman of the meeting and give them the relevant instructions directly. If the proxy is being appointed in relation to part of your holdings only, please enter in the box next to their name the number of shares in relation to which they are authorised to act. If this box is left blank, they will be authorised in respect of your entire shareholding.
  • 2 Unless otherwise indicated the proxy will vote as he/she thinks fit or, at his/ her discretion, withhold their vote.
  • 3 To be valid, the Form of Proxy below, together with any power of attorney or other written authority under which it is signed, or a notarially certified copy, or copy certified in accordance with the Power of Attorney Act 1971, of such power or written authority, must arrive not later than 11.00 am on Wednesday 23 May 2018, at PXS, 34 Beckenham Road, Beckenham, BR3 4TU.
  • 4 The Form of Proxy below must be signed and dated by the member or his/ her attorney duly authorised in writing. A corporation must execute the Form of Proxy under either its common seal or the hand of a duly authorised officer or attorney. In the case of joint holders the signature of any one will be sufficient. The vote of the senior joint holder (according to the order in which the names stand in the register in respect of the holding) who tenders a vote in person or by proxy will be accepted to the exclusion of the vote(s) of the other joint holder(s).
  • 5 The Form of Proxy is for use in respect of the shareholder account specified above only and should not be amended or submitted in respect of a different account.
  • 6 The 'Vote Withheld' option is to enable you to withhold your vote on any particular resolution. Such a vote is not a vote in law and will not be counted in the votes 'For' and 'Against' a resolution.
  • 7 Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual. Further details are set out in the Notice of meeting.
  • 8 You may also appoint a proxy online by following the instructions for the electronic appointment of a proxy at www.signalshares.com. Further details are set out in the Notice of meeting.
  • 9 You may appoint one or more proxies of your choice to attend the meeting, and any adjournment thereof, instead of you, provided each proxy is appointed to exercise rights in respect of different shares. To appoint more than one proxy, please photocopy the proxy form below indicating on each copy the name of the proxy you wish to appoint and, in the box provided, the number of shares in respect of which the proxy is appointed. You should send all pages to Link Asset Services' Proxy Department in the same envelope.
    1. Appointment of a proxy will not prevent a member from attending the meeting and voting in person.
Bar Code:
I/We being a member of the Company hereby appoint the Chairman of the meeting or (see note 1) Investor Code:
Number of shares:
(see note 9)
Event Code:
as my/our proxy to exercise all or any of my/our rights to attend, to speak and to vote on my/our behalf at the Annual General Meeting of the Company to be held at:
Lookers House, 3 Etchells Road, West Timperley, Altrincham, WA14 5XS on Friday 25 May 2018 at 11.00am and at any adjournment thereof. I/we have indicated with
a ' ' how I/we wish my/our votes to be cast on the following resolutions. I/we authorise my/our proxy to vote (or withhold their vote) as he or she thinks fit in relation to
any other matter which is properly put before the meeting.
Please tick here if you are appointing more than one proxy (see note 9).
Please mark ' ' to indicate how you
RESOLUTIONS
wish to vote (see notes 2 and 6)
Vote Withheld
Against
For
Vote Withheld
Against
For
To receive the financial statements and the reports
thereon of the Directors and auditor for the year
ended 31 December 2017
11 To appoint Stuart Counsell as a Director
To approve the Directors' Remuneration Report (other
than the part containing the Remuneration Policy) for
the year ended 31 December 2017
12 To re-appoint Deloitte LLP as the auditor
To declare a final dividend 13 To authorise the Audit and Risk Committee
to determine the remuneration of the auditor
To re-elect Andy Bruce as a Director 14 To authorise the Directors to allot shares
To re-elect Robin Gregson as a Director
To re-elect Nigel McMinn as a Director
15 Special Resolution to disapply statutory
pre-emption rights
To re-elect Tony Bramall as a Director 16 Special Resolution to disapply statutory
pre-emption rights in connection with
acquisitions and capital investments
To re-elect Phil White as a Director 17 Special Resolution to authorise the Company
to make market purchases of its own shares
To re-elect Richard Walker as a Director
10 To re-elect Sally Cabrini as a Director
18 Special Resolution to authorise the Company
to hold general meetings (other than Annual
To assist with arrangements, if you intend to attend the meeting in person please place a ' ' in the box opposite General Meetings) on at least 14 days' notice

To be held at: Lookers House, 3 Etchells Road, West Timperley, Altrincham, WA14 5XS on Friday 25 May 2018 at 11.00am. If you wish to attend this meeting in your capacity as a holder of Ordinary Shares, please sign this card and on arrival hand it to the Company's registrars. This will facilitate entry to the meeting.

Signature of person attending Barcode:

Investor Code:

PXS 1 34 Beckenham Road BECKENHAM BR3 4ZF