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LSL PROPERTY SERVICES PLC Proxy Solicitation & Information Statement 2011

Mar 23, 2011

4859_agm-r_2011-03-23_b7713f07-e9aa-443c-a4b2-b8dbd4bf8a52.pdf

Proxy Solicitation & Information Statement

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FORM OF PROXY LSL PROPERTY SERVICES PLC

(the Company)

(Incorporated in England and Wales with registered no. 5114014)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING (AGM) TO BE HELD AT 2.30 P.M. ON 20th APRIL 2011

I/We............................................................................................................................................................................................................................

(insert name in block capitals please)

being a member/members of the Company hereby appoint the Chairman of the meeting or the following person (see note 1):

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 at the AGM of LSL Property Services plc to be held at 1 Sun Street, London EC2A 2EP on Wednesday 20th April 2011 at 2.30pm and at any adjourned meeting.

**please indicate by ticking the box if this proxy appointment is one of multiple appointments being made. For the appointment of more than one proxy, please refer to note 1.

*

RESOLUTIONS

Vote
For Against Withheld
1. To receive and adopt the Company's Annual Report and Accounts 2010
2. To approve the Directors' Remuneration Report
3. To approve the Proposed Final Dividend of 5.9p per Ordinary Share
4. To elect Steve Cooke as a Director
5. To elect David Newnes as a Director
6. To elect Alison Traversoni as a Director
7. To re-appoint Ernst & Young LLP as auditors of LSL and to authorise the Directors to determine
the auditors remuneration
8. To authorise the Directors to allot shares under section 551 of the Companies Act 2006
9. To disapply statutory pre-emption rights under section 561 of the Companies Act 2006 (Special Resolution)
10. To authorise the Company to make market purchases of its own Ordinary Shares (Special Resolution)
11. That a general meeting other than an AGM may be called on not less than 14 clear
days' notice (Special Resolution)

I/we would like my/our proxy to vote on the Resolutions proposed at the AGM as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Please note that a "Vote Withheld" is not a vote in law and will not be counted in the calculation of the votes cast "For" and "Against" the Resolution.

PLEASE SIGN AND DATE WHERE INDICATED

Please sign here:

Date ............................................................................................................................................................................................................................

Signature of shareholder or common seal/signature of duly authorised officer of corporate shareholder

Note: If joint shareholders, only one joint holder need sign.

Please complete and return this Form of Proxy, together with any power of attorney or other authority under which it is signed, to Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU so as to arrive by 2.30 p.m. on 18th April 2011. Alternatively, if you hold your shares in uncertificated form, you may appoint a proxy using the CREST proxy appointment service, details of which are set out in Note 2 of the administrative notes to the Notice of Annual General Meeting

Notes:

    1. A proxy need not be a member of the Company but must attend the Meeting to represent you. To appoint as proxy a person other than the Chairman of the Meeting, please insert the full name 1. A proxy need not be a member of the Company but must attend the Meeting to represent you. To appoint as proxy a person other than the Chairman of the Meeting, please insert the full name in the space provided. To appoint more than one proxy, you may photocopy this form. Please indicate the proxy holder's name and the *number of shares in relation to which you are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate 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.
  • *If necessary, 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 they will act on your full voting entitlement (or if this proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). If you appoint more than one proxy, each proxy must be appointed to exercise the rights attached to a different share or shares held by you. If no name is inserted in the space provided the Chairman will be deemed appointed as the proxy.
    1. Please indicate with a cross in the appropriate box how you wish your votes to be cast. In the absence of any specific direction, the proxy will vote (or abstain from voting) at his or her discretion. On any other business which properly comes before the Annual General Meeting (including any motion to amend any resolution or to adjourn the Meeting) the proxy will vote or abstain at his or her discretion.
    1. To be valid, this Form of Proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be received by Capita
  • Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU by not later than 2.30 p.m. on 18th April 2011. 4. Completion and return of this Form of Proxy will not prevent you from attending and voting at the Annual General Meeting if you so wish. If you do attend the meeting in person, your proxy appointments will be automatically terminated.
    1. In the case of a corporate shareholder, this Form of Proxy should either be executed by the Company under seal or signed by a Director or a duly authorised officer or attorney.
    1. In the case of joint holders, the vote of the first-named in the register of members of the Company will be accepted to the exclusion of that of other joint holders.
    1. Alternatively you may return the proxy form using the freepost address: FREEPOST RSBH-UXKS-LRBC, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
    1. Entitlement to attend and vote at the Annual General Meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members at 6.00pm, 18th April 2011. 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 Annual General Meeting. .

Business Reply Plus Licence Number AAA-AAA-AAA

Capita Registrars Proxies Department PO Box 25 Beckenham Kent BR3 4BR