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LSL PROPERTY SERVICES PLC Proxy Solicitation & Information Statement 2011

Nov 4, 2011

4859_agm-r_2011-11-04_28de7f0c-81c3-4686-819f-5706cf8b71ec.pdf

Proxy Solicitation & Information Statement

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LSL PROPERTY SERVICES PLC ("COMPANY") FORM OF PROXY GENERAL MEETING

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

(FULL NAME(S) IN BLOCK CAPITALS)

of......................................................................................................................................................................................................

......................................................................................................................................................................................................... (ADDRESS IN BLOCK CAPITALS)

being (a) member(s) of the Company, appoint the Chairman of the meeting OR the following person*:

Name of proxy Number of shares in relation to which the proxy is
authorised to act

(* please refer to Explanatory Note 2)

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 general meeting of the Company to be held at 10am on 22nd November 2011 at 1 Sun Street, London, EC2A 2EP and at any adjournment of the meeting.

. .Please tick here if this proxy appointment is one of multiple appointments being made.

(For the appointment of more than one proxy, please refer to Explanatory Note 3.)

I/We would like my/our proxy to vote on the resolutions to be proposed at the meeting as indicated on this form. Unless otherwise instructed, the proxy can vote as he or she chooses or can decide not to vote at all in relation to any business of the meeting.

Ordinary Resolutions For Against Vote
Withheld
1 .That the proposed acquisition by the Company's wholly owned subsidiary, LSL PS Limited ("Subsidiary") of the
entire issued share capital of Marsh & Parsons Limited, subject to the terms and conditions of (a) a conditional
acquisition agreement dated • 2011 made between (1) the Company and (2) Sherry FitzGerald Holdings Limited,
Peter Rollings and Liza-Jane Kelly ("Acquisition Agreement"); and (b) an investment agreement between (1) the
Company (2) Peter Rollings and Liza-Jane Kelly and (3) the Subsidiary, dated 4th November 2011 ("Investment
Agreement") be and are hereby approved and that the directors of the Company ("Directors") be and are hereby
authorised to do all things that are, in the opinion of the Directors (or a duly authorised committee of them),
necessary or desirable to give effect to and to complete the Acquisition Agreement and the Investment Agreement
and the documents referred to in them with such modifications, amendments, variations or waivers as they (or any
such committee) consider to be necessary or desirable provided such modifications, amendments, variations or
waivers are not of a material nature.
2 .Conditional upon the passing of resolution 1 above, that the establishment of the 2011 LSL Employee Benefit
Trust for the benefit of all the employees of the Company and its subsidiaries (within the meaning of section
1159 Companies Act 2006) from time to time and the entering into of the deed of trust between (1) the Company
and (2) Kleinwort Benson (Jersey) Trustees Limited to establish such employee benefit trust be and are hereby
approved.

Signature............................................................................................................ Date....................................... 2011

NOTES:

  • 1.. .You are entitled to appoint one or more proxies of your own choice to exercise all or any of your rights to attend and to speak and vote at the meeting. A proxy need not be a shareholder of the Company. 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.
  • You can only appoint a proxy in accordance with the procedures set out in these notes and in the notes to the notice of meeting. 2.. .If you wish to appoint the Chairman of the meeting as your proxy, please leave the space provided blank. If you wish to appoint a proxy other than the Chairman of the meeting, please insert their full name in the space provided. If you sign and return the form with no name in the space provided, the Chairman of the meeting will be deemed to be your proxy in respect of your full voting entitlement. If you are appointing a proxy other than the Chairman of the meeting and wish the proxy to be appointed in relation to less than your full voting entitlement, please enter in the box next to the name of the proxy the number of shares in relation to which they are authorised to act as your proxy. If you sign and return the form and leave this box blank, your proxy will be deemed to be authorised to act in respect of your full voting entitlement.
  • 3.. .To appoint more than one proxy, you will need to complete a separate form in relation to each appointment. Additional forms may be obtained by contacting the Company's registrar on 0871 664 0300 or you may photocopy this form. You will need to state clearly on each form the number of shares in relation to which the proxy is appointed. Please therefore indicate in the box next to the name of the proxy the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided 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. A failure to specify the number of shares each proxy appointment relates to or specifying a number in excess of the number of shares held by you may result in the proxy appointment being invalid.
  • 4.. .Completion and return of this form of proxy will not preclude you from attending and voting in person at the meeting if you wish. If you do attend the meeting in person, your proxy appointments will automatically be terminated. If you wish a proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman of the meeting and give them the relevant instructions directly.
  • 5.. .If you want your proxy to vote in a certain way on the resolutions specified, please indicate with an "X" in the appropriate box above how you wish your vote to be cast. If you fail to select any of the given options, your proxy can vote as he or she chooses or can decide not to vote at all. Your proxy can also do this on any other business which may come before the meeting, including amendments to resolutions and any procedural business.
  • 6.. .The "vote withheld" option on this form of proxy is provided to enable you to instruct your proxy not to vote on any particular resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of the votes "for" and "against" a resolution.
  • 7.. .In the case of a corporation, this form of proxy must be executed under its common seal or signed on its behalf by its duly authorised officer, attorney or other person authorised to sign.
  • 8.. .In the case of joint holders, only one need sign, but the names of all the joint holders must be stated. The vote of the senior joint holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose, seniority shall be determined by the order in which the names appear in the register of members in respect of the joint holding.
  • 9.. .To be valid, this form of proxy (duly signed and together with any power of attorney or other authority under which it is signed) must be received by post or (during normal business hours only) by hand at the offices of the Company's registrar, Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, no later than 10am on 18th November 2011 (or, if the meeting is adjourned, no later than 48 hours (excluding any part of a day that is not a working day) before the time of any adjourned meeting).
  • 10...CREST members who wish to appoint a proxy or proxies for the meeting (or any adjournment of it) through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must be transmitted so as to be received by Capita Registrars (ID RA10) no later than 10am on 18th November 2011 (or, if the meeting is adjourned, no later than 48 hours (excluding any part of a day that is not a working day) before the time of any adjourned meeting). Please refer to the notes to the notice of meeting for further information on proxy appointments through CREST.
  • 11...You may not use any electronic address provided in this form of proxy to communicate with the Company for any purposes other than those expressly stated.

Business Reply Licence Number RSBH-UXKS-LRBC

PXS 34 Beckenham Road BECKENHAM BR3 4TU