AI assistant
Marks & Spencer Group PLC Proxy Solicitation & Information Statement 2017
5232_agm-r_2017-06-08_a3ee9434-69d9-475d-9f4e-07f487c37dbc.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
M&S
EST. 1884
ANNUAL GENERAL MEETING 2017 ATTENDANCE CARD
WEMBLEY STADIUM, WEMBLEY, LONDON, HA9 0WS TUESDAY 11 JULY 2017 AT 11AM
Doors open 9.30am. Please bring this attendance card with you and try to arrive by 10.30am to allow for registration and security clearance.
To view our Board biographies go to the governance section of marksandspencer.com/annualreport2017 and follow the link.
VOTE YOUR SHARES AT THE AGM
If you would like to vote at the AGM, but you are unable to attend the meeting, you can appoint a Proxy who will vote at the meeting on your behalf. There are two ways of doing this: 1) vote online or 2) complete and return the Proxy voting form below.
VOTE ONLINE AT SHAREVOTE.CO.UK - you can even do this on your smartphone.
Voting ID
Task ID
Shareholder reference No.
Guidance notes are on the reverse of this attendance card and in the enclosed Notice of Meeting from page 20. If you post the voting form within the United Kingdom, no envelope is necessary and there is no postage to pay. If you prefer to use an envelope, please address to Equiniti Limited, FREEPOST RTHU-CLLL-KBKU, Aspect House, Spencer Road, Lancing, BN99 8LU. If posting from outside the United Kingdom, you should return it in an envelope to the FREEPOST address above. However, you will need to pay the postage.
- Task ID
Shareholder reference No.
2482-220-s
VOTE BY POST: AGM 2017 VOTING FORM
If you do not have access to the internet and want to vote your shares, you can do so by completing and returning this part of the form to arrive no later than 11am on Friday 7th July 2017.
I want to give voting instructions
| Resolutions | For | Against withheld |
|---|---|---|
| 1 Receive Annual Report and Accounts | ☐ | ☐ |
| 2 Approve the Remuneration Report | ☐ | ☐ |
| 3 Approve the Remuneration Policy | ☐ | ☐ |
| 4 Declare final dividend | ☐ | ☐ |
| 5 Re-elect Vindi Banga | ☐ | ☐ |
| 6 Re-elect Patrick Bousquet-Chavanne | ☐ | ☐ |
| 7 Re-elect Alison Brittain | ☐ | ☐ |
| 8 Re-elect Miranda Curtis | ☐ | ☐ |
| 9 Re-elect Andrew Fisher | ☐ | ☐ |
| 10 Re-elect Andy Halford | ☐ | ☐ |
| 11 Re-elect Steve Rowe | ☐ | ☐ |
| 12 Re-elect Richard Solomons | ☐ | ☐ |
Resolutions
| Resolutions | For | Against withheld |
|---|---|---|
| 1 Receive Annual Report and Accounts | ☐ | ☐ |
| 2 Approve the Remuneration Report | ☐ | ☐ |
| 3 Approve the Remuneration Policy | ☐ | ☐ |
| 4 Declare final dividend | ☐ | ☐ |
| 5 Re-elect Vindi Banga | ☐ | ☐ |
| 6 Re-elect Patrick Bousquet-Chavanne | ☐ | ☐ |
| 7 Re-elect Alison Brittain | ☐ | ☐ |
| 8 Re-elect Miranda Curtis | ☐ | ☐ |
| 9 Re-elect Andrew Fisher | ☐ | ☐ |
| 10 Re-elect Andy Halford | ☐ | ☐ |
| 11 Re-elect Steve Rowe | ☐ | ☐ |
| 12 Re-elect Richard Solomons | ☐ | ☐ |
Indicate voting intention by ☐
| Resolutions | For | Against withheld |
|---|---|---|
| 13 Re-elect Robert Swannell | ☐ | ☐ |
| 14 Re-elect Helen Weir | ☐ | ☐ |
| 15 Appoint Archie Norman | ☐ | ☐ |
| 16 Re-elect Deloitte LLP as auditors | ☐ | ☐ |
| 17 Authorise Audit Committee to determine auditors' remuneration | ☐ | ☐ |
| 18 Authorise allotment of shares | ☐ | ☐ |
| 19 Disapply pre-emption rights* | ☐ | ☐ |
| 20 Authorise purchase of own shares* | ☐ | ☐ |
| 21 Call general meetings on 14 days' notice* | ☐ | ☐ |
| 22 Authorise the Company and its subsidiaries to make political donations | ☐ | ☐ |
| 23 Renew the all employee Sharesave Plan | ☐ | ☐ |
| 24 Approve amendments to the Articles* | ☐ | ☐ |
*special resolution
M&S Board voting recommendations ☐
Sign and date this declaration
I/we being the shareholder(s) of Marks and Spencer Group plc (the Company) hereby appoint the Chairman of the meeting, or'
Name and address of Proxy (see notes for voting overleaf)
as my Proxy to vote on my/our behalf at the Annual General Meeting (AGM) of the Company to be held on Tuesday 11 July 2017 at 11am and at any adjournment thereof. In respect of the resolutions referred to in the Notice of Meeting, I/we desire my/our Proxy to vote as indicated.
*If you would like to appoint a Proxy other than the Chairman, insert name and address in the box provided and initial alteration. You may appoint more than one Proxy.
See page 20 of Notice of Meeting (Note 2)
Date
Signature
Marks and Spencer Group plc registered office: Waterside House, 35 North Wharf Road, London W2 1NW. Reg No. 4256886. (England & Wales)
ANNUAL GENERAL MEETING ATTENDANCE CARD
DIRECTIONS
Bus and Tube
Wembley Stadium can be accessed via the Jubilee and Metropolitan lines at Wembley Park Station. The Bakerloo line and London Overground serve Wembley Central Station and Bus routes 83, 92 and 182 run towards Wembley Stadium from stop CM.
Main line railway station
Wembley Stadium Station (Chiltern Railways).
Further details regarding transport are included in the Notice of Meeting.
OTHER INFORMATION
Security
Standard security measures will be in place to ensure your safety. Please note that bag searches will be in operation, and any items deemed inappropriate will be removed and stored until the end of the event. Flash photography is not allowed at the AGM.
Shareholders with disabilities
Wembley Stadium is easily accessible by wheelchair users and has lift access inside. The Great Hall is also covered with an assisted hearing system; handsets will be available from the Customer Services Desk.
General
Shareholders are advised that unless otherwise provided, the telephone numbers, website and email addresses set out in this document are not to be used for the purpose of serving information or documents on the Company (including the service of documents or information relating to proceedings at the Company's AGM).
NOTES FOR VOTING
If you cannot attend the AGM, but wish to vote on the resolutions, you are entitled to appoint someone else as a 'Proxy'. A Proxy need not be a member of the Company and can exercise all or any of your rights to attend, speak and vote at the meeting. A Proxy must vote as you have instructed.
A Proxy will vote at his or her discretion or abstain from voting, as he or she sees fit, on any resolution on which you do not give a specific instruction and, unless instructed otherwise, on any other business (including amendments to resolutions) which may properly come before the meeting.
This form constitutes a Form of Appointment of Proxy and enables you to cast votes attaching to your Marks and Spencer Group plc shares.
The 'vote withheld' option is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'vote withheld' is not a vote in law and is not counted in the calculation of the votes 'for' and 'against' a resolution.
This form assumes you wish to vote all of your shares in the same way. To vote only part of your holding or to vote some shares one way and some another, please contact the shareholder helpline on 0345 609 0810 or +44 121 415 7071 from outside the UK. Lines open 8.30am to 5.30pm (UK time), Monday to Friday (excluding public holidays in England and Wales).
Business Reply Plus
Licence Number
RSRH-JSEC-XSZA
Equiniti
Aspect House
Spencer Road
LANCING
BN99 6GG