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PageGroup PLC — Proxy Solicitation & Information Statement 2022
Apr 20, 2022
5296_agm-r_2022-04-20_879e3ac2-dddd-4aa0-877e-0c4c07ac7209.pdf
Proxy Solicitation & Information Statement
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PAGEGROUP PLC AGM Proxy Card
To be held on 31 May 2022 at 9.30am at 200 Dashwood Lang Road, Bourne Business Park, Addlestone, Surrey KT15 2NX.
IMPORTANT – PLEASE READ CAREFULLY NOTICE OF AVAILABILITY
For the Annual Report and Accounts for the year ended 31 December 2021 and the Notice of the Annual General Meeting for 2022.
You can access the Annual Report and Accounts for the year ended 31 December 2021 and the Notice of the Annual General Meeting for 2022 by visiting the Company's website at www.page.com. This form is not a summary of those documents and cannot be regarded as a substitute for reading them.
Event Code:
In the event you wish to appoint a proxy, please complete the Form of Proxy below and return it to Link Group at PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL. If you would prefer, the proxy form can be sent in an envelope addressed to FREEPOST PXS, Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL. No stamp is required.
PAGEGROUP PLC Form of Proxy – AGM
Bar Code:
No. of Shares
I/We the undersigned being a member of the Company and entitled to vote at the Annual General Meeting hereby appoint the Chair of the Meeting or (see note 1)
* Account Name:
Name of Proxy
"
As my/our proxy to attend and vote in respect of my/our voting entitlement on my/our behalf at the Annual General Meeting to be held on Tuesday 31 May 2022 at 9.30am at 200 Dashwood Lang Road, Bourne Business Park, Addlestone, Surrey KT15 2NX and at any adjournment thereof. I/We desire my/our said proxy:- 1. To vote on the resolutions set out in the Notice of Meeting in the manner indicated by an 'X' in the appropriate spaces.
- To vote or abstain from voting on other resolutions (including amendments to any resolution) which may be properly moved at the Meeting and at any adjournment thereof as they think fit.
* Please indicate the number of shares in respect of this proxy appointment. Leave blank if this proxy appointment is in respect of your entire holding.
| Resolution | For | Against | Vote | Withheld Resolution | For Against | Vote Withheld |
|
|---|---|---|---|---|---|---|---|
| 1. To receive the Directors' and Auditor's Reports and Statement of Accounts |
11. To re-elect Ben Stevens as a Director of the Company |
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| 2. To approve the Directors' Remuneration Report | 12. To reappoint Ernst & Young LLP as the External Auditor of the Company |
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| 3. | To declare a final dividend for 2021 of 10.30p | 13. To authorise the Audit Committee to determine the remuneration of the Auditor |
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| 4. To re-elect Patrick De Smedt as a Director of the Company |
14. To authorise the Directors to allot shares pursuant to s551 of the Companies Act 2006 |
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| 5. To elect Karen Geary as a Director of the Company |
15. To grant authority to the Company and its subsidiaries to make political donations |
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| 6. To re-elect Michelle Healy as a Director of the Company |
in accordance with s366 and s367 of the Companies Act 2006 |
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| 7. To re-elect Steve Ingham as a Director of the Company |
16. To disapply pre-emption rights | ||||||
| 8. To re-elect Sylvia Metayer as a Director of the Company |
17. To authorise the Company to purchase its own shares |
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| 9. To re-elect Angela Seymour-Jackson as a Director of the Company |
18. To authorise the Company to call general meetings on not less than 14 clear days' notice |
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| 10. To re-elect Kelvin Stagg as a Director of the Company |
Explanatory Notes to the Form of Proxy:
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- Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the Meeting. If you wish to appoint a person other than the Chair of the meeting, please insert the name of your chosen proxy holder in the space provided. If the proxy is being appointed in relation to less than your full voting entitlement, 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 your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this form of proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). You may appoint the Chair of the meeting as your proxy to vote on your behalf at the AGM. Doing so will ensure that your vote is counted, in particular if there are restrictions on public gatherings at the time of the AGM.
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- Shareholders can vote online at www.signalshares.com by logging in with your username or password and following the instructions. If you have forgotten your username or password you can request a reminder via www.signalshares.com. If you have not previously registered, you will need your Investor Code, which can be found on your share certificate.
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- To appoint more than one proxy, (an) additional form(s) of proxy may be obtained by photocopying this form. Please indicate 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. All forms of proxy must be signed and should be returned together in the same envelope.
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- Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the Meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 8.00pm on the day which is two days before the day of the Meeting or adjourned meeting. 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 Meeting.
Business Reply Plus Licence Number RUCA–ESGL–RSXY
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- In respect of CREST voting, please refer to notes 5 and 6 of the Notes to the Notice of Meeting.
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- Your address as detailed overleaf is that as appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on UK 0371 664 0300 (calls are charged at the standard geographical rate and will vary by provider), overseas +44 (0) 371 664 0300 (calls charged at applicable international rates) to request a change of address form. Lines are open Monday to Friday, 9.00am to 5.30pm, excluding public holidays in England and Wales.
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- The completion and return of this form of proxy will not preclude a member from attending the meeting and voting in person.
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- The 'Vote Withheld' option overleaf 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 will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution. A biography of each of the Directors and details of their contribution can be found on pages 73 to 76 of the Annual Report and Accounts. Please indicate with an 'X' in the spaces overleaf how you wish to vote at the Meeting. When no 'X' is inserted the proxy will at their discretion vote as they think fit or abstain from voting.
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- In order to be valid an appointment must be received by 9.30am on 27 May 2022 (being 48 hours before the time of the meeting excluding non-working days).
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- In the event you wish to appoint a proxy, please complete the Form of Proxy and return it to Link Group at PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL. If you would prefer the Form of Proxy can be sent in an envelope addressed to FREEPOST PXS, Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL. No stamp is required.
PXS 1 Link Group Central Square 29 Wellington Street LEEDS LS1 4DL
