Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

PageGroup PLC Proxy Solicitation & Information Statement 2023

Apr 13, 2023

5296_agm-r_2023-04-13_0f7c1bc6-9e04-4245-8e4b-df7b8ad64868.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

PAGEGROUP PLC AGM Proxy Card

To be held on 1 June 2023 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 2022 and the Notice of the Annual General Meeting for 2023.

You can access the Annual Report and Accounts for the year ended 31 December 2022 and the Notice of the Annual General Meeting for 2023 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.

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 1, Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL. No stamp is required.

PAGEGROUP PLC
Form of Proxy – AGM
Bar Code:
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
*
No.
of Shares
Event Code:
  1. To vote on the resolutions set out in the Notice of Meeting in the manner indicated by an 'X' in the appropriate spaces.

  2. 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 Kelvin Stagg as a Director of
the Company
2. To approve the Directors' Remuneration Policy 12. To re-elect Ben Stevens as a Director
of the Company
3. To approve the Directors' Remuneration Report 13. To reappoint Ernst & Young LLP as the External
Auditor of the Company
4. To declare a final dividend for 2022 of 10.76p 14. To authorise the Audit Committee to determine
the remuneration of the External Auditor
5. To elect Nicholas Kirk as a Director of
the Company
15. To authorise the Directors to allot shares
pursuant to s551 of the Companies Act 2006
6. To elect Babak Fouladi as a Director of
the Company
16. To grant authority to the Company and its
subsidiaries to make political donations
7. To re-elect Karen Geary as a Director of
the Company
in accordance with s366 and s367 of the
Companies Act 2006
8. To re-elect Michelle Healy as a Director of
the Company
17. To disapply pre-emption rights
9. To re-elect Sylvia Metayer as a Director of
the Company
18. To authorise the Company to purchase its
own shares
10. To re-elect Angela Seymour-Jackson as a
Director of the Company
19. To authorise the Company to call general
meetings on not less than 14 clear days' notice

"

Explanatory Notes to the Form of Proxy:

    1. 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 Meeting.
    1. 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.
    1. Link Group, the company's registrar, has launched a shareholder app: LinkVote+. It's free to download and use and gives shareholders the ability to access their shareholding record at any time and allows users to submit a proxy appointment quickly and easily online rather than through the post. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below.
Apple App Store GooglePlay
  1. If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.

Business Reply Plus Licence Number RUCA–ESGL–RSXY

TTDDDDAFFDFTTADTDTFTDTFFDTDTDDTDFTAD

    1. 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.
    1. 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.
    1. In respect of CREST voting, please refer to notes 5 and 6 of the Notes to the Notice of Meeting.
    1. 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.
    1. The completion and return of this form of proxy will not preclude a member from attending the meeting and voting in person.
    1. 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 78 to 82 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.
    1. In order to be valid an appointment must be received by 9.30am on 30 May 2023 (being 48 hours before the time of the meeting excluding nonworking days) or, if the Meeting is adjourned, by the time which is 48 hours before the time of the adjourned Meeting.
    1. 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