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Paragon Banking Group PLC Proxy Solicitation & Information Statement 2014
4701_agm-r_2014-01-03_7be1c263-5f28-435f-88c6-b2335dc99bb7.pdf
Proxy Solicitation & Information Statement
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paragon
THE PARAGON GROUP OF COMPANIES PLC
MR A SAMPLE
SAMPLE STREET
SAMPLE TOWN
SAMPLE CITY
SAMPLE COUNTY
AA11 1AA
Attendance Card
Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.
Additional Holders:
ADDITIONAL HOLDER 1
ADDITIONAL HOLDER 2
ADDITIONAL HOLDER 3
ADDITIONAL HOLDER 4
The Chairman of The Paragon Group of Companies PLC invites you to attend the Annual General Meeting of the Company to be held at
Jefferies Hoare Govett, Vintners Place, 68 Upper Thames Street, London EC4V 3BJ on 6 February 2014 at 10.00 am.
Shareholder Reference Number
C000000000
Please detach this portion before posting this proxy form.
Form of Proxy - Annual General Meeting to be held on 6 February 2014
View the Annual Report online: www.paragon-group.co.uk
Read, print and download your annual report electronically.
visit: www.investorcentre.co.uk
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To be effective, all proxy appointments must be lodged with the Company's Registrars at:
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 4 February 2014 at 10.00 am.
Explanatory Notes:
- Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). 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 (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
- To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0870 707 1244 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking 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.
- 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.
Kindly Note: This form is issued only to the addressee(s) and is specific to the results designated account printed hereon. This personalised form is not transferable to other different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any increase or lost does not comply with these conditions.
- 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 close of business on the day which is two days before the day of the 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.
- To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
- The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0870 707 1244 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
- The alterations made to this form should be initialled.
- The completion and return of this form will not preclude a member from attending the meeting and voting in person.
All Named Holders
MR A SAMPLE
Additional Holder 1
Additional Holder 2
Additional Holder 3
Additional Holder 4
114727_66338_MAIL/000001/000001/SG150/11
Poll Card To be completed only at the AGM if a Poll is called.
| Ordinary Resolutions | For | Against | Vote Withheld |
|---|---|---|---|
| 1. To receive and consider the Company's Accounts for the year ended 30 September 2013, the Strategic Report and the Reports of the Directors and Auditors. | ☐ | ☐ | ☐ |
| 2. To consider and adopt the Annual Remuneration Report. | ☐ | ☐ | ☐ |
| 3. To consider and approve the policies on directors' remuneration set out in the Policy Report. | ☐ | ☐ | ☐ |
| 4. To declare a dividend. | ☐ | ☐ | ☐ |
| 5. To re-appoint as a Director Mr R G Dench. | ☐ | ☐ | ☐ |
| 6. To re-appoint as a Director Mr N S Terrington. | ☐ | ☐ | ☐ |
| 7. To re-appoint as a Director Mr N Keen. | ☐ | ☐ | ☐ |
| 8. To re-appoint as a Director Mr J A Heron. | ☐ | ☐ | ☐ |
| 9. To re-appoint as a Director Mr R J Woodman. | ☐ | ☐ | ☐ |
| 10. To re-appoint as a Director Mr E A Tilly. | ☐ | ☐ | ☐ |
| Ordinary Resolutions | For | Against | Vote Withheld |
| --- | --- | --- | --- |
| 11. To re-appoint as a Director Mr A K Fletcher. | ☐ | ☐ | ☐ |
| 12. To re-appoint as a Director Mr P J N Hartill. | ☐ | ☐ | ☐ |
| 13. To re-appoint as a Director Ms F J Clutterbuck. | ☐ | ☐ | ☐ |
| 14. To re-appoint Deloitte LLP as Auditors. | ☐ | ☐ | ☐ |
| 15. To authorise the Directors to fix the remuneration of the Auditors. | ☐ | ☐ | ☐ |
| 16. To amend the limit on directors' fees pursuant to Article 95 of the Articles of Association. | ☐ | ☐ | ☐ |
| 17. Relating to the authorisation for the allotment of shares. | ☐ | ☐ | ☐ |
| Special Resolutions | ☐ | ☐ | ☐ |
| 18. Relating to the authorisation of the issue of equity securities for cash. | ☐ | ☐ | ☐ |
| 19. Relating to the authority to purchase own shares. | ☐ | ☐ | ☐ |
| 20. Relating to the notice period required for the calling of general meetings. | ☐ | ☐ | ☐ |
Signature
In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.
Form of Proxy
Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).
C0000000000
I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of The Paragon Group of Companies PLC to be held at Jefferies Hoare Govett, Vintners Place, 68 Upper Thames Street, London EC4V 3BJ on 6 February 2014 at 10.00 am, and at any adjourned meeting.
- For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
☐ Please mark here to indicate that this proxy appointment is one of multiple appointments being made.
| Ordinary Resolutions | For | Against | Vote Withheld |
|---|---|---|---|
| 1. To receive and consider the Company's Accounts for the year ended 30 September 2013, the Strategic Report and the Reports of the Directors and Auditors. | ☐ | ☐ | ☐ |
| 2. To consider and adopt the Annual Remuneration Report. | ☐ | ☐ | ☐ |
| 3. To consider and approve the policies on directors' remuneration set out in the Policy Report. | ☐ | ☐ | ☐ |
| 4. To declare a dividend. | ☐ | ☐ | ☐ |
| 5. To re-appoint as a Director Mr R G Dench. | ☐ | ☐ | ☐ |
| 6. To re-appoint as a Director Mr N S Terrington. | ☐ | ☐ | ☐ |
| 7. To re-appoint as a Director Mr N Keen. | ☐ | ☐ | ☐ |
| 8. To re-appoint as a Director Mr J A Heron. | ☐ | ☐ | ☐ |
| 9. To re-appoint as a Director Mr R J Woodman. | ☐ | ☐ | ☐ |
| 10. To re-appoint as a Director Mr E A Tilly. | ☐ | ☐ | ☐ |
Please use a black pen. Mark with an X inside the box as shown in this example. ☐
| Ordinary Resolutions | For | Against | Vote Withheld |
|---|---|---|---|
| 11. To re-appoint as a Director Mr A K Fletcher. | ☐ | ☐ | ☐ |
| 12. To re-appoint as a Director Mr P J N Hartill. | ☐ | ☐ | ☐ |
| 13. To re-appoint as a Director Ms F J Clutterbuck. | ☐ | ☐ | ☐ |
| 14. To re-appoint Deloitte LLP as Auditors. | ☐ | ☐ | ☐ |
| 15. To authorise the Directors to fix the remuneration of the Auditors. | ☐ | ☐ | ☐ |
| 16. To amend the limit on directors' fees pursuant to Article 95 of the Articles of Association. | ☐ | ☐ | ☐ |
| 17. Relating to the authorisation for the allotment of shares. | ☐ | ☐ | ☐ |
| Special Resolutions | ☐ | ☐ | ☐ |
| 18. Relating to the authorisation of the issue of equity securities for cash. | ☐ | ☐ | ☐ |
| 19. Relating to the authority to purchase own shares. | ☐ | ☐ | ☐ |
| 20. Relating to the notice period required for the calling of general meetings. | ☐ | ☐ | ☐ |
I/We instruct my/our proxy 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.
Signature
In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).
H1048
03
PRG