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Persimmon PLC

Proxy Solicitation & Information Statement Mar 26, 2021

4683_agm-r_2021-03-26_eefa9b2f-b0c8-4bd4-8982-53ddd4c10f2b.pdf

Proxy Solicitation & Information Statement

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Attendance Card

Please bring this card with you to the Meeting if attendance is permitted by Government guidelines and present it at Shareholder registration/accreditation.

The Annual General Meeting of Persimmon Plc will be held at Persimmon House, Fulford, York, YO19 4FE on 28 April 2021 at 12.00 noon.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 28 April 2021

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 26 April 2021 at 12.00 noon.

Explanatory Notes:

  • 1. In light of the COVID-19 pandemic and in response to the UK Government's restrictions on public gatherings and travel, the arrangements and format of this year's AGM will differ from previous years. In the interest of the health and safety of our employees, shareholders and other stakeholders, we are not expecting to be able to allow shareholders to attend the AGM in person again this year. All shareholders are encouraged to vote by way of proxy via a designated voting platform. We recommend you appoint the Chairman of the Meeting as your proxy (we expect that any other proxy will not be allowed to attend the meeting unless it is for the purpose of forming the quorum). Should the government relax the restrictions on public gatherings and travel, or other measures prior to the AGM, alternative arrangements will be considered. Shareholders are therefore advised to check the Company's website for up-to-date information in relation to the AGM.
  • 2. 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 his 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 he is 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).
  • 3. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 703 0178 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 he is 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.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these terms and conditions.

  • 4. 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.
  • 5. 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 the close of business on the day which is two days before the day of the meeting. Changes to the 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.
  • 6. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
  • 7. The above is how your address appears on the Register of Members. If this information is incorrect, please ring the Registrar's helpline on 0370 703 0178 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
  • 8. Any alterations made to this form should be initialled.
  • 9. The completion and return of this form will not preclude a member from attending the meeting and voting in person, should the government relax the restrictions on public gatherings and travel. See Explanatory Note 1 for further details.
All Named Holders

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 of the meeting. Do not insert your own name(s).

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 Persimmon Plc to be held at Persimmon House, Fulford, York, YO19 4FE on 28 April 2021 at 12.00 noon, and at any adjourned meeting.

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

Please mark here to indicate that this proxy appointment is one of multiple appointments being made. Vote Please use a black pen. Mark with an X
inside the box as shown in this example.
Vote
Ordinary Business For Against Withheld For Against Withheld
1. To receive and adopt the Directors' and Auditor's Reports and
Financial Statements for the financial year ended 31 December 2020
10. To elect Annemarie Durbin as a Director
2. To approve the Annual Report on Remuneration for the financial
year ended 31 December 2020
11. To elect Andrew Wyllie as a Director
3. To re-elect Roger Devlin as a Director 12. To re-appoint Ernst & Young LLP as auditor of the Company until the
conclusion of the next Annual General Meeting
4. To elect Dean Finch as a Director 13. To authorise the Audit Committee to determine the auditor's
remuneration
5. To re-elect Mike Killoran as a Director 14. Special Business
Ordinary Resolution - To renew the authority to the Directors to allot
shares
6. To re-elect Nigel Mills as a Director 15. Special Resolution - To renew the authority to the Directors to
disapply pre-emption rights on up to 5% of the issued share capital
7. To re-elect Rachel Kentleton as a Director 16. Special Resolution - To authorise the Company to purchase its own
shares
8. To re-elect Simon Litherland as a Director 17. Special Resolution - That new articles of association be adopted as
the articles of association of the Company in substitution for, and to
the exclusion of, the existing articles of association
9. To re-elect Joanna Place as a Director 18. Special Resolution - To authorise the calling of a general meeting on
not less than 14 clear days' notice

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 Date

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).

H 1 0 4 2 2 6 P S N

All Correspondence to: Computershare Investor Services PLC

The Pavilions, Bridgwater Road Bristol, BS99 6ZY Tel: +44 (0)370 703 0178

Shareholder Reference Number (SRN)

Help reduce the environmental impact of your communications

Dear shareholder

As a shareholder, you can help reduce the environmental impact of your communications by choosing to receive your shareholder communications in electronic form.

The Companies Act allows the default option for receiving and accessing shareholder communications (including your annual report) to be via a company's website. You now have the choice of receiving an email when your annual report and other shareholder communications become available or continuing to receive a printed copy.

Please select one of the options opposite

If you do not indicate your preference to us by 26 April 2021 shareholder communications will be supplied to you by means of the website and information on accessing your shareholder communications online will be posted to you at the time of the mailing.

If you have any questions about this letter please refer to the back of this letter for more details.

Yours sincerely

Tracy Davison Company Secretary

What are your options?

Option 1 Elect for ecommunications

www.investorcentre.co.uk/ ecomms

Alternatively provide us with your email address on the form overleaf.

You will receive an email notification when your shareholder communications become available online.

Option 2

To continue receiving printed copies of your shareholder communications please follow the instructions on the reverse of the form.

Like the sound of ecommunications?

You can also manage your shareholding online. Investor Centre is our free self-service website. Register at www.investorcentre.co.uk and manage your shareholding with ease!

Computershare Investor Services PLC (CIS PLC) is authorised and regulated by the Financial Conduct Authority. CIS PLC is registered in England & Wales, Company No. 3498808, at: The Pavilions, Bridgwater Road, Bristol BS13 8AE.

Please make your selection

Receive email notifications when your shareholder communications are available online. Please submit your email address and SRN by visiting our Investor Centre website:

www.investorcentre.co.uk/ecomms

SRN: ! YOUR SRN IS IMPORTANT, PLEASE KEEP IT IN A SAFE PLACE.

By providing your email address and SRN above you will no longer receive paper copies of annual reports or other communications that are available electronically. Instead you will receive emails advising you when and how to access documents online.

Alternatively enter your email address below and send this form back in the enclosed reply paid envelope.

How to complete this form

Please use a black pen. Print in CAPITAL letters inside the boxes as shown in this example.

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,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,
********

Continue receiving a printed copy of all your communications.

To continue to receive a printed copy of the annual report and other shareholder communications please cross this box and send this letter back to us in the enclosed reply paid envelope.

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