Annual General Meeting – 16 May 2013
Shareholder admission card
To be held at Hilton London Canary Wharf, South Quay, Marsh Wall, London E14 9SH on Thursday, 16 May 2013 at 11.30 am.
Information Hilton London Canary Wharf, South Quay, Marsh Wall, London E14 9SH
Important If you wish to attend the Annual General Meeting, please bring the admission card with you.
Public Transport Underground Canary Wharf station on the Jubilee Line (approx. 5–10 mins walk). Exit station via escalator for signs to DLR. Turn left and cross Bank Street and go through the Jubilee Place glass building. Over the South Quay footbridge following the footpath to the left. Turn right into Admirals Way and the hotel is located on your left. DLR South Quay station. Buses The D8 runs along Marsh Wall. Light refreshments Tea and coffee will be served before the meeting. Security Cameras, telephones, other mobile devices, tape recorders and video cameras cannot be taken into the meeting. It is a condition of entry to the meeting that all bags and packages will be subject to random search. Admission Registration commences at 10.30 am.
Trinity Mirror plc Form of Proxy For use at the Annual General Meeting to be held on Thursday, 16 May 2013 0625-021-S Voting ID. Task ID. Shareholder reference number + I/WE HEREBY APPOINT the Chairman of the meeting/OR the following person in respect of all my shares: Number of shares proxy is appointed over: Please indicate here with an 'X' if this proxy form is one of multiple instructions being given; please refer to the notes section, item 2. to be my/our proxy to exercise all or any of my/our rights to attend, speak and vote on my/our behalf at the Annual General Meeting (the "AGM") of Trinity Mirror plc to be held at 11.30 am on Thursday, 16 May 2013 and at any adjournment thereof. I appoint my/our proxy to
|
|
Vote |
|
|
Vote |
|
For Against |
Withheld |
|
For Against |
Withheld |
1 Receive the Directors' report, financial statements and auditors' report for the |
|
|
10 Re-elect Paul Vickers as a director |
|
|
| 52 weeks ended 30 December 2012 |
|
|
11 Re-appointment of auditors, Deloitte LLP |
|
|
2 Receive and adopt the Remuneration report |
|
|
12 Authority for directors to fix the auditors' remuneration |
|
|
3 Elect Simon Fox as a director 1 |
|
|
13 Authority to directors to allot shares |
|
|
| 4 Elect Mark Hollinshead as a director |
|
|
14 Authority to directors to issue shares for cash † |
|
|
5 Re-elect David Grigson as a director 2 |
|
|
15 Authority for Company |
|
|
6 Re-elect Gary Hoffman as a director 3 |
|
|
to purchase shares † |
|
|
7 Re-elect Jane Lighting as a director 4 |
|
|
16 Authority under Part 14 of the Companies Act 2006 to make |
|
|
8 Re-elect Donal Smith 5 |
|
|
political donations |
|
|
| 9 Re-elect Vijay Vaghela as a director |
|
|
17 Notice period for general meetings other than annual general meetings † |
|
|
|
|
|
|
|
|
4 Chairman of the Remuneration Committee and Member of the Audit & Risk and Nomination Committees 5 Member of the Audit & Risk, Nomination and Remuneration Committees † Special resolution
2 Chairman of the Nomination Committee and Member of the Remuneration Committee 3 Senior Independent Director and Member of the Audit & Risk, Nomination and Remuneration Committees
1 Member of the Nomination Committee
attend, speak* and vote* in the manner indicated below (see Note 3 overleaf):
Please mark this box if signing on behalf of the shareholder as Power of Attorney, Receiver, or Third Party. 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. This card should not be used for any comments, change of address, or other queries. Please send separate instruction.
Please tear along dotted line
+
Attendance at Annual General Meeting
If you attend the meeting, bring this card with you to show as evidence of your right to be admitted.
NOTES
- 1 Only holders of ordinary shares, or their duly appointed representatives, are entitled to attend and vote at the meeting. A member so entitled may appoint (a) proxy(ies), who need not be (a) member(s), to exercise all or any of his/her rights to attend and to speak and vote on his/her behalf.
- 2 You can appoint the Chairman of the meeting or anyone else to be your proxy at the AGM. You can also, if you wish, appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you.
- • To appoint more than one proxy, you should photocopy the proxy form. Please indicate in the box below the proxy holder's name, the number of shares in relation to which you authorise them to act as your proxy. Please also indicate by marking the box on the proxy form if the proxy instruction is one of multiple instructions being given. All proxy forms must be signed and should be returned to Equiniti Registrars.
- • To appoint the Chairman as your sole proxy in respect of all of your shares, fill in any voting instructions and sign and date the Proxy Form, but leave all other proxy appointment details blank.
- • To appoint a single proxy in respect of all your shares other than the Chairman, cross out only the words 'the Chairman of the meeting' and insert the name and address of your proxy (who need not be a member of the Company).
Then complete the rest of the Proxy Form, but leave all other proxy appointment details blank.
- 3 The Proxy Form gives your proxy or proxies full rights to attend, speak and vote. If you wish to restrict the rights of your proxies, please cross out either or both of the words 'speak' or 'vote' as you feel appropriate where indicated by an asterisk.
- 4 If the Proxy Form is signed by someone else on your behalf, their authority to sign must be returned with the Proxy Form. In the case of a joint holding, any holder may sign. If the shareholder is a corporation, the form must be executed under its common seal or signed by an officer, attorney or other person duly authorised by the corporation.
- 5 To be entitled to vote at the meeting (and for the purpose of determining the number of votes you may cast) you must be entered on the Company's register of members at 6.00 pm on 14 May 2013 or, if the meeting is adjourned, you must be entered on the register at 6.00 pm two days prior to the date of any adjourned meeting.
-
6 Full details of the resolutions to be proposed at the AGM, with explanatory notes, are set out in the enclosed Notice of AGM.
-
7 Please indicate with an 'X' in the boxes provided how you wish your vote to be cast. Unless otherwise instructed, the person appointed as proxy will exercise his/her discretion as to how he/she votes or whether he/ she abstains from voting on any particular resolution and on any other business (including amendments to resolutions and any procedural business), which may come before the meeting.
- 8 If you appoint multiple proxies and wish to give them separate instructions to vote or abstain from voting, please indicate how you wish each proxy to vote or abstain from voting by writing in each appropriate box the name of the proxy and the number of shares to be voted or withheld from voting by him or her.
- 9 The 'Withheld' option on the Form of Proxy is provided to enable you to abstain on any particular resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' and 'Against' a resolution.
- 10 Any alterations to this Proxy Form should be initialled.
- 11 If you complete and return the Form of Proxy this will not prevent you from attending in person and voting at the meeting should you subsequently decide to do so.
- 12 A corporation must seal the Form of Proxy or have it signed by an officer or attorney in person and voting at the meeting should you subsequently decide to do so.
- 13 In the case of joint holders, only one need sign this Form of Proxy, but the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
- 14 To be valid the Form of Proxy must reach the Company's registrar, Equiniti, by no later than 11.30 am on Tuesday, 14 May 2013. Lodgement of a Form of Proxy does not prevent a member from attending the meeting in person.
- 15 If you prefer to return the Form of Proxy in an envelope, then please do so using the following address: Equiniti, FREEPOST, SEA10846, Aspect House, Spencer Road, Lancing BN99 6ZL.
- 16 Alternatively, Electronic Proxy Appointment ('EPA') is available for this meeting. To use this facility you must visit www.sharevote.co.uk where details of the procedure are shown. The Voting ID, Task ID and shareholder reference number shown overleaf will be required to complete the procedure. The EPA will not be valid if received after 11.30 am on Tuesday, 14 May 2013 and will not be accepted if found to contain a computer virus.
- 17 The CREST electronic proxy appointment service is available for this meeting. To use this service CREST members should transmit a CREST proxy instruction, using the procedures described in the CREST manual, so as to reach the Company's Registrar, Equiniti, CREST participant ID RA19 by no later than 11.30 am on 14 May 2013.