Important please read carefully
Please detach and retain this section. Do not post with Proxy Form 2020 General Meeting of Reach plc to be held
at 10.30 a.m. on Thursday, 22 October 2020.
Due to the UK Government restrictions related to COVID-19, shareholders and/or their proxies regrettably will not be able to attend in person the General Meeting at 10.30 a.m. on Thursday, 22 October 2020. Instead shareholders are strongly encouraged to either vote in advance electronically or submit the Form of Proxy appointing the Chairman of the Meeting as proxy. Thank you for your understanding
and co-operation during these exceptional times. Any adjustments or updates to the arrangements of the General Meeting will be announced on the Company's website at www.reachplc.com and via a regulatory announcement.
What should shareholders do to ensure participation at the
General Meeting?
Given the current restrictions, we strongly encourage shareholders to vote in advance of the General Meeting, either online or by completing and returning their form of Proxy.
You may appoint a proxy: by post (please detach the Proxy Form, fill it in, sign it, and send it to Equiniti; the [email protected] email address; electronically at www.sharevote.co.uk; or, CREST participants may lodge proxy appointments via CREST. You are strongly encouraged to appoint the Chairman of the meeting as your proxy to ensure your vote is recognised at the General Meeting.
Further information on appointing a proxy is provided overleaf in the Explanatory Notes. Please note the deadline for receiving proxy appointments is 10.30 a.m. on Tuesday, 20 October 2020.
Shareholders are invited to submit any questions via email to [email protected] or in writing to General Meeting Questions, c/o Company Secretary, Reach plc, One Canada Square, Canary Wharf, London E14 5AP by 10.30 a.m. on Tuesday, 20 October 2020. Answers of which will be posted on the Company's website following the end of the meeting.
Notice of Availability – Circular containing Notice of General Meeting
Important – please read carefully
You can now access the Circular to shareholders dated 29 September 2020 (the "Circular"), which contains the Notice of General Meeting, on the Company's website at www.reachplc.com Please note the deadline for receiving proxies is 10.30 a.m. on Tuesday, 20 October 2020
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Reach plc |
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For use at the General Meeting of Reach plc to be held at 10.30 a.m. on Thursday, 22 October 2020. |
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0625-053-S |
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| 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: |
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| Number of shares the proxy is appointed over: |
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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 General Meeting of Reach plc to be held at 10.30 a.m. on Thursday, 22 October 2020 and at any adjournment thereof. I appoint my/our proxy to attend, speak* and vote* in the manner indicated below (see Note 3 overleaf).
Please indicate here with an 'X' if this proxy form is one of multiple instructions being given; please refer to Note 2 overleaf.
| Ordinary Resolution |
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Against |
Vote Withheld |
| 1 Approve the issue of Bonus Shares |
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| 2 Authority to allot shares |
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| Special Resolution |
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| 3 Adoption of new Articles of Association |
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| Ordinary Resolution |
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| 4 Approve the Reach All-Employee Share Plan |
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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
Date Signed
BN99 8HY LANCING Spencer Road Aspect House Equiniti Road House BN99 8HY LANCING Spencer Road Aspect House Equiniti
FTDTTDATTDTTTADTDFDFTAFAATDTDAADAATA RTAT-JRXG-XULT Business Reply Plus BN99 8HY LANCING RTAT-JRXG-XULT
Licence Number Licence Number
Business Reply Plus Business Reply Plus
Explanatory Notes Reach plc Attendance at General Meeting If you attend the meeting, bring this card with you to show at General If you the card with you Attendance at General Meeting If you attend the meeting, bring this card with you to show
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- 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. Due to the UK Government restrictions relating to COVID-19 and restrictions on attending the General Meeting, you are strongly encouraged to appoint the Chairman of the meeting as your proxy to ensure your vote is recognised at the General Meeting. 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 admitted.1 Only shares, or representatives, are entitled vote at themeeting. A member so entitled may appoint proxy(ies), member(s), all or any of his/her rights attend and to speak andvote behalf.2 You can the Chairman the 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
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- You can appoint the Chairman of the meeting or anyone else to be your proxy at the General Meeting. 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. else to be your proxy at the General Meeting. 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. else at the General can also, wish, proxy provided that is appointed attached a different or shares anyone else to be your proxy at the General Meeting. 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 Form of Proxy. 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 Form of Proxy if the proxy instruction is one of multiple instructions being given. All Forms of Proxy must be signed and should be returned to the Company's registrar, Equiniti, by 10.30 a.m. on Tuesday, 20 October 2020. • 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 you the form. Please the box below proxy name, the number of in relationto you authorise to act as your Please box on proxyform of multipleinstructions being proxy forms signed and should to Equiniti • To appoint as your sole respectof your shares, fill in any • 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 Form of Proxy, but leave all other proxy appointment details blank. • 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 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
- 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). • 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). 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
Then complete the rest of the Form of Proxy, but leave all other proxy appointment details blank. Then complete the rest of the Proxy Form, but leave all other proxy appointment details blank. a member of the Company). Then complete the rest of the Proxy Form, but leave all
Due to the UK Government restrictions relating to COVID-19 and restrictions on attending the General Meeting, you are strongly encouraged to appoint the Chairman of the meeting as your proxy to ensure your vote is recognised at the General Meeting. Other named proxies will not be allowed to attend the General Meeting and their votes will not be counted. 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. sign Form, other proxyappointment • To appoint proxy in respect of other the words Chairman address (who member ofthe Company). Then all other 3 The Proxy proxies full rights toattend, and vote. of please cross out either of words 'speak' or 'vote' you feel appropriate indicated by an asterisk.4 If the Proxy Form is signed by someone else on your 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.
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- The Form of Proxy 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. Due to the UK Government restrictions on attending the General Meeting, named proxies, other than the Chairman of the meeting, will not be allowed to attend the General Meeting. 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. behalf, their authority to sign must be returned with theProxy Form. In the case of a joint holding, any holdermay sign. If the shareholder is a corporation, the formmust be executed under its common seal or signed byan officer, attorney or other person duly authorised bythe corporation.5 To be entitled to vote at the meeting (and for thepurpose of determining the number of votes you maycast) you must be entered on the Company's register 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
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- If the Form of Proxy is signed by someone else on your behalf, their authority to sign must be returned with the Form of Proxy. 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 Wednesday, 11 November 2015 or, if the meeting is adjourned, you must be entered on the register at 6.00 pm two days prior to of members at 6.00 pm on Wednesday, 11 November2015 or, if the meeting is adjourned, you must be purpose of determining the number of votes you may cast) you must be entered on the Company's register of members at 6.30 pm on Friday, 23 February 2018 or, if the meeting is adjourned, you must be entered on the register at 6.30 pm two business days prior to the date of any adjourned meeting.
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- 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 6.30 p.m. on 20 October 2020 or, if the meeting is adjourned, you must be entered on the register at 6.30 p.m. two days prior to the date of any adjourned meeting. the date of any adjourned meeting. 6 Full details of the resolutions to be proposed at the General Meeting, with explanatory notes, are set out in the enclosed Notice of General Meeting. entered on the register at 6.00 pm two days prior tothe date of any adjourned meeting.6 Full details of be proposed at theGeneral Meeting, notes, out inthe of General Meeting. 6 Full details of the resolution to be proposed at the General Meeting, with explanatory notes, are set out in Notice of General Meeting contained in the Circular dated 9 February 2018, which is available on the Company's website at www.trinitymirror.com.
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Full details of the resolutions to be proposed at the General Meeting, with explanatory notes, are set out in the enclosed Notice of General Meeting. 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 person appointed as will exercise his/her how he/she votes or he/she abstains voting on any particular resolution and on any other 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
vote to
7 Please indicate with an 'X' in the boxes provided how you wish your vote to be cast. Unless otherwise
7 Please indicate with an 'X' in the boxes provided how you wish your vote to be cast. Unless otherwise
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- 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. 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 and any business), which may If you multiple proxies wish vote or abstain how vote orwriting in each proxy and the 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
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- 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. 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 voted or from voting by The 'Withheld' on Proxy you to a vote be calculation of ofa resolution. 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
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- 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. 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 Any alterations be initialled.If you return the Proxy this 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
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- Any alterations to this Form of Proxy should be initialed. not prevent you from attending in person and voting at the meeting should you subsequently decide to do so. the meeting should you subsequently decide to do so. 12 A corporation must seal the Form of Proxy or have it
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- 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 be invited to do so. Due to the current restrictions on attendance at the General Meeting, you will not be allowed entry to the General Meeting. 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 and voting meeting should must seal the Form of Proxy itan attorney in meeting should In the of joint holders, this 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
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- A corporation must seal the Form of Proxy or have it signed by an officer or attorney in person, and voting at the meeting must be carried out by an officer or attorney in person should you subsequently decide to do so. 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 of Proxy, of the senior who tenders aof the purpose seniority shall be the stand in register of respect of 14 To be valid the Form of Proxy must reach the 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.
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- 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. 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 amon Wednesday, 11 November 2015. Lodgement of a Form of Proxy does not prevent a member from 14 To be valid the Form of Proxy must reach the Company's registrar, Equiniti, by no later than 11.30 am on Friday 23 February 2018. 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,
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- Alternatively you can scan, or take a photo of the signed and completed proxy and return it to [email protected]. If you return the form in a different envelope please use the following address: RTHJ-CLLL-KBKU Equiniti, Aspect House, Spencer Road, LANCING, BN99 8LU. 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 RTHJ-CLLL-KBKU, Aspect House, Company's registrar, Equiniti, by no later than 11.30 amon Wednesday, 11 November 2015. Lodgement of aForm of Proxy does not prevent a member fromattending the meeting in person.If you return the Proxy in envelope,do so using the following address: Equiniti,RTHJ-CLLL-KBKU, then please do so using the following address: Equiniti, FREEPOST RTHJ-CLLL-KBKU, Aspect House, Spencer Road, Lancing, BN99 8LU. 16 Alternatively, Electronic Proxy Appointment ('EPA')
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- 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 10.30 a.m. on Tuesday, 20 October 2020 and will not be accepted if found to contain a computer virus. Spencer Road, Lancing, BN99 8LU. 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 Wednesday, 11 Lancing, BN99 is meeting. you must visit shown. The Voting Task ID and number shown required to procedure. The 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 Friday, 23 February 2018 and will not be accepted if found to contain a computer virus.
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- 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 10.30 a.m. on Tuesday, 20 October 2020. November 2015 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, November to a computer The CREST appointment service meeting. CREST members should CREST proxy instruction, the procedures described in the CREST manual, 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