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Redrow PLC

Proxy Solicitation & Information Statement Oct 9, 2020

4728_agm-r_2020-10-09_d224bdf6-5283-415f-a9c8-50e2d59fbefd.pdf

Proxy Solicitation & Information Statement

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All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

Form of Proxy - Annual General Meeting to be held on 6 November 2020

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown

PIN: SRN:

Control Number: 916729

View the Annual Report online: http://redrowplc.co.uk Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

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 November 2020 at 10.00 am.

Explanatory Notes:

1. Please note the following important information when completing this form of proxy. In accordance with the restrictions and guidance put in place by the Government in response to COVID-19, and to minimise public health risks, the 2020 AGM will be held with a minimum number of attendees to ensure that the meeting is quorate under the Company's Articles of Association. To protect the health and wellbeing of our shareholders, shareholders and their proxies are asked not to attend the AGM in person and any attempted entry into the meeting will be refused. Due to the attendance restrictions, shareholders are strongly encouraged to appoint the Chairman of the meeting to act as their proxy, as any other named person will not be permitted to attend the meeting.

opposite and agree to certain terms and conditions.

  • 2. As shareholders are unable to attend the AGM, shareholders will be able to listen to the proceedings of the meeting remotely as the meeting is taking place by using the following dial-in details: +44 (0) 20 3936 2999, UK Toll Free: 0800 640 6441. Access Code: 387622.
  • 3. 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.
  • 4. 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.
  • 5. 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

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 conditions.

(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.

  • 6. 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 707 1257 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
  • 7. Any alterations made to this form should be initialled.
  • 8. In the ordinary course, the completion and return of this form would not preclude a member from attending the meeting and voting in person, however please note the attendance restrictions outlined in note 1 which shall be in place at the 2020 Annual General Meeting.
All Named Holders

Form of Proxy

6. To re-appoint Sir Michael Lyons as a Director.

7. To appoint Nicky Dulieu as a Director.

8. To re-appoint KPMG LLP as Auditors.

I/We hereby appoint the Chairman of the Meeting
Chairman of the Meeting *
I/We hereby appoint the Chairman of the Meeting 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 Redrow plc to be held at Redrow House, St. David's Park, Ewloe, Flintshire, CH5 3RX on 6 November 2020 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.
Vote Please use a black pen. Mark with an X
inside the box as shown in this example.
Vote
Ordinary Resolutions For Against Withheld For Against Withheld
1.
To receive and adopt the Directors' report and the
financial statements for the 52 weeks ended 28
June 2020, together with the Auditors' report.
9.
To authorise the Directors to fix the remuneration of
the Auditors.
2.
To re-appoint John Tutte as a Director.
10. To receive and adopt the Directors' report and the
financial statements for the 52 weeks ended 28
June 2020, together with the Auditors' report.
3.
To re-appoint Matthew Pratt as a Director.
11. To approve the Directors' remuneration policy set
out in the annual report.
4.
To re-appoint Barbara Richmond as a Director.
12. To authorise the Directors to allot shares in
connection with Section 551 of the Companies Act
2006.
Special Resolutions
5.
To re-appoint Nick Hewson as a Director.
13. To authorise the Directors to disapply statutory pre

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 7 6 5 1 6 R D R

emption rights in respect of 5% of the Company's

14. To authorise the Directors to disapply statutory preemption rights in respect of an additional 5% of the Company's issued share capital for the purpose of

16. That a general meeting of the Company, other than an annual general meeting, may be called on not

issued share capital.

financing specific transactions.

less than 14 clear days' notice.

15. To authorise the Company to make market purchases of its own shares.

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