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Rightmove PLC AGM Information 2017

Mar 31, 2017

5308_agm-r_2017-03-31_81d566cf-b0f5-4d55-9082-66d20496a9e3.pdf

AGM Information

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Attendance card Rightmove plc Annual General Meeting ("AGM")

You may submit your proxy electronically using the Share Portal Service at www.capitashareportal.com. If not already registered for the Share Portal, you will need your investor code below:

To be held at 10am on Tuesday 9 May 2017 at the offices of UBS Limited, 5 Broadgate, London EC2M 2QS.

If you wish to attend this meeting in your capacity as a holder of ordinary shares, please sign this card and on arrival hand it to the Company's registrars. This will facilitate entry to the meeting.

Signature of person attending
Bar code:
Investor code:
Area for personalisation

Notice of Availability – Notice of AGM and 2016 Annual Report

Important – please read carefully

You can now access the 2016 Annual Report and Notice of AGM by visiting this website:

plc.rightmove.co.uk

Please note the deadline for receiving proxies is 10am on Friday, 5 May 2017.

Rightmove plc – 2017 Annual General Meeting – Form of Proxy

Area for personalisation

I/We being (a) member(s) of the Company hereby appoint the CHAIRMAN OF THE ANNUAL GENERAL MEETING or the following person (see note 1 overleaf) Name of proxy No. of shares if less than total holding

Bar code:
Investor code: Area for personalisation
Event code:

as my/our proxy (see note 2 overleaf) to attend, speak and vote for me/us on my/our behalf at the AGM of the Company to be held at 10am on Tuesday 9 May 2017 at the offices of UBS Limited, 5 Broadgate, London EC2M 2QS and at any adjournment thereof. I/We have indicated with an 'X' how I/we wish my/our vote to be cast on the resolutions below.

Please mark 'X' here if this appointment is one of multiple appointments being made.

Resolutions
Please mark 'X' to indicate
how you wish to vote
For Against Withheld
1 To receive the accounts and the reports of the directors
and auditors thereon
2 To approve the Directors' Remuneration Report
3 To approve the Directors' Remuneration Policy
4 To declare a final dividend
5 To re-appoint KPMG LLP as auditor of the Company
6 To authorise the directors to agree the remuneration
of the auditor
7 To re-elect Scott Forbes as a Director
8 To re-elect Peter Brooks-Johnson as a Director
9 To re-elect Robyn Perriss as a Director
10 To re-elect Peter Williams as a Director
11 To re-elect Ashley Martin as a Director

To be valid, this proxy form MUST BE SIGNED in the box below (see note 7 overleaf).

12 To re-elect Rakhi Goss-Custard as a Director
13 To elect Jacqueline de Rojas as a Director
14 To authorise the directors to allot shares
15 To disapply statutory pre-emption rights
16 To disapply statutory pre-emption rights for an
acquisition or other capital investment
17 To authorise the repurchase of ordinary shares
18 To authorise political donations and expenditure
19 To authorise general meetings (other than an
Annual General Meeting) to be called on not less

Resolutions Please mark 'X' to indicate

how you wish to vote

  • than 14 clear days' notice 20 To amend the Rightmove 2009 Deferred Share Bonus Plan
  • 21 To renew the Rightmove 2008 Sharesave Plan

To assist with arrangements, if you intend to attend the meeting in person please place an 'X' in the box opposite

Signature Date

NB, Resolutions 15, 16, 17 and 19 will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.

You may submit your proxy electronically at www.capitashareportal.com

Notes

    1. 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 AGM. 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 over). If the proxy is being appointed in relation to less than your full voting entitlement, please enter the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
    1. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. No proxy may be authorised to exercise votes that any other person has been authorised to exercise. All forms must be signed and should be returned together in the same envelope.
    1. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communication from the Company in accordance with section 146 of the Companies Act 2006 ("Nominated Persons"). Nominated Persons may have a right under an agreement with the registered shareholder who holds shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if Nominated Persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
    1. In the absence of voting instructions, the proxy may vote or refrain from voting as he thinks fit on the specified resolutions. Unless otherwise instructed, the proxy may also vote or refrain from voting as he thinks fit on any other business (including amendments to resolutions) which may come before the meeting.
    1. The "Vote Withheld" option 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.
    1. Pursuant to regulation 41 of the Uncertified 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 Friday, 5 May 2017. 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.
    1. Shares held in uncertificated form (i.e. CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual no later than 10am on Friday, 5 May 2017. Shareholders wishing to vote online should visit www.capitashareportal.com and follow the instructions. The deadline for voting online is 10am on Friday 5 May 2017.
    1. The completion and return of this form will not preclude a member from attending the AGM and voting in person. If you attend the meeting in person, your proxy appointment will automatically be terminated.
    1. The Form of Proxy overleaf must arrive at Capita Asset Services, PXS1, 34 Beckenham Road, Beckenham, BR3 4ZF during usual business hours accompanied by any Power of Attorney under which it is executed (if applicable) no later than 10am on Friday, 5 May 2017.
    1. If you prefer, you may return the proxy form to the Registrar in an envelope addressed to FREEPOST CAPITA PXS.
    1. Any alterations to this proxy form should be initialled.