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Sabre Insurance Group PLC — AGM Information 2021
Apr 12, 2021
5341_agm-r_2021-04-12_c54db807-dbf7-460d-9b35-00fca2d84230.pdf
AGM Information
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Attendance Card Sabre Insurance Group plc – 2021 Annual General Meeting
IMPORTANT, please read carefully
You can access the Annual Report and Financial Statements for the period ended 31 December 2020 and Notice of Annual General Meeting at www.sabreplc.co.uk
Name of person attending Shareholder reference number
If Government advice changes significantly, and you are able to attend the 2021 Annual General Meeting of the Company, to be held at the Company's offices, Old House, 142 South Street, Dorking, RH4 2EU on Friday 14 May 2021 at 9:30 a.m., please bring this Attendance Card with you and present it to Equiniti Limited, the Company's registrar, on arrival. As set out in the Notice of Annual General Meeting, any change in the arrangements for attendance at the Annual General Meeting will be notified to shareholders via a Regulatory Information Service.
This Attendance Card is evidence of your right to attend and vote at the 2021 Annual General Meeting of the Company. If you are attending as a representative of a shareholder that is a corporation, you will need to show our registrar evidence that you have been properly appointed as a corporate representative to gain entry to the Annual General Meeting.
| m of Proxy Voting ID For |
Task ID | Shareholder Reference Number Sabre Insurance Group plc – 2021 Annual General Meeting |
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|---|---|---|---|
| I/We (insert name of shareholder) | |||
| Of (insert address of shareholder) | |||
| OR the following person (see Notes 2, 3 and 4). | being (a) member(s) of Sabre Insurance Group plc (the "Company") hereby appoint the Chairman of the meeting | ||
| Name of proxy | No. of shares authorised | ||
| (see Notes 4 and 5). | on my/our behalf at the 2021 Annual General Meeting of the Company to be held at the Company's offi ces, Old House, as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement 142 South Street, Dorking, RH4 2EU on Friday 14 May 2021 at 9:30 a.m. and at any adjournment of that meeting. Please indicate with an 'X' here if this proxy appointment is one of multiple appointments being made |
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| abstains from voting. | resolutions, and in respect of any other motion which may be proposed at the Annual General Meeting (including a motion the Annual General Meeting. If this form is received duly signed but without a specifi c written direction on all or any of the Please indicate with an 'X' in the spaces below how you wish your votes to be cast on each resolution to be proposed at to adjourn), the proxy will exercise his or her discretion as to how he or she votes and as to whether or not he or she |
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| legal effect and will not be counted in the votes 'For' or 'Against' a resolution. | The 'Vote withheld' option is to enable you to abstain on any of the resolutions. Please note that a withheld vote has no | ||
| Please note the deadline for receiving proxies is 9:30 a.m. on 12 May 2021 (see Note 6 below). | |||
| I/We vote: | Please mark 'X' to indicate how you wish to vote |
Please mark 'X' to indicate how you wish to vote |
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| Remuneration Report in the Annual Report Remuneration Policy) set out in the Annual 5. To declare a fi nal dividend of 6.8 pence per Report and Accounts for the fi nancial year and Accounts for the fi nancial year ended 6. To declare a special dividend of 4.9 pence 4. To approve the amendments to the Sabre Policy in the form set out in the Directors' 9. To re-elect Catherine Barton as a Director. 2. To approve the Directors' Remuneration 3. To approve the Directors' Remuneration statements, together with the Directors' fi nancial year ended 31 December 2020. and Auditor's reports thereon, for the 10. To re-elect Geoff Carter as a Director. 8. To elect Michael Koller as a Director. 7. To elect Karen Geary as a Director. 1. To receive and adopt the fi nancial Report (excluding the Directors' 2017 Long-Term Incentive Plan ended 31 December 2020. 31 December 2020. per ordinary share. Ordinary resolutions ordinary share. Signature |
withheld* Vote Against For |
withheld* Vote Against For 22. To authorise general meetings to be held on emption rights (specifi c capital investment). 15. To re-appoint Ernst & Young LLP as auditor 21. To authorise the Company to make market 18. To authorise the Directors to allot relevant 14. To re-elect Adam Westwood as a Director. 12. To re-elect Andrew Pomfret as a Director. 13. To re-elect Rebecca Shelley as a Director. remuneration of the Company's auditor. 19. To authorise the disapplication of pre 20. To authorise the disapplication of pre 16. To authorise the Directors to fi x the 17. To authorise the making of political securities under section 551 of the emption rights (general authority). 11. To re-elect Ian Clark as a Director. purchases of its own shares. donations by the Company. Companies Act 2006. 14 clear days' notice. of the Company. Ordinary resolutions Special resolutions Date |
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| (See Notes 6, 7, 9 and 10) |
Notes for completion of the proxy form
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- Entitlement to attend and vote at the annual general meeting ("AGM") is determined by reference to the Company's register of members (the "Register"). Pursuant to Regulation 41 of the Uncertifi cated Securities Regulations 2001 (as amended) and section 360B of the Companies Act 2006, only those persons entered in the Register as at 6.30 p.m. on 12 May 2021 (or, if the AGM is adjourned, 6.30 p.m. on the day which is two business days before the time of the adjourned meeting) (the "Specifi ed Time") shall be entitled to attend, speak and vote at the AGM in respect of the number of shares registered in their name at such time. Changes to entries on the Register after the Specifi ed Time shall be disregarded in determining the rights of any person to attend, speak and vote at the AGM. In light of the ongoing COVID-19 restrictions, shareholders who would otherwise be entitled to attend the meeting are strongly urged to appoint the Chair of the meeting as their proxy to vote on their behalf.
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- A shareholder who is entitled to attend, speak and vote at the AGM is entitled to appoint some other person(s) of their choice as his/her proxy to exercise all or any of his or her rights to attend, speak and vote at the AGM. A proxy need not be a shareholder of the Company but must attend the AGM in person to represent a member. The appointment of a proxy will not preclude a shareholder from attending, speaking and voting at the AGM in person. If you attend the AGM in person your proxy will be automatically terminated unless you direct otherwise. However, please note the restrictions on attendance at the AGM in light of the current Government guidance restricting gatherings.
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- In light on the ongoing COVID-19 restrictions, shareholders are encouraged to appoint the Chair of the meeting as their sole proxy, however, if a shareholder wishes to appoint a person other than the Chair as their proxy, the name of the chosen person should be inserted in the space provided. If no name is inserted in the box provided, the Chair of the meeting will be deemed to be appointed as proxy.
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- A shareholder may appoint more than one proxy in relation to the AGM, provided that each proxy is appointed to exercise the rights attached to different shares held by that shareholder. Please indicate by putting an 'X' in the relevant box if the instruction is one of multiple instructions. When appointing more than one proxy, please complete a separate proxy form in relation to each appointment. Additional proxy forms may be obtained by contacting the Company's registrar, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA ("Equiniti"). Alternatively, the proxy form may be photocopied. All proxy forms must be returned together in the same envelope. However, in light of the restrictions on attendance at the AGM highlighted above, you are strongly urged to appoint the Chair of the meeting as
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- Please state clearly on each proxy form the number of shares in relation to which the proxy is being appointed. If the proxy is being appointed in relation to less than the shareholder's full voting entitlement, the shareholder should enter, where indicated on the proxy form, the number of shares in relation to which the proxy is authorised to act. Failure to specify the number of shares each proxy appointment relates to or specifying a number which, when taken together with the number of shares set out in other proxy appointments, is in excess of the total number of shares held by the shareholder may result in the proxy appointments being invalid or, where one proxy instruction has been received, the proxy being deemed to have been authorised in respect of the shareholder's full voting entitlement.
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- To be valid, this proxy form (together with the power of attorney or other authority (if any) under which it is signed (or a notarially certifi ed copy of such authority)) must be signed and dated and received by post or (during normal business hours only) by hand at the offi ces of the Company's registrar at Aspect House, Spencer Road, Lancing, West Sussex
BN99 6DA, by no later than 9:30 am on 12 May 2021 (or, if the meeting is adjourned, no later than 48 hours (excluding non-working days) before the time of the adjourned meeting). Electronic Proxy Appointment (EPA) is available for the AGM. To use this facility, log onto www.sharevote.co.uk where details of the procedure are shown. The Voting ID, Task ID and Shareholder Reference Number printed on the face of this proxy form will be required to complete the procedure. Alternatively, shareholders who have already registered with Equiniti's online portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio at www. shareview.co.uk using their user ID and password. Once logged on, click "View" on the "My Investments" page, click on the link to vote and then follow the on screen instructions.
If for any reason a member does not have this information, they should contact the registrar on 0371 384 2030 (or +44 (0) 121 415 7047 for overseas callers). Lines are open between 8.30 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales.
The appointment of a proxy in all cases must be received by the Company's registrar by no later than 9:30 am on 12 May 2021.
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- CREST members who wish to appoint a proxy or proxies by using the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) thereof by following the procedures described in the CREST Manual. Further information is provided in Note 4 of the additional information section of the Company's Notice of Annual General Meeting.
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- Please indicate with an 'X' in the appropriate boxes how you wish your votes on the resolutions to be cast. Unless otherwise instructed, your proxy may vote or abstain from voting as he/she thinks fi t. Your proxy will also have discretion to vote as they see fi t on any other business which may properly come before the AGM. The 'vote withheld' option is to enable you to abstain from voting on any particular resolution. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution.
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- If a shareholder is a company, this proxy form must be executed in accordance with the company's constitution. Where executed by an offi cer of the company, or an attorney for the company, a copy of the authorisation of such offi cer or attorney must be returned with this proxy form.
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- In the case of joint holders, any one of such holders may vote at the AGM and the signature of any one holder on this proxy form will be suffi cient (although the names of all joint holders should be stated). The vote of the senior holder who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the Register in respect of the relevant joint holding (the fi rst named being the most senior).
your sole proxy.
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- If more than one valid proxy form is returned in respect of the same shares, the proxy form received last by the Company's registrar before the latest time for the receipt of proxies will take precedence.
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- If a shareholder appoints a proxy to vote on his or her behalf at the AGM, the shareholder's voting rights will revert back to him or her at the conclusion of the AGM or any adjournment of it.
- If you have any queries about completing this form, please contact Equiniti, by calling 0371 384 2030 (Callers from overseas should contact the Equiniti overseas helpline on +44 121 415 7047). Lines are open from 8.30 am to 5.30 pm UK time Monday to Friday (excluding public holidays in England and Wales).