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SECURE TRUST BANK PLC Proxy Solicitation & Information Statement 2017

Apr 7, 2017

4895_agm-r_2017-04-07_87e36dc9-c823-4475-8eb3-5f7c2ba59b90.pdf

Proxy Solicitation & Information Statement

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Secure Trust Bank PLC

Annual General Meeting

To be held at: Arbuthnot House, 7 Wilson Street, London EC2M 2SN on Wednesday 3 May 2017 at 3pm.

Signature of
person attending
Bar Code:
Investor Code:
Form Of Proxy
Secure Trust Bank PLC – Annual General Meeting
Bar Code:
Investor Code:
I/We being a member of the Company hereby appoint the Chairman of the meeting or (see note 1) Event Code:
Name of Proxy Number of Shares
as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held at 3pm on Wednesday 3 May 2017 and at any
adjournment thereof. I have indicated with a ' ' how I/we wish my/our votes to be cast on the following resolutions:
Please indicate by ticking this box if this proxy appointment is one of multiple appointments being made (see note 2)
Resolutions Please mark '
' to indicate
how you wish to vote
Resolutions Please mark '
' to indicate
how you wish to vote
To receive and adopt the Reports of the Directors,
Financial Statements and the Auditor's Report for
Withheld
Against
Vote
For
11 To approve the directors' remuneration policy Against
Vote
For
the year ended 31 December 2016
To declare a dividend
12 To approve the 2017 Long-Term Incentive Plan
To re-elect Sir Henry Angest as a director 13 To approve the 2017 Deferred Bonus Plan
To re-elect Mr Andrew Salmon as a director 14 To approve the 2017 Sharesave Plan
To re-elect Mrs Ann Berresford as a director 15 Special resolution to disapply pre-emption rights (1) Withheld
To re-elect Mrs Victoria Stewart as a director 16 Special resolution to disapply pre-emption rights (2)
To re-appoint KPMG LLP as auditor to purchase shares 17 Special resolution to give the Company authority
of the auditor To authorise the directors to fix the remuneration Association 18 Special resolution to replace the Articles of
1
2
3
4
5
6
7
8
9
To authorise the directors to allot shares a General Meeting on 14 days' notice 19 Special resolution to authorise the directors to call

Signature Date

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 his behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name 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 has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
  • 2 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.
  • 3 Unless otherwise indicated the proxy will vote as he thinks fit or, at his discretion, abstain from voting.
  • 4 The 'Vote Withheld' option is to enable you to abstain on any particular resolution. Such a vote is not a vote in law and will not be counted in the votes 'For' and 'Against' a resolution.
  • 5 A corporation must execute the Form of Proxy under either its common seal or the hand of a duly authorised officer or attorney, stating their capacity (e.g. director, secretary).

  • 6 In the case of joint holders, the signature of any one holder will be sufficient, but the names of all the joint holders should be stated. The vote of the senior joint holder who tenders a vote, whether in person or by proxy, will 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 of members in respect of the joint holding.

  • 7 The completion and return of this form will not preclude a member from attending the meeting and voting in person. If you attend the meeting in person, your proxy appointment will automatically be terminated.
  • 8 This form must arrive not later than 48 hours before the time set for the meeting at the office of the Company Registrars, Capita Asset Services, The Registry, PSX, 34 Beckenham Road, Beckenham, Kent, BR3 4TU during usual business hours.
  • 9 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 (ID number RA10) 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.
  • 10 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 Capita Registrars accept no liability for any instruction that does not comply with these conditions.

Business Reply Plus Licence Number RLUB-TBUX-EGUC

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PXS 1 34 Beckenham Road BECKENHAM BR3 4ZF