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Segro PLC — AGM Information 2012
Mar 19, 2012
4612_agm-r_2012-03-19_fc8fb8bc-4e3e-4dad-b8c9-639559d93854.pdf
AGM Information
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Attendance Card
Please bring this card with you to the Annual General Meeting and present it at shareholder registration. Additional Holders:
SEGRO plc invites you to attend its Annual General Meeting at Congress Centre, 28 Great Russell Street, London WC1B 3LS at 11.00 am on 26 April 2012.
Shareholder Reference Number
Form of Proxy - SEGRO plc Annual General Meeting to be held on 26 April 2012
| Cast your proxy online 24/7: www.eproxyappointment.com |
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| You will be asked to enter the Control Number, the Shareholder Reference Number (SRN) and PIN and agree to certain terms and conditions. | ||
| Control Number: 911152 | SRN | PIN. |
To be effective, all proxy appointments must be lodged with the Registrars of SEGRO plc: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 11.00 am on 24 April 2012.
Explanatory Notes:
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- You have the right to appoint some other person(s) as your proxy to exercise all or any of your rights, to attend, speak and vote on your behalf at the meeting (This person does not need to be a shareholder). If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy'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 form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
- $21$ To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0870 707 1296 or you may photocopy this form. Please indicate in the box next to the proxy's name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
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The 'Vote Withheld' option overleaf allows you to abstain from a particular resolution. $\overline{3}$ . You should note 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.
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- Under 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 is determined by reference to the Register of Members of the Company at close of business on 24 April 2012. 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.
- To appoint one or more proxies or to give an instruction to a proxy via the CREST system, 5. CREST messages must be received by the issuer's agent (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.
- The above is how your address appears on the Register of Members. If this information 6. is incorrect please ring the Registrar's helpline on 0870 707 1296 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.
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- The completion and return of this form does not prevent a member from attending the meeting and voting in person.
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. SEGRO plc and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.
| All Named Holders | ||
|---|---|---|
Poll Card To be completed only at the Annual General Meeting if a Poll is called. Please complete if you are attending the meeting.
| Ordinary Business | Vote Against Withheld For |
Special Business | Vote Against Withheld For |
|---|---|---|---|
| 1. To receive the financial statements and the reports of the Directors and auditor for the year ended 31 December 2011. |
14. To authorise political donations under the Companies Act 2006. | ||
| 2. To declare a final dividend of 9.9 pence per ordinary share. | 15. To confer on the Directors a general authority to allot ordinary shares. | ||
| 3. To approve the remuneration report for the year ended 31 December 2011. |
16. To disapply statutory pre-emption rights relating to ordinary shares allotted under the authority granted by resolution 15.* |
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| 4. To re-elect Nigel Rich as a Director. | 17. To confer on the Directors an additional authority to allot ordinary shares in connection with a rights issue. |
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| 5. To re-elect Andrew Palmer as a Director. | 18. To disapply statutory pre-emption rights relating to ordinary shares allotted under the authority granted by resolution 17.* |
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| 6. To re-elect Chris Peacock as a Director. | 19. To authorise the Company to make market purchases of its ordinary shares.* |
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| 7. To re-elect Mark Robertshaw as a Director. | 20. To enable a general meeting other than an AGM to be held on not less than 14 clear days' notice.* |
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| 8. To re-elect David Sleath as a Director. | 21. To approve the proposed changes to the SEGRO plc 2008 Long Term Incentive Plan. |
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| 9. To re-elect Doug Webb as a Director. | 22. To renew the SEGRO plc Share Incentive Plan. | ||
| 10. To re-elect Thom Wernink as a Director. | *Special Resolutions | ||
| 11. To elect Justin Read as a Director. | |||
| 12. To re-appoint Deloitte LLP as auditor of the Company. | |||
| 13. To authorise the Directors to determine the remuneration of the auditor. | |||
| Signature | |||
Form of Proxy Please complete this form if you cannot attend the meeting.
| Please use a black pen. Mark with an X inside the box as shown in this example. | X |
|---|---|
| I/We hereby appoint the Chairman of the Annual General Meeting OR the following person | |
Name No. of shares
Please leave this box blank if you have selected the Chairman. Do not insert your own name(s).
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 to be held at Congress Centre, 28 Great Russell Street, London WC1B 3LS at 11.00 am on 26 April 2012, and at any adjourned meeting. * For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
$\overline{M}$
Please mark with an X here if this proxy appointment is one of multiple appointments being made.
| Ordinary Business | For | vuu Against Withheld |
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|---|---|---|---|
| 1. | To receive the financial statements and the reports of the Directors and auditor for the year ended 31 December 2011. |
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| 2. | To declare a final dividend of 9.9 pence per ordinary share. | ||
| 3. | To approve the remuneration report for the year ended 31 December 2011. |
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| 4. | To re-elect Nigel Rich as a Director. | ||
| 5. | To re-elect Andrew Palmer as a Director. | ||
| 6. | To re-elect Chris Peacock as a Director. | ||
| 7. | To re-elect Mark Robertshaw as a Director. | ||
| 8. | To re-elect David Sleath as a Director. | ||
| 9. | To re-elect Doug Webb as a Director. | ||
| 10. | To re-elect Thom Wernink as a Director. | ||
| 11. | To elect Justin Read as a Director. | ||
| 12. | To re-appoint Deloitte LLP as auditor of the Company. | ||
| 13. | To authorise the Directors to determine the remuneration of the auditor. |
| Special Business | For | Against Withheld | ||
|---|---|---|---|---|
| 14. | To authorise political donations under the Companies Act 2006. | |||
| 15. | To confer on the Directors a general authority to allot ordinary shares. |
|||
| 16. | To disapply statutory pre-emption rights relating to ordinary shares allotted under the authority granted by resolution 15.* |
|||
| 17. | To confer on the Directors an additional authority to allot ordinary shares in connection with a rights issue. |
|||
| 18. | To disapply statutory pre-emption rights relating to ordinary shares allotted under the authority granted by resolution 17.* |
|||
| 19. | To authorise the Company to make market purchases of its ordinary shares.* |
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| 20. | To enable a general meeting other than an AGM to be held on not less than 14 clear days' notice.* |
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| 21. | To approve the proposed changes to the SEGRO plc 2008 Long Term Incentive Plan. |
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| 22. | To renew the SEGRO plc Share Incentive Plan. | |||
| *Snacial Recolutions |
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
| × v w × × 8 w. 8 |
$\sim$ | |||
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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).
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