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Segro PLC Proxy Solicitation & Information Statement 2013

Mar 15, 2013

4612_agm-r_2013-03-15_778ad953-eade-4cc5-ba78-d63e7ec6a6dd.pdf

Proxy Solicitation & Information Statement

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SEGRO

WHERE BUSINESS WORKS

Attendance card

SEGRO plc

MR SAM SAMPLE

DESIGNATION (IF ANY)

MR JONY HOLDER 1

ADD1

ADD2

ADD3

ADD4

15 March 2013

Dear Shareholder

2012 SEGRO plc Annual Report and Accounts

I am pleased to present the 2012 SEGRO Annual Report and Accounts.

2012 has been a year focused on delivering against our strategic priorities, as set out in November 2011, to reshape the portfolio and drive operational excellence across the business. Despite the challenging economic conditions, I am pleased to be able to report good progress with our strategy implementation and strong growth in our EPRA earnings. Although our net asset value per share has reduced, our balance sheet position has improved with a reduction in net debt outstanding.

Given the ongoing strategic portfolio re-shaping process, your Board has recommended a final dividend of 9.9 pence per share, bringing the total dividend for 2012 to 14.8 pence per share, the same as that paid in respect of 2011.

A copy of the Notice of the 2013 Annual General Meeting and the 2012 Annual Report and Accounts are also enclosed if you have elected to receive them in this form. These documents are available from our website www.segro.com.

Yours faithfully

img-0.jpeg

Nigel Rich

Chairman

  1. To register the appointment of a proxy electronically, log on to www.sharevote.co.uk using the Voting ID, Task ID and Shareholder reference number printed on your proxy card below and follow the instructions provided. Alternatively, shareholders who have already registered with Equinit's online portfolio service, Shareview, can vote by logging on to their portfolio at www.shareview.co.uk. The proxy appointment must be registered online by 11.00 am on Sunday 21 April 2013.

  2. In the case of a corporate shareholder, the proxy appointment must be under seal or signed by a duly authorised officer, attorney or other person.

  3. In the case of joint holdings, the vote of the first named in the register of members will be accepted to the exclusion of other joint holders.

  4. If no specific directions are given, the proxy will vote or abstain from voting as he/she thinks fit on the specified resolutions and, unless instructed otherwise, the person appointed proxy may also vote or abstain from voting as he/she thinks fit on any business (including amendments to resolutions) which may properly come before the Meeting.

  5. A proxy need not be a member of SEGRO plc but must attend the Meeting to represent you. If no name is inserted in the box provided, the Chairman of the Meeting will be deemed to be appointed as the proxy.

  6. Any alteration to the proxy card should be initialled by the person who signed it.

  7. The completion and return of the proxy card will not preclude a member from attending the Meeting and voting in person.

  8. If you have any questions about the Meeting or your shareholding, please contact our Registrar, Equiniti, by telephone on 0871 384 2186 (overseas +44 (0)121 415 0141). (Calls to 0871 numbers are charged at 8p per minute plus any network extras. Lines are open 8.30 am to 5.30 pm Monday to Friday.)

SEGRO plc Annual General Meeting (AGM)

Proxy card

Please detach this card and return to Equiniti, to arrive by 11.00am on Sunday 21 April 2013

SEGRO plc

Voting ID

Task ID

Shareholder Reference Number

  • Wife, the undersigned, being a member/members of SEGRO plc, appoint the following person

Number of shares

or failing him/her, the Chairman of the Meeting, as my/our proxy to attend/speak and vote on my/our behalf at the AGM to be held on Tuesday 23 April 2013 and at any adjournment thereof, and direct that my/our proxy will vote (or withhold my/our vote) on each of the resolutions referred to in the Notice of Meeting as indicated with a cross in the appropriate spaces below:

Ordinary Business For Against Vote withheld Special Business continued For Against Vote withheld
1 To receive the financial statements and the reports of the Directors and the auditor. 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. 16 To disapply statutory pre-emption rights relating to ordinary shares allotted under the authority granted by resolution 15.*
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.
5 To re-elect Justin Read as a Director. 18 To disapply statutory pre-emption rights relating to ordinary shares allotted under the authority granted by resolution 17.*
6 To re-elect Mark Robertshaw as a Director. 19 To authorise the Company to purchase its own shares.*
7 To re-elect David Sleath as a Director. 20 To enable a general meeting other than an AGM to be held on not less than 14 clear days' notice.*
8 To re-elect Doug Webb as a Director.
9 To re-elect Thom Wermink as a Director.
10 To elect Christopher Fisher as a Director.
11 To elect Baroness Ford as a Director.
Special Business
12 To re-appoint Deloitte LLP as auditor of the Company.
13 To authorise the Directors to determine the remuneration of the auditor.

3801-002-S

Signature of shareholder or duly authorised attorney, or for a coporate shareholder, common seal or signature of an authorised officer, attorney or other person

SEGRO plc Registered Office Cunard House, 15 Regent Street, London SW1Y 4LR Registered Number 167591 England and Wales