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Segro PLC Proxy Solicitation & Information Statement 2022

Mar 15, 2022

4612_agm-r_2022-03-15_07e20315-3fa8-43bd-a72a-df64b2a4e129.pdf

Proxy Solicitation & Information Statement

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Attendance Card

Shareholder Reference Number

The Company's Annual General Meeting (Meeting) will be held at 11.00 a.m. on Thursday 21 April 2022 at RSA House, 8 John Adam Street, London, WC2N 6EZ.

Shareholders are encouraged to vote on the relevant resolutions online or by appointing a proxy in advance of the Meeting. Further details on how to do this are available overleaf and in the Notice of Meeting.

Shareholders are advised to check our website at www.SEGRO.com for any updates to the Meeting arrangements following the publication of the Notice of Meeting.

Notice of Availability

The 2021 Annual Report and Accounts and 2022 Notice of Annual General Meeting are now available on the SEGRO plc website (www.SEGRO.com).

Voting ID Task ID Shareholder Reference Number
Please tick here
if this proxy appointment is for one of multiple appointments being made. If you are appointing more than one proxy, please refer
to note 2 overleaf.
I/We, the undersigned, being a member/members of SEGRO plc, appoint the following person:
Name of Proxy Number of Shares
To receive the financial statements and the
reports of the Directors and the auditor.
For Against Withheld 16 To re-appoint PricewaterhouseCoopers LLP
as auditor of the Company.
For Against Withheld
1
2 To declare a final dividend of 16.9 pence per
ordinary share.
of the auditor. 17 To authorise the Audit Committee (on behalf
of the Board) to determine the remuneration
3 To approve the Directors' Remuneration Report. 18 To authorise political donations under the
4 To approve the Directors' Remuneration Policy. Companies Act 2006.
To re-elect Gerald Corbett as a Director. 19 To amend the rules of the SEGRO plc
Long Term Incentive Plan.
6 To re-elect Mary Barnard as a Director.
7 To re-elect Sue Clayton as a Director. 20 To confer on the Directors a general authority
to allot ordinary shares.
8 To re-elect Soumen Das as a Director. 21 To disapply statutory pre-emption rights relating
To re-elect Carol Fairweather as a Director. to ordinary shares allotted under the authority
granted by resolution 20.*
5
9
10 To re-elect Andy Gulliford as a Director.
11 To re-elect Martin Moore as a Director.
22 To disapply pre-emption rights in connection
12 To re-elect David Sleath as a Director. with an acquisition or specified capital investment.*
13 To elect Simon Fraser as a Director. own shares.* 23 To authorise the Company to purchase its
14 To elect Andy Harrison as a Director. 24 To enable a general meeting other than an
annual general meeting to be held on not less

* indicates a special resolution

3801-0039

Signature of shareholder or duly authorised attorney, or for a corporate shareholder, common seal or signature of a duly Date authorised officer, attorney or other person.

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Notes on appointing a proxy

    1. If you wish to appoint as your proxy someone other than the Chair of the Meeting, insert his/her name in the space provided in the first box. If the proxy is being appointed in relation to part of your holding only, enter the number of shares over which he/she is authorised to act as your proxy in the box next to the proxy's name. If this box is left blank, he/she will be authorised in respect of your full voting entitlement.
    1. To appoint more than one proxy, you should obtain additional proxy forms from SEGRO plc's Registrar, Equiniti, or you may photocopy this form. Ensure that you specify the number of shares over which each proxy can act, as in Note 1 above. Multiple proxy forms should be returned together in the same envelope.
    1. To be valid, the proxy and the power of attorney or other authority (if any) under which it is signed and dated must be received by Equiniti by 11.00 a.m. on Tuesday 19 April 2022.
    1. The 'Withheld' option is provided to enable a member to withhold his/her vote on any particular resolution. 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 votes 'For' or 'Against' a resolution.
    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 form overleaf and follow the instructions provided. Alternatively, shareholders who have already registered with Equiniti'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 a.m. on Tuesday 19 April 2022.
    1. If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11:00 am on Tuesday 19 April 2022 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
    1. 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.
    1. 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.
    1. 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.
    1. 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 Chair of the Meeting will be deemed to be appointed as the proxy.
    1. Any alteration to the proxy form should be initialled by the person who signed it.
    1. The completion and return of the proxy form will not preclude a member from attending and voting at the Meeting.
    1. If you have any questions about the Meeting or your shareholding, please contact our Registrar, Equiniti, by telephone on 0371 384 2186 (overseas +44 (0)121 4150 141). Lines are open 8.30 a.m. to 5.30 p.m. (Monday to Friday, excluding public holidays in England and Wales.)