AI assistant
SEVERFIELD PLC — Proxy Solicitation & Information Statement 2020
Aug 3, 2020
4741_agm-r_2020-08-03_106ad529-fff1-4e51-8363-a7e2700c6eb3.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer


All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY
MR A SAMPLE < DESIGNATION> SAMPLE STREET SAMPLE TOWN SAMPLE CITY SAMPLE COUNTY AA11 1AA

Form of Proxy - Annual General Meeting to be held on 3 September 2020

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy
You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown PIN: 1245
SRN: C0000000000 Control Number: 916668

View the Annual Report online: www.severfield.com
opposite and agree to certain terms and conditions.
Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!
To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 1 September 2020 at 12.00 noon.
Explanatory 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 vote on their 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 (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 holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
- 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 1329 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) 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.
- 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, 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 the votes 'For' and 'Against' a resolution.
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. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.
- 4. Pursuant to 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 thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two business days before the day of the meeting. 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.
- 5. 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 3RA50) not later than two business days 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.
- 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 707 1329 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.

8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
MR A SAMPLE < Designation> Additional Holder 1 Additional Holder 2 Additional Holder 3 Additional Holder 4

Form of Proxy
Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Shareholders are encouraged to appoint the Chairman rather than a third party who may not be permitted to attend the Annual General Meeting which is taking place this year as a closed meeting. Do not insert your own name(s).
*

C0000000000
| I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to vote in respect of my/our full voting entitlement* on my/ our behalf at the Annual General Meeting of Severfield plc to be held at As a closed meeting via video conference on 3 September 2019 at 12.00 noon, and at any adjourned meeting. |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| * For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front). | Please use a black pen. Mark with an X | |||||||||
| Please mark here to indicate that this proxy appointment is one of multiple appointments being made. | inside the box as shown in this example. | |||||||||
| Ordinary Resolutions | For | Against | Vote Withheld |
For | Against | Vote Withheld |
||||
| 1. | To receive and adopt the annual accounts and the reports of the Directors for the financial year ended 31 March 2020 together with the report of the auditors thereon. |
11. To reappoint Kevin Whiteman as a Director. | ||||||||
| 2. | To approve the Directors' remuneration report (other than the part containing the Directors' remuneration policy) for the financial year ended 31 March 2020 as set out in the Annual Report and Accounts 2020. |
12. To appoint Louise Hardy as a Director. | ||||||||
| 3. | To approve the Directors' remuneration policy, the full text of which is set out on pages 123 to 132 of the Annual Report and Accounts 2020. |
13. To reappoint KPMG LLP as auditors of the Company to hold office until the conclusion of the next Annual General Meeting of the Company in 2021. |
||||||||
| 4. | To declare a final dividend of 1.8p per ordinary share in respect of the year ended 31 March 2020 payable on 11 September 2020 to shareholders on the register at the close of business on 14 August 2020. |
14. To authorise the Directors to determine the auditors' remuneration. |
||||||||
| 5. | To reappoint Ian Cochrane as a Director. | 15. To authorise the Directors to allot securities of the Company. |
||||||||
| 6, | To reappoint Alan Dunsmore as a Director. | Special Resolutions 16. To authorise the Directors to dis-apply pre-emption rights in relation to the issue of securities of the Company. |
||||||||
| 7. | To reappoint Derek Randall as a Director. | 17. To authorise the Directors to dis-apply pre-emption rights in connection with an acquisition or specified capital investment. |
||||||||
| 8. | To reappoint Adam Semple as a Director. | 18. To authorise the Company to make market purchases of the Company's ordinary shares. |
||||||||
| 9. | To reappoint Alun Griffiths as a Director. | 19. That a general meeting of the Company (other than an annual general meeting) may be called on not less than 14 clear day's notice. |
||||||||
| 10. To reappoint Tony Osbaldiston as a Director. | ||||||||||
| 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 | Date | |||||||||
| In the case of a corporation, this proxy must be given under its |
H 7 7 7 1 5 S V R
common seal or be signed on its behalf by an attorney or officer duly
authorised, stating their capacity (e.g. director, secretary).