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SIG PLC — Proxy Solicitation & Information Statement 2020
Jun 5, 2020
5276_agm-r_2020-06-05_5d1a16b7-cdf4-40ea-9e4e-037c2fafbed7.pdf
Proxy Solicitation & Information Statement
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The Chairman of SIG plc invites you to vote and participate at the Annual General Meeting of the Company to be held at our Registered Office at 10 Eastbourne Terrace, London W2 6LG at 11.00 am on 30 June 2020.
Shareholder Reference Number
Please detach this portion before posting this proxy form.
Form of Proxy - Annual General Meeting to be held on 30 June 2020

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 26 June 2020 at 11.00 am.
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 attend, speak and vote on their behalf at the meeting. However, in light of the Coronavirus pandemic situation, ordinary shareholders and their proxies will not be allowed to attend the meeting in person and so shareholders are encouraged to appoint the Chairman as their proxy for the meeting. 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 in respect of that designated account.).
- 2. The Board recognises that although you have a statutory right to attend the meeting, your Board, for this year, would strongly recommend you consider carefully the Government's advice and do not attend and vote either online or by returning this Form of Proxy.
- 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 48 hours (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 1293 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.
| All Named Holders | ||
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To enable you to listen and ask questions at the meeting, the conference call number details are below.
Meeting ID: 817 3990 4939
Password: 755875
Tel: +442030512874, United Kingdom
Form of Proxy
Please complete this box only if you wish to appoint a third party proxy other than the Chairman of the Meeting. Please leave this box blank if you want to select the Chairman of the Meeting. Do not insert your own name(s).
I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of SIG plc to be held at our Registered Office at 10 Eastbourne Terrace, London W2 6LG at 11.00 am on 30 June 2020,and at any adjourned meeting.
*
| Please mark here to indicate that this proxy appointment is one of multiple appointments being made. | Vote | Please use a black pen. Mark with an X inside the box as shown in this example. |
Vote | |||||||
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| Ordinary Resolutions | For | Against | Withheld | For | Against | Withheld | ||||
| 1. | To receive the financial statements for the year ended 31 December 2019 together with the reports of the Directors and Auditor thereon. |
9. | To re-elect Mr A.C. Lovell as a Director. | |||||||
| 2. | To approve the Annual Statement by the Chair of the Remuneration Committee and the Directors' Remuneration Report for the year ended 31 December 2019 (other than the Directors' Remuneration Policy). |
10. | To re-appoint Ernst & Young LLP as Auditor to the Company, to hold office until the conclusion of the next general meeting at which financial statements are laid before the Company. |
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| 3. | To re-elect Mr A.J. Allner as a Director. | 11. | To authorise the Audit Committee of the Board to determine the Auditor's remuneration. |
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| 4. | To elect Mr S.R. Francis as a Director. | 12. | To authorise the Directors to allot shares in the Company or grant rights to subscribe for or convert any security into shares in the Company. |
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| Special Resolutions | ||||||||||
| 5. | To elect Ms K.H.M. Kearney-Croft as a Director. | 13. | That, if Resolution 12 is passed, the Directors be and they are hereby empowered pursuant to Sections 570 and 573 of the Companies Act 2006 to allot equity securities for cash. |
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| 6. | To elect Ms H.C. Allum as a Director. | 14. | That if Resolution 12 is passed and in addition to any authority granted under Resolution 13, the Directors be and they are hereby empowered pursuant to Sections 570 and 573 of the Companies Act 2006, to allot equity securities for cash. |
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| 7. | To re-elect Mr I.B. Duncan as a Director. | 15. | That the Company be generally and unconditionally authorised, pursuant to and in accordance with Sections 693 and 701 of the Companies Act 2006, to make market purchases. |
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| 8. | To elect Ms G.C. Kent as a Director. | 16. | That a general meeting of the Company, other than an annual general meeting, may be called on not less than 14 clear days' notice. |
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.
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| Date | |
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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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