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Spectris PLC

Proxy Solicitation & Information Statement Aug 7, 2025

4698_agm-r_2025-08-07_d7e8aa6c-db25-4c91-b5fc-9d19aa88be5b.pdf

Proxy Solicitation & Information Statement

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Spectris plc General Meeting Attendance Card

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The General Meeting of Spectris plc will be held at 10:15 a.m. (London time) on 27 August 2025 at The Elizabeth Lounge, The Carter Building, 11 Pilgrim Street, London EC4V 6RN (or as soon thereafter as the Court Meeting concludes or is adjourned).

Please retain this Attendance Card as you will need the details below to attend the General Meeting

Attendance at the General Meeting

You are encouraged to complete and return the Form of Proxy that accompanies this Attendance Card even if you plan to attend the General Meeting. Doing so will not prevent you from attending, voting or speaking in person at such meeting, but will ensure that your vote is counted if you are unable to attend.

If you plan to attend the General Meeting, please sign this Attendance Card and bring this with you. You are advised to arrive at least 30 minutes prior to the start of the General Meeting to allow time for registration.

Any changes to these arrangements will be communicated to Spectris Shareholders in advance of the General Meeting, via Spectris website (www.spectris.com) and by an announcement through a Regulatory Information Service.

Shareholder Reference Number ("SRN"): Signature of person attending:

Spectris plc
General Meeting
Form of Proxy
GENERAL MEETING OF SPECTRIS PLC ("SPECTRIS") TO BE CONVENED AT 10:15 A.M. (LONDON TIME) (OR AS SOON THEREAFTER AS THE COURT MEETING CONCLUDES
OR IS ADJOURNED) ON 27 AUGUST 2025 AT THE ELIZABETH LOUNGE, THE CARTER BUILDING, 11 PILGRIM STREET, LONDON EC4V 6RN.
Please read the Notes on the reverse before completing this Form of Proxy in black ink.
Shareholder Reference Number
I/We hereby appoint the Chair of the General Meeting; or
[NB: Leave 'name of proxy' box blank to appoint the Chair as your proxy. You are strongly advised to appoint the Chair as your proxy. Do not insert your own name. Leave
'number of shares proxy appointed over' box blank to vote all of your shares.]
Name of proxy
Number of shares proxy appointed over
to be my/our proxy to exercise all or any of my/our rights to speak and to vote on my/our behalf at the General Meeting of Spectris to be held at 10:15 a.m. (or as soon
thereafter as the Court Meeting concludes or is adjourned) on 27 August 2025 at The Elizabeth Lounge, The Carter Building, 11 Pilgrim Street, London EC4V 6RN and at
any adjournment thereof. I/We appoint my/our proxy to vote in the manner indicated below (see Note 2).
Please indicate here with an 'X' if this Form of Proxy is one of multiple instructions being given (see Note 5).
Please indicate by placing an 'X' in black ink in the appropriate box below how you wish your vote to be cast on the Special Resolution (see Notes 2 and 14). If you
mark more than one of the boxes below, this Form of Proxy will be invalid.
Special Resolution
For
Against
Withheld
To give effect to the Scheme, as set out in the Notice of General Meeting, including authorising the Spectris directors to
take all such action as they may consider necessary or appropriate for carrying the Scheme into effect and the
amendments to the articles of association of Spectris.
Signature (see Notes 10 and 12)
Date
Please return this Form of Proxy to Equiniti Limited ("Equiniti") by post (using the enclosed pre-paid envelope and, if applicable, enclosing any power of attorney or other
authority under which it is signed, or a duly certified copy thereof), so as to be received by Equiniti no later than 10:15 a.m. on 22 August 2025 (see Notes 4 and 15).
Alternatively, you can submit your proxy electronically using the CREST electronic proxy appointment service (see Notes 6 to 8) or online if you are an institutional investor
(see Note 9). To be valid, your Form of Proxy needs to have been received by Equiniti no later than 10:15 a.m. on 22 August 2025 (see Notes 4, 7 and 9).

Notes to Form of Proxy

    1. Terms defined in the Spectris scheme circular dated 29 July 2025 (the "Scheme Document") shall apply equally in this Form of Proxy, unless the context otherwise requires. Full details of the resolution to be proposed at the General Meeting, together with explanatory notes, are set out in the Notice of General Meeting contained in Part XII of the Scheme Document. Before completing this Form of Proxy, please also read the sections entitled "Action to be Taken" set out on the opening pages of the Scheme Document. You can access the Scheme Document at www.spectris.com.
  • Every Spectris Shareholder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his or her proxy to exercise all or any of his or her rights to attend, submit questions and to vote on their behalf at the General Meeting. Spectris Shareholders are strongly encouraged to submit proxy appointments and instructions for the General Meeting as soon as possible, using any of the methods (by post, email, online (in the case of institutional investors) or electronically through CREST) set out below. Spectris Shareholders are also strongly encouraged to appoint "the Chair of the General Meeting" as their proxy. If you wish to appoint a person other than the Chair, 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. Unless otherwise instructed, a person appointed as proxy will exercise his or her discretion as to any business other than the resolution to approve the Special Resolution (including amendments to the Scheme and any procedural business, including any resolution to adjourn) which may come before the General Meeting. 2.
  • Entitlement to attend and vote at the General Meeting or any adjournment thereof and the number of votes which may be cast at the General Meeting will be determined by reference to the register of members of Spectris at 6:30 p.m. (London time) on 22 August 2025 or, if the General Meeting is adjourned, 6:30 p.m. (London time) on the date which is two Business Days before the date fixed for the adjourned meeting. Changes to the register of members after the relevant time shall be disregarded in determining the rights of any person to attend and vote at the General Meeting. 3.
  • It is requested that this Form of Proxy (together with any power of attorney or other authority, if any, under which it is signed, or a duly certified copy thereof) be returned to Spectris' Registrar, Equiniti by post to 'Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA' so as to be received as soon as possible and in any event no later than 10:15 a.m. on 22 August 2025 (or, in the case of an adjournment of the General Meeting, 48 hours (excluding any part of such 48 hour period falling on a non-working day) before the time appointed for the adjourned meeting). If this Form of Proxy is not lodged by the relevant time, it will be invalid. 4.
  • To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar helpline using the details set out in Note 16 below or you may photocopy this Form of Proxy. Please indicate in the box next to the proxy holder's name (see reverse) the number of Spectris 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. 5.
  • Spectris Shareholders who hold their shares in uncertificated form through CREST who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual (which can be viewed at www.euroclear.com). 6.
  • In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with the specifications of Euroclear and must contain the information required for such instructions as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by Equiniti (ID: RA19) no later than 10:15 a.m. (London time) on 22 August 2025 or, in the case of an adjournment of the General Meeting, no later than 48 hours (excluding any part of such 48 hour period falling on a non-working day) before the time appointed for the adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Equiniti are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. 7.
  • CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed any voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. For further information on the logistics of submitting messages in CREST, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. Spectris may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the CREST Regulations. 8.
  • 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 Spectris and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 10:15 a.m. (London time) on 22 August 2025 or, in the case of an adjournment of the General Meeting, no later than 48 hours (excluding any part of such 48 hour period falling on a non-working day) before the time appointed for the adjourned meeting in order to be considered valid. 9.
    1. Any alterations made to this Form of Proxy should be initialled.
    1. The completion and return of this Form of Proxy (or transmission of a proxy appointment online (in the case of institutional investors), electronically through CREST by post or by email or by any other procedure described in the Scheme Document) will not prevent you from attending, submitting questions and voting at the General Meeting if you are entitled to and wish to do so.
    1. In the case of joint holders of Spectris Shares, the vote of the senior who tenders a vote, whether remotely or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s). For this purpose, seniority will be determined by the order in which the names stand in the register of members of Spectris in respect of the joint holding.
    1. As an alternative to appointing a proxy, any holder of Spectris Shares which is a corporation may appoint one or more corporate representatives who may exercise on its behalf all its powers as a member, provided that if two or more corporate representatives purport to vote in respect of the same shares, if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way, and in other cases the power is treated as not exercised.
    1. The 'Vote Withheld' option is provided overleaf (and may be available on the CREST system) to enable you to abstain from voting. 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.
    1. You may not use any electronic address provided either in the Notice of General Meeting in Part XII of the Scheme Document or in any related documents (including this Form of Proxy) to communicate with Spectris for any reason other than those expressly stated.
    1. If you have any questions about the Scheme Document or the General Meeting, or are in any doubt as to how to complete this Form of Proxy or to submit your proxies online, please call Equiniti between 8:30 a.m. and 5:30 p.m. Monday to Friday (except on English and Welsh public holidays) via their helpline on +44 (0) 371 384 2586. Calls from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones. Please note that calls may be monitored or recorded and Equiniti cannot provide advice on the merits of the Scheme or give any financial, legal or tax advice.

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