Proxy Solicitation & Information Statement • Jan 5, 2023
Proxy Solicitation & Information Statement
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Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.
The Chair of SSP Group plc invites you to attend the Annual General Meeting of the Company to be held at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL on 4 February 2022 at 11.00 am.
Shareholder Reference Number
Please detach this portion before posting this proxy form.
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 2 February 2022 at 11.00 am.
3. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on +44 (0370) 707 1042 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.
4. 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.
| All Named Holders | |||
|---|---|---|---|
| Poll Card | To be completed only at the AGM if a Poll is called. | ||
|---|---|---|---|
| ----------- | -- | ------------------------------------------------------ | -- |
| Ordinary Resolutions | For | Against | Vote Withheld |
|
|---|---|---|---|---|
| 1. | To receive the audited accounts and the Directors' and Auditor's Reports for the financial year ended 30 September 2021. |
|||
| 2. | To approve the Directors' Remuneration Report. | |||
| 3. | To re-elect Mike Clasper as a Director of the Company. | |||
| 4. | To re-elect Jonathan Davies as a Director of the Company. | |||
| 5. | To re-elect Carolyn Bradley as a Director of the Company. | |||
| 6. | To re-elect Tim Lodge as a Director of the Company. | |||
| 7. | To re-elect Judy Vezmar as a Director of the Company. | |||
| 8. | To elect Apurvi Sheth as a Director of the Company. | |||
| 9. | To elect Kelly Kuhn as a Director of the Company. |
| For | Against | Vote Withheld |
||
|---|---|---|---|---|
| 10. | To re-appoint KPMG LLP as Auditor of the Company. | |||
| 11. | To authorise the Directors to determine the remuneration of the Auditor. | |||
| 12. | To authorise political donations and political expenditure. | |||
| 13. | To authorise the Directors to allot shares. | |||
| Special Resolutions | ||||
| 14. | To authorise the disapplication of pre-emption rights of not more than 5% of the issued ordinary share capital. |
|||
| 15. | To authorise the disapplication of pre-emption rights of not more than 5% of the issued ordinary share capital in limited circumstances. |
|||
| 16. | To authorise the Company to purchase its own shares. | |||
| 17. | To authorise general meetings to be called with 14 clear days' notice. |
In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.
Please complete this box only if you wish to appoint a third party proxy other than the Chair. Please leave this box blank if you want to select the Chair. Do not insert your own name(s).
I/We hereby appoint the Chair of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of SSP Group plc to be held at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL on 4 February 2022 at 11.00 am, and at any adjourned meeting.
* For the appointment of more than one proxy, please refer to Explanatory Note 3 (see front).
| 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 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Ordinary Resolutions | For | Against | Withheld | For | Against | Withheld | |||
| 1. | To receive the audited accounts and the Directors' and Auditor's Reports for the financial year ended 30 September 2021. |
10. To re-appoint KPMG LLP as Auditor of the Company. |
|||||||
| 2. | To approve the Directors' Remuneration Report. | 11. Auditor. |
To authorise the Directors to determine the remuneration of the | ||||||
| 3. | To re-elect Mike Clasper as a Director of the Company. | 12. | To authorise political donations and political expenditure. | ||||||
| 4. | To re-elect Jonathan Davies as a Director of the Company. | 13. To authorise the Directors to allot shares. |
|||||||
| 5. | To re-elect Carolyn Bradley as a Director of the Company. | Special Resolutions 14. than 5% of the issued ordinary share capital. |
To authorise the disapplication of pre-emption rights of not more | ||||||
| 6. | To re-elect Tim Lodge as a Director of the Company. | 15. than 5% of the issued ordinary share capital in limited circumstances. |
To authorise the disapplication of pre-emption rights of not more | ||||||
| 7. | To re-elect Judy Vezmar as a Director of the Company. | 16. To authorise the Company to purchase its own shares. |
|||||||
| 8. | To elect Apurvi Sheth as a Director of the Company. | 17. notice. |
To authorise general meetings to be called with 14 clear days' | ||||||
| 9. | To elect Kelly Kuhn as a Director of the Company. |
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 |
|---|---|
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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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