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TEN ENTERTAINMENT GROUP PLC — Proxy Solicitation & Information Statement 2021
Apr 9, 2021
5336_agm-r_2021-04-09_7fcff164-2b43-402e-b48b-3f8c444141fd.pdf
Proxy Solicitation & Information Statement
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All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY
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The Chairman of Ten Entertainment Group plc asks you to complete and lodge this proxy form in relation to the Annual General Meeting of the Company to be held as a closed event at Aragon House, University Way, Cranfield Technology Park, Cranfield, Bedford, MK43 0EQ on 5 May 2021 at 12.15 pm.
Form of Proxy - Annual General Meeting to be held on 5 May 2021

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 opposite and agree to certain terms and conditions.
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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 30 April 2021 at 12.15 pm.
Explanatory Notes:
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- 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. 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).
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- To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 889 4092 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 proxv. 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.
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- 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.
- 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 the Company at close of business on the day which is two 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.
Control Number: 917073
SRN:
PIN:
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- 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 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.
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- 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 889 4092 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
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- Any alterations made to this form should be initialled.
| All Named Holders | ||
|---|---|---|
| PARTERS PARACE PARAS SERVER SECTION PART PARTERS PARA | AWWWWA | |
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. Do not insert your own name(s).

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| INVe hereby appoint the Chairman of the person indicated in the box above as myour proxy to speak in respect of my/our full voing entilement" on myour behaf at the Anual General Meeting of Ten Entertainment Group House, University Way, Cranfield Technology Park, Cranfield, Bedford MK43 0EQ on 5 May 2021 at 12.15 pm, and at any adjourned meeting. |
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| * 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. |
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| inside the box as shown in this example. | Vote | |||
| Ordinary Resolutions | For | Against Withhelp | ||
| 1. To receive the Directors' report and accounts for the year ended 27 December 2020. | ||||
| 2. To aprove the Directors' Remuneration Report for the year ended 27 December 2020, excluding the Directors' Remuneration Policy, set out on pages 76 to 93 of the Annual Report. |
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| 3. To aprove the Directors' Remuneration Policy, set out on pages 81 to 85 of the Annual Report for the year ended 27 December 2020. |
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| 4. To re-elect Nick Basing as a Director. | ||||
| 5. To re-elect Graham Blackwell as a Director. | ||||
| 6. To re-elect Antony Smith as a Director. | ||||
| 7. To re-elect Adam Bellamy as a Director. | ||||
| 8. To re-elect Christopher Mills as a Director. | ||||
| 9. To re-elect Julie Sneddon as a Director. | ||||
| 10. To re-appint PricewaterhouseCopers LLP as auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting at which accounts are laid before the Company. |
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| 11. To authorise the Directors to fix the remuneration of the auditors. | ||||
| 12. To authorise the Directors to allot relevant securities. | ||||
| Special Resolutions | ||||
| 13. To authorise the Directors to disapply pre-emption rights up to an aggregate nominal amount of £68,346. | ||||
| 14. To authorise the Company to make market purchases of its own ordinary shares. | ||||
| 15. To authorise the Directors to call a general meeting other than an annual general meeting on not less than 14 clear days' notice. | ||||
| I We instruct myour proxy as indicaled on this form. Intructed the proxy may vole as he or she sees fit or absting. | ||||
| Signature |
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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).