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TEN ENTERTAINMENT GROUP PLC Proxy Solicitation & Information Statement 2023

Apr 4, 2023

5336_agm-r_2023-04-04_00a12897-e372-466a-9eed-05ec4d242872.pdf

Proxy Solicitation & Information Statement

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Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 4 May 2023

Register today and make a positive impact by electing for electronic communications & manage your holding 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 2 May 2023 at 12.15 pm.

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. 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 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 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 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 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 889 4092 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

-1_220722_MAIL/000001/000001/SG625/i

Ordinary Resolutions
To receive the Directors' report and the accounts for the Company for the year ended 01 January 2023.
For Against Withheld 9. To re-elect Sangita Shah as a Director. For Against Withheld
To approve a final dividend of 7.0 pence per ordinary share. 10. To re-elect Julie Sneddon as a Director.
To approve the Directors' Remuneration Report for the year ended 01 January 2023, excluding the
Directors' Remuneration Policy.
11. To re-appoint PricewaterhouseCoopers 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.
To re-elect Adam Bellamy as a Director. 12. To authorise the Directors to fix the remuneration of the auditors.
To re-elect Graham Blackwell as a Director. 13. To authorise the Directors to allot relevant securities.
To re-elect Antony Smith as a Director. 14. Special Resolutions
To authorise the Directors to disapply pre-emption rights up to an aggregate nominal amount of
£34,248.
To re-elect Laura May as a Director. 15. To authorise the Company to make market purchases of its own ordinary shares.
To re-elect Christopher Mills as a Director. 16. To authorise the Directors to call a general meeting other than an Annual General Meeting on not less
than 14 clear days' notice.
* 
C0000000000
I/We hereby appoint the Chairman 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
Please mark here to indicate that this proxy appointment is one of multiple appointments being made. entitlement* on my/our behalf at the Annual General Meeting of Ten Entertainment Group plc to be held at 6 Stratton Street, London, W1J 8LD on 4 May 2023 at
Please use a black pen. Mark with an X
inside the box as shown in this example.
To receive the Directors' report and the accounts for the Company for the
year ended 01 January 2023.
For Against Vote
Withheld
9. For
To re-elect Sangita Shah as a Director.
Against Withheld
To approve a final dividend of 7.0 pence per ordinary share. 10. To re-elect Julie Sneddon as a Director.
To approve the Directors' Remuneration Report for the year ended 01
January 2023, excluding the Directors' Remuneration Policy.
11. To re-appoint PricewaterhouseCoopers 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
To re-elect Adam Bellamy as a Director. 12. before the Company.
To authorise the Directors to fix the remuneration of the auditors.
To re-elect Graham Blackwell as a Director. 13. To authorise the Directors to allot relevant securities.
To re-elect Antony Smith as a Director. 14. Special Resolutions
To authorise the Directors to disapply pre-emption rights up to an
aggregate nominal amount of £34,248.
Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).
12.15 pm, and at any adjourned meeting.
* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
Ordinary Resolutions
To re-elect Laura May as a Director.
15. To authorise the Company to make market purchases of its own ordinary
shares.

Signature Date

H 7 0 1 0 7 T P E

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).