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TI Fluid Systems PLC AGM Information 2020

Apr 7, 2020

5340_agm-r_2020-04-07_787dc043-5515-4052-a73a-a5da6579167d.pdf

AGM Information

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Admission card

Annual General Meeting of TI Fluid Systems plc to be held on 14 May 2020 at 2020 Taylor Road, Auburn Hills, Michigan 48326 United States and will start at 9 am. Shareholder registration will be available from 8.30 am.

NOTICE OF AVAILABILITY – Important; please read carefully.

You can now access the Annual Report and Accounts 2019 and Notice of Annual General Meeting 2020 (`Notice of AGM') at www.tifluidsystems.com.

You can submit your proxy online at www.sharevote.co.uk using the details on the form of proxy below.

You are recommended to read the Notice of AGM and Annual Report and Accounts 2019 before deciding how to vote.

Shareholder Reference Number:

Please bring this admission card with you and present it at the registration desk if you are attending the Annual General Meeting.

Please read the explanatory notes overleaf and the notes accompanying the Notice of Meeting for full instructions.

Voting ID
Task ID
Shareholder Reference Number
Please detach and post this section. Alternatively, you can vote
electronically at www.sharevote.co.uk using the above numbers.
Please indicate your vote by marking a 'X' in the appropriate boxes. Vote
Form of proxy
I/We
Resolutions
1.
To receive and adopt the Company's Annual Report
and Accounts for the year ended 31 December 2019
together with the Reports of the Directors and of the
Auditors thereon
For Against withheld
being (a) member(s)/a person nominated by (a) member(s) of the
above-named Company to exercise the right to appoint a proxy, pursuant
to Article 48 of the articles of association of the Company, hereby appoint
the Chairman of the meeting or
of
(See Note 3 overleaf)
as my/our proxy or proxies to vote for me/us and on my/our behalf at the
Annual General Meeting of the Company to be held on 14 May 2020 at
2020 Taylor Road, Auburn Hills, Michigan 48326 United States and will start
at 9 am. Shareholder registration will be available from 8.30 am and at any
adjournment of that meeting and to vote at that meeting as indicated below.
Please indicate how you wish your proxy or proxies to vote by inserting 'X'
in the box below. Where no 'X' is inserted, and on any other resolutions
proposed at the meeting, your proxy will vote or abstain from voting as
he/she thinks fit.
2.
To approve the Directors' Remuneration Report
3.
To declare a final dividend of 5.94 Euro cents per share
4.
To re-elect Manfred Wennemer as a Director
5.
To re-elect William L. Kozyra as a Director
6.
To elect Tim Cobbold as a Director
7.
To re-elect Andrea Dunstan as a Director
8.
To elect Ron Hundzinski as a Director
9.
To elect Susan Levine as a Director
10. To re-elect Elaine Sarsynski as a Director
11. To re-elect John Smith as a Director
12. To re-elect Stephen Thomas as a Director
13. To re-elect Jeffrey Vanneste as a Director
14. To re-appoint PricewaterhouseCoopers LLP
Please tick here if this proxy appointment is one of multiple proxies
being made (and refer to Note 3 overleaf).
Name (BLOCK LETTERS)
Address (BLOCK LETTERS)
as auditors
15. To authorise the Directors to determine
the remuneration of the auditors
16. To authorise the Directors to allot shares
17. To disapply pre-emption rights
18. To further disapply pre-emption rights in connection
with an acquisition or other capital investment

19. To authorise the Company to purchase
Signature
Date
its own shares
20. To authorise the Company to make political donations
and incur political expenditure
21. To permit general meetings (other than the Annual
General meeting) to be called on 14 clear days' notice

*Special resolution
    1. The right of members to vote at the Annual General Meeting is determined by reference to the register of members. As permitted by section 360B(3) of the Act and Regulation 41 of the Uncertificated Securities Regulations 2001, shareholders (including those who hold shares in uncertificated form) must be entered on the Company's share register at 6.30 pm on 12 May 2020 in order to be entitled to attend and vote at the Annual General Meeting. Such shareholders may only cast votes in respect of shares held at such time. Changes to entries on the relevant register after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
    1. All members are entitled to attend and vote at the meeting, whether or not they have returned a form of proxy.
    1. To be effective, this form of proxy, duly executed together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) must be lodged at the Company Registrars at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, not less than 48 hours (excluding any part of a day which is a non-working day) before the time appointed for the holding of the meeting or adjourned meeting.
    1. A member can appoint a proxy electronically by visiting www.sharevote.co.uk. You will need your Voting I.D., Task I.D. and Shareholder Reference Number (this is the series of numbers printed under your name on the Form of Proxy). Full instructions are given on the website. The proxy appointment and instructions should reach Equiniti Limited not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof.
    1. 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 RA19) not later than 48 hours before the time appointed for holding the meeting, or 48 hours before any adjourned 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.
    1. If any other proxy is preferred, delete the words 'the Chairman of the Meeting or;' insert the full name of the proxy or proxies you wish to appoint and initial the alternation. If you are appointing more than one proxy you must indicate the number of shares in respect of which you are making this appointment, you should include the number in the box provided for your first named proxy and either obtain (an) additional proxy form(s) from the Registrars by phone on 0371 384 2030. Non-UK callers should dial +44 (0)212 415 7047. Lines are open 8.30 am to 5.30 pm, Monday to Friday (excluding public holidays in England and Wales). Or you may photocopy this form. Please return all the forms together and tick the box to indicate each form is one of multiple instructions being given. Please take care when completing the number of shares; if the total number of shares exceeds the total held by the member, all appointments may be invalid.