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TRIFAST PLC Proxy Solicitation & Information Statement 2017

Mar 31, 2017

4723_agm-r_2017-03-31_56c3a952-b22a-4241-a668-c35a7b7cf7e6.pdf

Proxy Solicitation & Information Statement

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Trifast plc

MR A SAMPLE

SAMPLE STREET
SAMPLE TOWN
SAMPLE CITY
SAMPLE COUNTY
AA11 1AA

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Attendance Card

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

Additional Holders:
ADDITIONAL HOLDER 1
ADDITIONAL HOLDER 2
ADDITIONAL HOLDER 3
ADDITIONAL HOLDER 4

The Chairman of Trifast plc invites you to attend the Annual General Meeting of the Company to be held at Trifast House, Bellbrook Park, Uckfield, East Sussex TN22 1QW on 27 July 2017 at 12.00 noon.

Shareholder Reference Number
C0000000000

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Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 27 July 2017

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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.

Control Number: 914517
SRN: C0000000000
PIN: 1245

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View the Annual Report and Notice of Meeting online: www.trifast.com

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding 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 25 July 2017 at 12.00 noon.

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 707 1340 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.

  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 707 1340 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
  7. The alterations made to this form should be initialled.
  8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

Kindly Note: This form is issued only to the addressee(s) and is specific to the results designated account printed hereon. This personalised form is not transferable to the different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instrument that does not comply with these conditions.

All Named Holders

MR A SAMPLE

Additional Holder 1
Additional Holder 2
Additional Holder 3
Additional Holder 4

141709_135722_MAIL/000001/000001/SG150


CANCELLED

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).

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 entitlement* on my/our behalf at the Annual General Meeting of Trifast plc to be held at Trifast House, Bellbrook Park, Uckfield, East Sussex TN22 1QW on 27 July 2017 at 12.00 noon, and at any adjourned meeting.

  • For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

☐ Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

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C0000000000

Ordinary Resolutions For Against Vote Withheld
1. To consider the Company's Annual Report and Financial Statements and the reports of the Directors and Auditors for the year ended 31 March 2017.
2. To receive and approve the Directors' Remuneration Report.
3. To receive and approve the Directors' Remuneration Policy.
4. To declare a final dividend.
5. To re-elect Neil Warner as a Director.
6. To re-elect Scott Mac Meekin as a Director.
7. To re-elect Malcolm Diamond as a Director.
8. To re-appoint KPMG LLP as auditor of the Company.

Please use a black pen. Mark with an X inside the box as shown in this example.

For Against Vote Withheld
9. To authorise the Directors to fix the remuneration of the auditor.
10. To allow the Directors authority to allot shares.
Special Resolutions
11. To allow the Directors authority for disapplication of preemption rights.
12. To allow the Directors authority for disapplication of preemption rights for an acquisition or capital investment.
13. To authorise the Company to make market purchases of its own shares.
14. To allow a general meeting (other than an AGM) to be called on not less than 14 clear days' notice.
Ordinary Resolution
15. To approve the amendments to the Employee Share Plan.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed, this proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

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).

H699

TFT


Trifast plc

Computershare

MR A SAMPLE
< DESIGNATION>
SAMPLE STREET
SAMPLE TOWN
SAMPLE CITY
SAMPLE COUNTY
AA11 1AA

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All Correspondence to:
Computershare Investor Services PLC
The Pavilions, Bridgwater Road
Bristol, BS99 6ZY
Tel: +44 (0)370 707 1340

Shareholder Reference Number
C0000000000
MAL

Dear Shareholder

Request to receive future shareholder communications in electronic form

The purpose of us writing to you is to seek member’s consent to supply documents and information to you in electronic form and via the Group’s investor website at www.trifast.com. We are required under The Companies Act 2006 to ask shareholders how they would individually like to receive shareholder communications.

The increased use of electronic communications by listed PLC’s not only provides real time effective delivery of information to shareholders, it delivers significant savings to the Company both in terms of printing and postage costs, as well as assisting to reduce our environmental impact.

On-line website communications

As you are aware financial reports, notices of shareholders’ meetings and other shareholder communications are already published on our website at www.trifast.com. For those members who consent, the investor website will be the way in which they can access shareholder communications going forward.

If you consent to the receipt of shareholder communications via the website, the Company will be required by law to notify you when it posts new shareholder communications on its website. You can elect to have these notifications sent via email, however, if you do not request this, then such notifications will automatically be sent to you by post.

Please select one of the options below

  • If you wish to receive shareholder communications by means of the website, receiving notification by post, you need take no further action. You will have deemed to have given your agreement if the Company does not receive a response from you by 25 July 2017
  • If you wish to receive shareholder communications by means of the website, receiving notification by email. You will need to elect for ecommunications and provide the Company with your email address via the share portal www.investorcentre.co.uk/ecomms or complete, sign and return the enclosed form (option 1).
  • If you wish to receive shareholder communications in hard copy, you can register via the share portal www.investorcentre.co.uk/ecomms or complete, sign and return the enclosed form (option 2).

Please note that at all times we publish shareholder information you will still have the right to request hard copy versions of any documents we publish and at no charge.

If you have any questions about this letter or our e-communications, please do not hesitate to contact myself or Lyndsey Case, Company Secretary on 01825 769696 or [email protected].

Yours faithfully,

Malcolm Diamond MBE
Executive Chairman

141709_135722_MAIL/000001/000002/SG131/11


PLEASE MAKE YOUR SELECTION HERE

+

Option 1

a

Receive email notification when your shareholder communications become available online

By providing your email address you will no longer receive paper copies of annual reports or any other shareholder communications that are available electronically. Instead you will receive emails advising you when and how to access documents online.

Please submit your email address by calling your Investor Centre website:

www.investorcentre.co.uk/ecomms

SRN: C0000000000

YOUR SHAREHOLDER REFERENCE NUMBER (SRN) IS IMPORTANT, PLEASE KEEP IT IN A SAFE PLACE.

Access your shareholdings online

Why not also manage your shareholdings online? Investor Centre is our free self-service website, available 24/7, where you can utilise the following services:

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View your share balance

Change your address

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View your payment and tax information

Update your payment instructions

For information on all the services available, visit www.investorcentre.co.uk today. It's the fast and simple way to manage your shareholdings

Option 2

Continue receiving a printed copy of all your communications.

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To continue to receive a printed copy of the annual report and other shareholder communications please tick and send this letter back to us in the enclosed reply paid envelope.

X

If you take no action

If you do not indicate your preference to us by 25 July 2017 you may not receive a full set of shareholder communications by post in the future. Instead we will write to you with details of how you can access the documentation.

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C0000000000

MR A SAMPLE


Additional Holder 1
Additional Holder 2
Additional Holder 3
Additional Holder 4

H1005

TFT