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Tritax Big Box REIT PLC

Proxy Solicitation & Information Statement Apr 1, 2021

4906_rns_2021-04-01_caf17ae8-7e5b-4393-bf91-a75ca19ea594.pdf

Proxy Solicitation & Information Statement

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All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

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

SRN: Control Number: 917053

PIN:

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

View the Annual Report online: https://tritaxbigbox.co.uk/investors/shareholder-information/

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 30 April 2021 at 2.00 pm.

Explanatory Notes:

  • 1. Please note the following important information when completing this form of proxy. In line with the UK Government's restrictions on public gatherings to contain COVID-19 and being mindful of the health and safety of stakeholders and the wider community, shareholders will not be permitted to attend the Annual General Meeting in person. The Company will arrange for the minimum necessary quorum to be in attendance so that the meeting is able to conduct its business. You should appoint the Chairman of the Annual General Meeting as your proxy (any other proxy will not be permitted to attend the meeting unless it is for the purpose of forming the quorum).
  • 2. Shareholders may submit questions to the Board concerning the resolutions in advance of the Annual General Meeting by emailing the Company Secretary at [email protected] by 5.30 pm on 4 May 2021. Questions will be answered ahead of the Annual General Meeting remotely. Shareholders may dial into the Annual General Meeting by using the following conference call details: Tel: +44 203 936 2999 pin: 523032. Shareholders will not be able to use this facility to vote, ask questions or table resolutions.
  • 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 business 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.

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.

  • 5. To appoint a proxy, to give an instruction to a proxy (whether previously appointed or otherwise) via a designated voting platform, any such messages must be received by the issuer's agent prior to the specified deadline within the relevant system. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the relevant designated voting platform) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent via a designated voting platform in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
  • 6. If you are an institutional investor you may be able to appoint a proxy electronically via the Proximity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proximity, please go to www.proximity.io. Your proxy must be lodged by 2.00 pm. on 30 April 2021 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proximity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
  • 7. 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 702 0147 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
  • 8. Any alterations made to this form should be initialled.
All Named Holders

Form of Proxy

The Chairman of the Meeting

I/We hereby appoint the Chairman of the Meeting 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 Tritax Big Box REIT plc to be held on 5 May 2021 at 10.00 am, and at any adjourned meeting.

*

Please use a black pen. Mark with an X
inside the box as shown in this example.
Ordinary Resolutions For Against Vote
Withheld
For Against Vote
Withheld
1. To receive and adopt the financial statements for
the financial year ended 31 December 2020.
9. To re-elect BDO LLP as Auditors of the Company.
2. To receive, adopt and approve the Directors'
Remuneration Report (other than the Directors'
Remuneration Policy).
10. To authorise the Directors to determine the
Auditors' remuneration.
3. To approve the Directors' Remuneration Policy. 11. To authorise the Directors to declare and pay all
dividends of the Company as interim dividends.
4. To re-elect Aubrey Adams as a Director of the
Company.
12. To authorise the Directors to allot shares under
section 551 of the Companies Act 2006.
5. To re-elect Richard Laing as a Director of the
Company.
Special Resolutions
13. To authorise the Directors to allot shares as if
section 561(1) of the Companies Act 2006 did not
apply.
6. To re-elect Susanne Given as a Director of the
Company.
14. To authorise the Directors to allot shares as if
section 561(1) of the Companies Act 2006 did not
apply for the purpose of financing an acquisition.
7. To re-elect Alastair Hughes as a Director of the
Company.
15. To authorise the Company to make market
purchases of its own shares.
8. To re-elect Karen Whitworth as a Director of the
Company.
16. That a general meeting other than an Annual
General Meeting may be called on not less than 14
clear days' notice.

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

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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