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Weir Group Inc. — Proxy Solicitation & Information Statement 2011
Mar 30, 2011
5246_agm-r_2011-03-30_351c9db8-9251-4b41-afe5-41f664f4f4ba.pdf
Proxy Solicitation & Information Statement
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Attendance Card
Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.
The Chairman of THE WEIR GROUP PLC invites you to attend the Annual General Meeting of the Company to be held at the Radisson Hotel, 301 Argyle Steet, Glasgow G2 8DL on 4 May 2011 at 11.00 am.
Shareholder Reference Number
Please detach this portion before posting this proxy form.
Form of Proxy - Annual General Meeting to be held on 4 May 2011
| (a) | Cast your Proxy online 24/7It's fast, easy and secure! www.eproxyappointment.com |
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| You will be asked to enter the Control Number, the Shareholder Reference Number (SRN) and PiN and agree to certain terms and conditions. Control Number: 910740 |
SRN. | PIN. | |
| To view the Annual Report online visit: www.weir.co.uk |
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 2011 at 11.00 am.
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 holders 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).
- To appoint more than one proxy, an additional proxy form(s) may be obtained by $2.$ contacting the Registrar's helpline on 0870 707 1402 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,
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The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular $3.$ 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
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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.
- 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.
- The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0870 707 1402 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.
- 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 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.
| All Named Holders | ||||
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| and the second contract of the second contract of the second contract of the second contract of the second contract of the second contract of the second contract of the second contract of the second contract of the second | The Contract | . 1.1111 |
A 1990 FOR THE WARRANT COMMITTEE OF THE | |
Location Map
Directions to the Radisson Hotel, 301 Argyle Steet, Glasgow G2 8DL By train
From Queen St. Station - Take the George Square exit, walk down Queen Street and at the bottom turn right onto Argyle St. Walk straight on under Central Station and the hotel is in front of you. It is approximately a 12 minute walk or alternatively it is under £5 in a taxi.
From Central Station - Take the Hope St. or Argyle St. exit and cross over the road.
By car
From the East, South & North - Exit the M8 at Junction 19 - SECC. Take the first left, signposted City Centre, A814 onto Argyle St. Continue for approx. 500m and the hotel is on your right hand side.
From the West - Ext the M8 at Junction 19 - City Centre. Continue straight onto Bothwell St. and at the second set of lights turn right onto Wellington St. At the second set of lights turn left onto Argyle St. The hotel is on your right hand side.
Parking
There is an NCP car park on Oswald St. From the hotel turn on to Robertson St. continue to the end of the road and turn left onto Broomielaw. Take the first left onto Oswald St. and the car park is on your right hand side.
Alternatively, shareholders can park in the Thistle Car Park on Jamaica St. and receive a rate of £6 for 24 hours (tickets must be validated by the Radisson Front Office team before leaving the hotel). Follow directions above to the NCP car park but continue past the entrance on Midland St. and go under the bridge. Turn right at the traffic lights and then first left. The car park entrance will be on your left hand side.
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 THE WEIR GROUP PLC to be held at the Radisson Hotel, 301 Argyle Steet, Glasgow G2 8DL on 4 May 2011 at 11.00 am, 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. | Vote | Please use a black pen. Mark with an X inside the box as shown in this example. |
$\mathbf{X}$ Vote |
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| Ordinary Resolutions | For | Against Withheld | For | Against Withheld | |||
| 1. To receive and adopt the report and financial statements. |
10. To re-elect John Mogford as a director. | ||||||
| 2. To declare a dividend. | 11. To re-elect Lord Robertson as a director. | ||||||
| 3. To approve the Remuneration Report. | 12. To re-elect Jon Stanton as a director. | ||||||
| 4. To re-elect Lord Smith as a director. | 13. To re-appoint Ernst & Young LLP as auditors. | ||||||
| 5. To re-elect Keith Cochrane as a director. | 14. To authorise the directors to fix the remuneration of the auditors. |
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| 6. | To re-elect Michael Dearden as a director. | 15. To renew the directors' general power to allot shares. Special Resolutions _ |
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| 7. To re-elect Stephen King as a director. | 16. To disapply the statutory pre-emption provisions. | ||||||
| 8. | To re-elect Richard Menell as a director. | 17. To renew the Company's authority to purchase its own shares. |
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| 9. To re-elect Alan Mitchelson as a director. | 18. To reduce the notice period for general meetings. |
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.
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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).
H1042
$01$
WEP