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William Hill PLC Proxy Solicitation & Information Statement 2014
10803_agm-r_2014-03-18_a022ba8a-1070-4a0c-ab64-0ca28227d3e5.pdf
Proxy Solicitation & Information Statement
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WilliamHILL
Computershare
All Correspondence to:
Computershare Investor Services PLC
The Pavilions, Bridgwater Road,
Bristol, BS99 6ZY
MR A SAMPLE
SAMPLE STREET
SAMPLE TOWN
SAMPLE CITY
SAMPLE COUNTY
AA11 1AA
100000
Form of Proxy - Annual General Meeting to be held on 8 May 2014
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: 912070
SRN: C0000000000
PIN: 1245
View the Annual Report online: www.williamhillplc.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 6 May 2014 at 11.00 a.m.
Explanatory Notes:
- 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).
- To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0870 703 6251 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.
-
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.
-
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 703 6251 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
- 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
MR A SAMPLE
Additional Holder 1
Additional Holder 2
Additional Holder 3
Additional Holder 4
SG149
115398_67644_MAIL/000001/000001/SG149
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).
C0000000000
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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 William Hill PLC to be held at Cavendish Conference Centre, 22 Duchess Mews, London W1G 9DT on 8 May 2014 at 11.00 a.m. 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.
Please use a black pen. Mark with an X inside the box as shown in this example.
| Ordinary Business | For | Against | Vote Withheld |
|---|---|---|---|
| 1. To receive the Annual Report and Accounts and the reports of the directors and auditors thereon. | ☐ | ☐ | ☐ |
| 2. To approve the directors' remuneration policy as set out in the Annual Report and Accounts. | ☐ | ☐ | ☐ |
| 3. To approve the annual statement by the chairman of the remuneration committee and the annual report on remuneration set out in the Annual Report and Accounts. | ☐ | ☐ | ☐ |
| 4. To declare a final dividend on the ordinary shares of ?p per share. | ☐ | ☐ | ☐ |
| 5. To elect Sir Roy Gardner as a director of the Company. | ☐ | ☐ | ☐ |
| 6. To re-elect Gareth Davis as a director of the Company. | ☐ | ☐ | ☐ |
| 7. To re-elect Ralph Topping as a director of the Company. | ☐ | ☐ | ☐ |
| 8. To re-elect Neil Cooper as a director of the Company. | ☐ | ☐ | ☐ |
| 9. To re-elect Georgina Harvey as a director of the Company. | ☐ | ☐ | ☐ |
| 10. To re-elect Ashley Highfield as a director of the Company. | ☐ | ☐ | ☐ |
| 11. To re-elect David Lowden as a director of the Company. | ☐ | ☐ | ☐ |
| For | Against | Vote Withheld | |
| --- | --- | --- | |
| 12. To re-elect Imelda Walsh as a director of the Company. | ☐ | ☐ | |
| 13. To re-appoint Deloitte LLP as auditor of the Company. | ☐ | ☐ | |
| 14. To authorise the directors to determine the remuneration of the auditor of the Company. | ☐ | ☐ | |
| 15. To authorise the Company or any of its subsidiaries to make donations to political organisations and to incur political expenditure. | ☐ | ☐ | |
| 16. To renew the directors' authority to allot relevant securities. | ☐ | ☐ | |
| Special Business | |||
| 17. To approve the rules of the William Hill PLC Performance Share Plan 2014 (PSP 2014) and authorise the directors to establish further plans based on PSP 2014 in overseas territories. | ☐ | ☐ | |
| 18. To authorise the directors to establish a schedule to the Performance Share Plan 2014 (PSP), as set out in the Notice of Meeting. | ☐ | ☐ | |
| 19. To renew the directors authority to allot equity securities for cash. | ☐ | ☐ | |
| 20. To renew the Company's authority to make market purchases of ordinary shares. | ☐ | ☐ | |
| 21. That a general meeting, other than an Annual General Meeting, may be called at not fewer 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
DD/MM/YY
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).
H785
07
WMH
William HILL
Computershare
MR A SAMPLE
SAMPLE STREET
SAMPLE TOWN
SAMPLE CITY
SAMPLE COUNTY
AA11 1AA
Attendance Card
ATTENDANCE CARD - DO NOT SEND BACK
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 William Hill PLC invites you to attend the Annual General Meeting of the Company to be held at Cavendish Conference Centre, 22 Duchess Mews, London W1G 9DT on 8 May 2014 at 11.00 a.m.
Shareholder Reference Number
C0000000000
MAL
AGM information
Time
The meeting will start at 11 a.m. Please arrive no later than 10.45 a.m. for registration.
Refreshments
Tea and coffee will be served between 10.15 a.m. and 10.45 a.m. After the meeting has finished light refreshments will be available for a period in a separate room.
Venue
The meeting will be held on 8 May 2014 in the meeting room at Cavendish Conference Centre, 22 Duchess Mews, London W1G 9DT. If you have any queries, please contact the conference centre by telephone on 020 7706 7700.
115398_67644_MAIL/000001/000002/SG131
Poll Card
To be completed only at the Annual General Meeting if a Poll is called.
Please use a black pen. Mark with an X inside the box as shown in this example. ☑
| Ordinary Business | For | Against | Vote Withheld |
|---|---|---|---|
| 1. To receive the Annual Report and Accounts and the reports of the directors and auditors thereon. | ☐ | ☐ | ☐ |
| 2. To approve the directors' remuneration policy as set out in the Annual Report and Accounts. | ☐ | ☐ | ☐ |
| 3. To approve the annual statement by the chairman of the remuneration committee and the annual report on remuneration set out in the Annual Report and Accounts. | ☐ | ☐ | ☐ |
| 4. To declare a final dividend on the ordinary shares of ?p per share. | ☐ | ☐ | ☐ |
| 5. To elect Sir Roy Gardner as a director of the Company. | ☐ | ☐ | ☐ |
| 6. To re-elect Gareth Davis as a director of the Company. | ☐ | ☐ | ☐ |
| 7. To re-elect Ralph Topping as a director of the Company. | ☐ | ☐ | ☐ |
| 8. To re-elect Neil Cooper as a director of the Company. | ☐ | ☐ | ☐ |
| 9. To re-elect Georgina Harvey as a director of the Company. | ☐ | ☐ | ☐ |
| 10. To re-elect Ashley Highfield as a director of the Company. | ☐ | ☐ | ☐ |
| 11. To re-elect David Lowden as a director of the Company. | ☐ | ☐ | ☐ |
| For | Against | Vote Withheld | |
| --- | --- | --- | |
| 12. To re-elect Imelda Walsh as a director of the Company. | ☐ | ☐ | |
| 13. To re-appoint Deloitte LLP as auditor of the Company. | ☐ | ☐ | |
| 14. To authorise the directors to determine the remuneration of the auditor of the Company. | ☐ | ☐ | |
| 15. To authorise the Company or any of its subsidiaries to make donations to political organisations and to incur political expenditure. | ☐ | ☐ | |
| 16. To renew the directors' authority to allot relevant securities. | ☐ | ☐ |
Special Business
| For | Against | Vote Withheld |
|---|---|---|
| 17. To approve the rules of the William Hill PLC Performance Share Plan 2014 (PSP 2014) and authorise the directors to establish further plans based on PSP 2014 in overseas territories. | ☐ | ☐ |
| 18. To authorise the directors to establish a schedule to the Performance Share Plan 2014 (PSP), as set out in the Notice of Meeting. | ☐ | ☐ |
| 19. To renew the directors authority to allot equity securities for cash. | ☐ | ☐ |
| 20. To renew the Company's authority to make market purchases of ordinary shares. | ☐ | ☐ |
| 21. That a general meeting, other than an Annual General Meeting, may be called at not fewer than 14 clear days' notice. | ☐ | ☐ |
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.
Please sign in box below
WilliamHILL
Computershare
All Correspondence to:
Computershare Investor Services PLC
The Pavilions, Bridgwater Road
Bristol, BS99 6ZY
Tel: +44 (0)870 703 6251
MR A SAMPLE
SAMPLE STREET
SAMPLE TOWN
SAMPLE CITY
SAMPLE COUNTY
AA11 1AA
IMPORTANT NOTICE
If you are in any doubt as to what action
to take please consult an appropriate
independent advisor
Shareholder Reference Number (SRN)
C0000000000
Help reduce the environmental impact of your communications
Dear shareholder
As a shareholder, you can help reduce the environmental impact of your communications by choosing to receive your shareholder communications in electronic form. Receiving communications in electronic form also saves on the costs your company incurs.
The Companies Act allows the default option for receiving and accessing shareholder communications (including your annual report) to be via a company's website. You now have the choice of receiving an email when your Annual Report and other shareholder communications become available or continuing to receive a printed copy.
Please select one of the options opposite
If you do not indicate your preference to us by 6 May 2014 shareholder communications will be supplied to you by means of the website and information on accessing your shareholder communications online will be posted to you at the time of the mailing.
If you have any questions about this letter, please refer to the back of this letter for more details.
Yours sincerely
Luke Thomas
Luke Thomas
Company Secretary
What are your options?
Option 1
Elect for communications
www.investorcentre.co.uk/
ecomms
Alternatively provide us with your e-mail address on the form overleaf.
You will receive an email notification when your shareholder communications become available online.
Option 2
To continue receiving printed copies of your shareholder communications on the reverse form.
115398_67644_MAIL/000001/000003/SG149/IT
Please make your selection
Option 1
Receive email notifications when your shareholder communications are available online
Please submit your email address and SRN by visiting our Investor Centre website:
www.investorcentre.co.uk/ecomms
SRN: C000000000
! YOUR SRN IS IMPORTANT, PLEASE KEEP IT IN A SAFE PLACE.
By providing your email address and SRN above you will no longer receive paper copies of Annual Reports or other communications that are available electronically. Instead you will receive emails advising you when and how to access documents online.
Like the sound of communications?
You can also manage your shareholding online. Investor Centre is our free self-service website where you can utilise the following services:
| Invest in our environment!
Register at www.investorcentre.co.uk | Switch to
ecommunications | Manage future
payments | Change your
address | View your
Shareholding |
| --- | --- | --- | --- | --- |
Option 2
Continue receiving a printed copy of all your communications.
To continue to receive a printed copy of the Annual Report and other shareholder communications please cross this box and send this letter back to us in the enclosed reply paid envelope.
C000000000
H1170
WMH
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