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5. Any corporation which is a shareholder may appoint one
o
r more corporate representatives who may exercise on its
behalf all of its powers as a shareholder provided that such
corporate representatives do not do so in relation to the
same shares.
6. CREST members who wish to appoint a proxy or proxies
through the CREST electronic proxy appointment service
may do so for the meeting and any adjournment(s) thereof
by using the procedures described in the CREST Manual,
a
nd by logging on to the website www.euroclear.com.
CREST personal members or other CREST sponsored
members, and those CREST members who have appointed
a voting service provider(s), should refer to their CREST
s
ponsor or voting service provider(s), who will be able to
take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using
the CREST service to be valid, the appropriate CREST
m
essage (a ‘‘CREST Proxy Instruction’’) must be properly
authenticated in accordance with Euroclear UK & Ireland
Limited’s specifications, and must contain the information
required for such instruction, as described in the CREST
Manual. The message, regardless of whether it constitutes
the appointment of a proxy or is an amendment to the
instruction given to a previously appointed proxy, must, in
order to be valid, be transmitted so as to be received by the
Company’s Registrar, Equiniti Limited (ID RA19), by no
later than 12 noon on 12 July 2022. No such message
received through the CREST network after this time will be
accepted. For this purpose, the time of receipt will be taken
to be the time (as determined by the timestamp applied to
the message by the CREST application host) from which
the Company’s Registrar is able to retrieve the message by
inquiry to CREST in the manner prescribed by CREST.
After this time any change of instructions to proxies
appointed through CREST should be communicated to the
appointee through other means.
CREST members and, where applicable, their CREST
sponsors or voting service providers should note that
Euroclear UK & Ireland Limited does not make available
special procedures in CREST for any particular messages.
Normal system timings and limitations will therefore apply
in relation to the input of CREST Proxy Instructions. It is
the responsibility of the CREST member concerned to take
(or, if the CREST member is a CREST personal member,
or sponsored member, or has appointed a voting service
provider(s), to procure that her or his CREST sponsor or
voting service provider(s) take(s)) such action as shall be
necessary to ensure that a message is transmitted by means
of the CREST system by any particular time. In this
connection, CREST members and, where applicable, their
CREST sponsors or voting system providers are referred,
in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and
timings.
The Company may treat as invalid a CREST Proxy
Instruction in the circumstances set out in Regulation
35(5)(a) of the Uncertificated Securities Regulations 2001.
7. The right to appoint a proxy does not apply to persons
whose shares are held on their behalf by another person
and who have been nominated to receive communications
from the Company in accordance with Section 146 of the
Companies Act 2006 (‘‘Nominated Persons’’). Nominated
Persons may have a right under an agreement with the
member who holds the shares on their behalf to be
appointed (or to have someone else appointed) as a proxy.
Alternatively, if Nominated Persons do not have such a
right, or do not wish to exercise it, they may have a right
under such an agreement to give instructions to the person
holding the shares as to the exercise of voting rights. The
statement of the rights of members in relation to the
appointment of proxies in notes 1 and 2 above does not
apply to Nominated Persons. The rights described in these
notes can be exercised only by members of the Company.
8. If you are an institutional investor you may be able to
appoint a proxy electronically via the Proxymity platform,
a process which has been agreed by the Company and
a
pproved by the Registrar. For further information
regarding Proxymity, please go to www.proxymity.io. Your
proxy must be lodged by 12.00 noon on 12 July 2022 in
order to be considered valid. Before you can appoint a
p
roxy via this process you will need to have agreed to
Proxymity’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
a
ppointment of your proxy.
9. At 7 June 2022, the latest practicable date prior to
publication of this document, the Company’s issued share
capital comprised 3,751,679 Ordinary shares of £12.50 each
o
f which no Ordinary shares are held in Treasury.
Therefore, the total number of shares with voting rights in
the Company is 3,751,679.
10. Any person holding three per cent. of the total voting rights
i
n the Company who appoints a person other than the
Chairman as her or his proxy must ensure that both he or
she and such third party comply with their respective
disclosure obligations under the Disclosure Guidance and
Transparency Rules.
11. Information regarding the meeting, including information
required by Section 311A of the Companies Act 2006, is
available from the Company’s website, www.patplc.co.uk.
12. Under Section 319A of the Companies Act 2006, the
Company must answer any question relating to the
business being dealt with at the meeting put by a member
attending the meeting unless:
(a) answering the question would interfere unduly with
the preparation for the meeting or involve the
disclosure of confidential information;
(b) the answer has already been given on a website in
the form of an answer to a question; or
(c) it is undesirable in the interests of the Company or
the good order of the meeting that the question be
answered.
13. Shareholders are advised that, unless otherwise stated, any
telephone number, website or e-mail address which may be
set out in this notice of meeting or in any related documents
(including the proxy form) is not to be used for the
purposes of serving information or documents on, or
otherwise communicating with, the Company for any
purposes other than those expressly stated.
14. The members of the Company may require the Company
(without payment) to publish, on its website, a statement
(which is also to be passed to the Auditors) setting out any
matter relating to the audit of the Company’s accounts,
including the Auditors’ report and the conduct of the audit.
The Company will be required to do so once it has received
such requests from either members representing at least five
per cent. of the total voting rights of the Company or at
least 100 members who have a relevant right to vote and
hold shares in the Company on which there has been paid
up an average sum per member of at least £100. Such
requests must be made in writing and must state the
sender’s full name and address and be sent to the
Company’s registered address at 28 Walker Street,
Edinburgh EH3 7HR.
15. The letters of appointment of the Directors will be available
for inspection at the registered office of the Company
during normal business hours on any weekday (Saturdays,
Sundays and public holidays excepted) from the date of this
notice and at the location of the meeting for at least 15
minutes prior to the meeting and during the meeting.
16. Members meeting the threshold requirements set out in the
Companies Act 2006 have the right (a) to require the
Company to give notice of any resolution which can
properly be, and is to be, moved at the meeting pursuant
to section 338 of the Companies Act 2006; and/or (b) to
require the Company to include a matter in the business to
be dealt with at the meeting, pursuant to section 338A of
the Companies Act 2006.
NOTICE OF ANNUAL GENERAL MEETING (CONTINUED)