
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2021
Notice of Annual General Meeting
64
12. A member of the Company which is a corporation may
authorise a person or persons to act as its representative(s)
at the AGM. In accordance with the provisions of the
Companies Act 2006 (as amended by the Companies
(Shareholders’ Rights) Regulations 2009), each such
representative may exercise (on behalf of the corporation)
the same powers as the corporation could exercise if it
were an individual member of the Company, provided that
they do not do so in relation to the same shares. It is
therefore no longer necessary to nominate a designated
corporate representative.
13. CREST members who wish to appoint a proxy or proxies
through the CREST electronic proxy appointment service
may do so by using the procedures described in the CREST
Manual. CREST Personal Members or other CREST
sponsored members, and those CREST members who have
appointed a service provider(s), should refer to their CREST
sponsor or voting service provider(s), who will be able to take
the appropriate action on their behalf.
14. In order for a proxy appointment or instruction made using
the CREST service to be valid, the appropriate CREST
message (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
issuer’s agent (ID RA19) by 2.00 pm on 9 May 2022
(excluding any parts of the day that is not a business day), or
in the event of an adjournment of the meeting, 48 hours
before the adjourned meeting. 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 issuer’s agent is able to retrieve the
message by enquiry 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.
15. CREST members and, where applicable, their CREST
sponsors, or voting service providers should note that
Euroclear UK and Ireland Limited does not make available
special procedures in CREST for any particular message.
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, to procure that his/her 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 CREST manual can be viewed at
www.euroclear.com.
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.
16. 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 approved by
the Registrar. For further information regarding Proxymity,
please go to www.proxymity.io. Your proxy must be lodged
by 2.00 pm on 9 May 2022 in order to be considered valid.
Before you can appoint a proxy 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
appointment of your proxy.
17. You may not use any electronic address provided either in
this Notice of Meeting or any related documents (including
the Form of Proxy) to communicate with the Company for
any purposes other than those expressly stated.
18. Shareholders who prefer to register the appointment of their
proxy electronically via the internet can do so through
Equiniti’s website at www.sharevote.co.uk where full
instructions on the procedure are given. The Voting ID, Task
ID and Shareholder Reference Number printed on the Form
of Proxy will be required in order to use this electronic proxy
appointment system. Alternatively, shareholders who have
already registered with Equiniti’s online portfolio service,
Shareview, can appoint their proxy electronically by logging
on to their portfolio at www.shareview.co.uk and then log
onto your portfolio using your usual ID and password. Once
logged in simply click “View” on the “My Investments” page,
click on the link to vote then follow the on-screen
instructions. The on-screen instructions give details on how
to complete the appointment process. A proxy appointment
made electronically will not be valid if sent to any address
other than those provided or if received after 2.00 pm on
9 May 2022 (excluding any parts of the day that is not a
business day).
19. Under Section 338 of the Companies Act 2006, a member or
members meeting the qualification criteria set out at note 12,
may, subject to conditions, require the Company to give to
members notice of a resolution which may properly be
moved and is intended to be moved at that meeting. The
conditions are that: (i) the resolution must not, if passed, be
ineffective (whether by reason of inconsistency with any
enactment or the Company’s constitution or otherwise);
(ii) the resolution must not be defamatory of any person,
frivolous or vexatious; (iii) the request must identify the
resolution to which notice is to be given; (iv) the resolution
must be received by the Company not later than 6 weeks
before the Annual General Meeting; (v) the resolution must be
authenticated by the person making it; and (vi) members
seeking to do this should write to the Company at its
registered office providing their full name and address.