
Dunedin Enterprise Investment Trust PLC
Annual Report and Accounts 2022
Notice of Annual General Meeting
61
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.
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 &
International 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 12 noon on
5 May 2023 (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 International 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 12 noon on 5 May 2023 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 12 noon on
5 May 2023 (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 11, 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.