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1. A member entitled to attend and vote at the Annual
General Meeting (‘AGM’) may appoint one or
more proxies to exercise all or any of his rights to
attend, speak and vote at the AGM. A member can
appoint more than one proxy in relation to the AGM,
provided that each proxy is appointed to exercise
the rights attaching to different shares held by him.
A proxy need not be a member of the Company.
Completion and submission of an instrument
appointing a proxy will not preclude a member from
attending and voting in person at the AGM. A Form
of Proxy is enclosed. The appointment of a proxy will
not prevent a member from subsequently attending
and voting at the meeting in person.
2. In order to be a valid appointment of proxy, the
Form of Proxy and the original (or a certified true
copy) of any power of attorney or other authority, if
any, under which the Form of Proxy is signed must
be received by post, by courier or (during normal
business hours only) by hand at Computershare
Investor Services PLC, The Pavilions, Bridgwater
Road, Bristol BS99 6ZY, no later than 24 April 2023
at 12 noon (or, in the event of an adjournment,
the time which is 48 hours before the adjourned
meeting).
3. Electronic proxy voting is available for this meeting.
Members can submit their proxy online at
www.investorcentre.co.uk/eproxy by following
the instructions provided. Please note that any
electronic communication sent to the Company or to
Computershare Investor Services PLC that is found
to contain a computer virus will not be accepted.
The use of the internet service in connection with
the AGM is governed by Computershare Investor
Services PLC’s conditions of use as set out on
its website.
4. Any person to whom this Notice is sent who is
a person nominated under Section 146 of the
Companies Act 2006 to enjoy information rights
(a Nominated Person) may, under an agreement
between him/her and the shareholder by whom he/
she was nominated, have a right to be appointed (or
to have someone else appointed) as a proxy for the
Meeting. If a Nominated Person has no such proxy
appointment right or does not wish to exercise it, he/
she may, under any such agreement, have a right to
give instructions to the shareholder as to the exercise
of voting rights.
5. In the case of joint holders of a share the vote of
the senior who tenders a vote, whether in person or
by proxy, shall be accepted to the exclusion of the
votes of the other joint holders and, for this purpose,
seniority shall be determined by the order in which
the names stand in the register of members in
respect of the joint holding.
6. Any corporation which is a member can appoint one
or more corporate representatives who may exercise
on its behalf all of its powers as a member provided
that they do not do so in relation to the same shares.
7. The vote ‘Withheld’ is provided to enable you to
abstain on any particular resolution. However, it
should be noted that a ‘Withheld’ vote 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.
8. If you are an institutional investor, you may be able
to appoint a proxy electronically via the Proxymity
platform. For further information regarding
Proxymity, please go to www.proxymity.io. Your
proxy must be lodged not less than 48 hours prior
to the time of the Meeting (excluding non-working
days) as specified in the Notice of Annual General
Meeting 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.
9. 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. 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
sponsor or voting service provider(s), who will be
able to take the appropriate action on their behalf.
10. 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 CRESTCo’s
specifications and must contain the information
required for such instructions, as described in the
CREST Manual. The message, regardless of whether
it constitutes the appointment of a proxy or 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
agent ID (3RA50) no later than 48 hours (excluding
non-working days) as specified in the Notice of Annual
General Meeting and any adjournment. 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 Applications Host) from which
the Company’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.
NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING