
Shareholder information
Annual Report and Financial Statements 2025
112
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 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 service by any particular time. In this
connection, CREST members and, where applicable, their
CREST sponsors or voting service provider(s) are referred,
in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system
andtimings.
06. 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.
07. The return of a completed proxy form or other instrument of
proxy will not prevent you attending the AGM and voting in
person if you wish.
08. Pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001 and section 311 of the Companies
Act 2006 the Company specifies that to be entitled to
attend and vote at the AGM (and for the purpose of the
determination by the Company of the votes they may
cast), shareholders must be registered in the Register of
Members of the Company no later than 48 hours (excluding
non-working days) prior to the commencement of the AGM
or any adjourned meeting. Changes to the Register of
Members after the relevant deadline shall be disregarded in
determining the rights of any person to attend and vote at
the meeting.
09. 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
Annual General 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.
10. The statement of the rights of shareholders in relation to
the appointment of proxies in Notes 1 and 2 above does
not apply to Nominated Persons. The rights described in
those Notes can only be exercised by shareholders of the
Company.
11. Under section 338 of the Companies Act 2006, members
meeting the qualification criteria set out in note 14 below
may, subject to certain conditions, require the Company
to circulate to members notice of a resolution which may
properly be moved and is intended to be moved at that
meeting. The conditions are that: (a) the resolution must not,
if passed, be ineffective (whether by reason of inconsistency
with any enactment or the Company’s constitution or
otherwise); (b) the resolution must not be defamatory of any
person, frivolous or vexatious; and (c) the request: (i) may
Notes
01. As a member you are entitled to appoint a proxy or proxies
to exercise all or any of your rights to attend, speakandvote
at the AGM. A proxy need not be a member of theCompany
butmust attend the AGM to represent you. You may appoint
more than one proxy provided each proxy is appointed
to exercise rights attached to different shares. You can
only appoint a proxy using the procedure set out in these
notes and the notes to the proxy form. You may not use
any electronic address provided either in this notice or any
related documents (including the Financial Statements
and proxy form) to communicate with the Company for any
purpose other than those expressly stated.
02. To be valid any proxy form or other instrument appointing a
proxy, together with any power of attorney or other authority
under which it is signed or a certified copy thereof, must be
received by post or (during normal business hours only) by
hand at the Registrars of the Company at Computershare
Investor Services PLC, The Pavilions, Bridgwater Road,
Bristol BS99 6ZY or eproxyappointment.com no later than
1.00pm on 21 November 2025 (or 48 hours (excluding
non-working days) before any adjourned meeting).
03. 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
CRESTManual and/or by logging on to the website
euroclear.com/CREST. 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.
04. 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 Company’s registrar (ID 3RA50) no later than 1.00pm
on 21 November 2025 (or 48 hours (excluding non-working
days) before any 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 Company’s registrar 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 othermeans.
05. CREST members and, where applicable, their CREST
sponsors or voting service provider(s) should note that
Euroclear UK & 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