Report and Accounts 2022 | 91
Notice of Meeting
Notes
1. A member entitled to attend and vote at this meeting may appoint
one or more persons as his/her proxy to attend, speak and vote
on his/her behalf at the meeting. A proxy need not be a member
of the Company. If multiple proxies are appointed they must not
be appointed in respect of the same shares. To be effective, the
duly executed enclosed Form of Proxy, together with any power of
attorney or other authority under which it is signed or a certified
copy thereof, should be lodged at the address shown on the proxy
form not later than 48 hours (excluding non-working days) before
the time of the meeting or, in the case of an adjourned meeting, no
later than 48 hours (excluding non-working days) before the holding
of that adjourned meeting (or in the case of a poll taken subsequent
to the date of the meeting or adjourned meeting, no later than 24
hours (excluding non-working days) before the time appointed for
the taking of the poll). The appointment of a proxy will not prevent a
member from attending the meeting and voting in person if he/she
so wishes.
2. A corporation, which is a shareholder, may appoint an individual(s)
to act as its representative(s) and to vote in person at the meeting
(see instructions given on the proxy form). In accordance with the
provisions of the Companies Act 2006, 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.
3. CREST members who wish to appoint a proxy or proxies by utilising
the CREST electronic proxy appointment service may do so for this
meeting by following the procedures described in the CREST Manual
and by logging on to 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 sponsor or voting service provider(s), who will be able to take
the appropriate action on their behalf.
4. In order for a proxy appointment or instruction made by means of
CREST to be valid, the appropriate CREST message (a ‘‘CREST Proxy
Instruction’’) must be properly authenticated in accordance with
Euroclear UK & International Limited’s (‘‘Euroclear’’) specifications
and must contain the information required for such instructions,
as described in the CREST Manual. The message, in order to be
valid, must be transmitted so as to be received by the Company’s
agent (ID RA19) by the latest time for receipt of proxy appointments
specified in Note 1 above. 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.
5. 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.
6. Alternatively, shareholders can submit proxy instructions online by
logging onto www.sharevote.co.uk. To use this service shareholders
will need their Voting ID, Task ID and Shareholder Reference Number
printed on the accompanying Form of Proxy. Full details of the
procedure are given on the website. Alternatively, shareholders
who have already registered with Equiniti’s online portfolio
service, Shareview, can submit proxy instructions by logging on
to their portfolio at www.shareview.co.uk using your usual user
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. Electronic proxy votes must be received by
Equiniti, by no later than 48 hours before the time of the meeting.
7. A 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.
The statements of the rights of members in relation to the
appointment of proxies in Notes 1 and 3 above do not apply to a
Nominated Person. The rights described in this Note can only be
exercised by registered members of the Company.
8. Pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001, the Company specifies that only those holders
of shares entered on the Register of Members of the Company as
at 6.30pm on 27 September 2022 or, in the event that the meeting
is adjourned, on the Register of Members as at 6.30pm on the day
two business days prior to any adjourned meeting, shall be entitled
to attend or vote at the meeting in respect of the number of shares
registered in their names at that time. Changes to the entries on
the Register of Members after 6.30pm on 27 September 2022 or, in
the event that the meeting is adjourned, in the Register of Members
as at 6.30pm on the day two business days prior to any adjourned
meeting, shall be disregarded in determining the rights of any person
to attend or vote at the meeting, notwithstanding any provisions in
any enactment, the Articles of Association of the Company or other
instrument to the contrary.
9. As at 8 August 2022 (being the last business day prior to the
publication of this notice) the Company’s issued share capital
consists of 48,537,165 Income shares carrying one vote each
and 39,050,148 Growth shares carrying one vote each (in each
case, in respect of a general meeting of the Company, on a show of
hands only). The Company holds nil Income shares and nil Growth
shares in treasury. Therefore the total number of voting rights in the
Company as at 8 August 2022 on a show of hands was 87,587,313
votes. In accordance with the Articles of Association, the voting
rights attributable to each class of shares on a poll is equal to the
number of shares of that class in issue multiplied by the Share
Voting Number (which is defined in the Articles of Association as the
net asset value of the relevant Portfolio divided by the number of
shares in that Portfolio, calculated at the Voting Calculation Date).
Given a Voting Calculation Date of 5 August 2022, the Share Voting
Number for the Income shares is 1.31 and the Share Voting Number
for the Growth shares is 2.45.
For illustrative purposes only, on a poll, there would therefore be
63,583,686 votes attributable to the Income shares, 95,672,863
votes attributable to the Growth shares and the total voting rights in
the Company would be 159,256,549. In accordance with the Articles
of Association, the applicable Share Voting Numbers for the Income
shares and the Growth shares at the Annual General Meeting will be
displayed at the meeting venue.
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