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107Annual Report and Accounts 2023
Notice of Meeting
Notes:
1. A member is entitled to appoint one or more proxies to
exercise all or any of the member’s rights to attend, speak
and vote at the meeting. A proxy need not be a member
of the Company but must attend the meeting for the
member’s vote to be counted. If a member appoints more
than one proxy to attend the meeting, each proxy must
be appointed to exercise the rights attached to a different
share or shares held by that member.
Please contact Computershare Investor Services PLC by
email on corporate-representatives@computershare.co.uk
or alternatively call 0800 923 1506, providing details of
your proxy appointment including their email address so
that unique credentials can be issued to allow the proxy
to access the electronic meeting. Access credentials will
be emailed to the appointee one working day prior to the
meeting. Lines are open 8.30am to 5.30pm Monday to
Friday (excluding bank holidays).
2. If the Chairman, as a result of any proxy appointments,
is given discretion as to how the votes are cast and the
voting rights in respect of those discretionary proxies,
when added to the interests in the Company’s securities
already held by the Chairman, result in the Chairman
holding such number of voting rights that she has a
notifiable obligation under the Disclosure Guidance and
Transparency Rules (‘DTRs’), the Chairman will make the
necessary notifications to the Company and the Financial
Conduct Authority (‘FCA’). As a result, any person holding
3% or more of the voting rights in the Company who
grants the Chairman a discretionary proxy in respect of
some or all of those voting rights and so would otherwise
have a notification obligation under the DTRs need not
make a separate notification to the Company and the FCA.
3. Any such person holding 3% or more of the voting rights
in the Company who appoints a person other than the
Chairman as their proxy will need to ensure that both they
and such person complies with their respective disclosure
obligations under the DTRs.
4. A Form of Proxy is provided with this notice for members.
If a member wishes to appoint more than one proxy and
so requires additional Forms of Proxy, the member should
contact Computershare Investor Services PLC on 0800
923 1506. To be valid, the Form of Proxy and any power
of attorney or other authority under which it is signed
(or a notarially certified copy of such authority) must be
received by post or (during normal business hours only) by
hand at the Company’s registrars, Computershare Investor
Services PLC, The Pavilions, Bridgwater Road, Bristol BS99
6ZY, no later than 12.00 noon on Tuesday 30 April 2024
or two business days before the time of any adjournment.
Completion and return of a Form of Proxy will not preclude
members from attending and voting at the meeting should
they wish to do so. Amended instructions must also be
received by the Company’s registrars by the deadline for
receipt of Forms of Proxy.
5. Alternatively, members may register the appointment of
a proxy for the meeting electronically, by accessing the
website eproxyappointment.com where full instructions for
the procedure are given. The Control Number, Shareholder
Reference and PIN as printed on the Form of Proxy will be
required in order to use the electronic proxy appointment
system. This website is operated by Computershare
Investor Services PLC. The proxy appointment and
any power of attorney or other authority under which
the proxy appointment is made must be received by
Computershare Investor Services PLC no later than 12.00
noon on Tuesday 30 April 2024 or two business days
before any adjourned meeting or (in the case of a poll
taken otherwise than at or on the same day as the meeting
or adjourned meeting) for the taking of the poll at which it
is to be used. If you wish to appoint more than one proxy
electronically please contact Computershare Investor
Services PLC on 0800 923 1506.
6. Investors holding shares in the Company through the
Columbia Threadneedle Investment Trust ISA, Junior ISA,
Child Trust Fund, General Investment Account, Lifetime
ISA and/or Junior Investment Account should ensure
that Forms of Direction are returned to Computershare
Investor Services PLC not later than 12.00 noon on
Thursday 25 April 2024. Alternatively, voting directions can
be submitted electronically at eproxyappointment.com
by entering the Control Number, Shareholder Reference
Number and PIN as printed on the Form of Direction.
Voting directions must be submitted electronically no later
than 12.00 noon on Thursday 25 April 2024.
7. Any person receiving a copy of this notice as a person
nominated by a member to enjoy information rights
under section 146 of the Companies Act 2006 (the 'Act')
(a ‘Nominated Person’) should note that the provisions
in notes 1, 4 and 5 above concerning the appointment
of a proxy or proxies to attend the meeting in place of
a member do not apply to a Nominated Person as only
shareholders have the right to appoint a proxy. However, a
Nominated Person may have a right under an agreement
between the Nominated Person and the member by whom
he or she was nominated 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 have a right under
such an agreement to give instructions to the member as
to the exercise of voting rights at the meeting.
8. Nominated Persons should also remember that their
main point of contact in terms of their investment in
the Company remains the member who nominated the
Nominated Person to enjoy information rights (or, perhaps,
the custodian or broker who administers the investment
on their behalf). Nominated Persons should continue to
contact that member, custodian or broker (and not the
Company) regarding any changes or queries relating to
the Nominated Person’s personal details and interest in the
Company (including any administrative matter). The only
exception to this is where the Company expressly requests
a response from a Nominated Person.
9. Pursuant to Regulation 41(1) of the Uncertificated
Securities Regulations 2001 (as amended) and for the
purposes of section 360B of the Act, the Company has
specified that only those members registered on the
register of members of the Company at close of business
on Tuesday 30 April 2024 (the ‘Specified Time’) (or, if
the meeting is adjourned to a time more than 48 hours
after the Specified Time, by close of business on the
day which is two business days prior to the time of the
adjourned meeting) shall be entitled to attend and vote at
the meeting in respect of the number of shares registered