AVESCOGROUPPLC ANNUAL REPORT 2009 67
www.avesco.com
AVESCO GROUP PLC
FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD AT
UNIT E2, SUSSEX MANOR BUSINESS PARK, GATWICK ROAD, CRAWLEY, SUSSEX RH10 9NH AT 10.00 AM ON 11 MARCH 2010
Please read the Notice convening the Meeting and the accompanying notes carefully before completing this Form of Proxy.
Private shareholders may submit their proxy vote electronically via the Registrars website by visiting www.capitashareportal.com. For further details refer to note
(c) below. For an electronic proxy to be valid, your appointment must be received by the Company’s registrars, Capita Registrars no later than less than 48 hours
before the time fixed for the Meeting.
If your shares are held through CREST, you may submit your proxy appointment via the CREST proxy voting system. Please refer to Note (f) below and Note (3) to
the Notice of Annual General Meeting.
I/We
(Please use block capitals)
of
being (a) members(s) of Avesco Group plc (the “Company”) HEREBY APPOINT the Chairman of the Meeting or
*
to act as my/our proxy to exercise all or any of my/our rights to attend, speak and to vote in respect of my/our voting entitlement on my/our behalf as indicated
below at the Annual General Meeting of the Company to be held on 11 March 2010 and at any adjournment thereof.
Please tick here if this proxy appointment is one of multiple appointments being made.
* For the appointment of more than one proxy, please refer to Note (d).
Please indicate with an ‘X’ in the spaces below how you wish your votes to be cast in respect of each of the resolutions which are set out in the Notice convening the
Meeting. If you wish your proxy to cast only certain votes for and certain votes against, insert the relevant number of shares in the appropriate box. The “Withheld”
option is to enable you to instruct your proxy to abstain from voting on a particular resolution. A vote withheld is not a vote in law and will not be counted in the
calculation of the proportion of votes “For” or “Against” a resolution. If no specified direction as to voting is given, the proxy will vote or abstain as he/she thinks fit.
Resolutions For Against Withheld
1. To receive the Report and Accounts
2. To approve the Directors’ Remuneration Report
3. To re-elect Mr G.P. Andrews as a Director
4. To re-elect Mr J.L. Christmas as a Director
5. To re-appoint PricewaterhouseCoopers LLP as auditors
6. To authorise the Directors to determine the auditors’ remuneration
7. To authorise the Directors to allot relevant securities
8. To disapply pre-emption rights
9. To authorise the Company to make market purchases of its own shares
10. To adopt new articles of association
I/We authorise my/our proxy to act at his/her discretion in relation to any other business arising at the Meeting (including any resolution to adjourn the Meeting).
Dated this day of 2010
Signature
Notes:
(a) As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting on your behalf. You should appoint a proxy using the
procedure set out in these Notes.
(b) To be valid, this form, duly completed and signed, (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority) must
be deposited at or posted to the office of the Company's registrars, Capita Registrars, PXS, 34 Beckenham Road, Beckenham, BR3 4TU to be received not less than 48 hours before the time fixed for
the Meeting.
(c) Shareholders may submit their proxy vote electronically via the Registrars website by visiting www.capitashareportal.com. From there shareholders can log in to their Capita share portal account or register
for the Capita share portal if they have not already done so. To register, shareholders should select "Account Registration" and then enter their surname, Investor Code (which can be found on their share
certificate or dividend tax voucher), postcode and an email address. Create a password and click "Register" to proceed. Shareholders will be able to vote immediately by selecting "Proxy Voting" from the
menu. You may not use any electronic address provided in this form of proxy to communicate with the Company for any purpose other than those stated.
(d) You are entitled to appoint more than one proxy provided that each proxy is appointed to exercise rights attached to a different share or shares held by you. You may not appoint more than one proxy to
exercise rights attached to any one share. To appoint more than one proxy, (an) additional Form(s) of Proxy may be obtained by contacting the Registrars by telephone on 0871 664 0300 (calls cost 10p per
minute plus network extras, lines are open 8.30am – 5.30pm Monday – Friday) or, if telephoning from overseas, +44 208 639 3399 or you may photocopy this form. A proxy need not be a member of the
Company but must attend the Meeting to represent you. If you wish to appoint as a proxy a person other than the Chairman of the Meeting, please delete the words “Chairman of the Meeting” and insert
the full name of the other person in the box provided on this Form of Proxy. If you sign and return this Form of Proxy with no name inserted in the box, the Chairman of the Meeting will be deemed to be
your proxy. Please indicate in the box next to the proxy holder’s name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided, if
the proxy instruction is one of multiple instructions being given. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this Form of Proxy has been issued in
respect of a designated account for a shareholder, the full voting entitlement for that designated account). All forms must be signed and should be returned together in the same envelope.
(e) Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), entitlement to attend and vote at the Meeting and the number of votes which may be cast thereat will be
determined by reference to the register of members of the Company at 6pm. on the day which is two days before the day of the Meeting or adjourned meeting. Changes to entries on the register of
members after that time shall be disregarded in determining the rights of any person to attend and vote at the Meeting.
(f) CREST members wishing to appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system must ensure that, in order for such CREST
Proxy Instruction to be effective, it is received by the issuer’s agent, (ID number RA10) not less than 48 hours before the time fixed for the Meeting or any adjournment thereof, together with any power of
attorney or other authority under which it is sent. For further information relating to the CREST proxy system, please refer to the CREST manual and the notes to the Notice convening the Meeting.
(g) Any alteration made in this form must be initialled by the signatory.
(h) If you submit more than one valid proxy appointment in respect of the same share or shares, the appointment received last before the latest time for the receipt of proxies will take precedence. If the
Company is unable to determine which was received last, none of the proxy appointments in respect of that share or shares shall be valid.
(i) If the appointor is a corporation, this form must be executed under its common seal or under the hand of an officer or attorney duly authorised on its behalf.
(j) In the case of joint holders a vote of the senior joint shareholder who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other holder or holders of the
share(s) and for this purpose seniority shall be determined by the order in which the names stand in the register of members.
scissorscutting
(k) Completion and return of this form does not preclude the shareholder from attending the Meeting and voting in person.
(l) Importantnoticetoholdersofbearersharewarrants: You will not be entitled to attend or vote at the Annual General Meeting unless your Share Warrant is converted to registered form by lodging it with
the Company Secretary not later than 10.00am on 8 March 2010.
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