ANNUAL REPORT 2011 AVESCO GROUP PLC www.avesco.com


65


NOTES:


1. A member entitled to vote at the Meeting 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. The proxy need not be a member of the Company. A form of proxy is enclosed with this Notice for use at the Meeting. 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 the member. If a member wishes to appoint more than one proxy and so requires additional proxy forms, the member should contact the registrars of the Company, Capita 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, on +44 208 639 3399.


2. To be valid, the form of proxy (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 or otherwise received by the office of the registrars of the Company, Capita Registrars, PXS, 34 Beckenham Road, Beckenham, BR3 4TU to be received not less than 48 hours (Saturdays, Sundays and public holidays excluded) before the time fixed for the Meeting or any adjournment thereof. Alternatively, a member may appoint a proxy electronically by following the procedure set out in the form of proxy. Completion and return of the form of proxy will not preclude shareholders from attending or voting at the Meeting in person.


3. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising 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. In order for a proxy appointment 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 & Ireland Limited’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it relates to the appointment of a proxy or to 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 issuer’s agent (ID RA10) by the latest time(s) for receipt of proxy appointments specified above. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. 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. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy 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 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 system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.


4. The Company specifies, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, that only those shareholders registered on the register of members of the Company as at 6.00pm on 8 March 2012 (or, if the Meeting is adjourned, at 6.00pm on the day two days prior to the adjourned meeting (Saturdays, Sundays and public holidays excluded) shall be entitled to attend or vote at the Meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after 6.00pm on 8 March 2012 shall be disregarded in determining the rights of any person to attend and vote at the Meeting.


5. If the Chairman, as a result of any proxy appointments, is given discretion as to how the votes the subject of those proxies 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 he has a notifiable obligation under the Disclosure and Transparency Rules, the Chairman will make the necessary notifications to the Company and the Financial Services Authority. As a result, any member 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 Disclosure and Transparency Rules, need not make a separate notification to the Company and the Financial Services Authority.


6. The following documents are available for inspection by members at the registered office of the Company on weekdays (Saturdays, Sundays and public holidays excluded) during normal business hours, and will be available at the place of the Meeting from not less than 15 minutes before the Meeting to its conclusion:


(i) copies of the Directors' contracts of service and letters of appointment; and


(ii) a copy of the Company’s articles of association.


7. If you have sold or otherwise transferred all of your ordinary shares, please forward this document, together with the accompanying form of proxy, at once to the purchaser or transferee or the bank, stockbroker, or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.


8. Important notice to holders of bearer share warrants: 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 9.30am on 7 March 2012.


9. Corporate representatives have the same rights to attend and vote at the Meeting as the shareholder that appointed them could have exercised if it were an individual member (provided, in the case of multiple corporate representatives of the same corporate shareholder, they are appointed in respect of different shares owned by the corporate shareholder or, if they are appointed in respect of those same shares, they vote those shares in the same way). To be able to attend and vote at the Meeting, corporate representatives will be required to produce prior to their entry to the Meeting evidence satisfactory to the Company of their appointment. Corporate shareholders can also appoint one or more proxies in accordance with Notes 1 and 2 and if relevant, Note 3 above. Corporate shareholders should be aware that the arrangements put in place at previous meetings to facilitate voting by corporate representatives have now been withdrawn following changes to the statutory rules for corporate representatives. Please note, however, that if multiple corporate representatives purport to vote the same block of shares in different ways, they will be treated as not having voted.


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