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ABI SAB GROUP HOLDING LIMITED Regulatory Filings 2014
75031_rns_2014-06-25_9fca2ba3-8c57-4d15-8181-7b117b90d335.pdf
Regulatory Filings
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SABMiller plc Annual General Meeting Form of Proxy
SAB MILLER
You can register your proxy appointment online at www.sharevote.co.uk using the above numbers
We the undersigned, being (a) member(s) of SABMiller plc (the Company), hereby appoint (see note 1 overleaf)
or, failing him or her, the Chairman of the Meeting to act as my/our proxy to vote for me (us) on my (our) behalf at the Annual General Meeting of the Company to be held at the InterContinental London Park Lane, One Hamilton Place, Park Lane, London W1J 7QY, England on Thursday, 24 July 2014 at 11.00am (London time) and at any adjournment thereof.
Please tick this box if you are appointing more than one proxy ☐
Please indicate with an 'X' in the appropriate box below how your proxy should vote and then sign in the space provided. Your proxy may vote or abstain from voting at his or her discretion on any resolution where no specific direction as to voting is given and on any other business which is properly put before the meeting. If the Chairman of the Meeting is appointed as proxy and no specific direction as to voting is given, the Chairman will vote in favour of the below resolutions.
Resolutions Please mark 'X' to indicate how you wish to vote
| Ordinary Resolutions | For | Against | Withheld | For | Against | Withheld | |
|---|---|---|---|---|---|---|---|
| 1. To receive and adopt the financial statements for the year ended 31 March 2014, together with the reports of the directors and auditors therein. | ☐ | ☐ | ☐ | 15. To re-elect Ms H A Weir as a director of the Company. | ☐ | ☐ | ☐ |
| 2. To receive and, if thought fit, approve the Directors' Remuneration Report 2014, other than the Directors' Remuneration Policy, contained in the Annual Report for the year ended 31 March 2014. | ☐ | ☐ | ☐ | 16. To re-elect Mr H A Willard as a director of the Company. | ☐ | ☐ | ☐ |
| 3. To receive and, if thought fit, approve the the Directors' Remuneration Policy contained in the Annual Report for the year ended 31 March 2014. | ☐ | ☐ | ☐ | 17. To re-elect Mr J S Wilson as a director of the Company. | ☐ | ☐ | ☐ |
| 4. To re-elect Mr M H Armour as a director of the Company. | ☐ | ☐ | ☐ | 18. To declare a final dividend of 80 US cents per share. | ☐ | ☐ | ☐ |
| 5. To re-elect Mr G C Bible as a director of the Company. | ☐ | ☐ | ☐ | 19. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company, to hold office until the conclusion of the next general meeting at which accounts are laid. | ☐ | ☐ | ☐ |
| 6. To re-elect Mr A J Clark as a director of the Company. | ☐ | ☐ | ☐ | 20. To authorise the directors to determine the remuneration of the auditors. | ☐ | ☐ | ☐ |
| 7. To re-elect Mr D S Devitre as a director of the Company. | ☐ | ☐ | ☐ | 21. To give a general power and authority to the directors to allot shares. | ☐ | ☐ | ☐ |
| 8. To re-elect Mr G R Elliott as a director of the Company. | ☐ | ☐ | ☐ | 22. To adopt the SABMiller plc Employee Share Purchase Plan. | ☐ | ☐ | ☐ |
| 9. To re-elect Ms L M S Knox as a director of the Company. | ☐ | ☐ | ☐ | 23. To adopt the SABMiller plc Sharesave Plan. | ☐ | ☐ | ☐ |
| 10. To re-elect Mr P J Manser as a director of the Company. | ☐ | ☐ | ☐ | 24. To authorise the directors to establish supplements or appendices to the SABMiller plc Employee Share Purchase Plan or the SABMiller plc Sharesave Plan. | ☐ | ☐ | ☐ |
| 11. To re-elect Mr J A Manzoni as a director of the Company. | ☐ | ☐ | ☐ | Special Resolutions | ☐ | ☐ | ☐ |
| 12. To re-elect Dr D F Moyo as a director of the Company. | ☐ | ☐ | ☐ | 25. To give a general power and authority to the directors to allot shares for cash otherwise than pro rata to all shareholders. | ☐ | ☐ | ☐ |
| 13. To re-elect Mr C A Pérez Dávila as a director of the Company. | ☐ | ☐ | ☐ | 26. To give a general authority to the directors to make market purchases of ordinary shares of US$0.10 each in the capital of the Company. | ☐ | ☐ | ☐ |
| 14. To re-elect Mr A Santo Domingo Dávila as a director of the Company. | ☐ | ☐ | ☐ | 27. To approve the calling of general meetings, other than an annual general meeting, on not less than 14 clear days' notice. | ☐ | ☐ | ☐ |
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Signature
Date
4079-001-S
Please refer to the important notes overleaf
SABMiller plc Annual General Meeting Notes
SAB MILLER
Notes in respect of the Form of Proxy
- "If you wish to appoint any person other than the Chairman as your proxy, insert his or her name and address in the space provided, delete 'or falling him or her the Chairman of the Meeting' and initial the alteration.
Please enter the number of shares your proxy is authorised to represent. If this box is left blank your proxy will represent your total holding.
To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
The person(s) appointed to act as proxy or proxies need not be members of the Company. Your proxy may vote or abstain from voting at his or her discretion on any resolution where no specific direction as to voting is given and on any other business which is properly put before the meeting. If the Chairman of the Meeting is appointed as proxy and no specific direction as to voting is given, the Chairman will vote in favour of the resolutions overleaf.
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The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against'.
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In the case of a corporation, the Form of Proxy must be expressed to be executed by the corporation and executed under its common seal or the hand of a duly authorised attorney or a duly authorised agent or officer of the corporation.
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In the case of joint holders, the vote of the senior holder tendering a vote will be accepted to the exclusion of the votes of the other joint holders. Seniority depends on the order in which the names stand in the register of members.
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To be effective, this Form of Proxy and any power of attorney or other written authority under which it is signed (or a notarially certified or office copy of such power or authority) must reach the office of the Company's registrars, Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA no later than 11.00am (London time) on 22 July 2014. Proxy appointments can also be made online at www.sharevote.co.uk using your Voting ID, Task ID and Shareholder Reference Number detailed overleaf.
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Alternatively, if your shares are held through CREST, you may submit your proxy appointment via the CREST electronic proxy service. To do so, please refer to the Notes to the Notice of Annual General Meeting.
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Completion and return of the Form of Proxy will not preclude you from attending and voting in person at the Annual General Meeting should you subsequently decide to do so.