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Aggreko Plc Proxy Solicitation & Information Statement 2011

May 10, 2011

74738_rns_2011-05-10_a2e53280-cb18-43c8-8887-c73a80766433.pdf

Proxy Solicitation & Information Statement

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aggreko

ATTENDANCE CARD - GENERAL MEETING

For use at the General Meeting of Aggreko plc to be held on Tuesday 5 July 2011 at 4.30 p.m. at the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY.

If you wish to attend this meeting in your capacity as a holder of Ordinary Shares, please sign this card and on arrival hand it to the Company's Registrar. This will facilitate entry to the Meeting.

Barcode:

Signature of person attending

Investor Code:

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as my/our proxy to attend, speak and vote for me/us and on my/our behalf at the General Meeting of Aggreko plc to be held on Tuesday 5 July 2011 at the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY at 4.30 p.m. and at any adjournment thereof.

*Insert number of shares where relevant (see note 1c).

I/we have indicated with a 'X' how I/we wish my/our votes to be cast on the following resolution:

SPECIAL RESOLUTION

Please mark 'X' to indicate how you wish to vote

  1. Approval of sub-division of Existing Ordinary Shares, consolidation and division of Intermediate Ordinary Shares, adoption of New Articles and the purchase by the Company of B Shares (each as defined in the circular to shareholders dated 10 May 2011).

For
Against
Withheld

To assist with arrangements, if you intend attending the meeting in person place a 'X' in this box

Signature

Date

sterling 144827


Access to the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY

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NOTES ON FORM OF PROXY

  1. To appoint as a proxy a person other than the Chairman of the meeting insert the full name in the space provided. A proxy need not be a member of the Company. You can also appoint more than one proxy provided each proxy is appointed to exercise the rights attached to a different share or shares held by you. The following options are available:
    (a) To appoint the Chairman as your sole proxy in respect of all your shares, simply fill in any voting instructions in the appropriate box and sign and date the Form of Proxy.
    (b) To appoint a person other than the Chairman as your sole proxy in respect of all your shares, delete the words 'the Chairman of the meeting or' and insert the name and address of your proxy in the space provided. Then fill in any voting instructions in the appropriate box and sign and date the Form of Proxy.
    (c) To appoint more than one proxy, you may photocopy this form. 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 (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. If you wish to appoint the Chairman as one of your multiple proxies, simply write 'the Chairman of the Meeting'. All forms must be signed and should preferably be returned together in the same envelope.

  2. Unless otherwise indicated the proxy will vote as he thinks fit or, at his discretion, abstain from voting.

  3. The Form of Proxy must be received by post or (during normal business hours only) by hand at Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU accompanied by any Power of Attorney under which it is executed (if applicable) no later than 4.30 p.m. on 3 July 2011.

  4. A corporation must execute the Form of Proxy under either its common seal or the hand of a duly authorised officer or attorney.

  5. In the case of joint holdings, any one holder may sign this form. The vote of the senior joint holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint holding.

  6. The Form of Proxy is for use in respect of the shareholder account specified on the face of the form only and should not be amended or submitted in respect of a different account.

  7. The 'Withheld' option is to enable you to abstain on the special resolution. Such a vote is not a vote in law and will not be counted in the votes 'For' and 'Against' the resolution.

  8. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service, may do so by using the procedures described in the CREST Manual (available via www.euroclear.com/CREST). 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.

  9. In order for a proxy appointment or instruction made using the CREST service 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 instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is 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 Capita Registrars (ID RA10) by 4.30 p.m. on 3 July 2011. 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 Application Host) from which Capita Registrars 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.

  10. 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.

  11. As an alternative to appointing a proxy using the Form of Proxy or CREST, members can appoint a proxy online at http://shares.aggrek.com. In order to appoint a proxy using this website, members will need their personal identification Investor Code. This information is printed in the top right hand corner of this Form of Proxy.

  12. You may not use any electronic address provided in the Form of Proxy to communicate with the Company for any purposes other than those expressly stated.

  13. Completion and return of the Form of Proxy will not preclude you from attending and voting in person at the Meeting should you so wish.

  14. If you prefer, you may return the form of proxy in the enclosed reply paid envelope.