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Aggreko Plc Proxy Solicitation & Information Statement 2014

Mar 21, 2014

74738_rns_2014-03-21_97e23352-4b83-4b62-bef4-39eed96b3c93.pdf

Proxy Solicitation & Information Statement

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aggreko

ATTENDANCE CARD – 2014 ANNUAL GENERAL MEETING

For use at the Annual General Meeting of Aggreko plc to be held on Thursday 24 April 2014 at 11.00 a.m. at the Grand Central Hotel, 99 Gordon Street, Glasgow G1 3SF.

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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.

Signature of person attending:
Barcode:
Investor Code:

aggreko

FORM OF PROXY – 2014 ANNUAL GENERAL MEETING

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as my/our proxy to attend, speak and vote for me/us and on my/our behalf at the Annual General Meeting of Aggreko plc to be held on Thursday 24 April 2014 at 11.00 a.m. at the Grand Central Hotel, 99 Gordon Street, Glasgow G1 3SF and at any adjournment thereof. I/We have indicated with an 'X' how I/we wish my/our votes to be cast on the following resolutions:

RESOLUTIONS For Against Withheld
Please mark 'X' to indicate how you wish to vote
1. Receipt of Reports and adoption of Accounts
2. Approval of Remuneration Policy
3. Approval of Remuneration Report
4. Declaration of Dividend
5. Election of Mr I D Marchant
6. Re-election of Mr K G Hanna
7. Re-election of Mr A G Cockburn
8. Re-election of Mr D Das
9. Re-election of Mr A Satrazemis
10. Re-election of Mr D J B Taylor-Smith
11. Re-election of Mr R J King
RESOLUTIONS For Against Withheld
--- --- --- ---
Please mark 'X' to indicate how you wish to vote
12. Re-election of Ms D L P Layfield
13. Re-election of Mr R J MacLeod
14. Re-election of Ms R A K McDonald
15. Re-appointment of auditor
16. Authorise Audit Committee to determine remuneration of auditor
17. Authority to allot shares
18. Directors' fees
19. Disapplication of pre-emption rights+
20. Purchase of own shares+
21. General meetings on 14 clear days' notice+

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

+Special Resolution

Signature

Date


The Grand Central Hotel, 99 Gordon Street, Glasgow G1 3SF
Tel: +44 (0)141 240 3700

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BY PLANE:

From Glasgow International Airport: A taxi will take approximately 15 minutes. There is also a bus service operated by First Glasgow number 500. This service stops near Central Station, with a journey time of approximately 35 minutes.

From Prestwick International Airport: A taxi will take approximately 45 minutes. There is also a train station at the airport. Trains arrive into Central Station, with a journey time of approximately 45 minutes.

The Grand Central Hotel is located in Glasgow City Centre, next to Central Station, on the corner of Hope Street and Gordon Street.

BY CAR:

From the M8 Eastbound: Exit the M8 at Junction 18 onto Bothwell Street. Continue along Bothwell Street, turning right onto Wellington Street. Continue down Wellington Street to the traffic lights on Argyle Street. Turn left onto Argyle Street and continue until you reach the traffic lights in front of Central Station Bridge. At the traffic lights turn left onto Hope Street. The Grand Central Hotel is 200 metres on the right hand side.

From the M8 Westbound: Exit the M8 at Junction 19. Turn left at the traffic lights onto Argyle Street. Continue along Argyle Street until you reach the traffic lights in front of Central Station Bridge. At the traffic lights turn left onto Hope Street. The Grand Central Hotel is 200 metres on the right hand side.

Parking: The NCP Car Park on Oswald Street is the closest car park to the Grand Central Hotel. On-street parking is also available; charges apply.

BY TRAIN:

From Queen Street Station: Take the George Square exit, walk down George Square, turn right onto St Vincent Place, turn left onto Hope Street and the Grand Central Hotel is located 100 metres on the left hand side. It's approximately a 10 minute walk or 5 minute taxi journey.

From Central Station: Head for the Hope Street/Gordon Street exit. The Grand Central Hotel has an entrance in the station concourse near this exit.

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 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 of 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 (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 of Proxy must be signed and should preferably be returned together in the same envelope.

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

  2. The Form of Proxy must arrive at Capita Asset Services, Shareholder Solutions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by post or (during normal business hours only) by hand accompanied by any Power of Attorney under which it is executed (if applicable) no later than 11.00 a.m. on Tuesday 22 April 2014.

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

  4. 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.

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

  6. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual.

  7. 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.

  8. If you prefer, you may return the Form of Proxy in the enclosed reply paid envelope.