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Aggreko Plc Proxy Solicitation & Information Statement 2020

Mar 19, 2020

74738_rns_2020-03-19_b29ff3fc-c92f-4104-8ea6-cdbfef9eccec.pdf

Proxy Solicitation & Information Statement

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aggreko

ATTENDANCE CARD – 2020 ANNUAL GENERAL MEETING

For use at the Annual General Meeting of Aggreko plc to be held on Thursday 23 April 2020 at 11.00am at 200 SVS, 200 St Vincent Street, Glasgow G2 SRQ.

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:

You can vote by logging on to https://shares.aggreko.com and following the instructions. You may appoint a proxy at https://shares.aggreko.com instead of using this form.

x

aggreko

FORM OF PROXY – ANNUAL GENERAL MEETING 2020

I/We being a member of Aggreko plc hereby appoint the Chairman of the meeting or (see Note 1)

insert number of shares where relevant (see Note 1(c))

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 23 April 2020 at 11.00am at 200 SVS, 200 St Vincent Street, Glasgow G2 SRQ 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:

Please mark 'X' here if this proxy appointment is one of multiple appointments being made (note 2(c)).

RESOLUTIONS

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

Agre Vote Withheld
1 Receipt of reports and adoption of accounts
2 Approval of Annual Statement and Annual Report on Remuneration
3 Declaration of dividend
4 Election of Sarah Kuijlaars
5 Re-election of Ken Hanna
6 Re-election of Chris Weston
7 Re-election of Heath Drewett
8 Re-election of Dame Nicola Brewer
9 Re-election of Barbara Jeremiah
10 Re-election of Uwe Krueger

RESOLUTIONS

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

Agre Vote Withheld
11 Re-election of Diana Layfield
12 Re-election of Ian Marchant
13 Re-election of Miles Roberts
14 Re-appointment of auditor
15 Authorise Audit Committee to determine remuneration of auditor
16 Authority to allot shares
17 Disapplication of pre-emption rights (customary)*
18 Disapplication of pre-emption rights (enhanced)*
19 Purchase of own shares*
20 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


aggreko

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Date
Thursday 23 April 2020

Location
200 SV5, 200 St Vincent Street, Glasgow G2 5RQ
Tel: +44 (0)141 442 0088

Entrance and registration
Main entrance on St Vincent Street

Times
10.00am registration opens
11.00am AGM starts

Refreshments
10.00am and immediately after the AGM, tea and coffee will be available

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 Link 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 11.00am on Tuesday 21 April 2020.

  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 calculation of the proportion of votes "For" and "Against" a particular 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. Proximity Voting – if you are an institutional investor you may also be able to appoint a proxy electronically via the Proximity platform, www.proximity.io.

  8. 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.

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