Attendance Card
Please bring this card with you to the meeting and present it at shareholder registration/accreditation.
The 2023 Annual General Meeting ("AGM") of Malin Corporation plc (the "Company") will be held in the Conrad Hotel, Earlsfort Terrace, Dublin 2, D02 V562, Ireland on Friday, 10 March 2023, at 10.15 a.m. (or, if later, as soon as practicable after the Extraordinary General Meeting convened for 10.00 a.m. on the same date and at the same place shall have been concluded or adjourned)
Shareholder Reference Number
Form of Proxy - Annual General Meeting ("AGM") to be held on 10 March 2023
Cast your Proxy online 24 hours a day
It's fast, easy and secure! www.eproxyappointment.com
You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN h wn pp agree to certain terms and conditions.
Control Number: 918317 SRN:
ite and PIN:
To view the Notice of AGM and the Company's 2022 Annual Report, log on to www.malinplc.com and refer to the "Reports & Presentations" section of the "Investors" tab.
To be effective, all proxy appointments m st be lodged with the Company's Registrar at:
Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82 or through the
voting website, see above, by 8 March 2023 at 10:15 a.m.
Explanatory Notes:
1. | Notwithstanding any other matter herein, the Company will take all appr priate safety measures as the Directors | |
may in their absolute discretion determine from time to time, and in any individual case, to be necessary or | ||
desirable at, during or prior to the AGM to ensure the sa ety | attendees and thers involved with it and | |
comply with applicable requirements. Such measures may, with | ut limitati n, include the restriction of the | |
number of attendees, and health and/or compliance related checks and requirements. | ||
2. | The process for appointing a proxy now depe ds on the ma | er in which y u h ld your interest in the |
Company shares. All proxy voting instructio s (whether submitted directly or through the Euroclear Bank | ||
system or the CREST system (the latter for those holdi g Crest Depositary Interests (CDIs)) must be received | ||
by the Company's Registrar not less than 48 hours before the time appointed for the AGM or any adjournment | ||
of the AGM. However, persons holding through the Euroclear Ba k system or the CREST system will also | ||
need to comply with any additional voting deadli | es imposed by the respective service offerings. All persons | |
affected are recommended to consult with their stockbroker or other intermediary at the earliest opportunity. If | ||
you hold your shares in unce tificated (elect onic) | m, details on how you can vote at the AGM are available | |
in the Notice of Meeting and on the Company's website. | ||
3. | A shareholder may app | Info |
int m e than ne p oxy to attend, speak, ask questions, vote and demand a poll | ||
or join in demanding a p | ll at the meeting p ovided each proxy is appointed to exercise rights attached to | |
shares held in different secu ities acc unts. To appoint more than one proxy, an additional proxy form(s) may | ||
be obtained by contacting the Registrar's helpline on +353 1 447 5452. Please indicate in the box next to the | ||
proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your | ||
proxy. Please also indicate by ticking the b x provided if the proxy instruction is one of multiple instructions | ||
being given. All forms must be signed and should be returned together. |
4. For shareholdersForwhose name appears on the register of members of the Company (being shareholders holding shares in certificated (paper) form), your proxy may: i. be submitted by telefax to +353 (1) 447 5452, provided it is received in legible form; ii. be submitted electronically, subject to the terms of and conditions of electronic voting, on www.eproxyappointment.com. You will require your Control Number, Shareholder Reference Number (SRN) and PIN number as printed on your Form of Proxy; or iii. be submitted by post to Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland.
5. This Form of Proxy must (i) in the case of an individual member be signed by the appointer or by his/her/its attorney or submitted electronically by the member or his/her/its attorney; or (ii) in the case of a body corporate be executed either under its common seal or signed on its behalf by a duly authorised officer or attorney or submitted electronically in accordance with note 4 above.
- In the case of joint holders, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s) 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.
- If you desire to appoint a proxy other than the Chair of the AGM, please insert the proxy's name in block capitals in the space provided and delete the words "the Chair of the AGM or".
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A proxy (including a substitute proxy) shall be entitled at his or her discretion and without notice to you to (i) nominate and appoint any person to be a substitute proxy for him or her for any of the purposes contemplated by this Form of Proxy with liberty to revoke any such appointment at his or her discretion and/or (ii) replace such substitute proxy with any other person at his or her discretion (each of the foregoing being, a Substitute Proxy). A proxy shall provide any Substitute Proxy with a copy (electronic or otherwise) of this Form of Proxy where possible. A Substitute Proxy shall be bound by, and shall be entitled to act in all respects in accordance with, the terms of this Form of Proxy. All references to 'proxy' shall be deemed to include persons who are Substitute Proxies for the time being. Please indicate how you wish your proxy to vote by marking the appropriate box. You may direct your proxy to vote "For", "Against", to "Abstain" your vote or give him/her/it
"Discretion" to vote as he/she/it wishes by marking as appropriate. If no such specific instructions are given, the proxy will vote or abstain from voting at his/ her/its discretion. The abstain option is provided to enable you to abstain on any particular resolution. It should be noted that a vote cast as abstain is not a vote in law and will not be counted in the calculation of the proportion of votes "For" and "Against" the resolutions. - On any other business which may properly come before the AGM or any adjournment thereof, and whether procedural, administrative and/or substantive in nature (including, without limitation, any motion to amend a resolution or adjourn the AGM) not specified in the Notice of the AGM or this Form of Proxy, the proxy will act at his/her/its discretion.
- If you are appointing a proxy other than the Chair of the AGM or any other officer of the Company, please provide him/her/it with the Attendance Card attached hereto where possible to facilitate his/her/ its attendance.
- Pursuant to the Companies Act 2014 (as amended), entitlement to attend and vote at the AGM and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6.00 p.m. on Monday, 6 March 2023 (or in the case of an adjournment as at close of business on the day immediately preceding the date which falls 72 hours before the date of the adjourned meeting). Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the AGM.
Kindly Note: This form is issued only to the addressee(s) and is specifc to the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services (Ireland) Limited accept no liability for any instruction that does not comply with these conditions.
All Holders
To be completed only at the AGM if a Poll is called.
Vote | Vote | ||||||||||||||||
For | Against Withheld | For | Against Withheld | ||||||||||||||
1. Ordinary Resolution. To receive and consider the fnancial | 4. | Ordinary Resolution. To authorise the Directors to fx the | |||||||||||||||
statements for the year ended 31 December 2022 together | remuneration of the Auditor. | ||||||||||||||||
with the reports of the Directors and Auditor thereon, and to | |||||||||||||||||
review the affairs of the Company. | 5. | Ordinary Resolution. To re-appoint KPMG as Auditor. | |||||||||||||||
2. Ordinary Resolution. To receive and consider the | |||||||||||||||||
6. | Ordinary Resolution. To authorise the Company to allot | ||||||||||||||||
Remuneration Committee's Report for the year ended | |||||||||||||||||
relevant securities. | |||||||||||||||||
31 December 2022. | |||||||||||||||||
7. | Special Resolution. Disapplication of statutory pre-emption | ||||||||||||||||
3. Ordinary Resolutions. To re-appoint the following Directors: | |||||||||||||||||
rights (allotment of up to 5% for cash, other specifed | |||||||||||||||||
a) | Liam Daniel | allotments and for legal/regulatory purposes). | |||||||||||||||
b) | Darragh Lyons | 8. | Special Resolution. To authorise the Company to make | ||||||||||||||
c) | Rudy Mareel | market purchases of own shares. | |||||||||||||||
d) Jean-Michel Cosséry | |||||||||||||||||
e) | Kirsten Drejer | ||||||||||||||||
f) | Christopher Pedrick | Signature | |||||||||||||||
Form of Proxy
Please leave this box blank if you have selected the Chair. Do notPurposesinsert your own name(s).
Please use a black pen. Mark with an X | ||
✘ | ||
inside the box as shown in this example. | ||
You can also instruct your proxy not to vote on a resolution by inserting an "X" in the vote withheld box. | ||
I/We hereby appoint the Chair of the meeting OR the following person |
as my/our proxy, each with the power to appoint a substitute proxy, to attend, speak, vote and demand a ll r a j in in demanding a poll in respect of my/our full voting entitlement* on my/our behalf
on any matter at the Annual General Meeting of Malin Corporation plc to be held in the Con ad Hotel, Earlsf rt Terrace, Dublin 2, D02 V562, Ireland on Friday, 10 March 2023, at 10.15 a.m., (or, if later, as soon as practicable after the Extraordinary General Meeting convened for 10.00 a.m. on the same date and at the same place shall have been concluded or adjourned) and at any adjournment
thereof. I/We direct that my/our vote(s) be cast on the specifed resolutions as indicated by an X in the a | riate box. | |||||||||||||||||||
* For the appointment of more than one proxy, please refer to Explanato y Note 3 (see front). | ||||||||||||||||||||
o Please tick here to indicate that this proxy appointment is one of m ltiple appointments being made. | ||||||||||||||||||||
Vote | Vote | |||||||||||||||||||
For | Against | Withheld | For | Against Withheld | ||||||||||||||||
1. | Ordinary Resolution. To receive and consider the nancial | 4. | Ordinary Resolution. To authorise the Directors to fx the | |||||||||||||||||
statements for the year ended 31 December 2022 together | remuneration of the Auditor. | |||||||||||||||||||
with the reports of the Directors and Auditor thereon, and to | ||||||||||||||||||||
review the affairs of the Company. | 5. | Ordinary Resolution. To re-appoint KPMG as Auditor. | ||||||||||||||||||
2. | Ordinary Resolution. To receive and consider the | |||||||||||||||||||
Remuneration Committee's Report for the year e ded 31 | ||||||||||||||||||||
December 2022. | ||||||||||||||||||||
3. | Ordinary Resolutions. To re-appoint the followi g Directors: | |||||||||||||||||||
Info | ||||||||||||||||||||
SignatureDate
DD / MM / YY
In the case of a body corporate, this proxy must be given under its common seal or be signed on its behalf by an attorney or offcer duly authorised, stating their capacity (e.g. director, secretary).
W K F 1 5 7 2 | 1 0 | M A L I |
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Disclaimer
Malin Corporation plc published this content on 16 February 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 February 2023 07:18:01 UTC.