FORESIGHT VCT PLC FORESIGHT 2 VCT PLC ... - Foresight Group
FORESIGHT VCT PLC FORESIGHT 2 VCT PLC ... - Foresight Group
FORESIGHT VCT PLC FORESIGHT 2 VCT PLC ... - Foresight Group
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Notes:<br />
1 None of the directors has a service contract. Each director has an appointment letter with the Company, a<br />
copy of which will be available for inspection at the meeting.<br />
2. To be entitled to attend and vote at the meeting (and for the purposes of the determination by the Company of<br />
the votes they may cast in accordance with Regulation 41 of the Uncertified Securities Regulation 2001),<br />
members must be registered in the register of members of the Company at 5.00 p.m. on 28 September 2011<br />
(or, in the event of any adjournment, 5.00 p.m. on the date which is two days before the date of the adjourned<br />
meeting). Changes to the register of members of the Company after the relevant deadline shall be disregarded<br />
in determining the rights of any person to attend and vote at the meeting.<br />
3. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend, speak<br />
and vote on his or her behalf. A proxy need not also be a member but must attend the meeting to represent the<br />
member. Details of how to appoint the chairman of the meeting or another person as a proxy using the form of<br />
proxy are set out in the notes on the form of proxy. If a member wishes a proxy to speak on the member’s<br />
behalf at the meeting the member will need to appoint their own choice of proxy (not the chairman) and give<br />
their instructions directly to them.<br />
4. A member may appoint more than one proxy provided each proxy is appointed to exercise rights attached to<br />
different shares. A member may not appoint more than one proxy to exercise rights attached to any one share.<br />
To appoint more than one proxy, (an) additional form(s) of proxy should be obtained by contacting the<br />
Company’s registrar, Computershare Investor Services <strong>PLC</strong> between 9.00 a.m. and 5.00 p.m. (GMT) Monday<br />
to Friday (except UK public holidays) on telephone number 0870 703 6383 or, if telephoning from outside the<br />
UK, on +44 870 703 6383. Calls to Computershare Investor Services <strong>PLC</strong> helpline (0870 703 6383) are<br />
charged at national rates. Further details will be available from your service provider. Calls to the helpline from<br />
outside the UK will be charged at applicable international rates. Different charges may apply to calls from<br />
mobile telephones and calls may be recorded and randomly monitored for security and training purposes. For<br />
legal reasons, Computershare Investor Services <strong>PLC</strong> will be unable to give advice on the merits of the<br />
proposals or provide financial, legal, tax or investment advice. A member should indicate in the box next to the<br />
proxy holder’s name the number of shares in relation to which the proxy is authorised to act as the member’s<br />
proxy. A member should also indicate by ticking the box provided if the proxy instruction is one of multiple<br />
instructions being given.<br />
5. A form of proxy is attached at the end of this document and a reply paid envelope is enclosed. To be valid, the<br />
form of proxy should be lodged with the Company’s registrar, Computershare Investor Services <strong>PLC</strong>, The<br />
Pavilions, Bridgwater Road, Bristol BS99 6ZY so as to be received not later than 9.35 a.m. on 28 September<br />
2011 or 48 hours before the time appointed for any adjourned meeting or, in the case of a poll taken<br />
subsequent to the date of the meeting or adjourned meeting, so as to be received no later than 24 hours<br />
before the time appointed for taking the poll. A member may also return a proxy form in their own envelope<br />
using the address: Computershare Investor Services <strong>PLC</strong>, The Pavilions, Bridgwater Road, Bristol BS99 6ZY.<br />
6. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment<br />
service may do so for the General Meeting to be held on the above date and any adjournment(s) thereof by<br />
using the procedures described in the CREST Manual. CREST Personal Members or other CREST<br />
sponsored members, and those CREST members who have appointed a voting service provider(s), should<br />
refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on<br />
their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the<br />
appropriate CREST message (a ‘‘CREST Proxy Instruction’’) must be properly authenticated in accordance<br />
with Euroclear UK & Ireland Limited’s specifications and must contain the information required for such<br />
instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the<br />
appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in<br />
order to be valid, be transmitted so as to be received by the Company’s agent (ID:3RA50) by the latest time(s)<br />
for receipt of proxy appointments specified in Note 5 above. For this purpose, the time of receipt will be taken<br />
to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from<br />
which the Company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by<br />
CREST. After this time any change of instructions to proxies appointed through CREST should be<br />
communicated to the appointee through other means. CREST members and, where applicable, their CREST<br />
sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available<br />
special procedures in CREST for any particular messages. Normal system timings and limitations will<br />
therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST<br />
member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or<br />
has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s)<br />
take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST<br />
system by any particular time. In this connection, CREST members and, where applicable, their CREST<br />
sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual<br />
concerning practical limitations of the CREST system and timings. The Company may treat as invalid a<br />
CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities<br />
Regulations 2001.<br />
7. As at 5 September 2011 (being the last business day prior to the publication of this notice), the Company’s<br />
issued voting Planned Exit Share capital was 6,179,833 Planned Exit Shares each carrying one vote each.<br />
Therefore, the total voting Planned Exit Share rights in the Company as at 5 September 2011 were 6,179,833.<br />
36