Form of Proxy 2023
THURSDAY 22 JUNE 2023
Whitbread PLC
(incorporated and registered in England and Wales under number 4120344)
Contents
- Attendance card for ordinary shareholders
- Form of Proxy
- Notes relating to the Form of Proxy
Annual General Meeting of Whitbread PLC
Attendance card for ordinary shareholders
The Whitbread PLC AGM will be held at Whitbread Court, Houghton Hall Business Park, Porz Avenue, Dunstable, Bedfordshire, LU5 5XE at 2.00pm on Thursday 22 June 2023 (see map below).
Signature of person attending
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- Travel to the Poynters Road roundabout.
- Take the 3rd exit (Poynters Road) to Houghton Regis.
- Travel to the next roundabout.
- Take the 1st exit into Porz Avenue.
- At the next roundabout take the 3rd exit into Houghton Hall Office Park.
- At the next roundabout take the second exit.
- Whitbread Court is directly in front of you.
By Rail to Whitbread Court
- Leagrave train station is on the main line from London St Pancras.
- Whitbread Court is a ten minute taxi ride from Leagrave train station.
- For more information on train times visit www.thetrainline.com or call 03457 484950
2 Whitbread Form of Proxy 2023
(INCORPORATED AND REGISTERED
IN ENGLAND AND WALES UNDER NUMBER 4120344)
Barcode Investor Code Event Code
Number of shares proxy appointed over
(Please leave this box blank if for your entire voting entitlement.)
Form of proxy
Annual General Meeting of Whitbread PLC convened for Thursday 22 June 2023
I/We hereby appoint the Chairman of the meeting OR the following person Name of proxy
(Please leave this box blank if you have selected the Chairman. Do not insert your own name(s).)
as my/our proxy* to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the Annual General Meeting of the Company to be held at 2.00pm on Thursday 22 June 2023 and at any adjournment thereof. I have indicated with an 'X' how I/we wish my/our votes to be cast on the following resolutions. Unless otherwise instructed, the proxy may vote as he or she sees fit or abstain in relation to the specific resolutions and any other business of the meeting including amendments to resolutions.
If you wish to vote 'For' all the resolutions, in accordance with the Board's recommendation, tick here * If you wish to appoint multiple proxies please see note 2 overleaf and tick here.
Ordinary resolutions
1 To receive the Annual Report and Accounts for the year ended 2 March 2023
and then sign and date the Proxy Card below.
For Against Abstain
2 To approve the Annual Report on Remuneration
3 To declare a final dividend of 49.8 pence per ordinary share 4 To elect Dominic Paul as a director
5 To elect Karen Jones as a director
6 To elect Cilla Snowball as a director
7 To re-elect David Atkins as a director 8 To re-elect Kal Atwal as a director
9 To re-elect Horst Baier as a director
10 To re-elect Fumbi Chima as a director
11 To re-elect Adam Crozier as a director 12 To re-elect Frank Fiskers as a director
13 To re-elect Richard Gillingwater as a director 14 To re-elect Chris Kennedy as a director
15 To re-elect Hemant Patel as a director
16 To reappoint Deloitte LLP as the auditor
17 To authorise the Board, through the Audit Committee, to set the auditor's remuneration 18 To authorise the Company to make political donations
19 To authorise the Board to allot shares
Special resolutions
20 To authorise the disapplication of pre-emption rights
21 To authorise the disapplication of pre-emption rights in connection with an acquisition or specified capital investment
22 To authorise the Company to purchase its own ordinary shares
23 To enable the Company to call general meetings, other than an Annual General Meeting, on reduced notice 24 To approve amendments to the Company's Articles of Association (LIBOR Amendments)
25 To approve amendments to the Company's Articles of Association (General Amendments)
Signature | Date | |
Whitbread Form of Proxy 2023 | 3 |
Notes relating to the Form of Proxy
Annual General Meeting of Whitbread PLC
The Whitbread PLC AGM will be held at Whitbread Court, Houghton Hall Business Park, Porz Avenue, Dunstable, LU5 5XE at 2.00pm on Thursday 22 June 2023.
1 Every holder of ordinary shares has the right to appoint some other person(s), who need not be a shareholder, as his/ her proxy to exercise all or any of his/her rights to access, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box at the top of the form (see reverse) the number of shares in relation to which authority is given to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or, if this Form of Proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
- 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 (see reverse) the number of shares in relation to which authority is given to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed or sealed in accordance with note 5 below and should be returned together in the same envelope. No proxy may be authorised to exercise votes which any other proxy has been authorised to exercise.
- The 'Abstain' option is provided to enable a shareholder to abstain on any particular resolution. It should be noted that an abstention is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.
- This Form of Proxy is for registered shareholders and must reach the Company's registrars not later than 2.00pm on Tuesday 20 June 2023 or, in the case that the meeting is adjourned, not less than 48 hours before the time appointed for the adjourned meeting (excluding non- working days).
- You, or your attorney duly authorised in writing, must sign and date the Form of Proxy where indicated. In the case of a corporation, the form must either be executed with the company seal or signed by an authorised officer whose capacity should be stated.
- 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 shareholders in respect of the joint holding.
- The completion and return of this form will not in itself preclude a shareholder from attending the meeting and voting in person or attending the meeting electronically and voting via the online platform live at the AGM.
- The completed Form of Proxy, together with any power of attorney or other authority under which it is signed, or a duly certified copy thereof, should be returned to Link Group, Whitbread Share Register, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL not later than 2.00pm on Tuesday 20 June 2023 or, in the case that the meeting is adjourned, not less than 48 hours before the time appointed for the adjourned meeting (excluding non-working days).
- If you would like to submit your proxy via the internet, you can do so by accessing the Share Portal at www.whitbread-shares.com and selecting the proxy voting link. If you have not previously registered to use the Share Portal you will first be asked to register as a new user for which you will require your Investor Code (printed overleaf), family name and postcode to log in. You can access this site from any internet- enabled computer.
10. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number RA10) not later than 2.00pm on Tuesday 20 June 2023 or, in the case that the meeting is adjourned, not less than 48 hours before the time appointed for holding the adjourned meeting (excluding non-working days). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. CREST personal members or other CREST sponsored members and those CREST members who have appointed a service provider(s) should contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST. For further information on CREST procedures please refer to the CREST manual. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.
4 Whitbread Form of Proxy 2023
Attachments
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Disclaimer
Whitbread plc published this content on 18 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 May 2023 17:18:08 UTC.