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Form of Proxy - Prudential plc

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<strong>Prudential</strong> <strong>plc</strong> (the Company)<br />

Annual General Meeting 2011 (the Meeting)<br />

<strong>Form</strong> <strong>of</strong> <strong>Proxy</strong> - IRISH BRANCH REGISTER<br />

Before completing this form, please read the explanatory notes on reverse<br />

IVC:<br />

I/We, being a member <strong>of</strong> the Company, hereby appoint the Chairman <strong>of</strong> the Meeting OR the following person (see note 2 on reverse)<br />

as my/our proxy to exercise all or any <strong>of</strong> my/our rights to attend, speak and vote for me/us on my/our behalf at the Annual General Meeting <strong>of</strong> the Company to be held on 19 May 2011<br />

at 11.00am and at any adjournment there<strong>of</strong>. I/We have indicated how I/we wish my/our proxy to vote on the following resolutions by marking the appropriate boxes like this X .<br />

I/We further authorise my/our proxy to vote on any other resolutions that may properly be put to the Meeting as my/our proxy thinks fit. If no indication is given, the proxy will vote or<br />

abstain at his/her discretion.<br />

1<br />

To receive the Directors’ Report and the<br />

Financial Statements<br />

2 To approve the Directors’ remuneration Report<br />

For<br />

Against<br />

Vote<br />

Withheld Discretionary<br />

16 To re-elect Ms Kathleen O’Donovan as a director<br />

17 To re-elect Mr Barry Stowe as a director<br />

For<br />

Against<br />

Vote<br />

Withheld Discretionary<br />

3 To declare a final dividend<br />

4 To elect Sir Howard Davies as a director<br />

5 To elect Mr John Foley as a director<br />

6 To elect Mr Paul Manduca as a director<br />

7 To elect Mr Michael Wells as a director<br />

8 To re-elect Mr Keki Dadiseth as a director<br />

9 To re-elect Mr Robert Devey as a director<br />

10 To re-elect Mr Michael Garrett as a director<br />

11 To re-elect Ms Ann Godbehere as a director<br />

12 To re-elect Mrs Bridget Macaskill as a director<br />

13 To re-elect Mr Harvey McGrath as a director<br />

14 To re-elect Mr Michael McLintock as a director<br />

15 To re-elect Mr Nicolaos Nicandrou as a director<br />

18 To re-elect Mr Tidjane Thiam as a director<br />

19 To re-elect Lord Turnbull as a director<br />

20 To re-appoint KPMG Audit Plc as auditor<br />

21<br />

To authorise the directors to determine the<br />

amount <strong>of</strong> the auditor’s remuneration<br />

22 Renewal <strong>of</strong> authority to make political donations<br />

23 Renewal <strong>of</strong> authority to allot ordinary shares<br />

24<br />

Extension <strong>of</strong> authority to allot ordinary shares to<br />

include re-purchased shares<br />

25<br />

Renewal <strong>of</strong> authority for disapplication <strong>of</strong><br />

pre-emption rights<br />

26 Renewal <strong>of</strong> authority for purchase <strong>of</strong> own shares<br />

27<br />

Renewal <strong>of</strong> authority in respect <strong>of</strong> notice for<br />

general meetings<br />

28<br />

To authorise the change in the rules <strong>of</strong> the <strong>Prudential</strong><br />

International Savings Related Share Option Scheme<br />

29<br />

To authorise the change in the rules <strong>of</strong> the <strong>Prudential</strong><br />

International Assurance Sharesave Plan<br />

Please tick here if the appointment being made by this <strong>Form</strong> <strong>of</strong> <strong>Proxy</strong> is one <strong>of</strong> multiple appointments being made (see note 3 overleaf).<br />

Signature<br />

<strong>Prudential</strong> <strong>plc</strong> (the Company)<br />

Holder Ref:<br />

Date<br />

ATTENDANCE FORM<br />

Annual General Meeting 2011<br />

at The Queen Elizabeth II Conference Centre,<br />

Broad Sanctuary, Westminster,<br />

London SW1P 3EE on 19 May 2011 at 11.00am<br />

Signature <strong>of</strong> Shareholder________________________________________<br />

To be completed if you are a proxy<br />

Name <strong>of</strong> proxy (Block letters)_ ____________________________________<br />

Please do not post this section <strong>of</strong> the form but present it personally to<br />

gain admittance at the meeting.<br />

Number <strong>of</strong> shares in respect <strong>of</strong> which the proxy is appointed_____________<br />

Signature_____________________________________________________


<strong>Prudential</strong> <strong>plc</strong> (the Company)<br />

Annual General Meeting 2011 (the Meeting)<br />

Notes<br />

1. The Annual General Meeting will be held at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE on 19 May 2011 at 11.00am. If you wish<br />

to attend please bring your attendance form.<br />

2. If you wish to vote at the Annual General Meeting but are unable to attend in person, you may appoint a proxy to exercise all or any <strong>of</strong> your rights to attend and to speak and vote<br />

on your behalf by completing the <strong>Form</strong> <strong>of</strong> <strong>Proxy</strong> overleaf. If you wish to appoint a proxy other than the Chairman, you should delete the words ‘the Chairman <strong>of</strong> the Meeting’ and<br />

enter the name <strong>of</strong> the proxy into the appropriate space on the <strong>Form</strong> <strong>of</strong> <strong>Proxy</strong> overleaf. If you sign and return the <strong>Form</strong> <strong>of</strong> <strong>Proxy</strong> with no name inserted in the box, the Chairman <strong>of</strong><br />

the Meeting will be deemed to be your proxy.<br />

3. You may appoint more than one proxy provided that each proxy is appointed in respect <strong>of</strong> the rights attached to a different share or shares held by you. You may not appoint more<br />

than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please contact Capita Registrars (Ireland) Limited on +353 1 810 2400 to request<br />

further <strong>Form</strong>s <strong>of</strong> <strong>Proxy</strong>. Alternatively, you may photocopy this <strong>Form</strong> <strong>of</strong> <strong>Proxy</strong>. Please indicate in the box next to the proxy holder’s name the number <strong>of</strong> shares in relation to which<br />

they are entitled to act as your proxy. Please also indicate by ticking the box at the end <strong>of</strong> the <strong>Form</strong> <strong>of</strong> <strong>Proxy</strong> if the proxy instruction is one <strong>of</strong> multiple instructions being given. All<br />

forms must be signed and should be returned together in the same envelope.<br />

4. A proxy need not be a member <strong>of</strong> the Company. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the Meeting<br />

and are aware <strong>of</strong> your voting intentions. Appointment <strong>of</strong> a proxy does not preclude a member from attending the Meeting and voting in person.<br />

5. If you want your proxy to vote in a certain way on the resolutions specified please place a mark in the relevant boxes. If you select ‘Discretionary’ or fail to select any <strong>of</strong> the given<br />

options your proxy can vote as he or she chooses or can decide not to vote at all. The proxy can also do this on any additional or amended resolution that is put to the Meeting.<br />

6. The ‘Vote withheld’ option is provided to enable you to abstain on any particular resolution. However it should be noted that a vote withheld is not a vote in law and will not be<br />

counted in the calculation <strong>of</strong> the proportion <strong>of</strong> the votes ‘For’ and ‘Against’ a resolution.<br />

7. If your proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder’s name the number <strong>of</strong> shares in relation to which<br />

they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect <strong>of</strong> your full voting entitlement (or if this proxy form has been issued in<br />

respect <strong>of</strong> a designated account for a shareholder, the full voting entitlement for that designated account).<br />

8. The attention <strong>of</strong> joint holders is directed to the following extract from the Articles <strong>of</strong> Association <strong>of</strong> the Company: ‘In the case <strong>of</strong> joint holders <strong>of</strong> a share, the vote <strong>of</strong> the senior who<br />

tenders a vote, whether in person or by proxy, shall be accepted to the exclusion <strong>of</strong> the votes <strong>of</strong> the other joint holders. For this purpose seniority shall be determined by the order<br />

in which the names <strong>of</strong> the holders stand in the register.’<br />

9. To appoint a proxy using the <strong>Form</strong> <strong>of</strong> <strong>Proxy</strong> overleaf, the form and any power <strong>of</strong> attorney or any other authority (or a copy <strong>of</strong> such authority certified notarially) under which it is signed<br />

must be: (i) completed and signed; (ii) sent to Capita Registrars (Ireland) Limited, Unit 5, Manor Street Business Park, Manor Street, Dublin 7; and (iii) received by Capita Registrars<br />

(Ireland) Limited not later than 5:00pm on 16 May 2011.<br />

A corporation is requested to complete this form either by sealing it or by signing under the hand <strong>of</strong> its attorney or duly authorised <strong>of</strong>ficer.<br />

2010 final cash dividend<br />

The timetable for the 2010 final dividend is as follows:<br />

9 March 2011 Announcement <strong>of</strong> 2010 full year audited results and final dividend<br />

30 March 2011 Ordinary shares quoted ex dividend<br />

1 April 2011 Record date for the 2010 final dividend<br />

25 May 2011 Dividend cheques posted<br />

26 May 2011 Dividend payment date

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