THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt about the course of action to take, you should consult your stockbroker, solicitor, accountant or other professional advisor.
iShares Public Limited Company
(Registered in Ireland (Xetra: A0Q8L3 - news) as an umbrella type investment company with variable capital
and having segregated liability between its funds)
2012 Annual General Meeting
6 July 2012
If you have sold or transferred your shares in the Company please pass this document at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee as soon as possible.
Registered Office: J.P. Morgan House, I.F.S.C., Dublin 1, Ireland.
Company Registration Number:319052
Directors: William Roberts (British but Irish resident); John Donohoe; Nicholas C.D. Hall (British); Liam Miley; Desmond Murray; Barry O'Dwyer; Geoffrey D. Radcliffe (British but Luxembourg resident); Mark Stockley (British)
iSHARES PUBLIC LIMITED COMPANY (the "Company")
6th July, 2012
Dear Shareholder
Annual General Meeting
Attached is the notice of the 2012 annual general meeting of the Company (the "AGM") and a form of proxy for those shareholders who are unable to attend the AGM (or any adjournment thereof) and who may wish to vote on the AGM resolutions.
Please note that you are only entitled to vote at the AGM if you are a registered shareholder. If you have invested in the Company through a broker/dealer/other intermediary please contact this entity to confirm your right to vote.
Resolutions 1, 2 and 3
Resolutions 1, 2 and 3 deal with the normal matters to be attended to at an AGM namely, the receipt and consideration of the annual accounts, the re-appointment of auditors, the authorisation of the Directors to fix the remuneration of the auditors in accordance with the Articles of Association of the Company.
Resolutions 4, 5, 6, 7, 8, 9, 10 and 11
Resolutions 4, 5, 6, 7, 8, 9, 10 and 11 deal with the re-appointment of directors in accordance with the Company's Articles of Association and also section B.7.1 of the UK Corporate Governance Code published in June 2010. Messrs. John Donohoe, Nicholas Hall, Liam Miley, Desmond Murray, Barry O'Dwyer, Geoffrey Radcliffe, Mark Stockley and I will stand for re-election. I can confirm that following formal performance evaluation, the Board performance continues to be effective and the directors continue to demonstrate commitment to their roles as non-executive directors, including commitment of the necessary time for board and committee meetings and other duties. Biographical details of the directors seeking re-election are set out in the Appendix I to this letter. Additionally I can confirm that the Board seeks to continue to have three independent non-executive directors and to be in full compliance of section B1.2 of the UK Corporate Governance Code June 2010 in respect of the requirement for a minimum of two independent directors for smaller companies.
Resolutions 12 and 13
Resolutions 12 and 13 propose to amend the Memorandum of Association and adopt new Articles of Association which take account of legislative and regulatory developments, and consistency changes with other companies in the iShares range. Details of the proposed changes are set out in the Appendix II hereto.
Recommendation
The Board believes that the resolutions to be proposed at the AGM are in the best interests of the Company and the shareholders as a whole and, accordingly, the Directors strongly recommend that you vote in favour of the resolutions at the AGM.
Yours faithfully
William Roberts - Chairman
Appendix 1
Biographies of directors standing for re-election
William Roberts (Chairman), (British nationality, Irish resident): Mr Roberts was admitted as a lawyer in Scotland, Hong Kong, Bermuda and the Cayman Islands. From 1990 to 1999, he was Senior Assistant (1990-1994) and then Partner (1994-1999) with W.S. Walker ∓ Company where he concentrated on collective investment vehicle formation and provided ongoing vehicle advice with particular focus on hedge and private equity funds. From 1996 to 1999 he served as a director of the Cayman Islands Stock Exchange. Between 1998 and 2000, he was Secretary to the International Bar Associations' sub-committee on specialised investment funds. Currently Mr Roberts serves as a director to several investment companies and investment management companies domiciled in Ireland.
John Donohoe (Irish): Mr Donohoe is CEO and Principal of Carne Global Financial Services Limited, a leading Funds Governance specialist within the global asset management industry. He has over twenty years experience in the financial services industry holding senior positions with Deutsche Bank (Xetra: 514000 - news) (a managing director), State Street (NYSE: STT - news) and KPMG. He has served as an executive/non-executive director on various Deutsche Bank boards, including Deutsche International (Ireland) Limited, Morgan Grenfell ∓ Co Limited (Deutsche's UK investment bank), Deutsche Trustees (UK) Limited and The WM Company Limited. Mr Donohoe spent 12 years with Deutsche Bank, where he rose to become CEO, Europe (Chicago Options: ^REURUSD - news) , Asia and Offshore, Deutsche Global Fund Services. Prior to establishing Carne, Mr Donohoe was a Senior Vice-President of State Street. Mr Donohoe qualified as a Chartered Accountant with KPMG. He is a Fellow of the Institute of Chartered Accountants and holds a First Class Honours Degree in Accounting ∓ Finance from Dublin City University.
Nicholas C.D. Hall (British): Mr Hall was, until he retired in May 2009, General Counsel of BlackRock International (previously known as Merrill Lynch Investment Managers International) based in London which position he held from his appointment in August 1998. He joined the Group in 1983. He was educated at St. Catharine's College, Cambridge (SES: E2:J91U.SI - news) graduating with a MA (Law) degree in 1975. He qualified as a solicitor in England and Wales in 1978 and in Hong Kong in 1987. He is a non-executive director of BlackRock Investment Management (UK) Limited, BlackRock Advisors (UK) Limited, BlackRock International Limited, BlackRock Life Limited, Chairman of the Board of BlackRock Global Funds and serves on the Boards of a number of other BlackRock (NYSE: BLK - news) entities and sponsored funds.
Liam Miley (Irish): Mr Miley joined BlackRock in January 2012 and is a Managing Director within the Financial Markets Advisory Group EMEA region, with a focus on BlackRock's business in Ireland. Prior to joining BlackRock, Mr Miley served with LBBW Asset Management (Ireland) plc for 12 years, initially as Head of Credit, and since 2002 as Managing Director. LBBWI, which was a MiFID authorised firm, was involved in the provision of investment management, risk analytics, valuations and administration services to funds and conduit structures. Prior to joining LBBWI Mr Miley held a variety of positions with Industrial Credit Corporation, Barclays Bank (NYSE: BCS-PA - news) -BZW and Smurfit Paribas Bank over a period of 18 years. He is a Certified Accountant, a graduate of the Advanced Management Program of Harvard Business School and holds both a Certificate and Diploma (LSE: DPLM.L - news) in Company Direction from the Institute of Directors.
Desmond Murray (Irish): Mr Murray is a company Director and business consultant based in Dublin. Mr Murray was educated at University College, Dublin, graduating with a Bachelor of Commerce degree in 1976. He is a Fellow of the Irish Institute of Chartered Accountants and the Hong Kong Society of Accountants. Mr Murray was an Audit Partner in PricewaterhouseCoopers Hong Kong from 1987 until June 2000, initially specialising in Financial Services, and he was the lead Partner of the firm's Internal Audit and Corporate Governance practice until the same date. Mr Murray previously worked with Price Waterhouse in Dublin from 1976 to 1984. Mr Murray is a Director of a number of other Irish and Jersey resident investment funds. He is also a Director of a number of Irish domiciled companies and two Hong Kong listed companies in which he acts as chairman of their audit committees and as an independent non-executive Director.
Barry O'Dwyer (Irish): Mr O'Dwyer is a Managing Director of BlackRock and is responsible for oversight of Corporate Governance for BlackRock's European open-ended Fund range. He is the Chief Operations Officer for BlackRock's Irish Business and serves as a Director on a number of BlackRock Corporate (NYSE: COY - news) , Fund, Management and Life Companies in Ireland, Luxembourg, UK and Germany. He joined BlackRock Advisors (UK) Limited in 1999 as head of risk management and moved to his present role in 2006. Prior to joining the Investment Manager, Mr O'Dwyer worked as risk manager at Gartmore Investment Management and at HypoVereinsbank and National Westminster Bank. Mr O'Dwyer graduated from Trinity College Dublin with a degree in Business Studies and Economics in 1991. He holds a Chartered Association of Certified Accountants qualification and an MBA from City University Business School.
Geoffrey D. Radcliffe (British nationality, Luxembourg resident): Mr Radcliffe is a Managing Director of BlackRock and is based in Luxembourg. He is an Associate of The Institute of Chartered Accountants in England ∓ Wales and an Associate of The Chartered Institute of Bankers. Mr Radcliffe has 30 years of banking, accounting and fund experience in the Isle of Man (Other OTC: MAGOF.PK - news) , London, Bermuda and Luxembourg. Mr Radcliffe joined the BlackRock Group in 1998. He is responsible for BlackRock EMEA and Asia Pacific Fund Administration and is also a Director of a number of BlackRock funds and group companies.
Mark Stockley (British): Mr Stockley is a Managing Director of BlackRock.
He joined the BlackRock Group in 2005 and is currently Head of International Cash Sales. He has 23 years of experience in the financial services industry and has held senior positions with major industry participants in London, Luxembourg and Hong Kong. He was previously the Treasurer and Deputy Chairman of the Institutional Money Market Funds Association and has attended executive development programs run by the International Institute for Management Development and Wharton University of Pennsylvania.
Appendix II
Proposed Amendments to the Memorandum of Association (the "Memorandum")
1.
Reference to the European Communities (Undertakings for Collective Investment in Transferable Securities) shall be updated in the Memorandum to reflect the coming into force of the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011 (SI No. 352 of 2011) to which the Company is subject.
Proposed Amendments to the Articles of Association (the "Articles")
1. All references throughout the Articles to the "Financial Regulator" shall be deleted and replaced with the "Central Bank (Other OTC: CBSU.PK - news) " to reflect the abolition of the Irish Financial Services Regulatory Authority and the creation of the Central Bank of Ireland pursuant to the Central Bank Reform Act 2010. A definition of "Central Bank" will be inserted in the Articles accordingly.
2. A new definition of "Benchmark Index" shall be added to refer, in relation to a Fund, to the index against
which the return of the Fund will be compared.
3. A new definition of "Investment Manager" shall be added.
4. A new definition of "Member State" shall be added to refer to member states of the European Union and the
use of the term "Member State" shall be updated throughout.
5. The definition of "OECD" shall be amended by deleting the countries which are currently members of the OECD.
6. A new definition of "OTC (Brussels: OTCB.BR - news) " shall be added to refer to over-the-counter dealing.
7. The definition of "Regulated Markets" shall be deleted, and corresponding references throughout the Articles shall be updated and Appendix I shall be deleted.
8. The definition of "Shareholder" shall be added.
9. The definitions of the "UCITS Directive" and the "UCITS Regulations" shall be updated to reflect the new
EU directives, Directive No. 2009/65/EC of the Council of the European Parliament of 13 July 2009,
Commission Directive 2010/43/EU of 1 July 2010 and Commission Directive 2010/44/EU of 1 July
2010 on the co-ordination of laws, regulations and administrative provisions relating to undertakings for
collective investment in transferable securities and the corresponding Irish regulations of the European
Communities (Undertakings for Collective Investment in Transferable Securities) (Amendment)
Regulations 2011 (SI No. 352 of 2011) to which the Company is subject.
10. Article 4(a) shall be amended to delete reference to the funds currently authorised by the Central
Bank.
11. Article 10(c) shall be amended to provide that the issue or allotment of Participating Shares pursuant to this Article shall be made on the Dealing Day on which the application is received provided that such application is received, in respect of an application to be made during the Initial Offer Period, before the expiry of such period and, in respect of an application made after the Initial Offer Period no later than the Relevant Time for receipt thereof. If the application is received after the Relevant Time, it will generally not be accepted, however, such applications may be accepted for dealing on the relevant Dealing Day, at the discretion of the Manager.
12. A new Article 10(d) shall be added to reflect the ability of the Directors to reject or cancel in whole or in part any subscription for Participating Shares prior to the issue of Participating Shares to an applicant in the event that an Insolvency Event occurs to the application and/or to minimise the exposure of the Company to an applicant's Insolvency Event. The Company also has the right to determine whether it will only accept redemptions from a shareholder in kind or in cash on a case by case basis in the manner set out in the Prospectus. In addition, the Company may impose such restrictions as it believes necessary to ensure that no Participating Shares are acquired by persons who are not Qualified Holders. A definition of "Insolvency Event" shall be added which cross-refers to the relevant definition as set out in the Prospectus from time to time but relates to circumstances where, in relation to a person (i) an order has been made or an effective resolution passed for the liquidation or bankruptcy of the person; (ii) a receiver or similar officer has been appointed in respect of the person or of any of the person's assets or the person becomes subject to an administration order, (iii) the person enters into an arrangement with one or more of its creditors or is deemed to be unable to pay its debts, (iv) the person ceases or threatens to cease to carry on its business or substantially the whole of its business or makes or threatens to make any material alteration to the nature of its business, or (v) an event occurs in relation to the person in any jurisdiction that has an effect similar to that of any of the events referred to in (i) to (iv) above or (v) the Company in good faith believes that any of the above may occur.
13. Article 17(b)(ii) shall be amended to clarify that if the Custodian provides approval to a relevant valuation procedure it will ensure that the adoption of such a procedure is justifiable in the context of establishing the probable realisation value of the security.
14. Article 17(b)(x) shall be added to describe how OTC derivatives contracts are valued.
15. Article 20(h) shall be added to describe that where an investor who has subscribed for Participating Shares in cash subsequently submits a redemption request, the Company may pay such redemption in kind provided that the consent of the redeeming Shareholder is obtained and the asset allocation for the redemption in kind is approved by the Custodian. If a redeeming Shareholder requests redemption of a number of Participating Shares representing 5% or more of the Net Asset Value of a Fund, the Directors may, in their sole discretion redeem the Shares by way of redemption in kind and in such circumstances the Directors will, if requested by the redeeming Shareholder, sell the Investments on behalf of the Shareholder. (The cost of the sale can be charged to the Shareholder).
16. Article 20(j) shall be updated to reflect the ability to enter into cross-border mergers under the new UCITS Directive and Regulations.
17. Article 22(a) shall be amended to provide detail of the penalty that the Company may impose in order to compensate the Company for any loss it has suffered (or may suffer) in respect of a non- Qualified Holder holding Shares of the Company.
18. A new Article 22(b) shall be added to enable the Company to redeem or require the transfer of any Shares which are, or might be, or may become owned, directly or indirectly, by a non Qualified Holder
19. A new Article 22(c) shall be added to enable the Company to compulsorily redeem Shares of a Fund and to subsequently terminate it where the Fund is unable to replicate the relevant Benchmark Index and unable to substitute another index for the Benchmark Index.
20. A new Article 22(d) shall be added to enable the Company to compulsorily redeem Shares of a Fund and to subsequently terminate it where it is or becomes impossible or impractical for the Company to enter into, continue with or maintain FDIs relating to the Benchmark Index for a Fund or to invest in stocks comprised within the particular Benchmark Index.
21. A new Article 22(e) shall be added to enable the Company to compulsorily redeem Shares of a Fund and subsequently terminate it where the Directors consider compulsory redemption to be in the interests of the Company, a Fund or the Shareholders of a Fund.
22. New Articles 23(a) (v),(vii),(viii), (ix) and (x) shall be added to enable the Directors, subject to the rules of any relevant settlement system and/or the rules of the relevant exchange, declare a temporary suspension of the determination of the Net Asset Value of any particular class and of the issue and redemption of any particular class of Participating Shares where (i) the proceeds of sale or redemption of Shares cannot be transmitted to or from the Company or the Fund's account (ii) it becomes impractical, for example from a cost, risk or operational perspective, to invest in stocks comprised within the particular Benchmark Index or to enter into FDIs relating to the Benchmark Index for the relevant Fund (iii) during any period in which a counterparty with which the Company has entered into a swap transaction is unable to make any payment due or owing under the swap, including where it is unable to repatriate or exchange at a reasonable rate the proceeds of its underlying hedge; where (iv) any period when the Directors, in their discretion, consider suspension to be in the interests of the Company, a Fund, or the Shareholders of a Fund; or (v) any period during which the Directors, in their discretion, consider suspension to be required for the purposes of effecting a merger, amalgamation or restructuring of a Fund or of the Company.
23. Article 25 shall be substituted with the following new Article, entitled "Switching between Funds and Classes of Participating Shares": "Subject to Articles 22 and 23 a Shareholder in a Fund may at any time switch all or some of their Participating Shares of one class or Fund (the "Original Shares") for Participating Shares of another class or Fund (the "New Shares"). The number of New Shares issued and the manner in which the switching is effected will be determined in accordance with the provisions of the Prospectus."
24. Article 33(c) shall be amended to enable the directors to decline to register any transfer of Shares to a
person who is not a Qualified Holder or where such transfer would result in transferor or transferee holding
less than the relevant minimum holding, if any, or would otherwise infringe the restrictions on holding shares
outlined in the Articles.
25. Article 53(b) shall be amended so that an adjourned general meeting convened by resolution of the Directors shall be quorate provided any one Member is present.
26. Articles 63 and 66 shall be updated to enable the Directors to determine the appropriate time for deposit of proxy instruments on the occasion of a meeting of the Company.
27. A new Article 72(a) shall be added to reflect that no person shall be appointed a Director unless his appointment has been approved in writing by the Central Bank.
28. New Articles 75 (b) and (h) shall be added to reflect that the office of a Director shall be vacated if the Central Bank has issued a prohibition notice in respect of such Director; or a majority of the Directors are satisfied on reasonable grounds that he no longer complies with any standards of fitness and probity in a code issued by the Central Bank from time to time.
29. A new Article 76 entitled "Suspension of Director" shall be added to read as follows: "A Director shall comply immediately with any suspension notice issued by the Central Bank in respect of such Director and shall accordingly cease performing any or all of the functions of his office as may be specified in the notice. For so long as a suspension notice is in force any Director the subject of such notice shall not attend any meetings of the Directors and shall not be counted in the quorum thereat".
30. Article 82 shall be amended to remove the requirement for powers of attorney to be executed under seal.
31. Article 84(c) shall be deleted and replaced with a requirement to ensure that, with the exception of permitted Investments in unlisted securities, each Fund will only invest in those securities and derivative instruments listed or traded on a stock exchange which meets with the Central Bank's requirements (i.e. it is regulated, operates regularly, is recognised and is open to the public) and which is listed in the Prospectus.
32. Article 84(d) shall be updated to reflect the additional issuers in respect of which a Fund of the Company may invest up to 100% of net assets.
33. Article 89(a) shall be amended to remove the final sentence which allows the Directors not to provide notice of a meeting of Directors to any Director, or alternate Director, being resident of the State, when he is absent from the State.
NOTICE OF THE 2012 ANNUAL GENERAL MEETING
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt about the course of action to take, you should consult your stockbroker, bank manager, solicitor, accountant or other professional advisor.
NOTICE is hereby given that the 2012 Annual General Meeting of iShares plc (the "Company") will be held at the offices of BlackRock, Floor 2, Block 2, Grand Mill Quay, Barrow Street, Dublin 4 on the 10th of August 2012 at 10.30 a.m. (or any adjournment thereof) for the purposes of transacting the following business:
Ordinary Business
1.
To receive and consider the Directors' Report and the Financial Statements of the Company for the year ended 29 February 2012 and the Report of the Auditors thereon.
2.
To re-appoint PricewaterhouseCoopers as auditors of the Company.
3.
To authorise the Directors to fix the remuneration of the Auditors.
4.
To re-appoint William Roberts as a director of the Company in accordance with Article 73 of the Articles of Association of the Company.
5.
To re-appoint John Donohoe as a director of the Company in accordance with Article 73 of the
Articles of Association of the Company.
6.
To re-appoint Nicholas Hall as a director of the Company in accordance with Article 73 of the
Articles of Association of the Company.
7.
To re-appoint Liam Miley as a director of the Company in accordance with Article 73 of the
Articles of Association of the Company.
8.
To re-appoint Desmond Murray as a director of the Company in accordance with Article 73 of the Articles of Association of the Company.
9.
To re-appoint Barry O'Dwyer as a director of the Company in accordance with Article 73 of the
Articles of Association of the Company.
10.
To re-appoint Geoffrey Radcliffe as a director of the Company in accordance with Article 73 of the Articles of Association of the Company.
11.
To re-appoint Mark Stockley as a director of the Company in accordance with Article 73 of the
Articles of Association of the Company.
Special Business
12.
To consider, and if thought fit, pass the following resolution as a special resolution of the Company: "That the Memorandum of Association of the Company be amended in the manner set out in the Appendix II hereto."
13.
To consider, and if thought fit, pass the following resolution as a special resolution of the Company: "That the revised Articles of Association of the Company be adopted in the form initialled by the Chairman and tabled at the meeting, in substitution for the existing Articles of Association."
By order of the Board
CHARTERED CORPORATE SERVICES SECRETARY
Dated this the 6th day of July, 2012
Notes:
1.
The required quorum at the meeting is two shareholders present in person or by proxy. If a quorum is not present within half-an-hour from the appointed time for the meeting, or if during a meeting a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Directors may determine. At the adjourned meeting, if a quorum is not present within half an hour from the time appointed for holding the meeting, then the meeting, if convened otherwise than by resolution of the Directors, shall be dissolved, but if the meeting shall have been convened by resolution of the Directors, any Member or Members present at the meeting shall be a quorum.
2.
Please note that you are only entitled to attend and vote at the meeting (or any adjournment thereof) if you are a registered shareholder. If you have invested in the Company through a broker/dealer/other intermediary please contact this entity to confirm your right to vote. A shareholder may appoint a proxy or proxies to attend, speak and vote on his/her behalf. A proxy need not be a shareholder of the Company.
3.
A Form of Proxy is enclosed for the use by Shareholders unable to attend the meeting (or any adjournment thereof). Proxy forms must be sent to the Company Secretary of the Company, Taney Hall, Eglinton Terrace, Dundrum, Dublin 14, Ireland. Shareholders may send their signed proxies by fax to +353 (0)1 216 9866 or e-mail to blackrock@corporateservices.ie provided the original signed form is sent immediately by post to the above mentioned address. To be valid, proxy forms and any powers of attorney under which they are signed must be received in orginal form by the Company Secretary not less than 48 hours before the time appointed for the holding of the meeting or adjourned meeting or, in the case of a poll taken otherwise than at or on the same day as the meeting or adjourned meeting, not less than 48 hours before the time appointed for the poll to be taken. Any proxy form deposited less than 48 hours before the time of the meeting may be treated as valid at the discretion of the Directors or any adjournment thereof. Failure to return the Form of Proxy by the required time will result in the Form of Proxy being void and your proxy will not be entitled to vote on your behalf as directed.
4.
At the Annual General Meeting, the resolutions put to the vote of the meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands, a poll is duly demanded. Unless a poll is so demanded, a declaration by the Chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such a resolution. The demand for a poll may be withdrawn before the poll is taken but only with the consent of the Chairman, and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made. On a poll every member in person or by proxy shall have one vote for every share of which he is the holder.
iSHARES PUBLIC LIMITED COMPANY
FORM OF PROXY
*I/We
of
being a Shareholder of the above named Company hereby appoint
___________________________or failing *him/her, the Chairman of the meeting or failing him any one director
of the Company or failing one of them Mr. Ross Burns, Ms. Caroline McGonagle or Ms. Miranda Chan,
of Chartered Corporate Services, Taney Hall, Eglinton Terrace, Dundrum, Dublin 14, Ireland as *my/our proxy to
vote for *me/us and on *my/our behalf at the Annual General Meeting of the Company to be held at the offices of
BlackRock, Floor 2, Block 2, Grand Mill Quay, Barrow Street, Dublin 4 on the 10th of August 2012 at 10.30 a.m.
and at any adjournment thereof.
Please indicate with an "X" in the space below how you wish your votes to be cast in respect of each Resolution. If no specific direction as to voting is given the proxy will vote or abstain from voting at his discretion.
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Ordinary Resolution 2. |
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Ordinary Resolution 3. |
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Ordinary Resolution 4. |
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Ordinary Resolution 5. |
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Ordinary Resolution 6. |
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Ordinary Resolution 7. |
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Ordinary Resolution 8. |
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Ordinary Resolution 9. |
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Ordinary Resolution 10. |
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Ordinary Resolution 11. |
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Special Resolution 12. |
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Special Resolution 13. |
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Dated this the day of , 2012
Signed / For and on behalf of
PLEASE PRINT YOUR NAME OR THE NAME OF THE CORPORATION YOU ARE EXECUTING THIS FORM ON BEHALF OF AND YOUR ADDRESS UNDERNEATH
(Print Name)
(Print address)
*Delete as appropriate
Notes:
(a) A shareholder must insert his full name and registered address in type or block letters. In the case of
joint accounts the names of all holders must be stated.
(b) If you desire to appoint a proxy other than the Chairman of the meeting, a director of the Company,
Mr. Ross Burns, Ms. Caroline McGonagle or Ms. Miranda Chan (representatives of the Company
Secretary) then please insert his/her name and address in the space provided.
(c) The Form of Proxy must:-
(i) in the case of an individual shareholder be signed by the shareholder or his attorney; and
(ii) in the case of a corporate shareholder be given either under its common seal or signed on
its behalf by an attorney or by a duly authorised officer of the corporate shareholder.
(d) In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy
shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority
shall be determined by the order in which the names stand in the register of members in respect of
the joint holding.
(e) A corporation being a shareholder may authorise such person as it thinks fit to act as representative
at any meeting of shareholders and the person so authorised shall be entitled to vote as if it were an
individual shareholder.
(f) To be valid, the Form of Proxy and any powers of attorney under which they are signed must be
received by the Company Secretary at Taney Hall, Eglinton Terrace, Dundrum, Dublin 14, Ireland
not less than 48 hours before the time appointed for the holding of the meeting. Shareholders may
send their signed Form of Proxy by fax to +353 (0)1 216 9866 or e-mail to
blackrock@corporateservices.ie provided the original signed form is sent immediately by post to the
above mentioned address. Any proxy form deposited less than 48 hours before the time of the
meeting may be treated as valid at the discretion of the Directors.
(g) A proxy need not be a shareholder of the Company but must attend the meeting in person, or any
adjourned meeting, to represent you.
