ADAMS PLC

(Incorporated in the Isle of Man with registered number 004145V)

FORM OF PROXY

ANNUAL GENERAL MEETING 2023

Form of proxy for use at the annual general meeting of Adams Plc (the "Company") to be held at 11.30 a.m. on 18 August 2023 at the Companies Registered office at 55 Athol Street, Douglas, Isle of Man, IM1 1LA (the "AGM").

I/We

..................................................................................................................................................................................(your name)

of

(your address)

being a member(s) of the Company entitled to receive notice, attend and vote at annual general meetings of the Company hereby appoint the Chairman of the AGM or (see Note 2)

...........................................................................................................................................................................................................

as my/our proxy to vote for me/us and on my/our behalf at the AGM and at any adjournment thereof in relation to the resolutions specified in the Notice of AGM dated 14 July 2023 (the "Resolutions") and any other business (including adjournments and amendments to the resolutions) which may properly come before the AGM or any adjournment thereof.

I/We direct my/our proxy to vote as indicated by an X in the appropriate column in respect of the Resolutions (see Note 4).

Resolutions

For

Against Withheld

Ordinary Business

1.

To receive and adopt audited accounts of the Company for the year ended 31 March 2023,

together with the reports of the Directors and the Auditors thereon.

2.

To re-appoint Andrew Mitchell as a director of the Company.

3.

To appoint Gravita Audit Limited as auditors and to authorise the board to determine their

remuneration.

Special Business

4.

To authorise the board to allot shares.

5.

*To authorise the disapplication of pre-emption rights.

6.

*To authorise the board to make open market purchases of the Company's Ordinary Shares.

*Proposed as a Special Resolution.

Date

2023

Signature(s) and/or common seal (see Notes 5 to 9)

NOTES

  1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend and vote on a poll at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
  2. A proxy need not be a member of the Company. Completion and return of this form of proxy does not preclude a member from subsequently attending and voting at the meeting. If you wish to appoint a proxy other than the Chairman, please cross out the words "the Chairman of the AGM or" and write the full name and address of your proxy in the space provided. The change should be initialed.
  3. Only those shareholders registered in the Company's register of members at 11.30 a.m. on 16 August 2023 or, if the AGM is adjourned, at 11.30 a.m. on the day two days (excluding non-Business Days) prior to the adjourned meeting, shall be entitled to vote by proxy on the AGM resolutions.
  4. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the relevant "Withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
  5. To appoint a proxy using this form, the form must be completed, signed and sent to FIM Capital Limited, either by post to 55 Athol Street, Douglas, Isle of Man, IM1 1LA, by facsimile to +44 (0)1624 681392 or be scanned and e-mailed to Corporate.Governance@fim.co.im, so as to be received by FIM Capital Limited no later than 11.30 a.m. on 16 August 2023.
  6. In the case of a member which is a company, this proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
  7. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
  8. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
  9. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Perivan.com

266339

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Adams plc published this content on 14 July 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 July 2023 11:56:12 UTC.