General Meeting 2024

Form of Proxy

You may appoint a proxy at www.signalshares.cominstead of using this form.

Company Code:

Account Name:

IVC:

For guidance on how to complete this Form of Proxy please refer to the Notice of Meeting on the Company's website.

I/We being (a) member/members hereby appoint the Chairman of the meeting/the following person:

Name of proxy (if not the Chairman of the meeting):

Number of ordinary shares appointed over: (if less than your full voting entitlement)

as my/our proxy, to attend, speak and vote on my/our behalf at the meeting of the Company and at any adjournment thereof. Please indicate below how you would like your proxy to vote on your behalf on the resolutions.

Please put an 'X' in the box opposite if this proxy appointment is one of multiple appointments being made:

Resolutions:

For

Against

Withheld

  • That the proposed disposal by James Fisher Holdings UK Limited of RMSpumptools Limited, as described in the circular, be approved (see notice)

If you intend to attend the meeting in person please place a 'X' in the box opposite

Signature: __________________________________________

Date:________________

Please send this Form of Proxy to FREEPOST PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL. Shareholders outside the United Kingdom should send this Form of Proxy to Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL, United Kingdom.

  • The full text of the resolution to be proposed at the meeting is set out below: THAT the proposed disposal by James Fisher Holdings UK Limited (registered in England and Wales with registered number 09869339) (the "Seller") of RMSpumptools Limited to ChampionX UK Limited, a wholly-owned subsidiary of ChampionX Corporation (the "Purchaser") (the "Disposal"), on the terms and subject to the conditions contained in the sale and purchase agreement dated 21 March 2024 (as amended, modified, restated or supplemented from time to time) entered into between, among others, the Seller and the Purchaser in connection with the Disposal (the "Sale and Purchase Agreement"), as described in more detail in the circular sent to shareholders dated 24 May 2024 and the associated and ancillary arrangements related thereto be and are hereby approved for the purposes of Chapter 10 of the Listing Rules of the Financial Conduct Authority, and that each and any of the directors of the Company (the "Directors") and the secretary of the Company (or a duly authorised committee of the Directors) be and are hereby authorised to:
    1. take all such steps, execute all such agreements and make all such arrangements as may seem to them necessary, expedient, appropriate or desirable for the purpose of giving effect to, or otherwise in connection with, this resolution, the Disposal, the Sale and Purchase Agreement and/or the associated and ancillary agreements and arrangements relating thereto; and
    2. agree and make such modifications, variations, revisions, waivers, extensions, additions and/or amendments in relation to any of the foregoing (provided that such modifications, variations, revisions, waivers or amendments are not material for the purposes of Listing Rule 10.5.2) as they may in their absolute discretion think necessary, expedient, appropriate or desirable.
  • To appoint as a proxy a person other than the Chair of the meeting insert their full name in the space provided. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrars or you may photocopy this form. If you appoint more than one proxy, each proxy must be appointed to exercise the rights attached to a different share or shares held by you. Please indicate in the box next to the proxy's name the number of shares in relation to which they are authorised 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 and should be returned together in the same envelope. A proxy need not be a member of the Company.
  • Unless otherwise indicated on the Form of Proxy, CREST, Proxymity or any other electronic voting instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting.
  • This Form of Proxy must arrive not later than 48 hours before the time of the meeting (excluding non-working days) at FREEPOST PXS, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL during usual business hours accompanied by any power of attorney under which it is executed (if applicable). If you prefer, you may return the Form of Proxy to the Registrar in an envelope addressed to FREEPOST Link PXS. Please note that delivery using this service can take up to five business days.
  • A corporation must execute the Form of Proxy under either its common seal or the hand of a duly appointed officer or attorney.
  • The Form of Proxy is for use in respect of the shareholder account specified overleaf only and should not be amended or submitted in respect of a different account.
  • The 'Vote Withheld' option is to enable you to abstain on any particular resolution. Such a vote is not a vote in law and will not be counted in the votes 'For' and 'Against' a resolution.
  • Ordinary Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual. Ordinary shareholders wishing to vote online should visit www.signalshares.com and follow the instructions.
  • In the case of joint holders, the signature of only one of the joint holders is required but, if more than one votes, the vote of the first named on the Register of Members will be accepted to the exclusion of the other joint holders.

10 Entitlement to attend and vote at the meeting and the number of votes which may be cast at the meeting will be determined by reference to the Register of Members of the Company at close of business on the day that is 2 days before the meeting date. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

Toppan Merrill, London

24-13846-4

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Disclaimer

James Fisher & Sons plc published this content on 24 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 May 2024 14:01:27 UTC.