Trian Investors 1 Limited (the "Company")

Registered Number: 65419

Form of Proxy

The fifth Annual General Meeting ("AGM") of Trian Investors 1 Limited is to be held at Floor 2, Trafalgar Court, Les Banques, St Peter Port, Guernsey, on 26 April 2023 at 2 p.m.

Name of Registered Shareholder

I/We hereby appoint the Chairman of the Meeting and/or a representative of Ocorian Administration (Guernsey) Limited or ________________________________________ to be my/our proxy to attend and,

on a poll, vote on my/our behalf at the AGM of Trian Investors 1 Limited to be held on 26 April 2023 at 2p.m. or at any adjournment thereof. I request my/our proxy to vote in the manner indicated below:

Ordinary Resolutions

For

Against

Withheld

1.

To receive the Annual Report and Audited Financial

Statements of the Company for the year ended 31 December

2022 (the "Annual Report").

2.

That the Directors' remuneration for the period ended 31

December 2022 as provided in the Director's report contained

in the Annual Report be approved.

3.

To re-appoint Deloitte LLP, who have indicated their

willingness to continue in office, as Auditor of the Company to

hold office until the next Annual General Meeting.

4.

To authorise the Directors to determine the remuneration of

Deloitte LLP.

5.

To re-appoint Mark Thompson as a Director of the Company.

6.

To re-appoint Simon Holden as a Director of the Company.

7.

To re-appoint Anita Rival as a Director of the Company.

8.

To appoint Robert Legget as a Director of the Company.

Date:_______________________ Signature:_____________________________________________

Notes

  1. Only holders of Ordinary Shares, or their duly appointed representatives, are entitled to attend and vote at the AGM. A member so entitled may appoint one or more proxies to attend and, on a poll, vote instead of him. The proxy need not be a member of the Company. To appoint more than one proxy you may photocopy this form.
  2. 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.
  3. To appoint more than one proxy you may photocopy this form. In the 'Name of Registered Shareholder' box on page 1, please indicate the shareholder's name and the number of shares in relation to which your proxy is authorised to act (which, in aggregate, should not exceed the number of shares held by you). Please also indicate 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.
  4. If you wish to appoint someone other than the Chairman of the AGM as your proxy, please insert his/her name in the space provided and delete "the Chairman of the AGM or".
  5. Please indicate with an "X" in the boxes how you wish your vote to be cast. Unless otherwise instructed, the person appointed as a proxy will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting on any particular resolution and on any other business (including amendments to resolutions and procedural business) which may come before the AGM.
  6. The "Withheld" option on the Form of Proxy is provided to enable you to abstain on any particular resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes "For" and "Against" a resolution.
  7. A corporation must seal the Form of Proxy or have it signed by an officer or attorney or any other person authorised to sign on its behalf.
  8. In the case of joint holders, only one need sign this Form of Proxy, but the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding.
  9. To be valid this Form of Proxy must reach Link Group, by no later than 48 hours (excluding non-working days) before the time for holding the AGM 2p.m. on 24 April 2023) or adjourned annual general meeting as the case may be. Lodgment of a Form of Proxy does not prevent a member from attending the AGM in person. Please return this Form of Proxy to the following address: Link Group, PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL.
  10. To allow effective constitution of the AGM, if it is apparent to the Chair that no Shareholders will be present in person or by proxy, other than by proxy in the Chair's favour, then the Chair may appoint a substitute to act as proxy in his stead for any Shareholder, provided that such substitute proxy shall vote on the same basis as the Chair.
  11. Preclude a member from attending and voting in person at the meeting in respect of which the proxy is appointed or at any adjournment thereof.
  12. Unless otherwise indicated on the From of Proxy, CREST, or any other electronic voting instruction, the proxy will vote as they think first or, at their discretion, withhold from voting.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Trian Investors 1 Ltd. published this content on 24 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 March 2023 09:59:09 UTC.