HOW TO VOTE. Gloucester Shareholders entitled to vote at the Scheme Meeting may vote: • by attending the meeting and voting in person; or • by appointing a proxy to attend and vote on their behalf, using the proxy form accompanying this notice. A proxy may be an individual or a body corporate; or • by appointing an attorney to attend the meeting and vote on their behalf or, in the case of corporate shareholders or proxies, a corporate representative to attend the meeting and vote on its behalf. Eligible Gloucester Shareholders wishing to vote by proxy at this meeting must: • complete and sign or validly authenticate the proxy form, which is enclosed with this Explanatory Booklet; and • deliver the signed and completed proxy form to Gloucester by 11.00am (Sydney time) on Saturday, 2 June 2012 in accordance with the instructions below. • Eligible Gloucester Shareholders wishing to submit proxy votes for the Scheme Meeting must return the provided proxy form to Gloucester in any of the following ways: – By post in the provided reply paid envelope to the Gloucester Share Registry: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 – By hand delivery during business hours to the Gloucester Share Registry at: Computershare Investor Services Pty Limited ▇▇▇▇▇ ▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Sydney, New South Wales Australia – By fax to the Gloucester Share Registry on 1800 783 447 (within Australia) or +▇▇ ▇ ▇▇▇▇ ▇▇▇▇ (outside Australia). – For Intermediary Online subscribers only (custodians) ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • As the cut‑off date for receipt of proxies is 11.00am (Sydney time) on Saturday, 2 June 2012, if you intend to mail or hand deliver your proxy form, it must be received by the Gloucester Share Registry by close of business on Friday, 1 June 2012. • A Gloucester Shareholder entitled to attend and vote at the meeting is entitled to appoint not more than two proxies to attend and vote at the meeting on that Gloucester Shareholder’s behalf. • A proxy need not be a Gloucester Shareholder. • If a Gloucester Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Gloucester Shareholder’s votes each proxy may exercise, each proxy may exercise half the votes. • A proxy may vote or abstain as he or she chooses except where the appointment of the proxy directs the way the proxy is to vote on the Scheme Resolution. If an appointment directs the way the proxy is to vote on the Scheme Resolution: – if the proxy is the chair – the proxy must vote on the poll and must vote in the way directed; and – if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote in the way directed. • If a Gloucester Shareholder nominates the chairman of the Scheme Meeting as the Gloucester Shareholder’s proxy, the person acting as chairman of the Scheme Meeting must act as proxy under the appointment in respect of the resolution to be considered at the Scheme Meeting. • If a proxy appointment is signed or validly authenticated by the Gloucester Shareholder but does not name the proxy or proxies in whose favour it is given, the chairman of the Scheme Meeting may at his election (a) act as proxy in respect of the resolution to be considered at the Scheme Meeting or (b) complete the proxy appointment by inserting the name or names of one or more Directors or the Company secretary to act as proxy under the appointment, in respect of the resolution to be considered at the Scheme Meeting. • The Chairman intends to vote undirected proxy votes of which he is appointed as proxy in favour of the resolution to approve the Scheme (in the absence of a Superior Proposal from another party prior to the date of the Scheme Meeting). • Eligible Gloucester Shareholders or their proxies, attorneys or representatives (including representatives of corporate proxies) wishing to vote in person should attend the Scheme Meeting and bring a form of personal identification (such as their driver’s licence). • To vote by attorney at this meeting, the original or a certified copy of the power of attorney or other authority (if any) under which the instrument is signed must be received by the Gloucester Share Registry before 11.00am (Sydney time) on Saturday, 2 June 2012 in any of the following ways: – By post in the provided reply paid envelope to the Gloucester Share Registry: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 – By hand delivery during business hours to the Gloucester Share Registry at: Computershare Investor Services Pty Limited ▇▇▇▇▇ ▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Sydney, New South Wales Australia – By fax to the Gloucester Share Registry 1800 783 447 (within Australia) or +▇▇ ▇ ▇▇▇▇ ▇▇▇▇ (outside Australia). – For Intermediary Online subscribers only (custodians) ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • To vote in person, you or your proxy, attorney, representative or corporate proxy representative must attend the Scheme Meeting to be held at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Lawyers, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Sydney, New South Wales, on Monday, 4 June 2012, commencing at 10.00am. • A vote cast in accordance with the appointment of a proxy or power of attorney is valid even if before the vote was cast the appointor: – died; – became mentally incapacitated; – revoked the proxy or power; or – transferred the Gloucester Shares in respect of which the vote was cast, unless Gloucester received written notification of the death, mental incapacity, revocation or transfer at least 48 hours before the meeting or, if applicable, any adjourned meeting.
Appears in 1 contract
Sources: Scheme
HOW TO VOTE. Gloucester Shareholders entitled to vote at the Scheme General Meeting may vote: • by attending the meeting and voting in person; or • by appointing a proxy to attend and vote on their behalf, using the proxy form accompanying this notice. A proxy may be an individual or a body corporate; or • by appointing an attorney to attend the meeting and vote on their behalf or, in the case of corporate shareholders or proxies, a corporate representative to attend the meeting and vote on its behalf. Eligible Gloucester Shareholders wishing to vote by proxy at this meeting must: • complete and sign or validly authenticate the proxy form, which is enclosed with this Explanatory Booklet; and • deliver the signed and completed proxy form to Gloucester by 11.00am (Sydney time) on Saturday, 2 June 2012 in accordance with the instructions belowthat follow. • Eligible Gloucester Shareholders wishing to submit proxy votes for the Scheme General Meeting must return the provided enclosed proxy form to Gloucester in any of the following ways: – By post in the provided reply paid envelope to the Gloucester Share Registry: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 – By hand delivery during business hours to the Gloucester Share Registry at: Computershare Investor Services Pty Limited ▇▇▇▇▇ ▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Sydney, New South Wales Australia – By fax to the Gloucester Share Registry on 1800 783 447 (within Australia) or +▇▇ ▇ ▇▇▇▇ ▇▇▇▇ (outside Australia). – For Intermediary Online subscribers only (custodians) ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • As the cut‑off date for receipt of proxies is 11.00am (Sydney time) on Saturday, 2 June 2012, if you intend to mail or hand deliver your proxy form, it must be received by the Gloucester Share Registry by close of business on Friday, 1 June 2012. • A Gloucester Shareholder entitled to attend and vote at the meeting is entitled to appoint not more than two proxies to attend and vote at the meeting on that Gloucester Shareholder’s behalf. • A proxy need not be a Gloucester Shareholder. • If a Gloucester Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Gloucester Shareholder’s votes each proxy may exercise, each proxy may exercise half the votes. • A proxy may vote or abstain as he or she chooses except where the appointment of the proxy directs the way the proxy is to vote on the Scheme Resolution. If an appointment directs the way the proxy is to vote on the Scheme Resolution: – if the proxy is the chair – the proxy must vote on the poll and must vote in the way directed; and – if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote in the way directed. • If a Gloucester Shareholder nominates the chairman of the Scheme Meeting as the Gloucester Shareholder’s proxy, the person acting as chairman of the Scheme Meeting must act as proxy under the appointment in respect of the resolution to be considered at the Scheme Meeting. • If a proxy appointment is signed or validly authenticated by the Gloucester Shareholder but does not name the proxy or proxies in whose favour it is given, the chairman of the Scheme Meeting may at his election (a) act as proxy in respect of the resolution to be considered at the Scheme Meeting or (b) complete the proxy appointment by inserting the name or names of one or more Directors or the Company secretary to act as proxy under the appointment, in respect of the resolution to be considered at the Scheme Meeting. • The Chairman intends to vote undirected proxy votes of which he is appointed as proxy in favour of the resolution to approve the Scheme (in the absence of a Superior Proposal from another party prior to the date of the Scheme Meeting). • Eligible Gloucester Shareholders or their proxies, attorneys or representatives (including representatives of corporate proxies) wishing to vote in person should attend the Scheme Meeting and bring a form of personal identification (such as their driver’s licence). • To vote by attorney at this meeting, the original or a certified copy of the power of attorney or other authority (if any) under which the instrument is signed must be received by the Gloucester Share Registry before 11.00am (Sydney time) on Saturday, 2 June 2012 in any of the following ways: – By post in the provided reply paid envelope to the Gloucester Share Registry: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 – By hand delivery during business hours to the Gloucester Share Registry at: Computershare Investor Services Pty Limited ▇▇▇▇▇ ▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Sydney, New South Wales Australia – By fax to the Gloucester Share Registry 1800 783 447 (within Australia) or +▇▇ ▇ ▇▇▇▇ ▇▇▇▇ (outside Australia). – For Intermediary Online subscribers only (custodians) ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • As the cut‑off date for receipt of proxies is 11.00am (Sydney time) on Saturday, 2 June 2012, if you intend to mail or hand deliver your proxy form, it must be received by close of business on Friday, 1 June 2012. • A Gloucester Shareholder entitled to attend and vote at the meeting is entitled to appoint not more than two proxies to attend and vote at the meeting on that Gloucester Shareholder’s behalf. • A proxy need not be a Gloucester Shareholder. • If an eligible Gloucester Shareholder appoints two proxies and the appointment does not specify the proportion or number of the Gloucester Shareholder’s votes each proxy may exercise, each proxy may exercise half the votes. • A proxy may vote or abstain as he or she chooses except where the appointment of the proxy directs the way the proxy is to vote on the Capital Reduction Resolution. If an appointment directs the way the proxy is to vote on the Capital Reduction Resolution: – if the proxy is the chair – the proxy must vote on the poll and must vote in the way directed; and – if the proxy is not the chair – the proxy need not vote on the poll, but if the proxy does so, the proxy must vote in the way directed. • If a Gloucester Shareholder nominates the chairman of the General Meeting as the Gloucester Shareholder’s proxy, the person acting as chairman of the General Meeting must act as proxy under the appointment in respect of the resolution to be considered at the General Meeting. • If a proxy appointment is signed or validly authenticated by the Gloucester Shareholder but does not name the proxy or proxies in whose favour it is given, the chairman of the General Meeting may at his election (a) act as proxy in respect of the resolution to be considered at the General Meeting or (b) complete the proxy appointment by inserting the name or names of one or more Directors or the Company secretary to act as proxy under the appointment, in respect of the resolution to be considered at the General Meeting. • The Chairman intends to vote undirected proxy votes of which he is appointed as proxy in favour of the resolution to approve the Capital Return. • Eligible Gloucester Shareholders or their proxies, attorneys or representatives (including representatives of corporate proxies) wishing to vote in person should attend the General Meeting and bring a form of personal identification (such as their driver’s licence). • To vote by attorney at this meeting, the original or a certified copy of the power of attorney or other authority (if any) under which the instrument is signed must be received by the Gloucester Share Registry before 11.00am (Sydney time) on Saturday, 2 June 2012 in any of the following ways: – By post in the provided reply paid envelope to the Gloucester Share Registry: Computershare Investor Services Pty Limited GPO Box 242 Melbourne VIC 3001 – By hand delivery during business hours to the Gloucester Share Registry at: Computershare Investor Services Pty Limited ▇▇▇▇▇ ▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Sydney, New South Wales Australia – By fax to the Gloucester Share Registry on 1800 783 447 (within Australia) or +▇▇ ▇ ▇▇▇▇ ▇▇▇▇ (outside Australia). – For Intermediary Online subscribers only (custodians) ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ • To vote in person, you or your proxy, attorney, representative or corporate proxy representative must attend the Scheme General Meeting to be held at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Lawyers, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Sydney, New South Wales, on Monday, 4 June 2012, commencing at 10.00am11.00am, or as soon as reasonably practicable after the Scheme Meeting has concluded or been adjourned (whichever time is later). • A vote cast in accordance with the appointment of a proxy or power of attorney is valid even if before the vote was cast the appointor: – died; – became mentally incapacitated; – revoked the proxy or power; or – transferred the Gloucester Shares in respect of which the vote was cast, unless Gloucester received written notification of the death, mental incapacity, revocation or transfer at least 48 hours before the meeting or, if applicable, any adjourned meeting.
Appears in 1 contract
Sources: Scheme