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Form of Proxy

HEADLAM GROUP PLC

Notes

No. Proposition For Against Abstain
1

TO RECEIVE THE COMPANYS ANNUAL REPORT AND ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2024

2

TO APPROVE THE DIRECTORS REMUNERATION REPORT

3

TO RE-ELECT ADAM PHILLIPS AS A DIRECTOR OF THE COMPANY

4

TO RE-ELECT CHRIS PAYNE AS A DIRECTOR OF THE COMPANY

5

TO RE-ELECT STEPHEN BIRD AS A DIRECTOR OF THE COMPANY

6

TO RE-ELECT JEMIMA BIRD AS A DIRECTOR OF THE COMPANY

7

TO RE-ELECT ROBIN WILLIAMS AS A DIRECTOR OF THE COMPANY

8

TO RE-ELECT KAREN HUBBARD AS A DIRECTOR OF THE COMPANY

9

TO RE-APPOINT PRICEWATERHOUSECOOPER LLP AS THE AUDITORS OF THE COMPANY, TO HOLD OFFICE FROM THE CONCLUSION OF THE MEETING UNTIL THE CONCLUSION OF THE NEXT AGM

10

TO AUTHORISE THE DIRECTORS TO DETERMINE THE AUDITORS REMUNERATION

11

THAT, THE DIRECTORS BE AUTHORISED TO ALLOT SHARES IN THE COMPANY AND TO GRANT RIGHTS OR CONVERT ANY ANY SECURITY INTO SHARES IN THE COMPANY

12

THAT, SUBJECT TO RESOLUTION 11 THE DIRECTORS BE AUTHORISED TO ALLOT EQUITY SECURITIES FOR CASH AS IF SECTION 561 OF THE ACT DID NOT APPLY

13

THAT, SUBJECT TO RESOLUTION 11 THE DIRECTORS BE AUTHORISED IN ADDITION TO RESOLUTION 12 TO ALLOT EQUITY SECURITIES FOR CASH AS IF S.561 OF THE ACT DID NOT APPLY

14

THAT THE COMPANY IS HEREBY AUTHORISED FOR THE PURPOSES OF SECTION 701 OF THE ACT TO MAKE MARKET PURCHASES OF ORDINARY SHARES OF 5 PENCE EACH

15

THAT THE COMPANY BE AUTHORISED TO HOLD GENERAL MEETINGS NOT LESS THAN 14 CLEAR DAYS NOTICE