| No. |
Proposition |
|
For |
Against |
Abstain |
| 1 |
THAT THE FINANCIAL REPORTS OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2025, TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITOR THEREON BE RECEIVED AND ADOPTED |
|
|
|
|
| 2 |
THAT THE DIRECTORS REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2025, AS SET OUT UNDER THE HEADING DIRECTORS REMUNERATION REPORT ON PAGE 43 OF THE FINANCIAL REPORTS OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2025, BE RECEIVED AND ADOPTED |
|
|
|
|
| 3 |
THAT THE RE-APPOINTMENT OF PRICEWATERHOUSECOOPERS CI LLP AS AUDITOR OF THE COMPANY FOR THE YEAR ENDING 31 DECEMBER 2026 BE AND IS HEREBY APPROVED |
|
|
|
|
| 4 |
THAT THE DIRECTORS BE AUTHORISED TO FIX THE AUDITORS REMUNERATION |
|
|
|
|
| 5 |
THAT MR PETER MCKELLAR BE RE-ELECTED AS A DIRECTOR OF THE COMPANY |
|
|
|
|
| 6 |
THAT MS FIONNUALA CARVILL BE RE-ELECTED AS A DIRECTOR OF THE COMPANY |
|
|
|
|
| 7 |
THAT MR AXEL HOLTRUP BE RE-ELECTED AS A DIRECTOR OF THE COMPANY |
|
|
|
|
| 8 |
THAT MRS NICOLA PAUL BE RE-ELECTED AS A DIRECTOR OF THE COMPANY |
|
|
|
|
| 9 |
THAT MR GERHARD ROGGEMANN BE RE-ELECTED AS A DIRECTOR OF THE COMPANY |
|
|
|
|
| 10 |
THAT THE COMPANYS DIVIDEND OBJECTIVE FOR THE YEAR ENDING 31 DECEMBER 2026 AS SET OUT UNDER THE HEADING COMPANY INFORMATION ON PAGE 28 OF THE FINANCIAL REPORTS OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2025 BE APPROVED |
|
|
|
|
| 11 |
THAT, IN SUBSTITUTION FOR ANY EXISTING AUTHORITY, BUT WITHOUT PREJUDICE TO THE EXERCISE OF ANY SUCH AUTHORITY PRIOR TO THE DATE OF THE PASSING OF THIS RESOLUTION, THE COMPANY BE AND IS HEREBY AUTHORISED IN ACCORDANCE WITH SECTION 315 OF THE COMPANIES (GUERNSEY) LAW, 2008, TO MAKE MARKET ACQUISITIONS OF ORDINARY SHARES IN THE COMPANY EITHER FOR RETENTION AS TREASURY SHARES FOR FUTURE REISSUE, RESALE OR TRANSFER, OR FOR CANCELLATION AND UPON SUCH TERMS AND IN SUCH MANNER AS THE DIRECTORS SHALL FROM TIME TO TIME DETERMINE, PROVIDED THAT: (A) THE MAXIMUM NUMBER OF ORDINARY SHARES AUTHORISED TO BE ACQUIRED SHALL BE 10,153,947 (BEING THE NUMBER EQUAL TO APPROXIMATELY 14.99 PER CENT. OF THE ORDINARY SHARES IN ISSUE (EXCLUDING ANY ORDINARY SHARES HELD IN TREASURY) AS AT THE DATE OF THIS NOTICE OF ANNUAL GENERAL MEETING) OR, IF LESS, THE NUMBER REPRESENTING APPROXIMATELY 14.99 PER CENT. OF THE ORDINARY SHARES IN ISSUE (EXCLUDING ANY ORDINARY SHARES HELD IN TREASURY) AS AT THE DATE OF THE PASSING OF THIS RESOLUTION; (B) THE MINIMUM PRICE (EXCLUSIVE OF EXPENSES) WHICH MAY BE PAID FOR AN ORDINARY SHARE IS EUR 0.001 (BEING THE NOMINAL VALUE OF AN ORDINARY SHARE); (C) THE MAXIMUM PRICE (EXCLUSIVE OF EXPENSES) WHICH MAY BE PAID FOR EACH ORDINARY SHARE IS THE HIGHER OF (I) AN AMOUNT EQUAL TO 105 PER CENT. OF THE AVERAGE MARKET VALUE OF THE ORDINARY SHARES (AS DERIVED FROM THE DAILY OFFICIAL LIST OF LONDON STOCK EXCHANGE PLC) FOR THE FIVE BUSINESS DAYS IMMEDIATELY PRECEDING THE DAY ON WHICH THE SHARE IS CONTRACTED TO BE PURCHASED; AND (II) AN AMOUNT EQUAL TO THE HIGHER OF THE LAST INDEPENDENT TRADE AND THE HIGHEST CURRENT INDEPENDENT BID ON THE TRADING VENUE WHERE THE PURCHASE IS CARRIED OUT; AND (D) SUCH AUTHORITY SHALL EXPIRE ON THE DATE OF THE ANNUAL GENERAL MEETING OF THE COMPANY IN 2027 (OR, IF EARLIER, AT THE CLOSE OF BUSINESS ON THE DATE FALLING 15 MONTHS AFTER THE PASSING OF THIS RESOLUTION), UNLESS SUCH AUTHORITY IS VARIED, REVOKED OR RENEWED PRIOR TO SUCH DATE BY A RESOLUTION OF THE COMPANY IN A GENERAL MEETING, SAVE THAT THE COMPANY MAY, AT ANY TIME PRIOR TO THE EXPIRY OF THIS AUTHORITY, ENTER INTO A CONTRACT TO ACQUIRE ITS OWN SHARES UNDER SUCH AUTHORITY WHICH WILL OR MAY BE EXECUTED WHOLLY OR PARTLY AFTER ITS EXPIRATION AND MAY MAKE AN ACQUISITION OF ORDINARY SHARES PURSUANT TO SUCH CONTRACT |
|
|
|
|
| 12 |
THAT, IN SUBSTITUTION FOR ANY EXISTING AUTHORITY, BUT WITHOUT PREJUDICE TO THE EXERCISE OF ANY SUCH AUTHORITY PRIOR TO THE DATE OF THE PASSING OF THIS RESOLUTION, THE DIRECTORS BE AND ARE HEREBY GIVEN THE GENERAL POWER TO ISSUE ORDINARY SHARES IN THE COMPANY AND GRANT RIGHTS TO SUBSCRIBE OR TO CONVERT ANY SECURITY INTO ORDINARY SHARES IN THE COMPANY (EQUITY SECURITIES) FOR CASH OR TO SELL ORDINARY SHARES HELD BY THE COMPANY AS TREASURY SHARES FOR CASH, IN EACH CASE AS IF ARTICLE 7 OF THE COMPANYS ARTICLES OF INCORPORATION DID NOT APPLY TO ANY SUCH ISSUE OF OR GRANT OF RIGHTS TO SUBSCRIBE FOR OR TO CONVERT INTO EQUITY SECURITIES OR SALE, PROVIDED THAT THIS POWER SHALL BE LIMITED TO: (12.1) THE ISSUE AND/OR SALE OF ORDINARY SHARES AND/OR EQUITY SECURITIES IN CONNECTION WITH AN OFFER OR ISSUE OF ORDINARY SHARES AND/OR EQUITY SECURITIES BY WAY OF RIGHTS OR OTHER PRE-EMPTIVE OFFER OR ISSUE, OPEN FOR ACCEPTANCE FOR A PERIOD FIXED BY THE DIRECTORS: (A) TO THE HOLDERS OF ORDINARY SHARES IN THE COMPANY (OTHER THAN THE COMPANY) ON THE REGISTER ON ANY RECORD DATE FIXED BY THE DIRECTORS IN PROPORTION (AS NEARLY AS MAY BE PRACTICABLE) TO THEIR RESPECTIVE HOLDINGS; AND (B) TO HOLDERS OF OTHER EQUITY SECURITIES (OTHER THAN THE COMPANY) ON THE REGISTER ON ANY RECORD DATE FIXED BY THE DIRECTORS AS REQUIRED BY THE RIGHTS OF THOSE SECURITIES OR AS THE DIRECTORS OTHERWISE CONSIDER NECESSARY; BUT SUBJECT TO SUCH EXCLUSIONS OR OTHER ARRANGEMENTS AS THE BOARD MAY DEEM NECESSARY OR EXPEDIENT IN RELATION TO TREASURY SHARES, FRACTIONAL ENTITLEMENTS, RECORD DATES, LEGAL OR PRACTICAL PROBLEMS IN OR UNDER THE LAWS OF ANY TERRITORY OR THE REQUIREMENTS OF ANY REGULATORY BODY OR STOCK EXCHANGE; AND (12.2) THE ISSUE AND/OR SALE (OTHERWISE THAN PURSUANT TO PARAGRAPH 12.1 ABOVE) OF ORDINARY SHARES AND/OR EQUITY SECURITIES UP TO AN AGGREGATE NOMINAL AMOUNT OF EUR 6,773 (BEING EQUAL TO APPROXIMATELY 10 PER CENT. OF THE ORDINARY SHARES IN ISSUE (EXCLUDING ANY ORDINARY SHARES HELD IN TREASURY) AS AT THE DATE OF THIS NOTICE OF ANNUAL GENERAL MEETING) OR, IF LESS, THE NUMBER REPRESENTING APPROXIMATELY 10 PER CENT. OF THE ORDINARY SHARES IN ISSUE (EXCLUDING ANY ORDINARY SHARES HELD IN TREASURY) AS AT THE DATE OF THE PASSING OF THIS RESOLUTION, TO BE ISSUED AND/OR SOLD AT A PRICE EQUAL TO OR AT A PREMIUM TO THE PREVAILING NET ASSET VALUE PER ORDINARY SHARE DETERMINED ON THE DATE OF THE ISSUE AND/OR SALE. SUCH AUTHORITY SHALL EXPIRE ON THE DATE OF THE ANNUAL GENERAL MEETING OF THE COMPANY IN 2027 (OR, IF EARLIER, AT THE CLOSE OF BUSINESS ON THE DATE FALLING 15 MONTHS AFTER THE PASSING OF THIS RESOLUTION), UNLESS SUCH AUTHORITY IS VARIED, REVOKED OR RENEWED PRIOR TO SUCH DATE BY A RESOLUTION OF THE COMPANY IN A GENERAL MEETING, SAVE THAT THE COMPANY MAY, AT ANY TIME PRIOR TO THE EXPIRY OF THIS AUTHORITY, MAKE AN OFFER OR ENTER INTO A CONTRACT WHICH WOULD, OR MIGHT, REQUIRE ORDINARY SHARES AND/OR EQUITY SECURITIES TO BE ISSUED AND/OR SOLD OUT OF TREASURY AFTER SUCH EXPIRY AND THE DIRECTORS MAY ISSUE AND/OR SELL ORDINARY SHARES AND/OR EQUITY SECURITIES IN PURSUANCE OF ANY SUCH OFFER OR CONTRACT AS IF THE POWER CONFERRED HEREBY HAD NOT EXPIRED |
|
|
|
|