Empiric Student Property plc

Attendance Card

Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

Additional Holders:

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ADDITIONAL HOLDER 1

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ADDITIONAL HOLDER 4

The Chairman of Empiric Student Property plc invites you to attend the Annual General Meeting of the Company to be held at the offices of

FTI Consulting, 200 Aldersgate, Aldersgate Street, London EC1A 4HD on 22 May 2024 at 11a.m.

Shareholder Reference Number

C0000000000

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Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 22 May 2024

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

Control Number: 19006

SRN: C0000000000

PIN: 1245

View the Annual Report and Notice of Meeting online: www.empiric.co.uk

Register at www.investorcentre.co.uk and manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company's Registrars at:

Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 20 May 2024 at 11a.m.

Explanatory Notes:

  1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
  2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 1143 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking 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.
  3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld'
    will not be counted in the calculation of the proportion of the resolution.
  1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. 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.
  2. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
  3. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 707 1143 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.

alterations made to this form should be initialled.

completion and return of this form will not preclude a member from attending the and voting in person.

Kindly Note: This form is issued only to the addressee(s) and designated account printed hereon. This personalised form is different: (i) account holders; or (ii) uniquely designated accounts Computershare Investor Services PLC accept no liability for not comply with these conditions.

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Additional Holder 1

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188305_231011_MAIL/000001/000001/SG625/i

Poll Card To be completed only at the AGM if a Poll is called.

Vote

Ordinary Resolutions

For

Against Withheld

  1. To receive the Company's Annual Report and Accounts for the financial period ended 31 December 2023 (the "Annual Report"), which include the Directors' Report and the Auditor's Report.
  2. To approve the Directors' Remuneration Report together with the Auditor's Report for the period ended 31 December 2023.

3. To approve the Company's replacement Long Term Incentive Plan (LTIP).

Vote

For

Against Withheld

10. To re-elect Martin Ratchford as a Director of the Company.

11. To re-elect Clair Preston-Beer as a Director of the Company.

12. To re-elect Donald Grant as a Director of the Company.

  1. To re-appoint BDO LLP as auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next annual general meeting of the Company at which the annual report and accounts are laid.
  2. To authorise the Board, on the recommendation of the Audit and Risk Committee, to determine the remuneration the Auditor.
  3. To approve the Company's dividend policy to declare and pay all dividends of the Company as interim dividends.
  4. To re-elect Mark Pain as a Director of the Company.

Directors be generally and unconditionally authorised to allot Ordinary Shares up to the limits set out in the Meeting.

Company's future ESG commitments be approved.

the passing of resolution 13, the Directors shall have the power to disapply pre-emption rights, in with sections 570 & 573 of the Companies Act, up to the limits set out in the Notice of Meeting.

the passing of resolution 13, the Directors shall have an additional power to disapply pre-emption rights in with acquisitions or capital investments, in accordance with sections 570 & 573 of the Companies Act, up set out in the Notice of Meeting.

8. To re-elect Alice Avis MBE as a Director of the Company.

the Company to purchase its own Ordinary Shares up to the limits set out in the Notice of Meeting.

9. To re-elect Duncan Garrood as a Director of the Company.

18. That a general meeting of the Company other than an annual general meeting may be called on not less than 14 clear days' notice.

Signature

In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

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C0000000000

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Empiric Student Property plc to be held at the offices of FTI Consulting, 200 Aldersgate, Aldersgate Street, London EC1A 4HD on 22 May 2024 at 11a.m, and at any adjourned meeting.

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

Please use a black pen. Mark with an X

Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

inside the box as shown in this example.

Vote

Vote

Ordinary Resolutions

For

Against Withheld

For

Against Withheld

1.

To receive the Company's Annual Report and Accounts for the financial period

10.

To re-elect Martin Ratchford as a Director of the Company.

ended 31 December 2023 (the "Annual Report"), which include the Directors' Report

and the Auditor's Report.

2.

To approve the Directors' Remuneration Report together with the Auditor's Report

11.

To re-elect Clair Preston-Beer as a Director of the Company.

for the period ended 31 December 2023.

3.

To approve the Company's replacement Long Term Incentive Plan (LTIP).

12.

To re-elect Donald Grant as a Director of the Company.

4.

To re-appoint BDO LLP as auditors of the Company to hold office from the

13.

That the Directors be generally and unconditionally authorised to allot Ordinary

conclusion of this meeting until the conclusion of the next annual general meeting of

Shares up to the limits set out in the Notice of Meeting.

the Company at which the annual report and accounts are laid.

5.

To authorise the Board, on the recommendation of the Audit and Risk Committee,

14.

That the Company's future ESG commitments be approved.

to determine the remuneration of the Auditor.

Special Resolutions

6.

To approve the Company's dividend policy to declare and pay all dividends of the

15.

Subject to the passing of resolution 13, the Directors shall have the power to

Company as interim dividends.

disapply pre-emption rights, in accordance with sections 570 & 573 of the

Companies Act, up to the limits set out in the Notice of Meeting.

7.

To re-elect Mark Pain as a Director of the Company.

16.

Subject to the passing of resolution 13, the Directors shall have an additional power

to disapply pre-emption rights in connection with acquisitions or capital investments,

in accordance with sections 570 & 573 of the Companies Act, up to the limits set out

in the Notice of Meeting.

8.

To re-elect Alice Avis MBE as a Director of the Company.

17.

To authorise the Company to purchase its own Ordinary Shares up to the limits set

out in the Notice of Meeting.

9.

To re-elect Duncan Garrood as a Director of the Company.

general meeting of the Company other than an annual general meeting may

on not less than 14 clear days' notice.

I/We instruct my/our proxy as indicated on this form. Unless

he or she sees fit or abstain in relation to any business of the meeting.

Signature

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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Empiric Student Property plc published this content on 22 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 April 2024 06:35:04 UTC.