Attendance Card

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

The Chair of PZ Cussons plc invites you to attend the Annual General Meeting of the Company to be held at Manchester Business Park, 3500 Aviator Way, Manchester, M22 5TG on 24 November 2022 at 10.30 am.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 24 November 2022

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: 918090

SRN:

PIN:

View the Annual Report and Notice of Meeting online: https://www.pzcussons.com/share-price/general-meetings/

Register at www.investorcentre.co.uk - elect for electronic communications & 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 22 November 2022 at 10.30 am.

Explanatory Notes:

  1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chair, 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 their discretion as to whether, and if so how, they vote (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise their discretion as to whether, and if so how, they vote).
  2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 1221 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' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
  4. 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.
  1. 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.
  2. 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 1221 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
  3. Any alterations made to this form should be initialled.
  4. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
  5. As an alternative to completing this hard-copy proxy form, you can appoint a proxy electronically by emailing a full scanned copy of this form to #UKCSBRS.ExternalProxyQueries@computershare.co.uk. For an electronic proxy appointment to be valid, your appointment must be received by the Registrar no later than 10.30 am on 22 November 2022.
  6. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. For details of how to change your proxy instructions or revoke your proxy appointment, see the notes to the notice of meeting.
  7. In the case of joint holders, where more than one of the joint holders completes a proxy appointment, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

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

179926_216030_RUN_ONS/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 audited financial statements for the year ended 31 May 2022 and the reports of the Directors and the auditor thereon.
  2. To approve the Report on Directors' Remuneration (other than the part containing the Directors' Remuneration Policy) for the year ended 31 May 2022.
  3. To declare a final dividend for the year ended 31 May 2022 of 3.73p per Ordinary Share of 1p each in the Company.

4. To re-elect J C Myers as a Director.

5. To re-elect S Pollard as a Director.

6. To re-elect C L Silver as a Director.

7. To re-elect K Bashforth as a Director.

8. To re-elect D Kucz as a Director.

9. To re-elect J R Nicolson as a Director.

10. To re-elect J C D Townsend as a Director.

Vote

For Against Withheld

11. To re-elect J Sodha as a Director.

12. To re-elect V Juarez as a Director.

13. To re-appoint Deloitte LLP as the auditor of the Company.

14. To authorise the Audit & Risk Committee to fix the remuneration of the auditor.

  1. That the Directors are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares.
  2. That, subject to the passing of Resolution 15, the Directors are empowered pursuant to sections 570 and 573 of the Companies Act 2006 to allot equity securities for cash.

Special Resolutions

  1. That the Company is generally and unconditionally authorised pursuant to section 701 of the Companies Act 2006 to make market purchases of Ordinary Shares.
  2. That any general meeting of the Company (other than an annual general meeting) may be called on not less than 14 clear days' notice.

19. To authorise political donations and political expenditure.

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 Chair.

Please leave this box blank if you want to select the Chair. Do not insert your own name(s).

*

I/We hereby appoint the Chair 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 PZ Cussons plc to be held at Manchester Business Park, 3500 Aviator Way, Manchester, M22 5TG on 24 November 2022 at 10.30 am, 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 audited financial statements for the year ended 31 May

11.

To re-elect J Sodha as a Director.

2022 and the reports of the Directors and the auditor thereon.

2.

To approve the Report on Directors' Remuneration (other than the part

12.

To re-elect V Juarez as a Director.

containing the Directors' Remuneration Policy) for the year ended 31 May

2022.

3.

To declare a final dividend for the year ended 31 May 2022 of 3.73p per

13.

To re-appoint Deloitte LLP as the auditor of the Company.

Ordinary Share of 1p each in the Company.

4.

To re-elect J C Myers as a Director.

14.

To authorise the Audit & Risk Committee to fix the remuneration of the

auditor.

5.

To re-elect S Pollard as a Director.

15.

That the Directors are generally and unconditionally authorised pursuant

to section 551 of the Companies Act 2006 to exercise all the powers of the

Company to allot shares.

6.

To re-elect C L Silver as a Director.

16.

That, subject to the passing of Resolution 15, the Directors are

empowered pursuant to sections 570 and 573 of the Companies Act 2006

to allot equity securities for cash.

Special Resolutions

7.

To re-elect K Bashforth as a Director.

17.

That the Company is generally and unconditionally authorised pursuant to

section 701 of the Companies Act 2006 to make market purchases of

Ordinary Shares.

8.

To re-elect D Kucz as a Director.

18.

That any general meeting of the Company (other than an annual general

meeting) may be called on not less than 14 clear days' notice.

9. To re-elect J R Nicolson as a Director.

19. To authorise political donations and political expenditure.

10. To re-elect J C D Townsend as a Director.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature

Date

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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Disclaimer

PZ Cussons plc published this content on 14 October 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 October 2022 05:30:59 UTC.