How to get to the venue
CA MO T MI E LE E S R T. T H S O U D B N E D A V S O IS D R IT PH B E M C L A H P O T LD X T EE A R O TR O K B THRO N S S T. GMO TO Y S PRI R D R U ALDGATE ILL CA A SwissRe K H NCES ST EET MO E’ E TR T M M S AT Form of proxy for use by the holders of ordinary shares of the Company at the Annual General Meeting to be held on Tuesday, National Rail E S I P G DL E LBuildingE LA EE E T S CE LD DN S T A EA R . HR T H . T S O E U D B N T 27 April 2010 at 9.00am at Xchanging, 34 Leadenhall Street, London EC3A 1AX (the ‘Meeting’). There are rail stations nearby at Fenchurch Street, E D A A V S O LEADENHA IS D G H CORNHILL R LL STREET IT D P DLR B E M CH L P OL X B A ET LD R A OT Liverpool Street, Cannon Street and London Bridge. E Lloyd’s of I BANK R O A B L K TH ST S . RO N L T GMO TO 0 London Y S PRI R I D R T LO 1 U LL E ALDGATE I K T A K NCES ST M A SwissRe H I ET E R E E Notes to the form of proxy N B RE ’ A M S ST E M AT G R E S L P G D L H R Building LA D T T L C E SE E LD I O N C . A W DN T T S A R S Y S RE E R O I H E LIME D R . L T T L ’ E R 1. A member is entitled to appoint a proxy of his own choice. The Chairman of the Meeting will act as proxy unless another proxy Underground U S A T I I I A E H R A M F S C G ILL LEADENHALL D S CORNH E STREE D DLR T ET T E L R C E H is chosen. If any other proxy is preferred please delete the words ‘the Chairman of the Meeting or’ and insert the name of the The nearest underground stations are: FE TR B C A E NC S T BANK A Lloyd’Hs UofR CH I U E L E R T C C R L A 0 London N N I
E T
O G A N LO 1
L E TOWER GATE
K T N S
T M A R proxy you wish to appoint and initial the alteration. A proxy need not be a member of the Company but must attend the meeting Aldgate E I RE B E N G A E A
E M T N R E S L L
G A H N D S R
T I T C A L S HE O I
N
C . K A L
W T P T C
R S R Y S E R O
I E ME N D I G L . T L I A R in person. (Metropolitan and Circle lines) ’ R L T U G S R N A I S MONUMENT M M I I E I A E H A TOWERR HILL L T S M T H F L C O I T W D S E E T E E T W R E E 2. A member of the Company is entitled to appoint a proxy to exercise all or any of his rights to attend, speak and vote at a general Bank E H R C R S FE ST TR S TC E G NC H E E A HU RC E U N E T R C T I R C A N BYWA R N K D STREET
E PON G A
L TOWER GATE
meeting of the Company. A member may appoint more than one proxy provided that each proxy is appointed to exercise the rights (Central, Northern and Waterloo & City lines) N ST
RE E
E G A T N E L AS N
T I
CH A
E K A L
P C
R
attached to different shares. To appoint more than one proxy, you should photocopy the proxy form. Please indicate in the box next Monument N
. I A G T G
R N S MONUMENT M M E I A TOWER HILL L T T H L O I W T to the proxy holder’s name the number of shares in relation to which you authorise them to act as your proxy. If left blank your (District and Circle lines) E E W R S E TR S G EE N T I BYWARD proxy will be deemed to be authorised in respect of your full voting entitlement (or if this form of proxy has been issued in respect Tower Hill P K STREET of a designated account for a member, the full voting entitlement for that designated account). Please also indicate by ticking the (District and Circles lines) London Underground British Rail box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned DLR Docklands Light Railway P Public Car Park together in the same envelope. Docklands Light Railway 3. In the case of an individual, this form of proxy should be signed by the appointer. In the case of a corporation, this form of proxy There are nearby stations at Bank and Tower Gateway. Xchanging must be executed under its common seal or under the hand of an officer, attorney or other person duly authorised. 34 LeadenhallLondon Underground Street British Rail DLR Docklands Light Railway P Public Car Park 4. In the case of joint holders, the vote of the senior holder who votes whether in person or by proxy in respect of the holding will By car London EC3A 1AX be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority is determined by the order in which Details of parking in the area surrounding Leadenhall Street Telephone: +44 (0)20 7780 6999 the names stand in the register of members in respect of the joint holding. can be found at www.masterpark.org.uk Facsimile: +44 (0)20 7780 6998 5. Please insert a cross (‘x’) in the appropriate box to indicate how you wish your vote to be cast in respect of each resolution. To abstain from voting on a resolution, select the relevant vote ‘withheld’ box. A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes for and against a resolution. In the absence of an indication as to how to vote, your proxy will exercise his or her discretion as to whether, and if so how, he or she votes. 6. The proxy will act in his/her discretion in relation to any business other than the above at the Meeting including any resolution to amend a resolution or to adjourn the Meeting. 7. To be valid, this form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority must be lodged with Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex BN99 6GN, not less than 48 hours (excluding any part of a day that is not a working day) before the time of the Meeting. 8. Any alteration or deletion must be signed or initialled. 9. The completion and return of this form will not prevent a member from attending and voting at the Meeting. 10. Any electronic communication sent by a shareholder to the Company or Equiniti Limited which is found to contain a computer virus will not be accepted. 11. Arrangements will be put in place at the Meeting so that, on a poll, if more than one corporate representative for the same Shareholder communications election form: please read before completing the form corporate member completes a poll card, then one of those corporate representatives/the Chairman will be treated as the designated corporate representative to cast (or withhold) votes on the poll and the other corporate representatives for that member will give This document is important and requires your immediate attention. The Company would like to communicate with its directions to that corporate representative/the Chairman as to how votes are to be cast (or withheld). Corporate members are shareholders via its website rather than by sending them paper communications. referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives Please read the options overleaf and take the appropriate action on how you would like to receive shareholder communication. ( www.icsa.org.uk) for further details of this procedure. The guidance includes a sample form of appointment letter if the Chairman is being appointed. We are working to reduce paper consumption. You can view documents or information electronically on the Company’s website www.xchanging.com
If you have already opted to receive paper communication and wish to continue to do so, you should choose option 3 on this form and return it in the envelope provided by 23 April 2010.
If you do not choose option 3 and return this form, or you do not register online at www.shareview.co.uk, you will be deemed to have agreed to use the website for communication and receive notification by post. If you have previously registered online at www.shareview.co.uk and wish to continue receiving shareholder communication in this manner, no further action is required.
You may change your instruction at any time by writing to Equiniti Ltd, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.
Please note that the Company reserves the right to communicate and send any document as a paper communication should it feel it is appropriate to do so and it will continue to send certain documents to shareholders by post including share certificates, dividend cheques, dividend payment vouchers and tax vouchers.