11. 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).
12. A corporation which is a shareholder can appoint one
or more corporate representatives who may exercise,
on its behalf, all its powers as a shareholder provided
that no more than one corporate representative
exercises powers over the same share. A Director,
the company secretary, or some person authorised
for the purpose by the company secretary,
may require any representative to produce a certified
copy of the resolution so authorising him or such other
evidence of his authority reasonably satisfactory to
such Director, company secretary or other person
before permitting him to exercise his powers.
13. Any person to whom this notice is sent who is a person
nominated under section 146 of the Companies
Act 2006 to enjoy information rights (a “Nominated
Person”) may, under an agreement between them
and the member by whom they were nominated,
have a right to be appointed (or to have someone
else appointed) as a proxy for the Annual General
Meeting. If a Nominated Person has no such proxy
appointment right or does not wish to exercise it,
they may, under any such agreement, have a right to
give instructions to the member as to the exercise of
voting rights. Anyperson holding 3% of the total voting
rights in the Company who appoints a person other
than the Chairman as his or her proxy(ies) will need to
ensure that both he or she and such proxy(ies) comply
with their respective disclosure obligations under the
UK Disclosure Guidance and Transparency Rules.
14. The statement of the rights of members in relation
tothe appointment of proxies in paragraphs 2 and
3above does not apply to Nominated Persons.
Therights described in these paragraphs can
only be exercised by members of the Company.
15. As at close of business on 20 April 2023 (being the
latest practicable date prior to publication of this
document), the Company’s issued share capital
comprised 412,174,356 Ordinary Shares and there
were no shares held in treasury. Each Ordinary Share
carries the right to one vote at a general meeting of
the Company and therefore the total number of voting
rights in the Company as at close of business on
20 April 2023 is 412,174,356.
16. No Director has a service contract with the Company,
however, copies of Directors’ letters of appointment
will be available for inspection for at least 15 minutes
prior to the meeting and during the meeting.
17. Under section 338 of the Companies Act 2006,
members may require the Company to give,
to members of the Company entitled to receive this
Notice of Meeting, notice of a resolution which may
properly be moved and is intended to be moved at the
Annual General Meeting. Under section 338A of that
Act, members may request the Company to include
in the business to be dealt with at the Annual General
Meeting any matter (other than a proposed resolution)
which may be properly included in the business.
18. Members should note that it is possible that, pursuant
to requests made by the members of the Company
under section 527 of the Companies Act 2006,
the Company may be required to publish on a website
a statement setting out any matter relating to: (i)
the audit of the Company’s accounts (including the
auditor’s report and the conduct of the audit) that are
to be laid out before the Annual General Meeting;
or (ii) any circumstances connected with an auditor of
the Company ceasing to hold office since the previous
meeting at which annual accounts and reports were
laid in accordance with section 437 of the Companies
Act 2006. The Company may not require the members
requesting any such website publication to pay its
expenses in complying with sections 527 or 528 of the
Companies Act 2006. Where the Company is required
to place a statement on a website under section
527 of the Companies Act 2006, it must forward the
statement to the Company’s auditor not later than the
time when it makes the statement available on the
website. The business which may be dealt with at the
Annual General Meeting includes any statement that
the Company has been required under section 527 of
the Companies Act 2006 to publish on the website.
19. Pursuant to section 319A of the Companies Act
2006, the Company must cause to be answered at
the Annual General Meeting any question relating to
the business being dealt with at the Annual General
Meeting which is put by a member attending the
meeting, except in certain circumstances, including if
it is undesirable in the interests of the Company or
the good order of the meeting that the question be
answered or if to do so would involve the disclosure of
confidential information.
20. You may not use any electronic address provided
either in this Notice of Meeting or any related
documents (including the Form of Proxy) to
communicate with the Company for any purposes
other than those expressly stated.
21. There are special arrangements for holders of shares
through abrdn Investment Plan for Children, abrdn
Investment Trusts Share Plan and abrdn Investment
Trust ISA (“Plan Participants”). These are explained
in the separate ‘Letter of Direction’ which Plan
Participants will have received with this Annual Report.
172 Annual Report 2022