Eircom shareholders who will not attend Friday's extraordinary general meeting (e.g.m.) in Dublin but want to vote for the Vodafone offer should post their voting forms today to ensure they meet the closing date.
This form does not allow shareholders to vote against the deal. But forms that are not returned will make it more difficult for the company to get the required level of acceptances for the deal to go ahead. Acceptances covering just over 50 per cent of all Eircom shares in issue are required.
For their vote to be counted, their Form of Acceptance must be received at Computershare Services in Dublin's Sandyford Industrial Estate by 3 p.m. on Sunday May 13th. Since there is no general weekend postal delivery in Dublin, the form would need to be posted today to ensure its arrival at Computershare by the last post on Friday.
On Friday, shareholders will vote at the e.g.m. on the board's recommended resolution that Eircell be demerged from Eircom. The Vodafone offer for Eircell will not be voted on at the e.g.m. - this is a separate paper ballot which has to sent to the Computershare office. But the two votes are inextricably linked - to be sold to Vodafone Eircell must first be demerged from Eircom. The Vodafone voting form, which shareholders will have received in recent weeks with the raft of documentation from Eircom, is the white form entitled Recommended offer by USB Warburg Ltd on behalf of Vodafone Group Plc. The form is set out in six boxes with instructions on the reverse side.
For their vote to count, a shareholder should check that the details of their name and address in Box 1 are correct - if there are errors the shareholder should enter the correct information. Box 2 shows the number of Eircell 2000 shares - the demerged Eircell - that will be allotted to the shareholder if the demerger is approved. This will be the same as the number of Eircom shares the shareholder currently holds.
If shareholders have recently bought or sold Eircom shares, the number of Eircell 2000 shares in Box 2 may not be correct. They should enter the correct number in Box 2A - based on one Eircell 2000 share for every Eircom share they own.
Shareholders need to enter their signature in Box 3, or all signatures in the case of joint shareholdings. These signatures must be made in the presence of an independent witness who is aged over 18 years and is not one of the joint shareholders. The witness must sign the form in Box 3.
Shareholders have been asked to provide a daytime telephone number so that staff at Computeshare who will check each form can follow up any queries about the form within the deadline period. Eircom shareholders who plan to attend the e.g.m. to vote on the demerger resolution should bring along their attendance card - it is on the lower half of the Form of Proxy. This attendance card and the poll card included in the information pack should be brought along to the e.g.m. The former facilitates entry to the e.g.m. , while the poll card is for use at the e.g.m. if a ballot is called. The e.g.m. starts at 11 a.m. on Friday at the Point Depot, East Link Bridge, North Wall, Dublin 1. Eircom is providing shuttle buses leaving from the the Custom House every 10 minutes between 9.30 a.m. and 10.30 a.m. Anyone who holds Eircom shares is entitled to vote for or against the proposal on the basis of one vote per share. Shareholders can vote on the demerger issue either at the e.g.m. or by returning a completed Form of Proxy (blue/ white form), or a Form of Direction (orange/white form) if they hold their shares through the Eircom nominee account. Proxy/direction forms from shareholders not attending the e.g.m. needed to be returned by today for their votes to be counted at the e.g.m.
Shareholders who have returned proxy forms but then find they want to attend and vote at the meeting, can revoke their proxy instructions by sending a written notice to the company at 114, St Stephen's Green West, Dublin 2. Written notices must be received at Eircom up to one hour before the start of the a.g.m.
