Shire Pharmaceuticals Group plc
Annual General Meeting 2002
Form of proxy
Please read the Notice of the Annual General Meeting and the notes overleaf
before completing this form.
I/We, being a member/members of Shire Pharmaceuticals Group plc, hereby
appoint the Chairman of the Meeting, or* as my/our proxy and on a poll to
vote for me/us and on my/our behalf at the Annual General Meeting of the
Company to be held on 13 June 2002 at 11am and at any adjournment thereof.
Please indicate your vote by marking the boxes in black ink.
Resolutions For Against Abstain
1 To receive and consider the directors' report
and financial statements for
the year ended 31 December 2001.
2 To re-appoint Dr James Henry Cavanaugh as a
director.
3 To re-appoint Dr Barry John Price as a director.
4 To re-appoint Ronald Nordmann as a director.
5 To re-appoint Arthur Andersen as Auditors and
authorise the directors to fix their
remuneration.
6 To receive the Report of the Remuneration
Committee.
7 To authorise the allotment of shares (Section
80 Companies Act 1985).
8 To authorise a limited disapplication of
pre-emption rights (Section 89 Companies
Act 1985).
9 To amend the Employee Stock Purchase Plan.
10 To authorise market purchases.
SIGN HERE TO MAKE YOUR VOTE VALID
Signature(s) Date
In the case of joint holders, the signature of any one holder is sufficient.
*If you wish to appoint someone other than the Chairman as your proxy, please
delete the words "the Chairman of the Meeting or" and insert the name of your
proxy _in the space provided. A proxy must attend the Meeting in person to
represent you. A proxy need not be a shareholder.
To be valid this form must be received by the Company's Registrar no later than
48 hours before the Meeting commences.
Shire Pharmaceuticals Group plc
Annual General Meeting 2002
The Annual General Meeting is being held at 11am on Thursday 13 June 2002 at _
WestLB Panmure, Woolgate Exchange, 25 Basinghall Street, London EC2V 5HA.
(MAPS)
Woolgate Exchange_
How to find us
WestLB Panmure, Woolgate Exchange,
25 Basinghall Street, London EC2V 5HA
Telephone +44 (0)20 7020 4000
Nearest stations:
Moorgate: Circle, Northern, Hammersmith
and City, Metropolitan lines; mainline rail
(three minutes' walk)
Bank: Central, Northern, Waterloo and City;
Docklands Light Railway (four minutes' walk)
Liverpool Street: Central, Circle,
Hammersmith and City, Metropolitan lines;
mainline rail (six minutes' walk)
Please detach here and bring to AGM
Attendance card
If you are attending the Annual General Meeting please bring this card with you,
duly signed, and hand it in at the shareholder registration desk on arrival.
Signature
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Capacity attending (please tick appropriate box)
For own shareholding
As proxy*
*A proxy may vote on a poll, but not on a show of hands.
Lloyds TSB Registrars
The Causeway
Worthing
West Sussex
BN99 6ZL
ENGLAND
Notes
1 Please indicate by placing a single mark in the appropriate space how you
wish your votes to be cast in respect of each of the resolutions referred
to overleaf. If this form is duly signed and returned, but without any
specific direction as to how you wish your votes to be cast, your proxy may
vote or abstain, at his/her discretion. On any other business (including a
motion to adjourn the meeting or to amend any of the resolutions) the proxy
may vote at his/her discretion.
2 In the case of joint shareholders, the vote of the first named in the
register of members of the Company who tenders a vote, whether in person or
by proxy, shall be accepted to the exclusion of the votes of the other
joint holders.
3 This form must be executed by the shareholder(s) or their attorney duly
authorised in writing. In the case of a shareholder which is a corporate
body, this form must be executed either under its common seal, by the
signatures of a director and its secretary or of two directors or under the
hand of an officer or attorney duly authorised in writing on its behalf.
4 Pursuant to Regulation 41 of the Uncertificated Securities Regulations
2001, the time by which a person must be entered on the register _ of
members of the Company in order to have the right to attend or vote at the
Annual General Meeting is 6pm on 11 June 2002. If the _ Annual General
Meeting is adjourned, the time by which a person must be entered on the
register of members of the Company in order to have the right to attend or
vote at the adjourned meeting is 6pm on the date two days preceding the
date fixed for the adjourned meeting. Changes to entries on the register of
members of the Company after 6pm on 11 June 2002 will be disregarded in
determining the rights of any person to attend or vote at the Meeting.
5 To be valid, this form must be completed, signed and deposited at, or
returned by post to, the office of the Company's registrars, Lloyds TSB
Registrars, The Causeway, Worthing, West Sussex BN99 6ZL, England, United
Kingdom not less than 48 hours before the time appointed for _the Meeting.
Please note that shareholders returning this form of proxy by post from outside
the United Kingdom should affix a stamp.