KROMEK GROUP PLC

General Meeting

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For use by holders of ordinary shares of 1p each in Kromek Group plc in respect of the General Meeting to be held at Kromek Group plc, NETPark, Thomas Wright Way, Sedgefield, TS21 3TD, United Kingdom on 25 May 2023 at 1.00 pm and at any adjournment thereof.

KROMEK GROUP PLC

Proxy Form for General Meeting

I/We

of

being (a) Member(s) of Kromek Group plc, hereby appoint

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Event Code:

Black&Callow c120229

in respect of

  shares

(Please insert full name(s) and address(es) in block letters - see Note 1 overleaf)

      Please tick here if you are appointing more than one proxy (Note 1 overleaf)

or failing him/her the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the General Meeting of the Company to be held on 25 May 2023 and at any adjournment thereof.

I/We direct the proxy to vote on the business of the Meeting as indicated below. If no specific direction as to voting is given, the proxy/proxies will, at his/her discretion, vote or abstain as he/she decides on any matter arising at the Meeting.

ORDINARY RESOLUTION

Please indicate with an "X" in the spaces provided how you wish your votes to be

For

Against Vote Withheld

cast. If no specific direction is given the proxy will vote or abstain at his discretion.

1.

To authorise the Directors to allot relevant securities up to an aggregate nominal amount of £1,605,643.72 being equal to 160,564,372 New

Ordinary Shares (i.e. the maximum number of New Ordinary Shares available under the Firm Placing and Open Offer) and to grant rights

X

X

X

to subscribe for or to convert any security into shares pursuant to Section 551 of the Companies Act 2006.

SPECIAL RESOLUTION

2.

To authorise the Directors to allot equity securities pursuant to Section 570 of the Companies Act 2006, as set out in the

X

X

X

Notice of General Meeting.

Signature(s)

Date

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 Chairman, please insert the name of your chosen proxy holder in the space provided (see over). If the proxy is being appointed in relation to less than your full voting entitlement, please enter the number of shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
  2. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate 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 right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communication from the Company in accordance with section 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the registered shareholder who holds shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
  4. The 'Vote Withheld' option 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.
  5. 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 6.00pm on 23 May 2023. 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.
  6. You can vote/appoint a proxy: by logging on to www.signalshares.comand following the instructions or

7. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual.

  1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
  2. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be

properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear .com). The message, regardless of whether it constitutes the appointment of a proxy, or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's registrars (ID: RA10) by the latest time(s) for receipt of proxy appointments specified in Note 13 below. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

  1. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings (www.euroclear.com).
  2. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).
  3. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
  4. The completion and return of this form will not preclude a member from attending the meeting and voting in person. If you attend the meeting in person, your proxy appointment will automatically be terminated.
  5. The Form of Proxy must arrive at Link Group PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL during usual business hours accompanied by any Power of attorney under which it is executed (if applicable) no later than 1.00 pm on 23 May 2023.
  6. If you prefer, you may return the proxy form to the Registrar in an envelope addressed to Freepost Link Group PXS 1. Please note that delivery using this service can take up to 5 business days.

Link Group PXS1,

Central Square,

29 Wellington Street,

Leeds, LS1 4DL

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Disclaimer

Kromek Group plc published this content on 09 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 May 2023 17:07:01 UTC.