Proxy Form

3047-0105

Voting ID

Task ID

Shareholder Reference Number

You can register your proxy appointment electronically at www.sharevote.co.uk using the above numbers. Before completing this form, please read the guidance notes overleaf.

I/We hereby appoint the Chairman of the Meeting or:

NAME OF

NUMBER

MULTIPLE

PROXY

OF SHARES

PROXIES

(see Note 2)

(see Note 2)

(see Note 3)

to act as my/our proxy at the Annual General Meeting of Smiths News plc to be held at 11.30am on Thursday 20 January 2022 and at any adjournment. Please refer to the Notice of Annual General Meeting for the full text of the resolutions. This personalised Proxy Form is not transferable and should be disregarded if you have sold your shareholding.

I/We direct my/our proxy to vote on the following resolutions as I/we have indicated by marking the appropriate box with an 'X'. If no indication is given my/our proxy will vote or abstain from voting at his or her discretion and I/we authorise my/our proxy to vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

Please indicate your vote by marking the appropriate boxes in black ink like this: x

Vote

Vote

Resolution

For

Against Withheld Resolution

For

Against Withheld

Number: Reference Shareholder

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Card Attendance

  1. To receive the accounts and reports of the directors and auditor for the 52 week period ended
    28 August 2021
  2. To approve the directors' remuneration report
  3. To declare a final dividend
  4. To re-elect David Blackwood as a director of the Company
  5. To re-elect Jonathan Bunting as a director of the Company
  6. To re-elect Denise Collis
    as a director of the Company
  7. To re-elect Michael Holt
    as a director of the Company
  8. To re-elect Mark Whiteling as a director of the Company
  1. To elect Paul Baker
    as a director of the Company
  2. To re-appoint BDO LLP as auditor
  3. To authorise the Audit Committee to determine the auditor's remuneration
  4. Authority to make political donations
  5. Authority to allot shares
  6. Authority to partially disapply pre-emptive rights*
  7. Authority to make market purchases of ordinary shares*
  8. Authority to call general meetings (other than the AGM) on 14 clear days' notice*

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* Special resolution

Signature Date

Please place an 'X' in this box if signing on behalf of the shareholder as Power of Attorney, Receiver, or Third Party.

To be valid this Proxy Form must be received by the Company's Registrars, Equiniti, at the address printed overleaf by not later than 11.30am on Tuesday 18 January 2022.

Guidance Notes

Guidance notes for completion of Proxy Form and electronic proxy voting

  1. Shareholders are entitled to appoint one or more proxies to attend, speak and vote at Annual General Meeting (AGM) on their behalf.
    If you wish to appoint a proxy please complete the enclosed Proxy Form and return it, together with any power of attorney or other authority (or a duly certified copy of such power or authority) under which it is executed, to the Company's Registrars, Equiniti, so as to be received no later than 11.30am on 18 January 2022. A proxy need not be a shareholder of the Company and the appointment of a proxy will not prevent you from attending and voting in person.
  2. You can appoint the Chairman of the Meeting, or any other person, as your proxy. If you wish to appoint someone other than the Chairman, cross out the words 'the Chairman of the Meeting or' on the Proxy Form and insert the name of your proxy in the box provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box provided 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).
  3. You may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you. If you wish to appoint more than one proxy, each proxy must be appointed on a separate Proxy Form. Additional Proxy Forms may be obtained by contacting Equiniti on 0371 384 2771* or from outside the UK on +44 (0) 121 415 7565, or you may photocopy the attached Proxy Form. Please indicate by ticking the box provided if the proxy appointment is one of multiple appointments being given. All Proxy Forms must be signed and should be returned together
  4. You can instruct your proxy how to vote on each resolution on which a poll is taken by placing an 'X' in the 'For', 'Against' or 'Vote Withheld' boxes as appropriate. Please note 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. If you do not indicate on the Proxy Form how your proxy should vote, he/she can exercise his/ her discretion as to whether, and if so how, he/she votes on each resolution, as he/she will do in respect of any other business which may properly come before the meeting.
  5. You must sign and date the Proxy Form in the boxes provided. In the case of joint shareholders, only one need sign the Proxy Form. The vote of the senior joint shareholder will be accepted to the exclusion of the votes of the other joint shareholders. For this purpose, seniority will be determined by the order in which the names of the shareholders appear in the register of members in respect of the joint shareholding. If the Proxy Form is signed by someone else on behalf of the registered holder(s), the appropriate power of attorney or other authority (or a duly certified copy of such power or authority) under which it is executed must be returned with the Proxy Form.
  6. A corporation should execute the Proxy Form under its common seal or otherwise in accordance with Section 44 of the Companies Act 2006 or by signature on its behalf by a duly authorised officer or attorney whose power of attorney or other authority should be returned with the Proxy Form.
  7. As an alternative to completing and returning the printed Proxy Form, you may submit your proxy appointment electronically by accessing the website www.sharevote.co.uk, where full details of the procedure are given. The Voting ID, Task ID and Shareholder Reference Number shown on your Form of Proxy will be required. Alternatively, if you have already registered with the Company's Registrars' online portfolio service, Shareview, you can submit your proxy by logging on to your portfolio at www.shareview.co.uk using your usual user ID and password. Once logged in simply click 'View' on the 'My Investment' page, click on the link to vote then follow the on-screen instructions. If you wish to appoint more than one proxy electronically please contact Equiniti on 0371 384 2771* or from outside the UK on +44 (0) 121 415 7565. Electronic proxy voting instructions must be received no later than 11.30am on 18 January 2022.
  8. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM or any adjournment thereof by using the procedures described in the CREST Manual (available at www.euroclear.com). 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.
  9. In order for a proxy appointment or instruction made using the CREST voting service to be valid, the appropriate CREST message
    (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK and Ireland specifications, and must contain the information required for such instruction, as described in the CREST Manual which can be viewed at www.euroclear.com. All messages relating to the appointment of a proxy or an instruction to a previously appointed proxy, which are to be transmitted through CREST, must be received by Equiniti (ID RA19) no later than 11.30am on 18 January 2022. Normal system timings and limitations will apply in relation
    to the input of CREST Proxy Instructions. It is therefore the responsibility of the CREST member concerned to take 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 sponsor(s) or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
  10. 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.
  11. To be entitled to attend and vote at the AGM (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the register of members at 6.30pm on the day that is two business days before the meeting, or any adjourned meeting. Changes to the register of members after this time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
  12. This Proxy Form shows your name as it appears on the register of members. If the information is incorrect, please contact Equiniti on 0371 384 2771* or from outside the UK on +44 (0) 121 415 7565.

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Plus Reply Business Number Licence CTAT-KEHX-RTAR

Equiniti

House Aspect

Road Spencer

LANCING

8HP BN99

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Disclaimer

Smiths News plc published this content on 07 December 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 December 2021 11:38:03 UTC.