AB Dynamics : Proxy Form

AB DYNAMICS PLC

Incorporated and registered in England and Wales with Registered No. 08393914

FORM OF PROXY

For use at the Annual General Meeting to be held at the offices of Tulchan Communications, 2nd Floor, 85 Fleet Street, London EC4Y 1AE on Wednesday 12 January 2022 at 11.00am

I/We (insert name & address) 

being a member of AB Dynamics plc (the 'Company') and entitled to vote at the Annual General Meeting, hereby appoint the

Chairman of the meeting or 

(Please carefully complete using BLOCK CAPITALS and black ink)

as my/our proxy to vote for me/us and on my/our behalf in the manner indicated below at the Annual General Meeting of the Company to be held at the offices of Tulchan Communications, 2nd Floor, 85 Fleet Street, London EC4Y 1AE on Wednesday 12 January 2022 at 11.00 a.m. and at any adjournment thereof.

Please indicate with an X in the appropriate space opposite each resolution how you wish your vote to be cast.

For	Against Withheld

ORDINARY RESOLUTIONS

1. To receive and consider the directors' reports, the auditor's report and the accounts for the year ended 31 August 2021

2. To approve the Directors' remuneration report

3. To declare a final dividend of 3.24 pence per share

4. To re-appoint Richard Elsy as a Director of the Company

5. To re-appoint Louise Evans as a Director of the Company

6. To re-appoint Richard Hickinbotham as a Director of the Company

7. To re-appoint Sarah Matthews-DeMers as a Director of the Company

8. To re-appoint Dr James Routh as a Director of the Company

1. To re-appoint Crowe U.K. LLP as auditors and authorise the directors to fix their remuneration
2. To authorise the directors of the Company to allot securities up to an aggregate nominal amount of £75,407.

SPECIAL RESOLUTION

11. To give the Directors limited power to allot securities for cash up to an aggregate nominal amount of £11,311 without making a pre-emptive offer to shareholders

Enter number of shares in relation to which your proxy is authorised to vote

or leave it blank to authorise your proxy to act in relation to your full entitlement 

Please also tick this box if you are appointing more than one proxy	Date	/	/

Signature(s) 

Please return this form to Share Registrars Limited, Molex House, The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX to arrive no later than 48 hours (ignoring any part of a day that is not a working day) before the time fixed for the Annual General Meeting.

Notes

1. If you wish to vote at the Annual General Meeting but are unable to attend in person, you may appoint a proxy to exercise all or any of your rights to attend, speak and vote on your behalf by completing the form of proxy. A proxy need not be a member of the Company. If you wish to appoint a proxy other than the Chairman, you should delete the words 'the Chairman of the meeting or' and enter the name of the proxy where indicated on the form of proxy. Your changes should be initialled. If you sign and return the form of proxy with no name of your proxy inserted where indicated, the Chairman of the meeting will be deemed to be your proxy.
2. You may appoint more than one proxy provided that each proxy is appointed in respect of the rights attached to a different share or shares held by you. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may photocopy this form of proxy. Please mark the box on the form of proxy above with an "X" to indicate that the proxy appointment is one of multiple instructions being given and insert in the box where indicated the number of shares in relation to which they are entitled to act as your proxy (which, in aggregate, should not exceed the total number of shares held by you). All Forms of Proxy must be signed.
3. Appointment of a proxy (or any CREST Proxy Instruction, as described in the notice of the Annual General Meeting) does not preclude a member from attending the meeting and voting in person.
4. Any alteration to this Form of Proxy must be initialled.
5. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, those shareholders registered in the Register of Members of the Company at 11.00am on
   10 January 2022 or, in the event that the meeting is adjourned, in the Register of Members 48 hours (ignoring any part
   of a day that is not a working day) before the start of any adjourned meeting, shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at the relevant time. Changes to entries on the Register of Members after such time(s) and date(s) (as applicable) shall be disregarded in determining the rights of any person to attend and vote at the meeting.

1. To be effective, this form of proxy, duly completed, must be lodged with Share Registrars Limited at Molex House, The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX or by scan and email to [e-mail] not less than 48 hours (ignoring any part of a day that is not a working day) before the time appointed for the meeting (being 11.00am on 10 January 2022) or any adjournment thereof together with, if appropriate, the power of attorney or other authority (if any) under which it is signed or a certified copy of such power of attorney.
2. If you want your proxy to vote in a certain way on the resolutions specified please place a mark ("X") in the "For", "Against" or "Withheld" box for the relevant resolution. The "Withheld" option is provided to enable you to instruct your proxy to abstain on any particular resolution. However, it should be noted that a vote withheld in this way is not a vote in law and will not be counted in the calculation of the proportion of votes "For" and "Against" any particular resolution. In the absence of instructions, the person(s) you have appointed as your proxy(ies) may vote as they choose or may decide not to vote at all and, unless otherwise instructed, may also vote or abstain from voting on any other matter (including amendments to resolutions) which may properly come before the Annual General Meeting.
3. In the case of a corporation, this form must be executed under its common seal or under the hand of an officer or agent who is duly authorised in writing to sign on behalf of the Corporation. In the case of an individual, this form must be signed by the individual or by an attorney duly authorised to sign on his/her behalf. In the case of joint shareholders, the signature of the senior shareholder (seniority to be determined by the order in which the names stand in the register of members) shall be accepted to the exclusion of all other joint holders. The names of all joint shareholders should be stated at the top of the form.
4. CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service should refer to the notes to the notice of the Annual General Meeting.