Baltic Classifieds : Proxy form 2023

BALTIC CLASSIFIEDS GROUP PLC

Annual General Meeting - 2023

Attendance Card

Attendance Card Explanatory Notes

Please detach and retain this section.

The Annual General Meeting ("AGM") of Baltic Classifieds Group PLC is to be held on Wednesday 27 September 2023 at Saltoniškių st. 9b, LT-08105Vilnius, Lithuania

at 9:00am (BST)/ 11:00am local time

!If you wish to attend the meeting, please bring this card with you as evidence of your right to attend and vote.

You should not attend the AGM if you have COVID-19 or are experiencing any of its main symptoms.

Irrespective of whether or not you intend to attend the AGM, we would encourage you to appoint the Chair of the Meeting as your proxy. This will ensure that your vote will be counted if ultimately you (or any other proxy you might otherwise appoint) are not able to attend on the day.

You can appoint a proxy and submit your voting instructions by using one of the methods set out in the Notes to the Notice of AGM.

The Annual General Meeting

of Baltic Classifieds Group PLC is to be held on Wednesday 27 September 2023

at Saltoniškių st. 9b, LT-08105 Vilnius, Lithuania at 9:00am (BST)/ 11:00am local time

• NOTICE OF AVAILABILITY
  IMPORTANT - PLEASE READ CAREFULLY

You can access the 2023 Notice of AGM and the 2023 Annual Report and Accounts in the Investors section of the Company's website at www.balticclassifieds.com

You can submit your proxy online via the Registrar's website at www.sharevote.co.uk using the details on the form of proxy or, if you have already registered with Equiniti online portfolio service, Shareview, you can submit your form of proxy at www.shareview.co.uk.

If you are an institutional investor, you may wish to submit your proxy electronically using the Proxymity platform. If you are a member via CREST, you may submit your proxy electronically using the CREST system.

If you wish to receive a paper copy of either document please contact

• You should not attend the AGM if you have COVID-19 or are experiencing any of its main symptoms.Equiniti at Aspect House, Spencer Road, Lancing BN99 6DA.

Name of person(s) attending:

Signature(s):

Shareholder Reference Number:

Baltic Classifieds Group PLC

Form of Proxy - 2023 Annual General Meeting

You may use this form to appoint a proxy on your behalf.

• Important:
  Please read the instructions and Notes overleaf before completing this form

Voting ID:		Task ID:			Shareholder Reference Number:
Name(s) of person(s) appointed as proxy:	Please leave blank if you have selected the Chair.
	Do not insert your own name(s) here

I/We being (a) member(s) of the Baltic Classifieds Group PLC (the "Company") hereby appoint the Chair of the Meeting OR (see note 2) those named below as my/our proxy to vote for me/ us and on my/our behalf at the Annual General Meeting (the "AGM") of the Company to be held at 9:00am (BST)/ 11:00am local time on 27 September 2023 and at any adjournment thereof at to be held at Saltoniškių st. 9b, LT-08105 Vilnius, Lithuania.

Number of shares proxy appointed over:

For Against Abstain

• To receive the reports and financial statements for the financial year ended 30 April 2023.

1. To approve the directors' Remuneration Report for the financial year ended 30 April 2023
   To declare a final dividend of €1.7 cents per Ordinary Share for the
2. financial year ended 30 April 2023, payable on 13 October 2023 to ordinary Shareholders registered on the register of members at the close of business on 8 September 2023.

4 To re-elect Trevor Mather as a director of the Company.

5 To re-elect Justinas Šimkus as a director of the Company.

6 To re-elect Lina Mačienė as a director of the Company.

7 To re-elect Simonas Orkinas as a director of the Company.

8 To re-elect Ed Williams as a director of the Company.

9 To re-elect Tom Hall as a director of the Company.

10 To re-elect Kristel Volver as a director of the Company.

For Against Abstain

11 To re-elect Jurgita Kirvaitienė as a director of the Company.

12 To re-appoint KPMG LLP as auditor of the Company

13 To authorise the audit committee for and on behalf of the Board to determine the remuneration of the auditor.

14 To authorise political donations and incur political expenditure.

15 To authorise the allotment of shares.

16 To authorise the Takeover Panel waiver in relation to Resolution 19

17 To empower the Directors to disapply pre-emption rights

18 To empower the Directors to further disapply pre-emption rights in connection with an acquisition or specified capital investment.

19 To authorise the Company to purchase its own shares (on-market)

1. To authorise the Company to purchase its own shares (off-market from the Apax Holding Company)
2. To call general meetings (other than annual general meetings) on not less than 14 days' notice.

Please indicate with an 'X' here

Signature:

Date:

if you are appointing more than one proxy (see note 2 overleaf)

if you intend to attend the meeting despite appointing a proxy

BALTIC CLASSIFIEDS GROUP PLC

Annual General Meeting - 2023

Attendance Card

The proxy form must be signed. In the case of joint accounts, one holder may sign the proxy form. The vote of the senior who tenders a vote will be taken to the exclusion of all others. In the case of a corporation, this form must be executed either under its common seal or under the hand of an officer or attorney duly authorised.

1. A member may appoint a proxy or proxies (who need not be a member of the Company) to exercise all or any of his rights to attend, speak and vote at the meeting.
2. You can appoint the Chair of the meeting or anyone else to be your proxy at the AGM. You can also, if you wish, 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 no name is inserted in the space provided, the Chair of the meeting will be deemed to be appointed as proxy.
3. • To appoint the Chair as your sole proxy in respect of all of your shares, fill in any voting instructions and sign and date the form of proxy - leave all other proxy appointment details blank.
   • To appoint a single proxy other than the Chair in respect of all of your shares, delete the words "the Chair of the meeting or (see note 2)" and insert the name of your proxy in the space provided.
   • To appoint more than one proxy, you should photocopy the form of proxy. You must complete a separate form of proxy for each proxy unless you are appointing your proxies electronically in which case, please refer to note 7 below.
4. The proxy must attend the meeting in person to represent you. The completion of a form of proxy does not preclude the member from attending or voting in person.
5. Please indicate how you wish your proxy to vote on the resolutions by inserting 'X' in the appropriate space.
6. In the case of a corporation, the proxy must be under its common seal (if any) or the hand of its duly authorised agent or officer. In the case of an individual, the proxy must be signed by the appointor or his agent, duly authorised in writing.
7. In the case of joint holders, the signature of only one of the joint holders is required but, if more than one votes, the vote of the first named on the register of members will be accepted to the exclusion of other joint holders.
8. In order to be valid, an appointment of proxy must be returned (together with any authority under which it is executed or a copy of the authority certified notarially or in some other way approved by the directors) by one of the following methods:

• in hard copy form by post, by courier or by hand to the Company's Registrars: Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA no later than 48 hours (excluding non-working days) before the time appointed for the meeting;
• by submitting an electronic proxy appointment by logging into the Registrar's website www.sharevote.co.uk. Members will need their Voting ID, Task ID and Shareholder Reference Number ("SRN"), printed on the face of the accompanying proxy form. Full details of the procedures are given on the website;
• Members who have already registered with the Registrar's online portfolio service Shareview can submit a proxy by logging into their profile at www.shareview.co.uk and clicking on the link to vote; or
• If you are a member via CREST, you may submit your proxy electronically using the CREST system.
• If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform. For more information go to www.proxymity.io.

For the appointment to be valid, your electronic instructions or the Form of Proxy must be received by the Company's Registrar, Equiniti, no later than 09.00am on 25 September 2023.

1. The right to vote at the Company's AGM is determined by reference to the Company's register of members (the "Register"). Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended) and section 360B of the Companies Act 2006, only those persons entered in the Register as at 6.30pm on 25 September 2023 (or, if the AGM is adjourned, 6.30pm on the day which is two business days before the time of the adjourned meeting) (the "Specified Time") shall be entitled to attend, speak and vote at the AGM in respect of the number of shares registered in their name at such time. Changes to entries on the Register after the Specified Time shall be disregarded in determining the rights of any person to attend, speak and vote at the AGM.
2. If two or more valid forms of proxy are delivered in respect of the same share, the one which was delivered last (regardless of its date or the date of its execution) will be valid.
3. The summaries of the resolutions are for guidance only. You are advised to read the accompanying Notice of Meeting carefully.

If you need any help, please contact the Registrar's helpline on [phone].