Haydale Graphene Industries : Proxy

HAYDALE GRAPHENE INDUSTRIES PLC

Please note you can register your vote(s) online for the Annual General Meeting at www.shareregistrars.uk.com Click on the "Proxy Vote" button and then follow the on‐screen instructions. There is no need to return this form if you have voted online.

User Access

Name Code

FORM OF PROXY

Proxy form for use by Shareholders of Haydale Graphene Industries plc at the Annual General Meeting to be held at the Company's offices at Clos Fferws, Parc Hendre, Capel Hendre, Ammanford, Carmarthenshire, SA18 3BL at 11.00 a.m. on 29 November 2022.

I/We (name in full):	(insert name in BLOCK CAPITALS)
of:	(insert ADDRESS)
being (a) member(s) of the Company, hereby appoint the Chair of the Meeting or	(see Note 1)

as my/our proxy to exercise all or any of my/our rights to vote on a show of hands or on a poll vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on 29 November 2022, and at any adjournment thereof.

Please clearly mark the boxes below to instruct your proxy how to vote.

			Vote
ORDINARY RESOLUTIONS	For	Against	Withheld

1. To receive the audited accounts of the Company for the financial year ended 30 June 2022 and the reports of the Directors and Auditors thereon.
2. To elect, as a Director of the Company, Ryan Howard.
3. To re‐elect, as a Director of the Company, David Doidge Richard Banks.
4. To re‐elect, as a Director of the Company, Jonathan Mark Chapman.
5. To appoint Crowe UK LLP as Auditors of the Company and to authorise the Directors to determine their remuneration.
6. To authorise the Directors to allot shares in the Company.

SPECIAL RESOLUTION

7. To authorise the Directors to dis‐apply statutory pre‐emption rights in certain circumstances.

Please indicate with an "X" in the appropriate box opposite the resolutions how you wish your votes to be cast. (See Note 4 below). A 'Vote Withheld' is not a vote in law and is not counted in the calculation of the proportion of the votes 'For' and 'Against'.

Signature:

Name:

(PRINT IN CAPITALS)

Notes

As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to vote at a general meeting of the Company. You must follow the procedures set out in these notes.

1. If you wish to appoint as a proxy a person other than the Chair of the Meeting (who need not be a member), please delete the words "the Chair of the Meeting" and insert the name of the other person. All alterations made to this Proxy Form must be initialled by the signatory.
2. The completion and return of this Proxy Form does not prevent you from attending in person and voting at the Meeting should you subsequently decide to do so.
3. A member may appoint more than one proxy. When two or more valid but differing instruments of proxy are delivered in respect of the same share for use at the same meeting and in respect of the same matter, the one which is lastly validly delivered (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which instrument was lastly validly delivered, none of them shall be treated as valid in respect of that share.
4. If you wish your proxy to cast all of your votes for or against a resolution you should insert an "X" in the appropriate box. If you wish your proxy to cast only certain votes for and certain votes against, insert the relevant number of shares in the appropriate box. In the absence of instructions, your proxy may vote or abstain from voting as he or she thinks fit on the specified resolutions and, unless instructed otherwise, may also vote or abstain from voting as he or she thinks fit on any other business (including on a motion to amend a resolution, to propose a new resolution or to adjourn the Meeting) which may properly come before the Meeting.
5. This Proxy Form must be signed by the shareholder or his/her attorney. Where the shareholder is a corporation, the signature must be under seal or signed by a duly authorised representative. In the case of joint shareholders, any one shareholder may sign this Proxy Form. The vote of the senior joint shareholder (whether in person or by proxy) will be taken to the exclusion of all others, seniority being determined by the order in which the names stand in the register of members in respect of the joint shareholding.
6. To be valid, this Proxy Form (together with any power of attorney or other authority under which it is signed or a copy of such authority certified notarially or in some other way approved by the Board of Directors) must be received at the offices of the Company's registrars, Share Registrars Limited, Molex House, 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX by 11.00 a.m. on 25 November 2022.

Perivan 264371