Marlowe : Proxy Card 2022

MARLOWE PLC (THE "COMPANY")

(registered number 09952391)

FORM OF PROXY

FORM OF PROXY FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON

14 SEPTEMBER 2022 AT 10.00 AM

Please insert full name(s) and address(es) in BLOCK LETTERS

I/We

of

being (a) member/members of Marlowe plc hereby appoint the Chairman of the Meeting, or

of

as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 20 Grosvenor Place, London, SW1X 7HN on 14 September 2022 at 10.00am and at any adjournment thereof, on the resolutions listed below, as indicated by an 'X' in the appropriate box and, on any other resolutions, as he thinks fit.

Please tick here if this proxy appointment is one of multiple appointments being made

Vote

For Against witheld

ORDINARY RESOLUTIONS

1 To receive the Company's annual accounts for the financial year ended 31 March 2022 together with the directors' report and the auditor's report on those accounts.

2 To appoint RSM UK Audit LLP as auditors of the Company.

3 To authorise the directors to set the auditors' remuneration.

4 To re-appoint Rachel Bernadette Addison Horsley as a director of the Company.

1. To re-appoint Adam Thomas Councell who stands for re-election as a director of the Company.
2. To re-appoint Peter Michel Reeder Gaze who stands for re-election as a director of the Company.
3. To re-appoint Gillian Dawn Celia Kent who stands for re-election as a director of the Company.

8 To re-appoint Kevin Quinn who stands for re-election as a director of the Company.

1. To re-appoint Charles Antony Lawrence Skinner who stands for re-election as a director of the Company
2. To re-appoint Charles Antony Lawrence Skinner who stands for re-election as a director of the Company

SPECIAL RESOLUTIONS

11 To disapply section 561 Companies Act 2006.

12 To disapply section 561 Companies Act 2006 for the purposes of financing a qualifying transaction.

13 To authorise the Company to make market purchases of its own shares.

Signed

Date

NOTES

1. A member who is entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend, speak and to vote instead of him/her provided each proxy is appointed to exercise rights in respect of different shares. To appoint more than one proxy (an) additional proxy form(s) may be obtained by contacting Link Asset Services, Proxy Department, Central Square, 29 Wellington Street, Leeds
   LS1 4DL, or you may photocopy this page indicating on each copy the name of the proxy you wish to appoint and the number of shares in respect of which the proxy is appointed. All forms must be signed and should be returned to Link Registrars in the same envelope.
2. A proxy need not be a member of the Company but must attend the meeting to represent you.
   To appoint as your proxy a person other than the Chairman of the meeting, insert their full name in the space provided. If you sign and return this proxy form with no name inserted as such, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions.
3. If someone else signed the form on your behalf, you or that person must send the power of attorney or other written authority under which it is signed to the address overleaf.
4. In the case of joint holders, the vote of the senior member who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of any other of the joint holders. For these purposes, seniority shall be determined by the order in which the names stand on the register of members.
5. In the case of a corporation, this Form of Proxy must be executed under its common seal or signed on its behalf by a duly authorised officer.
6. To be valid any proxy form or other instrument appointing a proxy must be:
7. 1. completed and signed;
   2. sent or delivered to Link Asset Services, Proxy Department, Central Square, 29 Wellington Street,
      Leeds, LS1 4DL; and
   3. received by Link Asset Services no later than 10.00am on 12 September 2022.
8. To register your vote electronically, log on to our registrar's web site at www.signalshares.com and follow the instructions on screen. To be valid your proxy must be registered not later than 10.00am on
   12 September 2022. Do not show these details to anyone unless you wish them to give proxy instructions on your behalf.
9. Completion of a Form of Proxy will not affect the right of a member to attend and vote at the Annual General Meeting.
10. To direct your proxy how to vote on the resolutions mark the appropriate box on your proxy form with an 'X'. To abstain from voting on a resolution, select the relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
11. 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. The message must be transmitted so as to be received by the Company's agent, Link Asset Services Limited (CREST Participant ID: RA10), no later than 48 hours before the time appointed for the meeting. 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 Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
12. You may not use any electronic address provided either in this form of proxy or any related documents (including the notice of meeting) to communicate with the Company for any purposes other than those expressly stated.