Randall & Quilter Investment : Form of Proxy June 2021

All Correspondence to:

Computershare Investor Services PLC

The Pavilions, Bridgwater Road,

Bristol, BS99 6ZY

Form of Proxy - Annual General Meeting to be held on 21 June 2021 at 1.00 p.m. BST.

Cast your Proxy online...It's fast, easy and secure!

www.investorcentre.co.uk/eproxy

Control Number: 917267 SRN:

PIN:

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN and agree to certain terms and conditions.

View the Notice of Meeting online: www.rqih.com

Register at www.investorcentre.co.uk/je - manage your shareholding online, the easy way!

To be effective, all proxy appointments must be lodged with the Company's Registrars at:

Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 17 June 2021 at 1.00 p.m. BST.

Explanatory Notes:

1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 702 0000 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted 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.
4. Entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6.00 p.m. BST on 17 June 2021 (or, if the meeting is adjourned, at the time being 48 hours before the time of any adjourned meeting (without taking into account any part of a day which is not a Business Day). Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
5. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 702 0000 to request a change of address form or go to www.investorcentre.co.uk/je to use the online Investor Centre service.
6. Any alterations made to this form should be initialled.
7. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
8. The Company is committed to ensuring the safety of all its stakeholders. In the lead up to the Annual General Meeting, it is closely monitoring the impact of the Covid-19 virus in the United Kingdom and the UK Government's restrictions and guidance on public gatherings and social distancing. The Company is planning to conduct the meeting with the minimum number of Shareholders present so as to enable the Annual General Meeting to be quorate. This is expected to mean that only one Director and a single further Shareholder will be physically present at the meeting and social distancing measures will be in place. Shareholders are therefore encouraged to submit a Form of Proxy (preferably electronically by going to the following website www.investorcentre.co.uk/ eproxy in advance of the Annual General Meeting. Shareholders are specifically requested not to appoint a named individual as their proxy but instead to appoint the Chairman of the Meeting.
   Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services (Bermuda) Limited accept no liability for any instruction that does not comply with these conditions.

172084_198370_RUN_ONS/000001/000001/SG601//i

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman.

Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

*

I/We hereby appoint the Chairman of the Annual General Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Randall & Quilter Investment Holdings Ltd to be held at 71 Fenchurch Street, Ground Floor, London, EC3M 4BS on 21 June 2021 at 1.00 p.m. BST, and at any adjourned meeting.

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).	Please use a black pen. Mark with an X
	Please mark here to indicate that this proxy appointment is one of multiple appointments being made.
	inside the box as shown in this example.
Ordinary Resolutions	For	Against

1. THAT: the Company's accounts for the year ended 31 December 2020 and the reports of the directors and auditors thereon be received and adopted.

Vote

Withheld

2. THAT: William Spiegel be re-appointed as a director of the Company.

3. THAT: Alan Quilter be re-appointed as a director of the Company.

4. THAT: Tom Solomon be re-appointed as a director of the Company.

5. THAT: Philip Barnes be re-appointed as a director of the Company.

6. THAT: Alastair Campbell be re-appointed as a director of the Company.

7. THAT: Joanne Fox be re-appointed as a director of the Company.

8. THAT: Eamonn Flanagan be re-appointed as a director of the Company.

9. THAT: PKF Littlejohn LLP, who offer themselves for re-appointment, be re-appointed as auditors to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.

10. THAT: the Audit Committee be authorised to determine the remuneration of the auditors.

1. THAT: a final dividend of 0.2 pence per ordinary share of the Company for the year ended 31 December 2020 be declared, which shall be payable on 24 June 2021 to shareholders who are on the register of members as at the close of business on 4 June 2021.
2. THAT: the directors be authorised to allot and/or grant rights to subscribe for shares, and/or to sell treasury shares, in accordance with the terms of Resolution 12.

Special Resolutions

1. THAT: the directors be authorised to allot and/or grant rights to subscribe for shares, and/or to sell treasury shares, with an aggregate nominal value up to £548,512.24 on a non-preemptive basis, and otherwise pre-emptively, in accordance with the terms of Resolution 13.
2. THAT: the directors be authorised to allot and/or grant rights to subscribe for shares, and/or to sell treasury shares, in connection with a rights issue in accordance with the terms of Resolution 14.

15. THAT: the Bye-Laws of the Company be amended in accordance with the terms of Resolution 15.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature

Date

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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