Upland Resources : Form of Proxy 2023

UPLAND RESOURCES LIMITED

All Correspondence to:

Computershare Investor Services (Jersey) Limited

The Pavilions, Bridgwater Road,

Bristol, BS99 6ZY

Form of Proxy - 2023 Annual General Meeting to be held on 29 December 2023

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To be effective, all proxy appointments must be lodged with the Company's Registrars at:Computershare Investor Services (Jersey)

Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 27 December 2023 at 11.00 am

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. 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.
3. Pursuant to regulation 40 of the Companies (Uncertificated Securities) (Jersey) Order 1999, as amended, 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 5.30 pm on 27 December 2023. 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.

1. 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 703 0000 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
2. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 40 of the Companies (Uncertificated Securities) (Jersey) Order 1999, as amended.
3. Any alterations made to this form should be initialled.

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 (Jersey) Limited accept no liability for any instruction that does not comply with these conditions.

186082_229608_RUN_ONS/000001/000001/SG601//i

Form of Proxy

Please use a black pen. Mark with an X inside the box as shown in this example.

I/We hereby appoint the Chairman of the Meeting OR the following person

*

Please leave this box blank if you have selected Chairman. Do not insert your name(s).

I/We hereby appoint the Chairman of the 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 Upland Resources Limited to be held at the Dunstan Den room at the Canopy by Hilton 11-15Minories Street London EC3N 1AX on 29 December 2023 at 11.00 am, and at any adjourned meeting.

Please use a black pen. Mark with an X inside the box as shown in this example.

Ordinary Resolutions

1. THAT PKF Littlejohn LLP be appointed as auditors of the Company to hold office until the conclusion of the next general meeting at which the accounts of the Company are laid before the Company and its members and the Directors be authorised to fix the remuneration of the auditors.

Vote

For Against Withheld

2 THAT Mr Aimi Nasharuddin be re-elected as a Director of the Company.

3 THAT Mr Andrew Hurst be re-elected as a Director of the Company.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as they see 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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