Computacenter PLC

Proxy Solicitation & Information Statement • Apr 9, 2020

Notes to the Form of Proxy

• 1. Please indicate with an X in the space provided as to how you wish your vote to be cast. If you give no indication, the proxy will exercise his/her discretion both as to how he/she votes and as to whether or not he/she withholds a vote.
• 2. In the case of a corporation, this form must be given under the Common Seal or signed by an officer or attorney of the corporation duly authorised to sign it. In the case of an individual, this Form of Proxy must be signed by the shareholder or his/her attorney.
• 3. A proxy need not also be a shareholder of the Company.
• 4. The completion of this Form of Proxy will not of itself prevent a shareholder attending and voting in person, but your attention is drawn to the section headed "Impact of COVID-19 outbreak" in the Chairman's Letter to which the notice of meeting is attached.
• 5. In the case of joint holders, any one of them may sign this proxy, but the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the Register of Members.
• 6. This Form of Proxy, together with any power of attorney or other authority under which it is signed, must be lodged with the Company's Registrar, Equiniti, Aspect House, Spencer Road, Lancing, BN99 6DA not later than 11.30am on Tuesday 12 May 2020.
• 7. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, 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 6.30pm on Tuesday 12 May 2020. 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.
• 8. You may, if you wish, register your proxy appointment electronically via the website www.sharevote.co.uk or, if you hold shares through CREST, using the CREST electronic proxy appointment service. To use Sharevote you will need the Voting ID, Task ID and Shareholder Reference Number shown on your Form of Proxy. Shareholders who have registered with Equiniti's on-line portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio at www.shareview.co.uk using their user ID and password. Once logged in simply click "View" on the "My Investments" page, click on the link to vote then follow the on-screen instructions. Full instructions on the procedure are given on the respective websites. A proxy appointment made electronically will not be valid if sent to any address other than those provided or if received after 11.30am on Tuesday 12 May 2020. For details of how to use the CREST service please refer to the Notice of Annual General Meeting. Please note that any electronic communication found to contain a computer virus cannot be processed and will not be accepted.

Annual General Meeting	m on 14 May 2020 To be held at 11.30a
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Notice of Availability – IMPORTANT please read carefully

You can now access the Annual Report & Accounts for the financial year ended 31 December 2019 and Notice of Annual General Meeting at investors.computacenter.com. You can submit your proxy online at www.sharevote.co.uk

+ + FORM OF PROXY for the Annual General Meeting

1104-114-S

To be held at 11.30am on 14 May 2020

Voting ID Task ID Shareholder Reference Number

I/We, the undersigned shareholder(s) of Computacenter plc, hereby appoint the Chairman of the Meeting as my/ our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the Annual General Meeting of the Company to be held at 11.30am on 14 May 2020 and at any adjournment thereof.

Vote

I/We direct my/our proxy to vote on the following resolutions as indicated below.

• For Against withheld 1. To receive the Report and Accounts. 2. Approval of the Annual Statement by the Chairman of the Remuneration Committee and the Annual Remuneration Report. 3. Approval of the Directors' Remuneration Policy. 4. Approval of a final dividend of 26.9 pence per ordinary share. 5a. To re-elect A F Conophy. 5b. To elect R Haas. 5c. To re-elect P W Hulme. 5d. To elect L Mitic. 5e. To re-elect M J Norris. 5f. To re-elect P J Ogden. 5g. To re-elect T M Powell. 5h. To re-elect R Rivaz. 5i. To re-elect P Ryan. 6. Re-appointment of KPMG LLP as Auditor. 7. Authorise the Directors to agree the Auditor's remuneration. 8. Approval of Schedule C to the Computacenter 2018 Sharesave Plan. 9. Renewal of authority to allot shares. 10. Disapplication of pre-emption rights to the allotment of equity securities and sale of treasury shares for cash. 11. Disapplication of pre-emption rights for the purposes of financing an acquisition or other capital investment.
  • 12. Authority to purchase own shares.
  • 13. That a general meeting (other than an AGM) may be called on not less than 14 clear days' notice.

The AGM is due to be held on 14 May 2020 at 11.30am.

I/We authorise my/our proxy to act at his/her discretion in relation to any other business arising at the meeting (including any resolution to adjourn the meeting).

Date	Signature(s)

• +

บุฎสิวั— ปั่วในปี พ.ศ. 25 ตรงตราสารา
อัลบั้ม 178 66N8
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