DWF GROUP PLC

Pre-Annual General Meeting Information • Sep 22, 2020

Audiocast log-in details

If you would like to attend the meeting electronically, please follow the instructions on pages 12 and 13 of the Notice of Meeting. You will require the following details:

Meeting ID: 122-449-680

SRN: [personalised]

Password: [personalised]

Annual general meeting Attendance card

The second Annual General Meeting of DWF Group plc will be held at and broadcast live from 20 Fenchurch Street, London EC3M 3AG, at DWF's offices on Floor 31. The meeting will take place at 2.00pm on 21 October 2020.

Due to the restrictions in place in relation to COVID-19, the Directors strongly recommend that you attend the AGM electronically. To participate electronically, watch and listen to the presentations, vote your shares and put questions to the Company you will need to log in to the meeting via the website web.lumiagm.com. To log in you will need the Meeting ID, your SRN and Password (all provided adjacent).

Please detach this attendance card before posting the Form of Proxy.

Form of Proxy

Voting ID:

Task ID: Shareholder Reference Number:

Please read the accompanying notes carefully before completing this form. Please indicate how you wish to cast your vote by

Do not enter your own name. Leave blank if you wish to appoint the Chairman. No. of shares

I/We being an ordinary shareholder of DWF Group plc hereby appoint the Chairman of the meeting, or the above-named person as my/our proxy to exercise on my/our behalf all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlements at the Annual General Meeting ("AGM") of DWF Group plc to be held at 2.00pm on Wednesday, 21 October 2020, and at any adjournment thereof.

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

I/We would like my/our proxy to vote on the resolutions proposed at the AGM 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 or adjourned meeting.

Date	Signature
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In the case of a corporation, this appointment must be made under its common seal or be signed on its behalf by an attorney or duly authorised signatory.

Please complete this form and return it to the Registrar, to arrive no later than 2.00pm on Monday, 19 October 2020.

You may submit your proxy electronically at www.sharevote.co.uk using the above details.

placing a cross in ink in the relevant box below.

Resolutions

• 1. To receive the Annual Reports & financial statements for the period ended 30 April 2020.
• 1. To approve the Directors' Remuneration Report.
• 1. To declare a final dividend.
• 1. To re-elect Sir Nigel Knowles as a Director.
• 1. To re-elect Teresa Colaianni as a Director.
• 1. To re-elect Matthew Doughty as a Director.
• 1. To re-elect Samantha Duncan as a Director.
• 1. To re-elect Vinodka Murria as a Director.
• 1. To re-elect Luke Savage as a Director.
• 1. To re-elect Chris Stefani as a Director.
• 1. To re-elect Chris Sullivan as a Director.
• 1. To elect Jonathan Bloomer as a Director.
• 1. To re-appoint Deloitte LLP as Auditors.
• 1. To authorise the Audit Committee to determine the Auditors' remuneration.
• 1. To authorise political donations.
• 1. To authorise the allotment of shares.
• 1. To disapply pre-emption rights.
• 1. To further disapply pre-emption rights for investment purposes.
• 1. To authorise market purchases of own shares.
• 1. To permit the holding of general meetings on not less than 14 clear days' notice.

Explanatory notes Explanatory notes

See also the notes in the Notice of Meeting document See also the notes in the Notice of Meeting document

• 1. Every shareholder may appoint some other person, who need not be a shareholder, as his or her proxy to exercise all or any of her or his rights to attend, speak and vote at the meeting electronically or in person. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy in the space provided. If the proxy is being appointed in respect of less that your full voting entitlement please enter in the separate box provided the number of shares in relation to which the proxy appointment applies. Explanatory notes: 1. Every Shareholder has the right to appoint some other person(s) of their choice, who need not be a Shareholder, as his or her proxy to exercise all or any of his or her rights to attend, speak and vote on his or her 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 at the top of the Form of Proxy. 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 the number of shares in relation to which they are 1 Every shareholder may appoint some other person, who need not be a shareholder, as his or her proxy to exercise all or any of her or his rights to attend, speak and vote at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy in the space provided. If the proxy is being appointed in respect of less that your full voting entitlement please enter in the separate box provided the number of shares in relation to which the proxy appointment applies. 2 To appoint more than one proxy you may photocopy this form or additional forms may
• 1. To appoint more than one proxy you may photocopy this form or additional forms may be obtained from by contacting the Registrar, Equiniti, on 0371-384-2030 or, from overseas, +44 121-415-7047 between 9.00am and 5.00pm, London time, from Monday to Friday (excluding public holidays). Please indicate the number of shares in respect of which each proxy is authorised to act in the box on each form and tick the box provided to indicate multiple appointments. All forms must be signed and should be returned together. authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this Form of Proxy has been issued in respect of a designated account for a Shareholder, the full voting entitlement for that designated account). 2. To appoint more than one proxy, additional Forms of Proxy may be obtained by contacting the Thomas Cook Group Shareholder helpline on 0371 384 2154 (international telephone number +44 121 415 0182) between 8.30am and 5.30pm (London time) from Monday to Friday (excluding UK be obtained from by contacting the Registrar, Equiniti, on 0371-384-2030 or, from overseas, +44 121-415-7047 between 8.30am and 5.30am, London time, from Monday to Friday (excluding public holidays). Please indicate the number of shares in respect of which each proxy is authorised to act in the box on each form and tick the box provided to indicate multiple appointments. All forms must be signed and should be returned together.
• 1. The form of proxy and power of attorney or other authority, if any, under which it is signed or a notarially certified or office copy of such power or authority must be received by the Company's Registrar, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA not later than 48 hours before the time appointed for the meeting. public holidays) or you may photocopy this Form. Calls to the +44 121 415 0182 number from outside the UK will be charged at applicable international rates. 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 ticking the box provided if the proxy instruction is one of multiple 3 The form of proxy and power of attorney or other authority, if any, under which it is signed or a notarially certified or office copy of such power or authority must be received by the Company's Registrar, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA not later than 48 hours before the time appointed
• 1. Alternatively, you may submit an electronic proxy appointment by logging onto Equiniti's website www.sharevote.co.uk. Shareholders will need their Voting ID, Task ID and Shareholder Reference Number, printed on the face of the Form of Proxy. Full details of the procedures are given on the website. 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 for the meeting. 4 Alternatively, you may submit an electronic proxy appointment by logging onto Equiniti's website www.sharevote.co.uk. Shareholders will need their Voting ID, Task ID and Shareholder Reference Number, printed on the face of the Form of Proxy.
• 1. The completion and return of this form will not preclude a shareholder from attending the meeting and voting in person. calculation of the proportion of the votes 'For' and 'Against' a resolution. Full details of the procedures are given on the website. 5 The completion and return of this form will not preclude a shareholder from attending
• 1. The 'vote withheld' option is provided to enable you to abstain on any particular resolution. Note that a vote withheld is not a vote in law and will not be counted in the proportion of votes for or against a resolution. 4. 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 there, will be determined by reference to the Register of Members of the Company at 6.30pm on 6 February 2018, the day which is two days before the day of the meeting or adjourned meeting. Changes to entries on the Register the meeting and voting in person. 6 The 'vote withheld' option is provided to enable you to abstain on any particular resolution. Note that a vote withheld is not a vote in law and will not be counted in
• 1. Entitlement to attend and vote at the meeting and the number of votes which may be cast will be determined by reference to the Register of Members as at 6.30pm, the close of business, on Monday, 19 October 2020 or two days before any adjourned meeting. Changes to the Register of Members after that time will be disregarded. of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting. 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed the proportion of votes for or against a resolution. 7 Entitlement to attend and vote at the meeting and the number of votes which may be cast will be determined by reference to the Register of Members as at 6.30pm, the close of business, on Wednesday, 18 September 2019 or two days before any
• 1. To appoint one or more proxies or to instruct a proxy via the CREST system, CREST messages must be received by the issuer's agent (ID number RA19) no later than 2.00pm on Monday 19 October 2020, that is 48 hours before the time of the meeting. For this purpose the time of receipt will be taken to be the time, as determined by the CREST system timestamp, 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 35(5)(a) of the Uncertificated Securities Regulation 2001. or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number RA19) no later than 10.30am on 6 February 2018, that is 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 35(5)(a) of the Uncertificated Securities Regulations 2001. 6. The address details on the Annual General Meeting attendance card attached to this Form of Proxy show how your address appears on the Register of Members. If this information is incorrect please adjourned meeting. Changes to the Register of Members after that time will be disregarded. 8 To appoint one or more proxies or to instruct a proxy via the CREST system, CREST messages must be received by the issuer's agent (ID number RA19) no later than Wednesday, 11:00 am on 18 September 2019, that is 48 hours before the time of the meeting. For this purpose the time of receipt will be taken to be the time, as determined by the CREST system timestamp, from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent
• 1. If the address information given overleaf is incorrect please request a change of address form from the Registrar by calling Equiniti on 0371-384-2030 or, from overseas, +44 121-415-7047 (between 9.00am and 5.00pm, London time, from Monday to Friday (excluding public holidays) or via Shareview at www.shareview.co.uk. ring the Shareholder helpline on 0371 384 2154 (international telephone number +44 121 415 0182) between 8.30am and 5.30pm (London time) from Monday to Friday (excluding UK public holidays) to request a change of address form or log on to www.shareview.co.uk. Calls to the +44 121 415 0182 number from outside the UK will be charged at applicable international rates. by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulation 2001. 9 If the address information given overleaf is incorrect please request a change of address form from the Registrar by calling Equiniti on 0371-384-2030 or, from overseas, +44
• 1. You may return your form in a sealed envelope if you prefer, addressed to FREEPOST RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing, BN99 8LU. 7. The completion and returning of this Form of Proxy will not preclude a member from attending the meeting and voting in person. 121-415-7047 (between 8.30am and 5.30am, London time, from Monday to Friday (excluding public holidays) or via Shareview at www.shareview.co.uk.
• 1. Electronic addresses given in this form and the Notice of Meeting may not be used to communicate for any purposes other than those expressly stated. 8. You may not use any electronic address provided in either this Notice of Annual General Meeting or any related documents (including the Form of Proxy) to communicate with the Company for any 10 You may return your form in a sealed envelope if you prefer, addressed to FREEPOST RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing, BN99 8LU. 11 Electronic addresses given in this form and the Notice of Meeting may not be used

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Spencer Road LANCING BN99 8HX Freepost RTHJ-CLLL-KBKU Equiniti Aspect House Spencer Road LANCING BN99 8LU Freepost RTHJ-CLLL-KBKU Equiniti Aspect House Spencer Road LANCING BN99 8LU