CHRYSALIS INVESTMENTS LIMITED

Proxy Solicitation & Information Statement • Nov 26, 2020

FORM OF PROXY

For use by holders of Ordinary Shares in

MERIAN CHRYSALIS INVESTMENT COMPANY LIMITED

Relating to the Extraordinary General Meeting ("EGM") to be held at 3rd Floor, 1 Le Truchot, St Peter Port, Guernsey, GY1 1WD at 11:45 a.m. on 18 December 2020.

I/We (name in full) ................................................................................................................................................................... (BLOCK LETTERS) of (address in full)............................................................................................................................................................... (BLOCK LETTERS)

being (a) holder(s) of.........................................................Ordinary Shares of no par value each in the capital of Merian Chrysalis Investment Company Limited (the "Company") hereby appoint the Chairman of the meeting or (note 2)

........................................................................ as my proxy to vote for me/us on my/our behalf at the EGM of the Company to be held at 3rd Floor, 1 Le Truchot, St Peter Port , Guernsey, GY1 1WD at 11:45 a.m. on 18 December 2020 on the following resolutions to be put to the meeting and at any adjournment thereof.

Please indicate how you wish your proxy to vote by entering in the relevant box the number of Ordinary Shares ("Shares") held by you which you wish to allocate to each voting option (note 3).

	For (No. of Shares)	Against (No. of Shares)	Abstain (No. of Shares)
Special Resolutions
THAT, the name of the Company be changed to Chrysalis Investments Limited.

Date: .............................................................................................................

Signature(s): .................................................................................................

.......................................................................................................................

Notes:

• 1. A member entitled to attend and vote is entitled to appoint one or more proxies to attend, speak, and vote instead of him, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. A proxy need not be a member.
• 1. If any other proxy is preferred, delete the words "the Chairman of the meeting or (note 2)" and add the name of the proxy (who need not be a member of the Company) whom you wish to appoint and initial the alteration. The return of a Form of Proxy duly completed will not preclude a member from attending and voting at the meeting in person.
• 1. Please indicate how you wish your proxy to vote in the resolutions. In the absence of any direction your proxy may, in his/her discretion, vote or abstain from voting in respect of the resolutions. If you fail to select any of the given options, the proxy is authorised to vote (or abstain from voting) at his or her discretion on the resolutions. The proxy is also authorised to vote (or abstain from voting) on any other business which may properly come before the meeting.
• 1. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please indicate if the proxy instruction is one of multiple instructions given. All forms must be signed and returned together in the same envelope.
• 1. To be valid, this Form of Proxy (together with the original or a notarially certified copy of a power of attorney or other authority under which it is executed must be received by the Company's registrars, Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY not less than 48 hours before the time of the meeting or adjourned meeting or such later time as the Board may allow. In calculating such 48-hour period, no account shall be taken of any part of a day that is not a business day in Guernsey.
• 1. Where the appointer is a corporation this Form of Proxy must be under common seal or under the hand of an officer or attorney duly authorised in writing.
• 1. In case of joint holders, the vote of the senior who renders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register of Shareholders, in respect of the joint holding. The signature of any one joint holder will be sufficient but the name of all joint holders should be stated.
• 1. By attending the EGM, a Shareholder expressly agrees that he/she is requesting and willing to receive any communication made at the EGM.
• 1. To allow effective constitution of the EGM, if it is apparent to the Chairman that no Shareholders will be present in person or by proxy, other than by proxy in the Chairman's favour, then the Chairman may appoint a substitute to act as proxy in his stead for any Shareholder, provided that such substitute proxy shall vote on the same basis as the Chairman.