Beacon Rise Holdings PLC

Proxy Solicitation & Information Statement • Apr 19, 2023

Beacon Rise Holdings PLC

(incorporated and registered in England and Wales with registered number 13620150)

(the Company)

GENERAL MEETING - FORM OF PROXY

Before completing this form, please read the explanatory notes overleaf.

I ...................................................................................................................... being a member of the Company appoint the Chairman of the meeting or ………………………………………………….(see note 2) as my proxy to attend and speak on my behalf at the General Meeting of the Company to be held on at Boot Room, 154-160 Fleet Street, Blackfriars, London, EC4A 2DQ on Monday, 15 May 2023 at 3 pm and at any adjournment of the meeting.

I direct my proxy to speak on my behalf, to consider whether any, and if so, what steps should be taken by the Company to address the fact that the net assets of the Company have fallen to half or less than half of its called-up share capital, pursuant to section 656 of the Companies Act 2006.

If you wish to appoint multiple proxies, please see note 2 below. Please tick here if you are appointing more than one proxy: [ ]

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_______________________

(Member)

Date

Notes

1 Form of proxy

• 1.1 As a member of the Company you are entitled to appoint a proxy or proxies to exercise all or any of your rights to attend and speak at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes. If the proxy is being appointed in relation to part of your holding only, please enter in the box next to the proxy's name the number of shares in relation to which they are authorised to act as your proxy. If this box is left blank they will be authorised in respect of your full voting entitlement.
• 1.2 Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

2 Appointment

2.1 A proxy does not need to be a member of the Company but must attend the meeting to represent you. If you wish to appoint a proxy other than the chairman of the meeting, insert their full name in the space provided. If you leave this space blank, the chairman of the meeting will be appointed

your proxy. Where you appoint as your proxy someone other than the chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the chairman and give them the relevant instructions directly.

2.2 You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you may copy this form. If you are appointing more than one proxy, please indicate in the space next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy and indicate by ticking the relevant box that the proxy appointment is one of multiple appointments being made. Multiple proxy appointments should be returned together in the same envelope.

3 Returning your form of proxy

• 3.1 To appoint a proxy using this form, the form must be:
  • (a) Completed and signed;
  • (b) Sent or delivered to the Company at Kemp House, 160 City Road, London, England, EC1V 2NX; and
  • (c) Received by the Company no later than 3 pm UK time on 11 May 2023.
• 3.2 In the case of a member which is a company, this proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
• 3.3 As an alternative to completing this hard-copy proxy form, you can appoint a proxy electronically by email to info@beaconrise.uk. For an electronic proxy appointment to be valid, your appointment must be received by the Company no later than 3 pm UK time on 11 May 2023.
• 3.4 If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting.
• 3.5 You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those expressly stated.