GRESHAM TECHNOLOGIES PLC

AGM Information • Mar 23, 2016

AAATDFAADAADAFDDDATTDADTDDFAFADFFADF

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

Gresham Computing plc

Incorporated in England and Wales. Registered number 1072032.

Proxy form

Please read the accompanying Notice of Annual General Meeting and the Explanatory Notes before completing this form. I/We the undersigned, being a member/members of Gresham Computing plc (the "Company"), hereby appoint:

the Chairman of the meeting (default);

…………………………………………………… (Enter name of proxy if not the Chairman)

as my/our proxy to attend, speak and vote for me/us and on my/our behalf as directed below at the Annual General Meeting of the Company to be held at 11.00 a.m. on Thursday 28 April 2016 and at any adjournment thereof.

Directions to my/our proxy:

ons oluti Res	For	Against	Withheld	Discretionary
orts p e re d th ents an m pany's financial state ditor e au d th m e directors an Co e To receive th of th 1.
e g th din ort (exclu p on re erati mun olicy) e directors' re on p erati mun prove th directors' re p To a 2.
pany m Co e ditor of th O LLP as au D oint B p p To re-a 3.
on erati mun e re gree th pany e directors to a m Co e ditor of th orise th e au To auth of th 4.
pany m Co e ocha as a director of th Man ect Ian To el 5.
on 551 ot shares pursuant to secti Act") e " 6 (th e directors to all 0 0 Act 2 panies orise th m Co To auth e of th 6.
Act e 70 of th on 5 ghts pursuant to secti on ri pti m ply pre-e p To dis-a 7.
% 0 p to 1 pany of u m Co e market purchase by th pital ed share ca e prove th of its issu p To a 8.
gs) eetin m eral en er than annual g otice ear days' n gs (oth 4 cl ess than 1 eetin m eral ot l en ed on n orise g to be call To auth 9.

Member details and execution:

Explanatory Notes:

As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the meeting and any adjournment of it. You may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to different shares held by you. However, you may only appoint a proxy using the procedures set out in these notes. To appoint more than one person to act as your proxy, you may photocopy this form and must clearly state on each form how many shares the proxy is appointed in respect of. If this proxy appointment is one of multiple appointments being made, please tick here If you wish your proxy to speak on your behalf at the meeting, you will need to appoint your own choice of proxy (not the Chairman) and give your instructions

directly to them. A proxy need not be a member of the Company. The appointment of a proxy will not preclude you from attending and voting at the meeting in person should you so decide, but in such event, your proxy appointment(s) will automatically be terminated.

You may specify how you wish your vote(s) to be cast on each of the resolutions by placing a mark in the appropriate boxes in the table above. Where you specify the 'Discretionary' option, or do not specify any option at all, your proxy will, on receipt by the Company of this proxy form, duly signed, be authorised to vote, or abstain from voting, as he/she thinks fit. Your proxy can also do this on any other resolution that is properly put to the meeting but not referred to above. The 'Withheld' option is provided to enable you to instruct your proxy not to vote on any particular resolution. A vote withheld in this way 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.

A corporation may execute this proxy form under its common seal or under the hand of a duly authorised officer or attorney. In the case of joint shareholders, the names of both or all the joint holders should be stated but the signature of the first named holder on the register of members will be accepted to the exclusion of any other joint holder.

To be valid, your proxy form must be properly completed and signed and delivered (together with the power of attorney or other authority, if any, under which it is signed or a duly certified copy of such power or authority) to Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA, to be received not later than 48 hours before the time fixed for the meeting.