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3i Group PLC — Proxy Solicitation & Information Statement 2026
May 27, 2026
4732_agm-r_2026-05-27_3ee37ed0-c61b-4162-ae04-ebbf3063d72f.pdf
Proxy Solicitation & Information Statement
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3i Group plc Annual General Meeting 2026 Proxy form for voting
I/We hereby appoint the Chair of the Meeting or
Name
as my/our proxy to attend and to vote on my/our behalf at the Annual General Meeting of 3i Group plc to be held at 11.00am on 25 June 2026 and at any adjournment of the Meeting.
☐ Please tick here if this proxy appointment is one of multiple appointments being made. For the appointment of more than one proxy please refer to the notes on the reverse of the proxy card.
The Board recommends you vote FOR resolutions 1 to 22
| Resolutions | For | Against | Abstain |
|---|---|---|---|
| 1 To receive and consider the Company's Accounts for the year to 31 March 2026 and the Directors' and Auditor's reports. | ☐ | ☐ | ☐ |
| 2 To approve the Directors' remuneration report. | ☐ | ☐ | ☐ |
| 3 To approve the Directors' remuneration policy. | ☐ | ☐ | ☐ |
| 4 To declare a dividend. | ☐ | ☐ | ☐ |
| 5 To re-appoint Mr S A Borrows as a Director. | ☐ | ☐ | ☐ |
| 6 To re-appoint Ms J H Halai as a Director. | ☐ | ☐ | ☐ |
| 7 To re-appoint Mr J G Hatchley as a Director. | ☐ | ☐ | ☐ |
| 8 To re-appoint Mr D A M Hutchison as a Director. | ☐ | ☐ | ☐ |
| 9 To re-appoint Ms L M S Knox as a Director. | ☐ | ☐ | ☐ |
| 10 To re-appoint Ms C L McConville as a Director. | ☐ | ☐ | ☐ |
- Signature(s) Date

When you have completed and signed this form, please return it by placing it in the envelope provided. Please post your form by 16 June 2026 to ensure it arrives in time. To be valid, this form must be received at Equiniti no later than 11.00am on 23 June 2026.

Equiniti provide a range of services to shareholders.
Extensive information including many answers to frequently asked questions can be found online.
Use the QR code to register for FREE at www.shareview.co.uk
Shareholder Reference Number
Voting electronically. You can now appoint a proxy and give voting instructions electronically at www.shareview.co.uk using the above Shareholder Reference Number.
See overleaf for notes to assist you in completing your proxy form.
| Resolutions | For | Against | Abstain |
|---|---|---|---|
| 11 To re-appoint Mr P A McKellar as a Director. | ☐ | ☐ | ☐ |
| 12 To re-appoint Mr H K Patel as a Director. | ☐ | ☐ | ☐ |
| 13 To re-appoint Ms A Schaapveld as a Director. | ☐ | ☐ | ☐ |
| 14 To re-appoint KPMG LLP as Auditor. | ☐ | ☐ | ☐ |
| 15 To authorise the Board to fix the Auditor's remuneration. | ☐ | ☐ | ☐ |
| 16 To approve the amended Investment Policy of the company. | ☐ | ☐ | ☐ |
| 17 To renew the authority to incur political expenditure. | ☐ | ☐ | ☐ |
| 18 To renew the authority to allot shares. | ☐ | ☐ | ☐ |
| 19 To renew the section 561 authority. | ☐ | ☐ | ☐ |
| 20 To give additional authority under section 561. | ☐ | ☐ | ☐ |
| 21 To renew the authority to purchase its own ordinary shares. | ☐ | ☐ | ☐ |
| 22 To resolve that general meetings (other than AGMs) may be called on not less than 14 clear days' notice. | ☐ | ☐ | ☐ |
AGM 2026 Admission Card/Poll Card
If you attend the 3i Group plc Annual General Meeting 2026, please bring this Admission Card/Poll Card with you.
Important note: In the unlikely event that the Company needs to change the arrangements or venue for the AGM details will be on our website at www.3i.com
Please check the Company's website before travelling to the Meeting.
Overleaf is your Poll Card.
If you attend the Annual General Meeting, please bring this card with you and present it at the Registration desk. It will help you gain admission as quickly as possible. Please note the Annual General Meeting is a private meeting for shareholders, proxies and duly authorised representatives. Non-shareholders, including spouses and partners, are not entitled to admission to the Meeting. A disabled shareholder may, however, be accompanied and the person accompanying them need not be a shareholder.
The Annual General Meeting is being held at The Queen Elizabeth II Conference Centre, Broad Sanctuary, Westminster, London SW1P 3EE.
The Annual General Meeting will start at 11.00am on 25 June 2026.
Notes to assist you in completing your proxy form
Your rights
Members of 3i Group plc entered on the Company's ordinary share register at 6.30pm on 23 June 2026 are entitled to attend and vote at the Annual General Meeting ("AGM"). If you are no longer on the Company's Register of Members at that time, you will not be entitled to attend. If you attend in person, you do not need to complete a proxy form.
What is a "proxy"?
If you cannot or do not wish to attend the AGM, you may appoint someone else to attend for you. That person is known as a "proxy". You may appoint more than one proxy provided each proxy is appointed to exercise the rights attached to a different share or shares held by you. A proxy need not be a member of the Company. Appointment of a proxy will not preclude a member from attending and voting in person at the meeting.
Voting
If you attend the AGM, you may speak and vote at it. If you appoint a proxy, that person can attend, speak and vote on your behalf. If you wish your proxy to vote in a particular way, insert an X in the relevant "For", "Against" or "Abstain" boxes shown on the proxy form. If you do not indicate how you wish your proxy to vote, your proxy will have the authority to vote or abstain as he/she thinks fit on the resolutions. Your proxy will have discretion to vote on any other business which may properly come before the AGM, unless you indicate otherwise. You should note that an abstain vote is not a vote in law and will not be counted in the calculation of the proportion of votes for and against the resolution.
Appointing a proxy
The proxy form makes provision for you to appoint the Chair of the AGM as your proxy. If you wish to appoint someone else as your proxy, insert the name of that other person in the blank space provided and delete the words "the Chair of the Meeting or".
If you choose to appoint multiple proxies use a separate copy of this form for each proxy, and indicate after the proxy's name the number of shares in relation to which they are authorised to act. A proxy must attend the AGM in order to vote on your behalf. Returning the proxy form will not prevent you from attending and voting at the AGM in place of your proxy or proxies.
The completed form should be returned to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.
Signing the form on your behalf
If someone signs the proxy form on your behalf, you or that person must send with it the authority under which the form is signed. Where the person appointing the proxy is a company, the form must be executed either under seal or under the hand of an officer, attorney or other person authorised to sign on behalf of the Company.
Voting electronically
You can register your proxy appointment and voting instructions by going to Equiniti's Shareview website, www.shareview.co.uk, and logging in to your Shareview Portfolio. To register for a Shareview Portfolio, go to www.shareview.co.uk and enter the requested information.
Overleaf is your proxy form.
AGM 2026 Poll Card
The Board recommends you vote FOR resolutions 1 to 22
| Resolutions | For | Against | Abstain |
|---|---|---|---|
| 1 To receive and consider the Company's Accounts for the year to 31 March 2026 and the Directors' and Auditor's reports. | ☐ | ☐ | ☐ |
| 2 To approve the Directors' remuneration report. | ☐ | ☐ | ☐ |
| 3 To approve the Directors' remuneration policy. | ☐ | ☐ | ☐ |
| 4 To declare a dividend. | ☐ | ☐ | ☐ |
| 5 To re-appoint Mr S A Borrows as a Director. | ☐ | ☐ | ☐ |
| 6 To re-appoint Ms J H Halai as a Director. | ☐ | ☐ | ☐ |
| 7 To re-appoint Mr J G Hatchley as a Director. | ☐ | ☐ | ☐ |
| 8 To re-appoint Mr D A M Hutchison as a Director. | ☐ | ☐ | ☐ |
| 9 To re-appoint Ms L M S Knox as a Director. | ☐ | ☐ | ☐ |
| 10 To re-appoint Ms C L McConville as a Director. | ☐ | ☐ | ☐ |
| Signature | Date | ||
| Resolutions | For | Against | Abstain |
| --- | --- | --- | --- |
| 11 To re-appoint Mr P A McKellar as a Director. | ☐ | ☐ | ☐ |
| 12 To re-appoint Mr H K Patel as a Director. | ☐ | ☐ | ☐ |
| 13 To re-appoint Ms A Schaapveld as a Director. | ☐ | ☐ | ☐ |
| 14 To re-appoint KPMG LLP as Auditor. | ☐ | ☐ | ☐ |
| 15 To authorise the Board to fix the Auditor's remuneration. | ☐ | ☐ | ☐ |
| 16 To approve the amended Investment policy of the Company. | ☐ | ☐ | ☐ |
| 17 To renew the authority to incur political expenditure. | ☐ | ☐ | ☐ |
| 18 To renew the authority to allot shares. | ☐ | ☐ | ☐ |
| 19 To renew the section 561 authority. | ☐ | ☐ | ☐ |
| 20 To give additional authority under section 561. | ☐ | ☐ | ☐ |
| 21 To renew the authority to purchase its own ordinary shares. | ☐ | ☐ | ☐ |
| 22 To resolve that General Meetings (other than AGMs) may be called on not less than 14 clear days' notice. | ☐ | ☐ | ☐ |