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Hipgnosis Songs Fund Limited

Proxy Solicitation & Information Statement • Aug 11, 2020

6274_agm-r_2020-08-11_4dccc5ed-ddc7-44bf-a142-c4720be16fa6.pdf

Proxy Solicitation & Information Statement

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Hipgnosis Songs Fund Limited

Form of Proxy

The Second Annual General Meeting of Hipgnosis Songs Fund Limited is to be held at Floor 2, Trafalgar Court, Les Banques, St Peter Port, Guernsey, on 8 September 2020 at 10.30 am.

Name of Registered Shareholder

I/We, being a member of the Company, hereby appoint the Chairman of the Meeting and/or a representative of Ocorian Administration (Guernsey) Limited or __________________________

to be my/our proxy to attend and, on a poll, vote on my/our behalf at the Annual General Meeting of Hipgnosis Songs Fund Limited to be held on 8 September 2020 at 10.30 am or at any adjournment thereof. I request my/our proxy to vote in the manner indicated below:

Ordinary
Resolutions		 For Against Withheld
1. TO
receive
and
adopt
the
Annual
Report
and
Audited
Financial
Statements
of
the
Company
for
the
year
ended
31
March
2020
(the
"Annual
Report").
2. THAT
the
Directors'
remuneration
for
the
period
ended
31
March
2020
as
provided
in
the
Director's
report
contained
in
the
Annual
Report
be
approved.
3. TO
re-appoint
PricewaterhouseCoopers
CI
LLP,
who
have
indicated
their
willingness
to
continue
in
office,
as
Auditor
of
the
Company
to
hold
office
until
the
conclusion
of
the
next
Annual
General
Meeting.
4. TO
authorise
the
Directors
to
determine
the
remuneration
of
PricewaterhouseCoopers
CI
LLP.
5. TO
re-elect
Andrew
Sutch,
retiring
in
accordance
with
the
Company's
Articles
of
Incorporation
(the
"Articles"),
as
a
Director
of
the
Company.
6. TO
re-elect
Andrew
Wilkinson,
retiring
in
accordance
with
the
Articles,
as
a
Director
of
the
Company.
7. TO
re-elect
Simon
Holden,
retiring
in
accordance
with
the
Articles,
as
a
Director
of
the
Company.
8. TO
re-elect
Paul
Burger,
retiring
in
accordance
with
the
Articles,
as
a
Director
of
the
Company.
9. TO
re-elect
Sylvia
Coleman,
retiring
in
accordance
with
the
Articles,
as
a
Director
of
the
Company.
10. THAT
the
Company's
dividend
policy
be
approved.
11. THAT,
pursuant
to
Article
25.1
of
the
Articles,
the
aggregate
amount
of
fees
to
be
paid
to
the
Directors
be
increased
from
£250,000
per
annum
to
£500,000
per
annum.
Special
Resolutions		 For Against Withheld
12.
THAT
the
Directors
be
and
are
hereby
authorised,
pursuant
to
Article
5.8
of
the
Articles,
to
allot
and
issue
or
make
offers
or
agreements
to
allot
and
issue,
grant
rights
to
subscribe
for,
or
to
convert
any
securities
into,
ordinary
shares
(including
by
way
of
sale
of
ordinary
share
from
treasury)
("Relevant
Securities")
for
cash
up
to
the
aggregate
number
of
30,792,594
ordinary
shares
(being
5
per
cent.
of
the
ordinary
shares
in
issue
as
at
7
August
2020)
(excluding
any
ordinary
shares
held
in
treasury
and
after
giving
effect
to
the
exercise
of
any
warrants,
options
or
other
convertible
securities
outstanding
as
at
such
date)
as
if
Article
5.1
of
the
Articles
did
not
apply
to
any
such
allotment
and
issue,
such
authority
to
expire
on
the
date
which
is
15
months
from
the
date
of
the
passing
of
this
resolution
or,
if
earlier,
at
the
end
of
the
annual
general
meeting
of
the
Company
to
be
held
in
2021
(unless
previously
renewed,
revoked
or
varied
by
the
Company
by
a
special
resolution)
save
that
the
Company
may,
before
such
expiry,
make
an
offer
or
agreement
which
would
or
might
require
Relevant
Securities
to
be
allotted
and
issued
after
such
expiry
and
the
directors
may
allot
and
issue
Relevant
Securities
in
pursuance
of
such
an
offer
or
agreement
as
if
the
authority
conferred
by
this
resolution
had
not
expired.
13.
THAT
the
Company,
in
accordance
with
Section
315
of
The
Companies
(Guernsey)
Law
2008
as
amended
(the
"Law")
be
approved
to
make
market
acquisitions
(as
defined
in
Section
316
of
the
Law)
of
its
ordinary
shares
either
for
retention
as
treasury
shares,
insofar
as
permitted
by
the
Law
or
cancellation,
provided
that:-
(i)
the
maximum
number
of
shares
authorised
to
be
purchased
in
the
market
is
up
to
92,316,197
of
the
Company's
ordinary
shares
(or,
if
lower,
up
to
14.99
per
cent.
of
the
ordinary
shares
in
issue
(excluding
treasury
shares
in
issue)
as
at
the
time
immediately
following
the
passing
of
this
resolution);
(ii)
the
minimum
price
(exclusive
of
expenses)
which
may
be
paid
for
an
ordinary
share
is
£0.01;
(iii)
the
maximum
price
(exclusive
of
expenses)
which
may
be
paid
for
an
ordinary
share
is
an
amount
equal
to
the
higher
of:
(i)
5
per
cent
above
the
average
of
the
mid-market
values
for
an
ordinary
share
(as
derived
from
the
regulated
market
on
which
the
repurchase
is
carried
out)
for
the
five
business
days
immediately
preceding
the
day
on
which
that
purchase
is
made;
and
(ii)
the
higher
of:
(a)
the
price
of
the
last
independent
trade;
or
(b)
the
highest
current
independent
bid
at
the
time
of
purchase,
in
each
case
on
the
regulated
market
where
the
purchase
is
carried
out;
Special
Resolutions		 For Against Withheld
(iv)
subject
to
paragraph
(v),
such
authority
shall
expire
at
the
annual
general
meeting
of
the
Company
to
be
held
in
2021
(unless
previously
varied,
revoked
or
renewed
by
the
Company
in
general
meeting)
or,
if
earlier,
the
date
falling
18
months
from
the
passing
of
this
resolution;
(v)
notwithstanding
paragraph
(iv),
the
Company
may
make
a
contract
to
purchase
its
ordinary
shares
pursuant
to
the
authority
hereby
conferred
prior
to
the
expiry
of
such
authority
which
will
or
may
be
executed
wholly
or
partly
after
the
expiry
of
such
authority
and
may
make
a
purchase
of
its
own
ordinary
shares
in
pursuance
of
any
such
contract
notwithstanding
the
authority
given
by
this
resolution.
14.
THAT,
subject
to
the
special
resolution
to
be
proposed
at
the
class
meeting
of
C
Shareholders
held
on
8
September
2020
being
passed,
the
revised
articles
of
incorporation,
in
the
form
tabled
at
the
meeting,
be
adopted
as
the
articles
of
incorporation
of
the
Company,
replacing
the
current
Articles.

Date: ________________________________ Signature: ____________________________

Notes

    1. Only holders of Ordinary Shares or C Shares, or their duly appointed representatives, are entitled to attend and vote at the Meeting. A member so entitled may appoint one or more proxies to attend and, on a poll, vote instead of him. The proxy need not be a member of the Company. To appoint more than one proxy you may photocopy this form
    1. Shares held in uncertified form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual.
    1. To appoint more than one proxy you may photocopy this form. In the 'Name of Registered Shareholder' box on page 1, please indicate the shareholder's name and the number of shares in relation to which your proxy is authorised to act (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
    1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please insert his/her name in the space provided and delete "the Chairman of the Meeting or".
    1. Please indicate with an "X" in the boxes how you wish your vote to be cast. Unless otherwise instructed, the person appointed as a Proxy will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting on any particular resolution and on any other business (including amendments to resolutions and procedural business) which may come before the Meeting.
    1. The "Withheld" option on the Form of Proxy is provided to enable you to abstain on any particular resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes "For" and "Against" a resolution.
    1. A corporation must seal the Form of Proxy or have it signed by an officer or attorney or any other person authorised to sign on its behalf.
    1. In the case of joint holders, only one need sign this Form of Proxy, but the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding.
    1. To be valid this Form of Proxy must reach Computershare Investor Services PLC, by no later than 48 hours (excluding non-working days) before the time for holding the meeting (10.30 am on 4 September 2020) or adjourned meeting as the case may be. Lodgment of a Form of Proxy does not prevent a member from attending the Meeting in person. Please return this Form of Proxy to the following address: Computershare Investor Services PLC, The Pavillions, Bridgwater Road, Bristol, BS99 6ZY.

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