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GENERAL ACCIDENT PLC

Proxy Solicitation & Information Statement Mar 11, 2025

5278_agm-r_2025-03-11_d04a547c-19f7-47ce-8523-b67b64e549c4.pdf

Proxy Solicitation & Information Statement

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Advisory Vote Meeting and General Meeting Attendance Card

If you have any questions, please contact our Registrar, Computershare Investor Services PLC (Computershare):

By telephone: 0371 495 0105

We are open Monday to Friday, 8.30am to 5.30pm UK time, excluding public holidays. Please call +44 117 378 8361 if calling from outside the UK.

By email:

[email protected]

www.computershare.co.uk/contactus

In writing:

Online:

Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol BS99 6AH, United Kingdom

Advisory Vote Meeting and General Meeting to consider and vote on the proposed Cancellation and parallel Tender Offer in respect of the General Accident Preference Shares

Shareholder Reference Number:

Personal Identification Number:

General Accident's Advisory Vote Meeting will be held on 15 April 2025 at 9am at Events @ No 6, 6 Alie Street, London E1 8QT (Events @ No 6), with facilities to attend electronically.

General Accident's General Meeting will be held on 15 April 2025 at 10am at Events @ No 6, with facilities to attend electronically.

Further information and a map showing the location of the Advisory Vote Meeting and the General Meeting is on the reverse of this card. Please bring this card with you as evidence of your right to attend these meetings.

If you wish to appoint a proxy, you need to submit a valid proxy appointment by 10am on Friday, 11 April 2025. You can appoint a proxy using the Preference Shareholder Form of Proxy or via the Proxymity platform, as outlined in notes 1 to 3 of the Preference Shareholder Form of Proxy. If you appoint a proxy other than the Chair to attend the physical meetings at Events @ No 6, they should take this card with them as evidence of their right to attend and state at registration that they are attending as your proxy.

You should note that you will not be eligible to receive the Voting Fee if you attend the Meetings.

Advisory Vote Meeting and General Meeting – useful notes

  • Preference shareholders, their proxies and Corporate Representatives attending physically at Events @ No 6, will be able to register for the Meetings and the General Meeting from 8.30am on 15 April 2025.
  • For your personal safety and security, the bags of everyone attending the Meetings will be checked. We recommend that you arrive in time to allow for this procedure. Shareholders are asked not to bring large bags to the meeting.
  • Cameras, recording equipment and other items that may interfere with the good order of the Meetings will not be permitted in the Meetings. You will be requested to turn off mobile telephones and other portable electronic devices.
  • There will be facilities for shareholders who are in a wheelchair. Anyone accompanying a shareholder in need of assistance will be admitted to the Meetings as a guest of that shareholder.
  • An induction loop and a speech-to-text transcription will be available for people who are deaf or have a hearing impairment.
  • Shareholders planning to attend electronically can do so by accessing the Advisory Vote Meeting website meetnow.global/GACADV2025 or the General Meeting website, meetnow.global/ GACGM2025 on the 15 April 2025 from 8am. To access either Meeting you will need to enter the Shareholder Reference Number and Personal Identification Number provided overleaf. Please refer to the Advisory Vote Circular or General Meeting Circular where you will find full details of the electronic attendance arrangements, including how to vote online and ask questions during the Meetings using the Computershare system.

Your personal data

The privacy and security of your personal data is taken very seriously and at all times General Accident and Computershare will comply with the prevailing laws and regulations governing confidentiality, data protection and security of information.

For more information on how your personal data is processed and your privacy rights, a privacy notice is available at www.aviva.com/shareholder‑privacy.

General Accident plc Pitheavlis Perth, PH2 0NH +44 (0)20 7283 2000

www.aviva.com

Registered in Scotland Company No. SC119505

The Location

Events @ No 6:

  • Events @ No 6 is located in the City of London, just a short walk from Aldgate and Aldgate East tube stations.
  • If you participate in the Meetings by selecting Option 1 or Option 2 (see page 3), you will be eligible to receive a Voting Fee. You will not be eligible to receive the Voting Fee if you participate in the Meetings by any other means.

Preference Shareholder Form of Proxy Advisory Vote Meeting and General Meeting

Before completing this Preference Shareholder Form of Proxy, please read the notes provided in the Advisory Vote Circular, General Meeting Circular and the guidance notes overleaf.

There are three options to participate in the Tender Offer and/or the Advisory Vote Meeting and General Meeting via proxy: Option 1, Option 2, and Option 3. You can only select one option for each Preference Share held, but if you hold more than one Preference Share, you may choose different options for your Preference Shares (see note 7).

  • a) Option 1: If you wish to tender your Preference Shares in the Tender Offer pursuant to the Terms and Conditions set out in the Tender Offer Memorandum, you should choose Option 1 and submit this Preference Shareholder Form of Proxy, along with the Tender Form attached at Annex A, to Computershare by 1pm on 18 March 2025 (if you are an Institutional Investor, as defined in the Tender Offer Memorandum) or by 1pm on 8 April 2025 (if you are a Retail Investor, as defined in the Tender Offer Memorandum). This has the effect of accepting the Tender Offer and appoints the Chair as proxy to attend the Advisory Vote Meeting and General Meeting and vote in favour of the Advisory Vote Resolution and the Cancellation Resolution. You must also deliver or arrange to have delivered on your behalf the certificate or certificates for the relevant Preference Shares (or, if the you cannot locate such certificate(s), a duly completed and signed Letter of Indemnity in the form obtainable from Computershare upon request) (see notes 5 and 6 to the Tender Form). If you do not wish to tender your shares, you should select Option 2 or Option 3 using this Preference Shareholder Form of Proxy.
  • b) Option 2: Appoints the Chair as proxy to attend the Advisory Vote Meeting and General Meeting and vote on the Advisory Vote Resolution and the Cancellation Resolution in accordance with your instructions (either for or against).
  • c) Option 3: Appoints a proxy of your choosing to attend the Advisory Vote Meeting and the General Meeting and/or vote on the Advisory Vote Resolution and the Cancellation Resolution in accordance with your instructions (either for, against, or withheld), or appoints the Chair as proxy to attend the Advisory Vote Meeting and the General Meeting but withhold your vote.

If you participate in the Meetings by selecting Option 1 or Option 2, you will be eligible to receive a Voting Fee. You will not be eligible to receive the Voting Fee if you participate in the Meetings by any other means.

Tick this box if this Preference Shareholder Form of Proxy is one of multiple instructions being given (see note 7)

Tick this box if it is your intention to attend the Advisory Vote Meeting and/or the General Meeting

SELECT ONE OF THE OPTIONS BELOW BY TICKING THE RELEVANT BOX
If you select more than one option for the same Preference Share(s), only your first option will be accepted (working through the options in numerical order). Option
1 will be deemed to be your selection if the relevant box for Option 1 has been ticked, otherwise Option 2 will be deemed to be your selection if the box for Option 2
has been ticked. If you have selected Option 2 or Option 3A and you have voted differently on the Advisory Vote Resolution and the Cancellation Resolution, how you
voted on the Advisory Vote Resolution will be deemed to be how you voted on the Cancellation Resolution.
OPTION 1 – TENDER INSTRUCTION
OPTION 1 TENDER all or part of your Preference Shares AND appoint the CHAIR as PROXY to VOTE FOR the Advisory Vote Resolution and the
Cancellation Resolution
IMPORTANT NOTE 1: For an election under Option 1 to be valid, you must also complete and return the Tender Form attached
at Annex A to Computershare by 1pm on 18 March 2025 (if you are an Institutional Investor, as defined in the Tender Offer
Memorandum) or by 1pm on 8 April 2025 (if you are a Retail Investor, as defined in the Tender Offer Memorandum).
IMPORTANT NOTE 2: For an election under Option 1 to be valid remember to return your share certificate(s) in respect of the
number of Preference Shares tendered above. If you cannot locate such certificate(s), you must return a completed and signed Letter
of Indemnity to Computershare (obtainable from Computershare upon request).
OPTION 2 – VOTING ONLY INSTRUCTION (WITHOUT PARTICIPATING IN THE TENDER)
OPTION 2 Appoint the CHAIR as PROXY to VOTE IN ACCORDANCE WITH
YOUR INSTRUCTIONS on the Advisory Vote Resolution and the
Cancellation Resolution, without tendering the Preference Shares
Please insert in the box below the number of Preference Shares
in relation to which the Chair (as your proxy) is authorised to
act. If left blank, your proxy will be deemed to be authorised in
respect of your full voting entitlement (see note 7).
FOR AGAINST Advisory Vote Resolution: THAT the Preference Shareholders are in support of the Cancellation Resolution.
FOR extinguishing and repaying all the Preference Shares.
AGAINST
Cancellation Resolution: THAT the share capital of General Accident be reduced by cancelling,
IMPORTANT NOTE: If you select Option 3A or Option 3B, you shall not be entitled to receive a Voting Fee
OPTION 3A
tendering the Preference Shares (A) Appoint a DIFFERENT PROXY (other than the Chair) to attend
the Advisory Vote Meeting and the General Meeting to VOTE IN
ACCORDANCE WITH YOUR INSTRUCTIONS on the Advisory
Vote Resolution and the Cancellation Resolution, without
OPTION 3 – VOTING ONLY INSTRUCTION (WITHOUT PARTICIPATING IN THE TENDER)
I/We appoint
(see note 6) as my/our proxy, to exercise all or any of my/
our rights to attend, speak and vote on my/our behalf at the
Advisory Vote Meeting to be held at 9am on Tuesday, 15 April
2025 and the General Meeting to be held at 10am on Tuesday,
15 April 2025 (and at any adjournment(s) thereof), in accordance
with the instructions given below.
Please indicate in the box below the number of Preference
Shares in relation to which your proxy is authorised to act.
If left blank, your proxy will be deemed to be authorised in
respect of your full voting entitlement (see note 7).
FOR
repaying all the Preference Shares.
AGAINST Advisory Vote Resolution: THAT the Preference Shareholders are in support of the Cancellation Resolution.
WITHHELD
Cancellation Resolution: THAT the share capital of General Accident be reduced by cancelling, extinguishing and
OPTION 3B FOR AGAINST
(B) Appoint the CHAIR as PROXY to WITHHOLD its vote in
respect of the Advisory Vote Resolution and the Cancellation
Resolution, without tendering the Preference Shares
WITHHELD
Please indicate in the box below the number of Preference
Shares in relation to which the Chair (as your proxy) is
authorised to act. If left blank, your proxy will be deemed to be
authorised in respect of your full voting entitlement (see note 7).
Signed Dated
Please tick this box if signing on behalf of a member under a power of attorney or other authority (see note 9).
EXT2601 GAC PR3

Guidance notes on completing the Preference Shareholder Form of Proxy

    1. Vote by post you can appoint a proxy and register your voting instructions by returning your completed Form of Proxy to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6AH. A pre‑paid envelope, which will not require a stamp if posted in the UK, has been provided for your convenience.
    1. Vote via Proxymity Voting you can appoint a proxy via the Proxymity platform. The time of receipt will be taken to be the time from which Computershare is able to retrieve the message. Full details on how to appoint a proxy via Proxymity can be found in the Advisory Vote Circular and the General Meeting Circular.
    1. Whether you register your proxy appointment by post or Proxymity Voting, your proxy appointment must be received no later than 10am on 11 April 2025.
    1. The 'Vote withheld' option 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 the votes 'For' or 'Against' a resolution. If you choose Option 3B and appoint the Chair as proxy, this will be a 'Vote withheld' for these purposes.
    1. Entitlement to attend and vote and the number of votes which may be cast at the Advisory Vote Meeting and General Meeting will be determined by reference to General Accident's Register of Members as at 6pm on 11 April 2025.
    1. You are entitled to appoint one or more proxies of your choice to attend, speak and vote on your behalf at the Advisory Vote Meeting and General Meeting. If you have chosen Option 3A and wish to appoint a proxy other than the Chair, please note that your proxy does not need to be a shareholder but must attend the Advisory Vote Meeting or General Meeting in person or electronically. Please indicate how you wish your proxy to vote by placing a cross or other mark in the appropriate boxes. Your proxy must vote in the way that you indicate. If you do not give an instruction, and you have appointed a proxy other than the Chair under Option 3A, your proxy may vote or abstain as they wish on any resolution. Your proxy may also vote as they wish on any other business which may properly come before the Advisory Vote Meeting or General Meeting, including any motion to amend a resolution or to adjourn the relevant meeting. If you have chosen Option 3B and have appointed the Chair as proxy, your vote will be withheld.
    1. You may appoint more than one proxy, provided that each proxy is appointed to exercise rights attached to different shares. To do this you may obtain additional Preference Shareholder Forms of Proxy from Computershare, using the contact details provided on the Advisory Vote Meeting and General Meeting Attendance Card, or you may copy this form. If you hold more than one

Preference Share and you would like to choose different options for your Preference Shares, please populate the relevant box on the Preference Shareholder Form of Proxy (and, if relevant, on the Tender Form) to specify the number of shares you wish to vote on for each option (though please note it is not possible to select different options in respect of the same Preference Share(s)). If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or, if this Preference Shareholder Form of Proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement of that designated account). Please also indicate, by ticking the box on the front of the Preference Shareholder Form of Proxy, if the proxy instruction is one of multiple instructions being given. Please sign all Preference Shareholder Forms of Proxy and return them together in the same enclosed pre-paid envelope.

    1. The return of a completed Preference Shareholder Form of Proxy will not prevent you from attending the Advisory Vote Meeting or General Meeting physically at the Events @ No 6 or electronically, and voting at the meeting. However, if you attend the Advisory Vote Meeting or General Meeting in person or electronically, or make other arrangements to be represented or vote at the Advisory Vote Meeting or General Meeting other than by way of the relevant tender instructions (Option 1) or by appointing the Chair as your proxy to vote under a voting only instruction (Option 2), you will not be entitled to the Voting Fee, irrespective of whether you vote in favour of the Advisory Vote Resolution or the Cancellation Resolution. Please refer to the Advisory Vote Circular for full details on entitlement to the Voting Fee.
    1. Please ensure that you sign the Preference Shareholder Form of Proxy and initial any alterations. If someone other than you signs the Preference Shareholder Form of Proxy, it must be returned with either a letter of authority, power of attorney or a certified copy of the power of attorney authorising them to sign on your behalf. If the shareholder is a corporation, the Preference Shareholder Form of Proxy must be signed either under seal or under the hand of a duly authorised officer or attorney of that company, stating their capacity. If the shareholding is held jointly, the signature of any one holder is sufficient.
    1. If your shareholding is held jointly, the instruction of the shareholder whose name appears first on General Accident's Register of Members will be accepted to the exclusion of any votes from the other joint holders.
    1. If the address printed on the Advisory Vote Meeting and General Meeting Attendance Card is incorrect, please contact Computershare using the contact details provided.

Annex A – Tender Form

To be completed if you have elected Option 1 and wish to tender your Preference Shares and appoint the Chair to vote in favour of the Advisory Vote Resolution and Cancellation Resolution

HOW TO COMPLETE THE TENDER FORM

Before completing the Tender Form, please read the additional notes regarding completion of the Tender Form.

1 The Tender Form must be completed in BLOCK CAPITALS using BLACK INK.

If you have any queries regarding the completion of this form, please contact Computershare Investor Services PLC on 0371 495 0105 (or +44 117 378 8361 if calling from outside of the UK) between 8.30am and 5.30pm (UK time) excluding public holidays.

2 TO ACCEPT THE TENDER OFFER

To accept the Tender Offer, insert in Box 2 the number of Preference Shares in respect of which you wish to accept the Tender Offer. You must also sign Box 3 in accordance with the instructions set out below, which will constitute your acceptance of the Tender Offer.

If no number or a number greater than your registered holding of Preference Shares is written in Box 2 and you have signed Box 3, you will be deemed to have accepted the Tender Offer in respect of your entire registered holding of Preference Shares.

PLEASE REMEMBER TO SEND US YOUR VALID PREFERENCE SHARE CERTIFICATE(S)

3 SIGNATURES

To accept the Tender Offer you must sign Box 3 and, in case of a joint holding, arrange for ALL joint holders to do likewise. All registered holders, including joint holders, who are individuals must sign Box 3 in the presence of a witness who must also sign Box 3 where indicated. If these instructions are not followed, this Tender Form will be invalid. The witness must be over 18 years of age and should not be another joint holder signing the Tender Form. The same witness may witness the signature of each joint holder. The witness should also print their name where indicated.

A company must execute this Tender Form under its common seal, the seal being affixed and witnessed in accordance with its articles of association or other regulations. Alternatively, a company to which section 44 of the Companies Act 2006 applies may execute this Tender Form by: (i) a director and the company secretary;

or (ii) by two directors of the company; or (iii) by a director of the company in the presence of a witness who attests the signature, in each case signing the Tender Form and inserting the name of the company above their signatures. Each such person signing this Tender Form for a company should state the office which he/she holds. A body corporate incorporated outside the UK may execute this Tender Form of acceptance in accordance with the laws of the territory in which it is incorporated provided that execution is expressed to be by the company.

If the Tender Form is not signed by the registered holder(s), insert the name(s) and capacity (e.g. attorney or executor(s)) of the person(s) signing the Tender Form in the presence of a witness who must also sign Box 3 where indicated. Evidence of authority to sign must be delivered in accordance with the additional notes on page 9.

This Tender Form is subject to the offer and distribution restrictions set out in the section entitled "Offer and Distribution Restrictions" in the Tender Offer Memorandum.

This Tender Form shall, when executed, take effect as a deed.

4 US AND OTHER OVERSEAS PERSONS

If you are unable to give the warranties and representations required by Part A of Annex 1 to the Tender Offer Memorandum, you must put "NO" in box 4. If you do not put "NO" in Box 4 you will be deemed to have given such warranties and representations.

If you are in any doubt as to the action you should take, please consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser immediately.

5 ALTERNATIVE ADDRESS

Complete Box 5 if you wish the consideration and/or other documents to be sent to someone other than the sole or first-named registered holder at the address set out in Box 1 (e.g. your bank manager or stock broker).

Note: This form is issued only to the addressee(s) and is specific to the class of security and the unique designated account printed hereon.

This personalised form is not transferable between different (i) account holders; (ii) classes of security; or (iii) uniquely designated accounts.

General Accident and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

ONLY COMPLETE THIS FORM IF YOU WISH TO TENDER ANY/ALL OF YOUR PREFERENCE SHARES

IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, PLEASE CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER IMMEDIATELY.

THE ATTENTION OF SHAREHOLDERS WHO ARE RESIDENT IN, OR CITIZENS, NATIONALS OR RESIDENTS OF, TERRITORIES OUTSIDE THE UNITED KINGDOM IS DRAWN TO THE SECTION ENTITLED "OFFER AND DISTRIBUTION RESTRICTIONS" IN THE TENDER OFFER MEMORANDUM.

The provisions of the section entitled "Terms and Conditions of the Tender Offer" in the Tender Offer Memorandum is deemed to be incorporated in and form part of this Tender Form.

1 Please tick this box if your address details in Box 1 have
changed or are incomplete and update below in BLOCK capitals:
Post Code
For information purposes only:
Number of General Accident Preference Shares held by you as at
the close of business on 7 March 2025
Please enter here a daytime telephone number where you can be contacted in the
event of any query arising from completion of this Tender Form.
Number of General Accident
TO ACCEPT THE TENDER OFFER
2
Preference Shares for which you
Complete Boxes 2, 3 and, if appropriate, Boxes 4 and/or 5 are accepting the Tender Offer.
NOTE: If this box is left blank, you will be deemed to have accepted the Tender Offer in
respect of your entire registered holding of Preference Shares
ALL PREFERENCE SHAREHOLDERS MUST SIGN HERE TO ACCEPT THE TENDER OFFER.
3 ALL PREFERENCE SHAREHOLDERS SIGNATURE(S) MUST BE WITNESSED.
Execution by individuals signed and delivered as a deed by:
1 Signature(s) of Shareholder(s)
Name of Witness
Signature of Witness
2
3
4
NOTE: In the case of joint holders, all must sign NOTE: The witness must be a person who is over 18 years of age who is not another joint holder and the same
witness may witness on behalf of all or any registered holders
Execution by a Company: The common seal was affixed/executed as a deed on behalf of the Company named above in the presence of:
Affix
company Signature Name of Director
seal here Signature Name of *Director/
Secretary/Witness
*Delete as appropriate
RESTRICTED OVERSEAS PERSONS ONLY
4
Only complete this box by inserting "NO" if you are UNABLE to give the representation and warranties required by Part A
of Annex 1 of the Tender Offer Memorandum.
ALTERNATIVE ADDRESS FOR DESPATCH OF CONSIDERATION
5
If you want consideration to be sent to someone other than the person at the address in Box 1, you should complete Box 5 by inserting the
address to which you want such consideration to be sent (subject to the restrictions set out in the section entitled "Offer and Distribution
Restrictions" in the Tender Offer Memorandum).
Name
Address
Postcode
PLEASE REMEMBER TO SEND US YOUR VALID GENERAL ACCIDENT PREFERENCE SHARE CERTIFICATE(S).
If you have lost your certificate(s) and have already applied for a Letter of Indemnity, place a cross × in this box
EXT2601 GAC PR3 Page 7

ADDITIONAL NOTES REGARDING THE COMPLETION OF THIS TENDER FORM

In order to avoid inconvenience and delay, the following points may assist you:

1. If a holder is away from home (e.g. abroad or on holiday):

Send this Tender Form by the quickest means (e.g. airmail) to the holder (but in each case subject to the offer and distribution restrictions set out in the section entitled "Offer and Distribution Restrictions" in the Tender Offer Memorandum) for execution or, if they have executed a power of attorney, have this Tender Form signed by the attorney in the presence of a witness who must also sign this Tender Form. In the latter case, the original power of attorney (or a copy thereof duly certified in accordance with the Powers of Attorney Act 1971 by, for example, a solicitor) must be lodged with this Tender Form. No other signatures will be accepted.

2. If you have sold or transferred all, or wish to sell or transfer part, of your holding of Preference Shares:

If you have sold or transferred all of your Preference Shares, you should send the General Meeting Circular, Advisory Vote Circular and Tender Offer Memorandum (but not this Tender Form or reply paid envelope) at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee (but in each case subject to the offer and distribution restrictions set out in the section entitled "Offer and Distribution Restrictions" in the Tender Offer Memorandum). If you wish to sell or transfer part of your holding of Preference Shares and to accept the Tender Offer in respect of the balance but are unable to obtain the balance share certificate by 1pm on 18 March 2025 (if you are an Institutional Investor, as defined in the Tender Offer Memorandum) or by 1pm on 8 April 2025 (if you are a Retail Investor, as defined in the Tender Offer Memorandum), you should ensure that the stockbroker, bank or other agent through whom you make the sale or transfer obtains the appropriate endorsement or indication, signed on behalf of Computershare, in respect of the balance of your holding of Preference Shares.

3. If the sole holder has died:

A grant of probate or letters of administration must be obtained in respect of the relevant Preference Shares. If the grant of probate or letters of administration has/have been registered with Computershare, this Tender Form must be signed by the personal representative(s) of the deceased holder each in the presence of an independent witness who must also sign this Tender Form. This Tender Form should then be lodged with Computershare at The Pavilions, Bridgwater Road,

Bristol BS99 6AH, together with the relevant share certificate(s) and/or other document(s) of title. If the grant of probate or letters of administration has/have not been registered with Computershare, the personal representative(s) or the prospective personal representative(s) should sign this Tender Form and forward it to Computershare at The Pavilions, Bridgwater Road, Bristol, BS99 6AH, together with the relevant share certificate(s) and/or other document(s) of title. However, once obtained, the grant of probate or letters of administration must be lodged before the consideration due under the Tender Offer can be forwarded to the personal representative(s).

4. If one of the joint holders has died:

This Tender Form is valid if signed by the surviving holder(s) (each in the presence of an independent witness) and lodged with Computershare at The Pavilions, Bridgwater Road, Bristol, BS99 6AH, along with share certificate(s) and/or other document(s) of title and, in all cases, death certificate(s), and an office copy grant of probate or letters of administration of the deceased holder. These documents will be returned as directed.

5. If your share certificate(s) are held by your stockbroker, bank or other agent:

  • a) If your share certificate(s) and/or other document(s) of title is/are with your stockbroker, bank or other agent, you should complete this Tender Form and, if the certificate(s) is/ are readily available, arrange for this Tender Form to be lodged by such agent with Computershare at The Pavilions, Bridgwater Road, Bristol, BS99 6AH, accompanied by the share certificate(s) and/or other document(s) of title so as to arrive by no later than 1pm on 18 March 2025 (if you are an Institutional Investor, as defined in the Tender Offer Memorandum) or by 1pm on 8 April 2025 (if you are a Retail Investor, as defined in the Tender Offer Memorandum) on 18 March 2025 (if you are an Institutional Investor, as defined in the Tender Offer Memorandum) or by 1pm on 8 April 2025 (if you are a Retail Investor, as defined in the Tender Offer Memorandum).
  • b) If the certificate(s) is/are not readily available, lodge this Tender Form with Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol, BS99 6AH, duly completed together with a note saying e.g. "certificate(s) to follow", and arrange for the certificate(s) to be forwarded as soon as possible thereafter but in any event, so as to arrive by no later than 1pm on 18 March 2025 (if you are an Institutional Investor, as defined in the Tender Offer Memorandum) or by 1pm on 8 April 2025 (if you are a Retail Investor, as defined in the Tender Offer Memorandum).
  • c) Since the terms of the Tender Offer have only been provided to beneficial owners of Preference Shares, it will be helpful for your agent to be informed of the full terms of the Tender Offer.
    1. If your Preference Shares are in certificated form and you have lost any of your share certificate(s) and/or other document(s) of title:

Complete and execute this Tender Form and lodge it, together with a letter of explanation and any share certificate(s) and/or other document(s) of title which are available, with Computershare at The Pavilions, Bridgwater Road, Bristol, BS99 6AH. At the same time you should call Computershare on +44 (0) 371 495 0105 or write to Computershare, requesting a Letter of Indemnity for the lost share certificate(s) and/or other document(s) of title. When completed in accordance with the instructions given, you should return the Letter of Indemnity to Computershare at The Pavilions, Bridgwater Road, Bristol, BS99 6AH so as to arrive by no later than 1pm on 18 March 2025 (if you are an Institutional Investor, as defined in the Tender Offer Memorandum) or by 1pm on 8 April 2025 (if you are a Retail Investor, as defined in the Tender Offer Memorandum).

7. If the Tender Form is signed under a power of attorney:

The completed Tender Form, together with any share certificate(s) and/or other document(s) of title, should be lodged with Computershare at either of the addresses set out on the cover page of this Tender Form, accompanied by the original power of attorney (or a copy thereof duly certified in accordance with the Powers of Attorney Act 1971 by, for example, a solicitor). The power of attorney will be duly noted by Computershare and returned as directed.

8. If your full name or other particulars differ from those appearing on your share certificate:

a) Incorrect name e.g.:

Name on the certificate(s) John Smith
Correct name Jon Smyth

Complete this Tender Form with the correct name and lodge it, accompanied by a letter from your bank, stockbroker or solicitor confirming that the person described on the certificate and the person who has signed this Tender Form are one and the same.

  • b) Incorrect address: Write the correct address in Box 1 on this Tender Form and enclose a separate letter from the shareholder requesting their address to be amended.
  • c) Change of name: lodge your marriage certificate or the deed poll with this Tender Form for noting. A copy will be passed to Computershare and returned as directed.

9. If you are outside the United Kingdom:

The attention of shareholders who are outside of the United Kingdom is drawn to the section entitled "Offer and Distribution Restrictions" in the Tender Offer Memorandum. Without prejudice to the section entitled "Offer and Distribution Restrictions" in the Tender Offer Memorandum, Jefferies International Limited ("Jefferies") and/ or its agents reserve the right to treat as valid any acceptance of the Tender Offer which is not entirely in order or which is not accompanied by the relevant share certificate(s) and/or other document(s) of title.

10. Payment of Consideration:

The consideration payable under the Tender Offer cannot be sent to you until all relevant documents have been properly completed and received by Computershare at The Pavilions, Bridgwater Road, Bristol, BS99 6AH.

11. Incomplete Forms:

Without prejudice to the section entitled "Terms and Conditions of the Tender Offer" as set out in the Tender Offer Memorandum, Jefferies and/ or its agents reserve the right to treat as valid any acceptance of the Tender Offer which is not entirely in order or which is not accompanied by the relevant share certificate(s) and/or other document(s) of title. In either event, no consideration due under the Tender Offer will be sent until after the relevant share certificate(s) and/or other document(s) of title or indemnities satisfactory to Jefferies have been received.

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