KELSO GROUP HOLDINGS PLC

Proxy Solicitation & Information Statement • May 30, 2025

Kelso Group Holdings plc

Incorporated and registered in England and Wales with Registered No. 11504186

You can register your vote(s) online for the AGM at www.shareregistrars.uk.com Click on the		Access
"Proxy Vote" button and then follow the on-screen instructions	Name	Code
rd June 2025 Please note that you must submit your vote by 9:00 a.m. on 23

Name:
Address:

FORM OF PROXY

For use at the Annual General Meeting to be held as a hybrid meeting at the offices of Shoosmiths, 1 Bow Churchyard, London, United Kingdom, EC4M 9DQ and online via the Lumi platform on 25 th June 2025 at 9:00 a.m.

I/We being a member of Kelso Group Holdings plc (the 'Company') and entitled to vote at the Annual General Meeting, hereby appoint the Chairman of the meeting or

as my/our proxy to vote for me/us and on my/our behalf in the manner indicated below at the Annual General Meeting of the Company to be held at the offices of Shoosmiths, 1 Bow Churchyard, London, United Kingdom, EC4M 9DQ on 25 th June 2025 at 9:00 a.m. and at any adjournment thereof.

Please indicate with an X in the appropriate space opposite each resolution how you wish your vote to be cast.

1.THAT the Company's audited financial statements for the financial year ended 31 December 2024 be received. 2. THAT Sir Nigel Graham Knowles be re-elected as a Director. 3. THAT David John Charters be re-elected as a Director. 4. THAT Mark Adrian Kirkland be re-elected as a Director. 5. THAT James Dominic Brooke be re-elected as a Director.		Withheld
6. THAT John Howard Goold be re-elected as a Director.
7. THAT Sarah Jane Rajani be re-elected as a Director.
8. THAT Royce Peeling Green Limited be re-appointed as auditor.
9. THAT the Directors be authorised to determine the remuneration of the auditor.
10. THAT the Directors be authorised to allot shares in the Company as set out in the
Notice of AGM.
SPECIAL RESOLUTIONS
11. THAT the Directors be empowered to disapply statutory pre-emption rights as set
out in the Notice of AGM.
12. THAT the Company be authorised to make one or more market purchases of
shares in the capital of the Company as set out in the Notice of AGM.
13. THAT the revised articles of association be adopted to the exclusion of and in
substitution for the existing articles of association of the Company.

Enter number of shares in relation to which your proxy is authorised to vote
or leave it blank to authorise your proxy to act in relation to your entire holding
Please also tick this box if you are appointing more than one proxy

Signature(s)
Date

Please return this form to Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX to arrive no later than 9:00 a.m. on 23 rd June 2025. There is no need to return this form if you have voted online.

Notes

• 1. If you wish to vote at the Annual General Meeting but are unable to attend in person or online, you may appoint a proxy to exercise all or any of your rights to attend, speak and vote on your behalf by completing the form of proxy. A proxy need not be a member of the Company. If you wish to appoint a proxy other than the Chairman, you should delete the words 'the Chairman of the meeting or' and enter the name of the proxy where indicated on the form of proxy. Your changes should be initialled. If you sign and return the form of proxy with no name of your proxy inserted where indicated, the Chairman of the meeting will be deemed to be your proxy.
• 1. You may appoint more than one proxy provided that each proxy is appointed in respect of the rights attached to a different share or shares held by you. You may not appoint more than one proxy to exercise rights attached to the same share(s). To appoint more than one proxy you may photocopy this form of proxy. Please mark the box on the form of proxy above with an "X" to indicate that the proxy appointment is one of multiple instructions being given and insert in the box where indicated the number of shares in relation to which they are entitled to act as your proxy (which, in aggregate, should not exceed the total number of shares held by you). All Forms of Proxy must be signed.
• 1. Appointment of a proxy (or submission of a CREST Proxy Instruction, as described in the notice of the Annual General Meeting) does not preclude a member from attending the meeting and voting in person.
• 1. Any alteration to this Form of Proxy must be initialled.
• 1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, those shareholders registered in the Register of Members of the Company at 9:00 a.m. on 23 rd June 2025 or, in the event that the meeting is adjourned, in the Register of Members 48 hours (ignoring any part of a day that is not a working day) before the start of any adjourned meeting, shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at the relevant time. Changes to entries on the Register of Members after such time(s) and date(s) (as applicable) shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 1. To be effective, this form of proxy, duly completed, must be lodged with Share Registrars Limited at 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX not less than 48 hours (ignoring any part of a day that is not a working day) before the time appointed for the meeting (being 9:00 a.m. on 25 th June 2025) or any adjournment thereof together with, if appropriate, the power of attorney or other authority (if any) under which it is signed or a certified copy of such power of attorney.
• 1. If you want your proxy to vote in a certain way on the resolutions specified please place a mark ("X") in the "For", "Against" or "Withheld" box for the relevant resolution. The "Withheld" option is provided to enable you to instruct your proxy to abstain on any particular resolution. However, it should be noted that a vote withheld in this way is not a vote in law and will not be counted in the calculation of the proportion of votes "For" and "Against" any particular resolution. In the absence of instructions, the person(s) you have appointed as your proxy(ies) may vote as they choose or may decide not to vote at all and, unless otherwise instructed, may also vote or abstain from voting on any other matter (including amendments to resolutions) which may properly come before the Annual General Meeting.
• 1. In the case of a corporation, this form must be executed under its common seal or under the hand of an officer or agent who is duly authorised in writing to sign on behalf of the Corporation. In the case of an individual, this form must be signed by the individual or by an attorney duly authorised to sign on his/her behalf. In the case of joint shareholders, the signature of the senior shareholder (seniority to be determined by the order in which the names stand in the register of members) shall be accepted to the exclusion of all other joint holders. The names of all joint shareholders should be stated at the top of the form.
• 1. CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service should refer to the notes to the notice of the Annual General Meeting.