Beacon Rise Holdings PLC
(incorporated and registered in England and Wales with registered number 13620150)
(the "Company")
GENERAL MEETING – FORM OF PROXY
I/We 1 ...........................................................................................................................being a member/members of the Company appoint the Chairman of the meeting or ........................................................ as my/our proxy 2 to attend and speak on my behalf at the general meeting of Beacon Rise Holdings PLC (the "Company") to be held at Sheldon Room, Regus, 6th Floor, 2 Kingdom Street, London, W2 6BD on 29th July 2025 at BST 2 p.m. and at any adjournment of the meeting thereof (the "GM").
Please indicate with a tick mark in the space opposite the resolution how you wish the proxy to vote on your behalf. In the absence of any such indication, the proxy may vote for or against the resolution or may abstain at his/her discretion. To abstain from voting on the resolution, select the "Withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution.
Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting pursuant to the other items of business referred to in the notice convening the meeting. Unless otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the notice convening the GM.
| Resolution |
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Against |
Withheld |
| SPECIAL RESOLUTION |
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To approve the adoption of new articles of association of the Company
in substitution for, and to the exclusion of, the Company's existing
articles of association. |
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Enter number of shares in relation to which your proxy is authorised to vote or leave 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.
Please return this form to the Company at its registered office at Kemp House, 16 City Road, London, EC1V 2NX no later than BST 2 p.m. on 27th July 2025. As an alternative to completing and returning this form by post, you can appoint a proxy electronically by emailing a completed copy of this form to [email protected] as set out in the Notes section below.
For individuals:
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Signature of shareholder Signature of joint-shareholder, if any
For companies:
Signed for and on behalf of
1 Full name(s) and address(es) (as appearing in the Company's register of members) to be inserted in BLOCK LETTERS. In the case of joint holdings, the names of all holders (as appearing in the Company's register of members) must be inserted.
2 Insert name and address of the desired proxy in the spaces provided and strike out the words of "the Chairman of the meeting". If you wish to appoint the chairman, just strike out the space right after "the Chairman of the meeting or".
Name of company:
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Signature |
Print name |
Title |
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Notes
1 Form of proxy
- 1.1 As a member of the Company you are entitled to appoint a proxy or proxies to exercise all or any of your rights to attend and speak at the general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes. If the proxy is being appointed in relation to part of your holding only, please enter in the box next to the proxy's name the number of shares in relation to which they are authorised to act as your proxy. If this box is left blank, they will be authorised in respect of your full voting entitlement.
- 1.2 Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
2 Appointment
- 2.1 A proxy does not need to be a member of the Company but must attend the meeting to represent you. If you wish to appoint a proxy other than the chairman of the meeting, insert their full name in the space provided. If you leave this space blank, the chairman of the meeting will be appointed your proxy. Where you appoint as your proxy someone other than the chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the chairman and give them the relevant instructions directly.
- 2.2 You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you may copy this form. Multiple proxy appointments should be returned together in the same envelope.
3 Returning your form of proxy
- 3.1 To appoint a proxy using this form, the form must be:
- (a) completed and signed;
- (b) sent or delivered to the Company at its registered office at Kemp House, 160 City Road, London, England, EC1V 2NX; and
- (c) received by the Company no later than BST 2 p.m. on 27th July 2025.
- 3.2 In the case of a member which is a company, this proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
- 3.3 As an alternative to completing and returning the hard-copy proxy form by post, you can appoint a proxy electronically by emailing a copy of the completed proxy form to [email protected]. For an electronic proxy appointment to be valid, your appointment must be received by the Company no later than BST 2 p.m. on 27th July 2025. Any power of attorney or any other authority under which the proxy form submitted electronically is signed (or a duly certified copy of such power or authority) must be included with the completed proxy form emailed to the Company at [email protected].
- 3.4 If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. For details of how to change your proxy
instructions or revoke your proxy appointment see the notes to the notice of meeting this proxy form relates to.
3.5 You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those expressly stated.
4 Appointment of proxies through CREST
- 4.1 CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so using the procedure described in the CREST Manual (available at www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
- 4.2 In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message ("CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by Avenir Registrars Ltd (RA20), the Company's agent, by the latest time(s) for receipt of proxy appointments (that is 2 p.m. on 27th July 2025). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instruction to proxies appointed through CREST should be communicated to the appointee through other means.
- 4.3 CREST members (and, where applicable, their CREST sponsors or voting service providers) should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure their CREST sponsor or voting service provider(s) takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In connection with this, CREST members (and, where applicable, their CREST sponsors or voting service providers) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings (www.euroclear.com).
- 4.4 The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001 (as amended). Members are advised to read the terms and conditions of use on www.euroclear.com carefully.