Proxy Solicitation & Information Statement • Oct 10, 2025
Proxy Solicitation & Information Statement
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to speak and to vote on a poll.
Form of Proxy for use at the Annual General Meeting of Genus plc (the 'Company') to be held at Buchanan Communications, 107 Cheapside, London, EC2V 6DN on 19 November 2025 at 11.00am.

| XXXX-XXXX-XXXX-XXXX | |
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| 0930-0055 | |
| I/We, being holder(s) of Ordinary Shares of 10 pence each ('Ordinary Shares') in the Company, hereby appoint the Chairman of the Annual General Meeting or (see note 1) | |
| Please insert the full name and address of proxy, if not the Chairman, as my/our proxy to attend, speak and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at Buchanan Communications, 107 Cheapside, London, EC2V 6DN on 19 November 2025 at 11.00am and at any adjournment of it. |
Number of shares in respect of which the proxy is appointed (see notes 1 and 2). |
| Please mark this box to indicate that this proxy appointment is one of multiple appointments being made (see note 2). I/We authorise and instruct my/our said proxy to vote on a poll in respect of the resolutions to be proposed at the Annual General Meeting as follows: |
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| Ordinary Resolutions | For Against Abstain |
| 1. To receive the accounts and reports of the Directors and auditor for the year ended 30 June 2025. |
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| 2. To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) for the year ended 30 June 2025, as set out on pages 80 to 119 of the Company's Annual Report 2025. |
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| 3. To approve the Directors' Remuneration Policy as set out on pages 94 to 102 of the Company's Annual Report 2025. |
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| 4. To approve the rules of the Genus 2025 Long Term Incentive Plan. | |
| 5. To approve the rules of the Genus 2025 Deferred Bonus Plan. |
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| 6. That the restricted share awards granted to Andrew Russell in compensation for the forfeiture of awards granted to him by his previous employer and to other senior executives as announced by the Company on 11 September 2025 be capable of being settled through the issuance of new shares or transfer of treasury shares. |
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| 7. To declare a final dividend of 21.7 pence per Ordinary Share. |
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| 8. To elect Andrew Russell as a Director of the Company. |
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| 9. To re-elect Jorgen Kokke as a Director of the Company. |
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| 10. To re-elect Iain Ferguson CBE as a Director of the Company. | |
| 11. To re-elect Ralph Heuser as a Director of the Company. | |
| 12. To re-elect Lysanne Gray as a Director of the Company. | |
| 13. To re-elect Lesley Knox as a Director of the Company. | |
| 14. To re-appoint PricewaterhouseCoopers LLP as auditor of the Company. | |
| 15. To authorise the Audit & Risk Committee of the Board to determine the remuneration of the auditor. | |
| 16. To empower the Directors with limited authority to allot Ordinary Shares. | |
| Special Resolutions | |
| 17. To empower the Directors with limited authority to allot equity securities for cash without first offering them to existing shareholders. | |
| 18. To empower the Directors with limited authority to allot additional equity securities for cash without first offering them to existing shareholders provided that this power be used only in connection with an acquisition or other capital investment. |
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| 19. To empower the Directors with limited authority to make one or more market purchases of any Ordinary Shares. | |
| 20. To allow a General Meeting other than an Annual General Meeting to be called on not less than 14 clear days' notice. | |
| Dated Signature |
(see notes 2–9) |
| Please indicate by marking the appropriate boxes in ink like this: ✗ how you wish your votes to be cast in respect of the above resolutions. | |
| Please tick this box if you intend to attend the Annual General Meeting | |
| On receipt of this card duly signed, in the absence of any specific instructions, the proxy will vote or abstain at his/her discretion. | |
| GENUS plc Attendance Card For use at the Annual General Meeting of the Company, commencing at 11.00am on 19 November 2025, |
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| Buchanan Communications, 107 Cheapside, London, EC2V 6DN. | |
| If you wish to attend the Annual General Meeting, please sign this card and bring it with you and hand it in at the shareholder reception desk on your arrival to authenticate your right to attend, speak and vote in person. Unless you are able to present |
LANE STREET GUTTER RUSSIA ROW TRUMP STREET |
WATLING STREET
BREAD STREET
CHEAPSIDE
AGM
KING STREET
this card or alternatively provide acceptable evidence of identity, you may be refused entry to the Annual General Meeting. If you have appointed a person other than the Chairman of the Annual General Meeting as your proxy to attend on your behalf, both you and your proxy must sign this card and place a tick in the box alongside the signatures. A proxy is entitled
Signature(s) Proxy
This is to notify you that the following documents are available on the Company's website:
The website address to access the documents is www.genusplc.com and the documents are located in the Investors section of the website. There are no particular software requirements to view these documents, other than those which are described on the Company's website. Your personalised proxy card for use at the Company's Annual General Meeting is attached to this document. It contains details of proxy appointment deadlines. If you have any queries on the above, please contact Equiniti Registrars on +44 (0)371 384 2290.* Please use the country code if calling from outside the UK.
* Lines open 8.30am to 5.30pm, Monday to Friday (excluding public holidays in England and Wales).
Have a question? We'll get back to you promptly.