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DP Aircraft I Limited

Proxy Solicitation & Information Statement Oct 15, 2025

10472_agm-r_2025-10-15_90534418-4d4a-42ca-a9af-08d935ba5f4e.pdf

Proxy Solicitation & Information Statement

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DP Aircraft I Limited (the "Company")

Registered no. 56941

Proxy Form for Annual General Meeting

Before completing this form please read the explanatory notes below

I/We [name]
of
[addres
s] being a member of the Company and the holder of
(insert number of shares) Ordinary Shares
HEREBY APPOINT the chairman of the meeting or (see note 3)
in respect of (insert number of shares) Ordinary Shares of the Company
as my/our proxy to attend, speak and vote for me/us and on my/our behalf at the Annual General Meeting
of the Company to be held at East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1
3PP on 20 November 2025, at 9.00 am and at any adjournment thereof.
I have indicated with a 'X' how I/we wish my/our votes to be cast on the following resolutions:
Ordinary Resolutions For Against Vote
withheld
1 THAT the Annual Report and Audited Consolidated Financial
Statements of the Company for the year ended 31 December
2024 ("2024 Annual Report") be received and adopted
2 THAT Jon Bridel be and his hereby re-elected as a director to the
Company.
3 THAT Howard Millar be and is hereby elected as a director of the
Company
4 THAT the re-appointment of KPMG Channel Islands Limited, as
Auditors of the Company be and is hereby approved and that the
Directors be authorised to fix their remuneration.
5 TO approve the Directors' remuneration report as set out in the
2024 Annual Report, for routine business of the Company.
6 TO approve the Directors' remuneration policy for the year ending
31 December 2025 as set out in the 2024 Annual Report.
7 THAT the aggregate fees of the Directors shall not exceed
£250,000 per annum.
8 TO approve the dividend policy of the Company as set out on page
7 of the 2024 Annual Report.
9 THAT, in substitution for any existing authorities to the extent
unused, the Directors are authorised to allot and issue (or sell out of
treasury) ordinary shares of no par value in the Company ("Ordinary
Shares") up to an aggregate amount not exceeding 10 per cent. of
the Ordinary Shares in issue immediately following the passing of
this resolution at a price which is less than the net asset value per
Ordinary Share as at the latest practicable date before the allotment
of such Ordinary Shares. This authority shall expire on the date
falling 15 months after the date of passing of this resolution or the
conclusion of the next annual general meeting of the Company,
whichever is earlier (save that the Company may at any time before
such expiry, make an offer or agreement which might require
Ordinary Shares to be allotted or issued after such expiry and the
Directors may allot and issue Ordinary Shares after such expiry in
pursuance of such offer or agreement as if the authority conferred by
this resolution had not expired)
10 THAT, subject to the passing of Resolution 9 above and in addition
to the authority granted thereby, in substitution for any existing
authorities to the extent unused, the Directors are authorised to allot
and issue (or sell out of treasury) up to a further 10 per cent. of the
Ordinary Shares in issue immediately following the passing of this
resolution at a price which is less than the net asset value per
Ordinary Share as at the latest practicable date before the allotment
of such Ordinary Shares. This authority shall expire on the date
falling 15 months after the date of passing of this resolution or the
conclusion of the next annual general meeting of the Company,
whichever is earlier (save that the Company may at any time before
such expiry, make an offer or agreement which might require
Ordinary Shares to be allotted or issued after such expiry and the
Directors may allot and issue Ordinary Shares after such expiry in
pursuance of such offer or agreement as if the authority conferred
by this resolution had not expired).
I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she thinks fit or abstain in relation to any business of the meeting.

Signed for and on behalf of
[name]
Signature
Print name Title and capacity

Dated: 2025

Notes

    1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company and any adjournment thereof. You can only appoint a proxy using the procedures set out in these notes and the notes to the notice of the Annual General Meeting.
    1. 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.
    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 you should delete the words "the chairman of the meeting", insert their full name in the space provided and initial the amendment. If you sign and return this form of proxy with no name inserted in the box, the chairman of the meeting will be deemed to be 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 speak on your behalf, you will need to appoint someone other than the chairman and give your instructions directly to them. You are strongly encouraged to appoint the chairman of the meeting as your proxy.
    1. A member of the Company may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and the number and class of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the total number of shares of the relevant class held by you). Please also indicate if the form of proxy is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. A failure to specify the number of shares each proxy appointment relates to or specifying a number in excess of those held by you may result in the appointment being invalid.
    1. Please indicate by marking "X" in the appropriate space how you wish your votes to be cast. If you do not give your proxy an indication of how to vote on any resolution, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
    1. To appoint a proxy using this form of proxy, the form (together with the power of attorney or other authority (if any) under which it is signed or notarially certified copy of such power or authority) must be completed and signed in accordance with these notes and sent or delivered to MUFG Corporate Markets , PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL to be received not later than 9.00 am on Tuesday, 18 November 2025 or 48 hours before any reconvening of that meeting where adjourned.
    1. Alternatively, you can vote online via the Investor Centre app or at https://uk.investorcentre.mpms.mufg.com/ (refer to the notes to the notice of meeting).
    1. In the case of a member which is an individual, this form of proxy must be signed under the hand of the appointer or of his attorney duly authorised in writing or in the case of a member which is a company, this form of proxy must be executed either under its common seal or under the hand of an officer or attorney duly authorised.
    1. In the case of joint holdings the signature of any holder is sufficient but the vote of the senior holder who tenders a vote (whether in person or by proxy) shall be accepted to the exclusion of the other joint holders. For this purpose seniority shall be determined by the order in which the joint holders appear in the register of members in respect of the joint holding (the first named being the most senior).
    1. If you submit more than one valid proxy appointment in respect of the same shares, the appointment received last before the latest time for the receipt of proxies will take precedence.
    1. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of the Annual General Meeting.
    1. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Annual General Meeting (and any adjournment) by

utilising the procedures described in the CREST Manual. 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 providers) who will be able to take the appropriate action on their behalf.

    1. To be valid, the appropriate CREST message (a 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. The message must be transmitted so as to be received by Link Group (ID RA10) by the latest time for receipt of proxy appointments specified in the notice of meeting at note 6. 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.
    1. 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 that his CREST sponsor or voting service providers) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, 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. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 34 of the Uncertificated Securities (Guernsey) Regulations 2009.
    1. If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 09.00 on 18 November 2025 in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.
    1. The 'Withheld' option is provided to enable you to abstain on any particular resolution. However, it should be noted that 'Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

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