ACG Metals Limited — Proxy Solicitation & Information Statement 2025

Sep 26, 2025

ACG METALS LIMITED

(the "Company")

(Incorporated in the British Virgin Islands with registered number 2067083)

FORM OF PROXY

Form of Proxy for completion by holders of Class A ordinary shares in the Company in respect of the Annual General Meeting of the Company to be held at the offices of Fieldfisher LLP, Avenida Miguel Bombarda, 4, 1o Piso, Lisboa, 1000-208, Portugal and virtually via https://meetings.lumiconnect.com/100-257-544-679 at 2 p.m. (WEST; BST) on 23 October 2025.

I/We

.................................................................................................................................................................................... (BLOCK LETTERS PLEASE)

of

being a member of ACG Metals Limited, hereby appoint the Chairman of the meeting, or*

............................................................................................................ in respect of ........................................ shares 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 Fieldfisher LLP, Avenida Miguel Bombarda, 4, 1o Piso, Lisboa, 1000-208, Portugal and virtually via https://meetings.lumiconnect.com/100-257-544-679 wherein the following resolutions, to be submitted to the meeting and at any adjournment thereof, and any other business which may properly come before the meeting and any adjournment thereof.

....................................................................................................................................................................................

Please indicate with an 'X' in the appropriate space how you wish your vote to be cast. Unless otherwise instructed, the proxy will vote as thought fit or abstain.

Resolutions		For	Against	Withheld
	1. To receive the audited financial statements of the Company, the directors' report and the auditor's report for the financial year ended 31 December 2024 ("2024 Accounts").
2.	To reappoint Artem Volynets, who retires and offers himself for reappointment in accordance with the Company's memorandum and articles of association ("M&A"), as a director of the Company.
	3. To reappoint Fiona Paulus, who retires and offers herself for re-election in accordance with the M&A, as a director of the Company.
	4. To reappoint Hendrik Faul, who retires and offers himself for re-election in accordance with the M&A, as a director of the Company.
	5. To reappoint Mark Cutis, who retires and offers himself for re-election in accordance with the M&A, as a director of the Company.
	6. THAT Mustafa Aksoy, a non-executive director of the Company having been appointed by the board of directors of the Company (the "Board") since the Effective Date (as defined in the M&A) and submitting himself for election, be elected as a director of the Company.
	7. THAT Maarten Terlouw, a non-executive director of the Company having been appointed by the Board since the Effective Date (as defined in the M&A) and submitting himself for election, be elected as a director of the Company.
	8. THAT Mike Pompeo, a non-executive director of the Company having been appointed by the Board since the Effective Date (as defined in the M&A) and submitting himself for election, be elected as a director of the Company.
	9. To approve the directors' remuneration report set out on pages 44 to 45 of the 2024 Accounts.
	10. To reappoint RSM UK Audit LLP as auditors of the Company, to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which audited financial statements of the Company are laid before the Company.
	11. To authorise the audit committee of the Company to determine the remuneration of the Company's auditors.
	12. To grant the Directors authority to disapply the pre-emption rights over equity securities contained in Regulation 3.1 of the M&A.
	13. To grant the Directors authority to disapply the pre-emption rights over equity securities contained in Regulation 3.1 of the M&A on an additional 10%.

Signature ........................................................................ Dated ...................... day of .......................................... 2025

Please tick here you are appointing more than one proxy.

* You may, if you wish, in the space provided insert the name(s) of the person(s) of your choice to attend and vote at the meeting on your behalf.

** Please note that if the "Withheld" box is marked with an "X", the Shareholder will not be counted in the calculation of votes "For" and "Against" and the Shareholder will not be taken to have given his/her/their discretion to the Proxy, on how to vote.

1. Every member has the right to appoint some other person(s) of their choice, who need not be a shareholder as his/her proxy to exercise all or any of his/her rights, to vote for their behalf. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see over). If the proxy is being appointed in relation to less than your full voting entitlement, please enter the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).

2. 1. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
3. 1. The 'Withheld Vote' option is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote 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.
4. 1. Entitlement to vote and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 6 p.m. (WEST; BST) on 21 October 2025. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to vote.
5. 1. The Form of Proxy must arrive at MUFG Corporate Markets, PXS, 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL during usual business hours accompanied by any Power of Attorney under which it is executed (if applicable) no later than 2 p.m. on 21 October 2025.
6. 1. If the appointer is a corporation, the Form of Proxy must be executed under its common seal or under the hand of an officer or attorney duly authorised in writing. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power of attorney) must be included with the proxy form.
7. 1. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority is established by the order in which the names stand in the register in respect of the joint holding.
8. 1. Any alterations to this Form of Proxy should be initialled.

Notes:

• 1. Please see the Notice of Annual General Meeting for further advice on how to appoint/instruct proxies via CREST.
• 1. Completion and return of your Form of Proxy or appointing your proxy electronically will not prevent you from attending and voting at the meeting instead of your proxy if you so wish.