ADRIATIC METALS PLC — Proxy Solicitation & Information Statement 2020

Oct 14, 2020

All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

MR A SAMPLE < DESIGNATION> SAMPLE STREET SAMPLE TOWN SAMPLE CITY SAMPLE COUNTY AA11 1AA

Due to the outbreak of COVID-19 and the measures introduced by the UK Government to limit its impact and spread and on the basis of containment and/or social distancing measures, shareholders will not be able to attend the General Meeting in person and will only be able to vote by proxy.

Form of Proxy - Annual General Meeting to be held on 6 November 2020

www.adriaticmetals.com/investors/financial-reports-2/

To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 4 November 2020 at 11.00 am.

Explanatory Notes:

• 1. As noted above, whilst every holder has the right to appoint some other person(s) of their choice, you are encouraged to appoint "the Chairman of the Meeting" as your proxy to vote on your behalf as a shareholder nor any other proxy appointed will not be permitted to attend the meeting as due to the Covid-19 virus, the meeting will be held as a closed meeting in accordance with UK Government Stay at Home Measures. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
• 2. The 'Vote Abstain' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Abstain' 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.
• 3. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement of the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 4. To appoint the Chairman of the Meeting via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 5. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 702 0000 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• 6. Should you require a printed copy of the Annual Report, please contact the Registrar in writing, by email !UKALLDITeam2@computershare.co.uk or alternatively ring 0370 702 0000 on or before 28 October 2020 to facilitate timely delivery.
• 7. Any alterations made to this form should be initialled.

MR A SAMPLE < Designation> Additional Holder 1 Additional Holder 2 Additional Holder 3 Additional Holder 4

Form of Proxy

The Chairman of the Meeting		*	C0000000000
	I/We hereby appoint the Chairman of the Meeting as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Adriatic Metals PLC to be held at Ground Floor, Regent House, 65 Rodney Road, Cheltenham GL50 1HX, United Kingdom on 6 November 2020 at 11.00 am, and at any adjourned meeting.
	* If you wish your proxy to vote any number of shares other than your full voting entitlement please enter the number of shares you wish your proxy to vote on your behalf in this box.					Please use a black pen. Mark with an X inside the box as shown in this example.
1.	Ordinary Resolutions Receive the Annual Report and Financial Statements.					For	Against	Abstain
2.	Approval of the Directors Remuneration Policy.
3.	Approval of the Annual Report on Remuneration.
4.	To re-elect Mr Julian Barnes as Director of the Company.
5.	To elect Ms Sandra Bates as Director of the Company.
6.	To elect Ms Sanela Karic as Director of the Company.
7.	Re-appointment of Auditor.
8.	Remuneration of Auditor.
9.	Approval of the grant and issue of Options to Sanela Karic.
	10. Approval to increase Non-Executive Director fee pool.
	11. General Authority to allot shares.
	Special Resolutions 12. Disapplication of Statutory Pre-Emption Rights.
	13. Authority to purchase own shares.
	14. Notice period for General Meetings other than Annual General Meetings.
	I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.
	Signature	Date		In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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