ALFA FINANCIAL SOFTWARE HOLDINGS PL

Proxy Solicitation & Information Statement • Mar 19, 2019

Attendance card Alfa Financial Software Holdings PLC

Notice of availability Important – please read carefully

You can now access the 2018 Annual Report and Accounts and Notice of 2019 AGM at https://investors.alfasystems.com.

If at any point you should wish to opt out of receiving documents via our website, then you may do so in writing to our registrars at:

Equiniti Limited Aspect House Spencer Road Lancing West Sussex BN99 6DA

Deadline for receipt of Form of Proxy

Please note the deadline for receiving proxies is 3:00pm on Wednesday 24 April 2019.

You may submit your proxy electronically at www.sharevote.co.uk using the relevant reference numbers printed on your Form of Proxy below, or through our registrar's (Equiniti Limited) online portfolio service, Shareview.

person attending: Shareholder reference number:

right to be admitted. Do not post this section with the Form of Proxy.

The Annual General Meeting of Alfa Financial Software Holdings PLC is to be held on: Friday 26 April 2019 at 3:00pm

Signature of

Form of Proxy
	Alfa Financial Software Holdings PLC – Annual General Meeting

Please refer to the notes on the reverse of the attendance card before completing the form I/We, being a member of the Company, hereby appoint the Chairman of the Annual General Meeting (see note 2 overleaf) or

Task ID: Voting ID:

Shareholder reference number:

Name of proxy: Number of shares proxy appointed over:

as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held at 3:00pm on Friday 26 April 2019 and at any adjournment thereof. I have indicated with an how I/we wish my/our votes to be cast on the following Resolutions.

If you wish to appoint multiple proxies, please see note 2 overleaf. Please also tick here if you are appointing more than one proxy.

	Resolutions Please mark to indicate how you wish to vote		Aga inst For	Wit hhe ld			For	Aga inst	Wit hhe ld
1.	To receive and adopt the Directors' report and accounts for the year ending 31 December 2018				8.	To re-appoint Deloitte LLP as auditors of the Company
2.	To approve the Directors' Remuneration Report				9.	To authorise the Audit and Risk Committee to determine the auditor's remuneration
3.	To re-elect Andrew Denton as a Director					10. To authorise the Directors to allot shares
4.	To re-elect Vivienne Maclachlan as a Director					11. Authority to disapply statutory pre-emption rights
5.	To re-elect Andrew Page as a Director					12. Additional authority to disapply statutory pre-emption rights
6.	To re-elect Karen Slatford as a Director					13. To authorise the Company to purchase its own shares
7.	To re-elect Robin Taylor as a Director					14. Authority to call a general meeting (other than an AGM) on not less than 14 clear days' notice
						15. To authorise the Company to make political donations.
	It is helpful for organisation purposes for the Company to gauge the number of attendees at the AGM, therefore if you intend to attend the AGM please tick here

Notes Notes

• 1. Every holder 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 attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy 1. Only holders of ordinary shares, or their duly appointed representatives, are entitled to attend and vote at the meeting. A shareholder so entitled may appoint (a) proxy(ies), who need not be (a) shareholder(s), to exercise all or any of his/her rights to attend and to speak and vote on his/her behalf at the meeting.
• 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 2. You can appoint the Chairman of the Annual General Meeting (AGM) or anyone else to be your proxy at the AGM. You can also, if you wish, appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you.
• 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 Form of Proxy has – To appoint the Chairman as your sole proxy in respect of all your ordinary shares complete any voting instructions but leave all other proxy appointment details blank. – To appoint a single proxy in respect of all your ordinary shares other than the Chairman,
• been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). delete only the words 'the Chairman of the Annual General Meeting' and insert the name of your proxy (who need not be a shareholder of the Company) and complete any voting instructions.
• 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 – To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the registrar or you may photocopy the Form of Proxy. Please indicate in the box next to the proxy holder's name, the number of shares in relation to which you authorise them to act as your proxy and complete any voting instructions. Please also indicate by ticking the box provided on the Form of Proxy if the proxy instruction is one of multiple instructions being given. All Forms of Proxy should be returned together in the same envelope.

in the same envelope. 3. In the case of joint members, any one of such members may vote at the AGM If the box next to the proxy holder's name is left blank, your proxy will be deemed to be authorised in respect of all your ordinary shares.

• and if more than one of such joint members is present either personally or by proxy, 3. The Form of Proxy gives your proxy or proxies full rights to attend, speak and vote at the AGM.
• the vote of the most senior who tenders a vote will be accepted to the exclusion of the votes of the other registered members. Seniority is determined by the order in which the names stand in the register. 4. If the appointer is a corporation, the Form of Proxy should be executed under its common seal, or signed by a duly authorised officer or attorney. The appropriate 4. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communication from the Company in accordance with Section 146 of the Companies Act 2006 ('Nominated Persons'). Nominated Persons may have a right under an agreement with the registered shareholder who holds shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if Nominated Persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
• power of attorney or other authority should be returned with the form. 5. The 'Vote withheld' 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 5. If the Form of Proxy is signed by someone else on your behalf, their authority to sign must be returned with the Form of Proxy. If the shareholder is a corporation, the Form of Proxy must be executed under its common seal or signed by an officer or attorney or other person duly authorised by the corporation.

• and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution. 6. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended) and section 360B of the Companies Act 2006, only those persons entered in the Register of Members of the Company (the 'Register') as at close of business on Wednesday 24 April 2019 (the 'Specified Time') shall be entitled to attend or vote at the AGM in respect of the number of ordinary shares in the capital of the Company registered in their names at that time. Changes to entries on the Register for certificated or uncertificated shares of the Company after the Specified Time shall be disregarded in determining the rights of any person to attend or vote at the AGM. Should the AGM be adjourned to a time not more than 48 hours after the Specified Time, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purpose of determining the number of votes they may cast) at the adjourned AGM. Should the AGM be adjourned for a longer period, to be so entitled, members must have been entered on the Register by 6.30pm on the day which is two business days prior to the adjourned AGM or, if the Company gives notice of the adjourned AGM, at the time specified in such notice.

• 1. Entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the 7. Corporate Representatives must make themselves known to the registrar before the start of the meeting.
• Company as at 6.30pm on Friday 10 November 2017. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights 8. Full details of the resolutions to be proposed at the AGM, with explanatory notes, are set out in the Notice of the Annual General Meeting.
• of any person to attend and vote at the meeting. 7. To appoint a proxy or to give or amend an instruction to a previously appointed proxy via the CREST system, the CREST message must be received by the issuer's 9. Please indicate with an "X" in the boxes provided how you wish your vote to be cast. Unless otherwise instructed, the person(s) appointed as a proxy will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting on any particular resolution and on any other business (including amendments to resolutions and any procedural business), which may come before the AGM.
• agent (ID RA19) by 2.00pm on Friday 10 November 2017. 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. After this time any change of instructions to a proxy 10. If you appoint multiple proxies and wish to give them separate instructions to vote or abstain from voting, please indicate how you wish each proxy to vote or abstain from voting by writing in each appropriate box the name of the proxy and the number of ordinary shares to be voted or withheld from voting by him or her.
• appointed through CREST should be communicated to the proxy by other means. CREST personal members or other CREST sponsored members and those CREST members 11. The 'Vote withheld' option on the Form of Proxy is provided to enable you to abstain on any particular resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' and 'Against' a resolution.
• who have appointed voting service provider(s) should contact their CREST sponsor 12. Any alterations to this Form of Proxy should be initialled.
• or voting service provider(s) for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and system timings please refer 13. If you complete and return the Form of Proxy this will not preclude you from attending the AGM and voting in person.
• to the CREST Manual. We may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities 14. All Forms of Proxy must be signed, dated and returned to the Company's registrar, Equiniti Limited.
• Regulations 2001. In any case your Form of Proxy must be received by the Company's registrars no later than 2.00pm on Friday 10 November 2017. 15. In the case of joint holders, only one need sign this Form of Proxy, but 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 shall be determined by the order in which the names stand in the Company's register of members in respect of the joint holding.
• 1. The completion and return of this form will not preclude a member from attending the meeting and voting in person. If you attend the meeting in person, your proxy appointment will automatically be terminated. 16. To be valid the Form of Proxy (together with any authority under which it is executed or a copy of the authority certified by a notary) must be received by the Company's registrar, Equiniti Limited, no later than 3:00pm on 24 April 2019 or by no later than 48 hours, excluding non-business days, prior to the date of any adjourned meeting.
• 1. If you prefer, you may return the Form of Proxy to the registrars in an envelope addressed to Equiniti Limited, FREEPOST RTHJ-CLLL-KBKU, Aspect House, Spencer Road, Lancing, West Sussex BN99 8LU. 17. Please return the Form of Proxy to the address shown on the back of the Form. Alternatively, you can return it in an envelope using the following address: Equiniti Limited, FREEPOST RTHJ-CLLL-KBKU, Aspect House, Spencer Road, Lancing, West Sussex BN99 8LU. A stamp is not required if posted in Great Britain, Channel Islands or Northern Ireland.
• 1. The Form of Proxy must arrive at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA during usual business hours accompanied by any power of attorney under 18. If Equiniti Registrars receive more than one valid Form of Proxy in respect of the same ordinary shares, they will accept the last one. They cannot accept Forms of Proxy returned by fax.
• which it is executed (if applicable) no later than 2.00pm on Friday 10 November 2017. 19. The CREST electronic proxy appointment service is available for this AGM. To use this service CREST members should transmit a CREST proxy instruction, utilising the procedures described in the CREST Manual, so as to reach the Company's registrar, Equiniti Limited, CREST participant ID RA19, by no later than 3:00pm on 24 April 2019 or in the case of any adjournment not later than 48 hours, excluding non-business days, before the time fixed for the adjourned 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 Equiniti Limited 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 Uncertified Securities Regulations 2001. For further information relating to the CREST proxy system, please refer to the CREST manual (available via www. euroclear.com) and the notes to the Notice of the Annual General Meeting.