Alpha Group International PLC — Proxy Solicitation & Information Statement 2025

Apr 17, 2025

Form of Proxy for 2025 – Annual General Meeting Alpha Group International plc

I/We,
(full name in full block capitals)
of
(full postal address in block capitals)

being (a) member(s) of the above-named Company, appoint the Chairman of the meeting or the following person*:

Name of proxy	Number of shares in relation to which the proxy is authorised to act

(*please refer to Explanatory Notes 1 & 2)

as my/our proxy to exercise all or any of my/our rights to vote in respect of my/our voting entitlement on my/our behalf at the annual general meeting of the Company to be held at the offices of Bird & Bird LLP, 12 New Fetter Lane, London, EC4A 1JP at 9.30am on 15 May 2025 and at any adjournment of the meeting.

I/We would like my/our proxy to vote on the resolutions to be proposed at the meeting as indicated on this form. Unless otherwise instructed, the proxy can vote as he or she chooses or can decide not to vote at all in relation to any business of the meeting.

Ordinary Resolutions	For	Against	Vote Withheld
1. To adopt the Company's annual accounts and Directors' and Auditors' reports.
2. To approve the Directors' Remuneration Policy.
3. To approve, on an advisory basis, the Directors' Remuneration Report.
4. To increase the limit on the aggregate sum that may be paid per year as Non-Executive Directors' fees.
5. To declare a final dividend of 14.0 pence per share.
6. To elect Dame Jayne-Anne Gadhia as a Director.
7. To elect Nicole Coll as a Director.
8. Re-elect Timothy Butters as a Director.
9. Re-elect Vijay Thakrar as a Director.
10. Re-elect Timothy Powell as a Director.
11. Re-elect Clive Kahn as a Director.
12. Reappoint BDO LLP as auditors to the Company.
13. To authorise the Directors to determine the auditors' remuneration.
14. To authorise the Company to make political donations or incur political expenditure.
15. To authorise the Directors to allot shares or grant subscription rights or conversion rights under section 551 of the Companies Act 2006.
Special Resolutions
16. Authority to disapply statutory pre-emption rights.
17. Additional authority to disapply statutory pre-emption rights.
18. To authorise the Company to purchase its own shares.
19. To authorise the Directors to call a general meeting, other than an annual general meeting, on not less than 14 clear days' notice.
20. To authorise the regularisation of certain procedural requirements in connection with the Relevant Distributions (see notice)

Signature ...Dated ...2025

Notes:

1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the AGM. A proxy need not be a shareholder of the Company. If you appoint more than one proxy, each proxy must be appointed to exercise the rights attached to a different share or shares held by you. You can only appoint a proxy in accordance with the procedures set out in these notes and in the notes to the notice of meeting.

2. If you wish to exercise your right to vote by appointing the Chairman of the meeting as your proxy, please leave the space provided blank. If you wish to appoint a proxy other than the Chairman of the meeting, please insert their full name in the space provided. If you sign and return the form with no name in the space provided, the Chairman of the meeting will be deemed to be your proxy in respect of your full voting entitlement. If you are appointing a proxy other than the Chairman of the meeting and wish the proxy to be appointed in relation to less than your full voting entitlement, please enter in the box next to the name of the proxy the number of shares in relation to which they are authorised to act as your proxy. If you sign and return the form and leave this box blank, your proxy will be deemed to be authorised to act in respect of your full voting entitlement (or if the form of proxy has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account.)

3. To appoint more than one proxy, you will need to complete a separate form in relation to each appointment. Additional forms may be obtained by contacting the Company's registrar on +44 (0)371 384 2030 or you may photocopy this form. Lines open 8.30am to 5.30pm, Monday to Friday (excluding Bank Holidays in England and Wales). You will need to state clearly on each form the number of shares in relation to which the proxy is appointed. Please therefore indicate in the box next to the name of the proxy the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided 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. A failure to specify the number of shares each proxy appointment relates to or specifying a number in excess of the number of shares held by you may result in the proxy appointment being invalid.

4. Correlation and return of this form of proxy will not preclude you from attending and voting in person at the meeting if you wish. If you do attend the meeting in person, your proxy appointments will automatically be terminated. If you wish a proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman of the meeting and give them the relevant instructions directly.

5. If you want your proxy to vote in a certain way on the resolutions specified, please indicate with an "X" in the appropriate box above how you wish your vote to be cast. If you fail to select any of the given options, your proxy can vote as he or she chooses or can decide not to vote at all. Your proxy can also do this on any other business which may come before the meeting, including amendments to resolutions and any procedural business.

6. The "vote withheld" option on this form of proxy is provided to enable you to instruct your proxy not to vote on any particular resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of the votes "for" and "against" a resolution.

7. In the case of a corporation, this form of proxy must be executed under its common seal or signed on its behalf by its duly authorised officer, attorney or other person authorised to sign.

8. In the case of joint holders, only one need sign, but the names of all the joint holders must be stated. The vote of the senior joint holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose, seniority shall be determined by the order in which the names appear in the register of members in respect of the joint holding.

9. To be valid, this form of proxy (duly signed and together with any power of attorney or other authority under which it is signed) must be received by post at the offices of the Company's registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, no later than 9.30am on 13 May 2025 (or, if the meeting is adjourned, no later than 48 hours before the time of any adjourned meeting).

10. CREST members who wish to appoint a proxy for the meeting (or any adjournment of it) through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must be transmitted so as to be received by Equiniti Limited (ID R419) no later than 9.30am on 13 May 2025 (or, if the meeting is adjourned, no later than 48 hours before the time of any adjourned meeting). Please refer to the notes to the notice of meeting for further information on proxy appointments through CREST.

11. If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Company's registrar, Equiniti Limited. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 9.30am on 13 May 2025 in order to be considered valid. 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.

12. You may not use any electronic address provided in this form of proxy to communicate with the Company for any purposes other than those expressly stated.