Amigo Holdings PLC

Proxy Solicitation & Information Statement • Jul 11, 2019

AMIGO HOLDINGS PLC ANNUAL GENERAL MEETING 2019 – FORM OF PROXY

You may appoint a proxy electronically instead of using this form by logging onto www.signalshares.com

	Name:
	Investor Code:
	Address:
	I/We being a member/members of Amigo Holdings PLC hereby appoint the Chairman of the meeting/the following person (see note 3 below):
	Name of proxy:
	Number of ordinary shares appointed over (see note 3(c)):
	as my/our proxy to exercise all or any of my/our rights to attend, speak and vote on my/our behalf at the Annual General Meeting of the Company to be held in the Hilton Bournemouth, Terrace Road, Bournemouth BH2 5EL at 11.30 am on Friday, 12 July 2019 or at any adjournment thereof. I/We have indicated with a 'X' how I/we wish my/our votes to be cast on the resolutions set out below and I/we direct that my/our proxy will vote (or abstain from voting) as he thinks fit for me/us and on my/our behalf on any other matter which may properly come before the Annual General Meeting or any adjournment thereof.
	The resolutions which will be proposed at the meeting are summarised in this proxy form and are set out in full, along with explanatory notes, in the Notice of Annual General Meeting.
	Please mark 'X' here if this proxy appointment is one of multiple appointments being made (note 3(c))			Vote
	Resolutions	For	Against	withheld
1	To receive and adopt the Annual Report and Accounts
2	To approve the Directors' Remuneration Report for the year ended 31 March 2019
3	To approve the Remuneration Policy
4	To declare a final dividend
5	To elect Nayan Kisnadwala as a Director of the Company
6	To elect Roger Lovering as a Director of the Company
7	To elect Richard Price as a Director of the Company
8	To elect Clare Salmon as a Director of the Company
9	To elect Stephan Wilcke as a Director of the Company
	10 To appoint KPMG LLP as auditors
11	To authorise the Directors to determine the auditors' remuneration
12	To give the Company limited authority to make political donations
13	To approve the Share Incentive Plan ("SIP")
14	To approve the Save As You Earn option plan ("SAYE")
15	To approve the Long Term Incentive Plan ("LTIP")
	16 To give authority to the Directors to allot shares

18 To authorise the additional disapplication of pre-emption rights (Special Resolution)

17 To authorise the disapplication of pre-emption rights (Special Resolution)

19 To authorise the purchase of own shares (Special Resolution)

20 To reduce the length of notice period required for calling general meetings (Special Resolution)

Signature: Date:

NOTES:

• 1. As a member of the Company you are entitled to appoint a proxy or proxies to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company.
• 1. The Form of Proxy below must be lodged with Link Asset Services during normal business hours no later than close of business on 10 July 2019, accompanied by any power of attorney under which it is executed (if applicable).
• 1. To appoint as a proxy a person other than the Chairman of the meeting insert the full name of the person in the space provided. A proxy need not be a member of the Company. You can also appoint more than one proxy provided each proxy is appointed to exercise the rights attached to a different share or shares held by you. The following options are available:
  2. (a) To appoint the Chairman as your sole proxy in respect of all your shares, simply fill in any voting instructions in the appropriate box and sign and date the Form of Proxy.
  3. (b) To appoint a person other than the Chairman as your sole proxy in respect of all your shares, delete the words "the Chairman of the meeting or" and insert the name and address of your proxy in the spaces provided. Then fill in any voting instructions in the appropriate box and sign and date the Form of Proxy.
  4. (c) 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 by marking 'X' in the box provided if the proxy instruction is one of multiple instructions being given. If you wish to appoint the Chairman as one of your multiple proxies, simply write "the Chairman of the Meeting". All forms must be signed and should be returned together in the same envelope.
• 1. Unless otherwise indicated the proxy will vote as he thinks fit or, at his discretion, abstain from voting.
• 1. In case of joint shareholders the signature of any of them will suffice, but the names of all joint holders should be shown, and the vote of the senior holder who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
• 1. A corporation must execute the Form of Proxy under either its common seal or the hand of a duly authorised officer or attorney. A corporation may appoint more than one corporate representative.
• 1. The Form of Proxy is for use in respect of the shareholder account specified overleaf only and should not be amended or submitted in respect of a different account.
• 1. The "Vote Withheld" option is to enable you to abstain on any particular resolution. Such a vote is not a vote in law and will not be counted in the votes "For" and "Against" a resolution.
• 1. Shares held in uncertified form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual and in the Notice of AGM.
• 1. Completion and return of the Form of Proxy will not preclude you from attending and voting in person at the Meeting should you subsequently decide to do so.

RETURNING YOUR FORM OF PROXY

• 1. You should return the Form of Proxy in an envelope to FREEPOST PXS, 34 Beckenham Road, BR3 9ZA.
• 1. Shareholders outside the UK can reply by posting the Form of Proxy in an envelope to Link Asset Services PXS, 34 Beckenham Road, Kent BR3 4TU.