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AVATION PLC Proxy Solicitation & Information Statement 2020

Apr 16, 2020

4886_agm-r_2020-04-16_1b2b072f-c330-4c65-8f71-a82748cf72aa.pdf

Proxy Solicitation & Information Statement

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Admission Card

Annual General Meeting Avast plc

Shareholder Reference Number

To be held at the offices of White & Case LLP, 5 Old Broad Street, London EC2N 1DW on Thursday 21 May 2020 at 10:00 a.m.

indicated and hand it in at the registration desk when you arrive. If you attend the Annual General Meeting, please complete this admission card where

Date

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Signature

You can submit your proxy electronically at www.sharevote.co.uk using the above details.

I/We, the undersigned, shareholder(s) of Avast plc hereby appoint the Chairman of the Annual General Meeting or (see notes on reverse of the admission card)

Voting ID Task ID Shareholder Reference Number

Avast plc

Name *Number of Shares

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement* on my/our behalf at the Annual General Meeting of the Company to be held on Thursday 21 May 2020 at 10:00 a.m. and at any adjournment thereof.

  • Please leave the above boxes blank if you have selected the Chairman. Do not insert your own name(s).
  • I/We direct my/our proxy to vote on the resolutions as indicated below.

Form of Proxy for the Annual General Meeting

To be held at the offices of White & Case LLP, 5 Old Broad Street, London EC2N 1DW on Thursday 21 May 2020 at 10:00 a.m.

• I/We authorise my/our proxy to act at his/her discretion in relation to any other business arising at the meeting (including any resolution to adjourn the meeting).

Please tick here if this proxy appointment is one of multiple appointments being made. For the appointment of more than one proxy please refer to Note 6 overleaf.

Please tick this box if you intend to attend the meeting.

To be effective all votes must be lodged at the office of the Company's registrars, Equiniti Limited (Reference 5900), Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by 10:00 a.m. on Tuesday 19 May 2020.

ORDINARY RESOLUTIONS FOR VOTE
AGAINST WITHHELD
FOR VOTE
AGAINST WITHHELD
1. To receive the annual accounts for the financial year
ended 31 December 2019, the report of the directors,
together with the reports of the auditors thereon
13. To re-elect Tamara Minick-Scokalo as a director
2. To approve the directors' remuneration report 14. To re-elect Belinda Richards as a director
for the financial year ended 31 December 2019 15. To re-appoint Ernst & Young LLP as auditor
3. To declare a final dividend of 10.3 US cents
per ordinary share
16. To authorise the directors to set
the auditor's remuneration
4. To re-elect John Schwarz as a director 17. To authorise the Company to make
"political donations" and incur "political expenditure"
5. To re-elect Ondrej Vlcek as a director
6. To re-elect Philip Marshall as a director 18. To authorise the directors to allot shares
7. To re-elect Pavel Baudiš as a director SPECIAL RESOLUTIONS
19. Authority to disapply pre-emption without
restriction as to use
8. To re-elect Eduard Kucˇera as a director
9. To re-elect Warren Finegold as a director 20. Authority to disapply pre-emption rights in
connection with an acquisition or capital
investment
10. To re-elect Maggie Chan Jones as a director 21. To authorise the Company to purchase
its own shares
11. To re-elect Ulf Claesson as a director 22. To authorise the Company to call a general meeting
12. To re-elect Erwin Gunst as a director (other than an annual general meeting) on not less
than 14 clear days' notice

Notes

    1. These Notes should be read in conjunction with the "Additional Information in respect of the Notice and Annual General Meeting (including in relation to appointment of proxies)" set out in the Notice of Annual General Meeting.
    1. Any reference to time periods in which actions should be undertaken do not include any part of a day that is not a working day, unless specified otherwise herein.
    1. A member entitled to attend and vote at the meeting may appoint another person(s) (who need not be a member of the Company) to exercise all or any of his rights to attend, speak and vote at the meeting. A member can appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attaching to different shares held by him/her.
    1. The completion and return of this form will not preclude a member from attending the meeting and voting in person. If the member attends the meeting in person, his/her proxy appointment will automatically be terminated.
    1. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the chairman of the meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the chairman and give them the relevant instructions directly.
    1. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, contact the Company's registrar on the Equiniti Shareholder Helpline on +44 371 384 2030 (callers from overseas should contact the Equiniti overseas helpline on +44 121 415 7047) for details of how to do so or, alternatively, you may photocopy this form. Telephone lines are open between 08:30-17:30, Monday to Friday (excluding public holidays in England and Wales).
    1. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the relevant "Vote withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.
    1. To appoint a proxy using this form, the form must be:
    2. completed and signed;
    3. sent or delivered to Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA; and
    4. received by Equiniti Limited no later than 10 a.m. on 19 May 2020 or at least 48 hours before any adjournment of the meeting.
    1. As an alternative to completing this hard copy proxy form, members may register the appointment of their proxy electronically via the internet through Equiniti's website at www.sharevote.co.uk where full instructions on the procedure are given. The Voting ID, Task ID and Shareholder Reference Number printed on the Form of Proxy will be required in order to use this electronic proxy appointment system. Alternatively, members who have already registered with Equiniti's online portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio at www.shareview. co.uk using their usual user ID and password. For an electronic proxy appointment to be valid, such appointment must be received by Equiniti Limited no later than 10 a.m. on 19 May 2020.
    1. CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST Manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by our agent RA19 by 10 a.m. on 19 May 2020.
    1. In the case of joint holders, the signature of any one holder will be sufficient. If two or more proxies are received, the vote of the senior will be accepted to the exclusion of the proxies of the other joint holders. Seniority is determined by the order in which the names stand in the Register of Members in respect of the joint holding (the first named being the most senior).
    1. To change your proxy instructions simply submit a new proxy appointment using a photocopy of this form. Note that the cut off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut off time will be disregarded.
    1. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
    1. Any alteration to this proxy form must be initialled.
    1. In the event that a poll is demanded at the meeting and such poll is taken more than 48 hours thereafter, this proxy form may be returned to Equiniti Limited at the address in Note 8 so as to arrive not later than 48 hours before the time appointed for such poll. In the event that a poll is demanded at the meeting, and such poll is not taken forthwith but is taken less than 48 hours after the meeting, this form of proxy may be delivered at the meeting to the chairman or to the secretary or to a director.
    1. In the case of a member which is a company/corporation, a proxy should be executed under its common seal or signed on its behalf by a duly authorised officer of the company or an attorney for the company, stating their capacity (e.g. director, secretary).
    1. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

BN99 8LU LANCING Spencer Road Aspect House Equiniti RTHJ-CLLL-KBKU

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