Caribbean Utilities Company, Ltd. — Proxy Solicitation & Information Statement 2020

Apr 15, 2020

Caribbean Utilities Company, Ltd. Proxy — Class A Ordinary Shares

THIS PROXY IS SOLICITED BY MANAGEMENT FOR USE AT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD MAY 14, 2020.

The undersigned holder of Class A Ordinary Shares of Caribbean Utilities Company, Ltd. (the ‘‘Company’’) hereby appoints J.F. Richard Hew, President and Chief Executive Officer of the Company or, failing him, Letitia T. Lawrence, Company Secretary of the Company or, instead of any of them, as proxyholder for the undersigned, with power of substitution, to attend, act and vote in respect of all Class A Ordinary Shares registered in the name of the undersigned at the Annual General Meeting of the shareholders of the Company to be held Thursday, May 14, 2020, and at any adjournment thereof (the ‘‘Meeting’’) in the manner, to the same extent and with the same power as if the undersigned were personally present at the Meeting. The undersigned hereby directs the said proxyholder to vote the Class A Ordinary Shares registered in the name of the undersigned as follows without limiting the generality of the authorization and power hereby given.

1.	Election of Directors	FOR	WITHHOLD
1.	Jennifer P. Dilbert	�	�
2.	Sheree L. Ebanks	�	�
3.	Woodrow S. Foster	�	�
4.	Sophia Harris	�	�
5.	R. Scott Hawkes	�	�
6.	J. F. Richard Hew	�	�
7.	Mark Macfee	�	�
8.	Eddinton M. Powell	�	�
9.	David E. Ritch	�	�
10.	Gary J. Smith	�	�
11.	Peter A. Thomson	�	�
12.	Lynn R. Young	�	�
2.	Appointment of Auditors	FOR	WITHHOLD
	Appointment of Deloitte LLP as Auditors	�	�
3.	Resolution of the Class A Ordinary Shareholders	FOR	WITHHOLD
	Increase in the Reserve of Class A Shares for
issuance pursuant to the Share Purchase Plan		�	�

AND to vote on such other business as may properly come before the Meeting.

The proxy will be voted FOR Items 1 Election of Directors 1 through 13 inclusive, Item 2 Appointment of Auditors, and Item 3 if no specification is made regarding voting in any of the above matters. This proxy, when properly executed, confers discretionary authority with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to such other matters as may properly come before the Meeting.

DATED this day of , 2020.

(Please print name) (Signature of Shareholder)

(Number of Class A Ordinary Shares)

Instructions: (Please use dark black pencil or pen.)

1. Please sign exactly as your name appears on the proxy. This proxy must be signed by you or your attorney duly authorized in writing or, if you are a corporation, by an officer or the corporation’s duly authorized attorney. The corporate seal of a shareholder that is a corporation should be affixed. Each shareholder has the right to appoint a person to represent a shareholder at the Meeting other than the persons designated above. Such right may be exercised by inserting in the space provided the name of the person to be appointed, who need not be a shareholder of the Company.

2. Please date the proxy. This proxy shall be deemed to be dated the date on which it is mailed to you if it is not returned dated.

3. If you are appointing a proxyholder other than J.F. Richard Hew, President and Chief Executive Officer of the Company or, failing him, Letitia T. Lawrence, YOU MUST return your proxy to AST no later than 11:00a.m. (Eastern Time) on May 11, 2020. Please refer to ‘‘How to Vote’’ on your proxy. You must also Register at www.viewproxy.com/CaribbeanUtilitiesCompany/2020/ by 10:59 p.m., Cayman Islands time on May 11, 2020. You will need to enter your name, phone number and email address, and provide a copy of the legal proxy (which may be uploaded to the registration website or sent via email to virtualmeeting@viewproxy.com) as part of the registration, following which, you will receive an email confirming your registration, as well as the Virtual Control Number and password to participate in the Meeting. This Control Number will allow your proxyholder to log in and vote at the Annual General Meeting of Shareholders (the ‘‘Meeting’’) of Caribbean Utilities Company, Ltd. via live webcast on line at www.viewproxy.com/CaribbeanUtilitiesCompany/2020/vm on Thursday, May 14, 2020 at the hour of 12:00 p.m., Cayman Islands time.

How to Vote

INTERNET

• Go to https://astvotemyproxy.com

• Cast your vote online

• View Meeting documents

To vote by Internet you will need your control number. If you vote by Internet, do not return this proxy.

MAIL, FAX OR EMAIL

• Complete and return your signed proxy in the envelope provided or send to:

AST Trust Company (Canada) P.O. Box 721 Agincourt, ON M1S 0A1

• You may alternatively fax both sides of your proxy to 1-866-781-3111 (toll free in Canada and United States) or 416-368-2502 (within the 416 area code) or scan and email to proxyvote@astfinancial.com.

An undated proxy is deemed to be dated on the day it was received by AST Trust Company (Canada)

All Proxies must be received by 11:00a.m. (Eastern Time) on May 11, 2020.