Computacenter PLC

Proxy Solicitation & Information Statement • Apr 13, 2022

Notes to the Form of Proxy

• 1. Please indicate with an X in the space provided as to how you wish your vote to be cast. If you give no indication, the proxy will exercise his/ her discretion both as to how he/she votes and as to whether or not he/she withholds a vote.
• 2. In the case of a corporation, this form must be given under the Common Seal or signed by an officer or attorney of the corporation duly authorised to sign it. In the case of an individual, this Form of Proxy must be signed by the shareholder or his/her attorney.
• 3. A proxy need not also be a shareholder of the Company. To appoint a proxy other than the Chair please delete the words "the Chair of the Meeting" and insert the name of your proxy in the space provided. Please indicate next to the proxy holder's name the number of shares in respect of which that proxy is appointed.
• 4. The completion of this Form of Proxy will not of itself prevent a shareholder attending and voting in person.
• 5. In the case of joint holders, any one of them may sign this 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 and for this purpose seniority will be determined by the order in which the names stand in the Register of Members.
• 6. This Form of Proxy, together with any power of attorney or other authority under which it is signed, must be lodged with the Company's Registrar, Equiniti, Aspect House, Spencer Road, Lancing, BN99 6DA not later than 11.30am on Tuesday 17 May 2022.
• 7. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, 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 Company at 6.30pm on Tuesday 17 May 2022. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 8. You may, if you wish, register your proxy appointment electronically via the website www.sharevote.co.uk or, if you hold shares through CREST, using the CREST electronic proxy appointment service. To use Sharevote you will need the Voting ID, Task ID and Shareholder Reference Number shown on your Form of Proxy. Shareholders who have registered with Equiniti's on-line portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio at www.shareview.co.uk using their user ID and password. Once logged in simply click "View" on the "My Investments" page, click on the link to vote then follow the on-screen instructions. Full instructions on the procedure are given on the respective websites. A proxy appointment made electronically will not be valid if sent to any address other than those provided or if received after 11.30am on Tuesday 17 May 2022. For details of how to use the CREST service please refer to the Notice of Annual General Meeting. Please note that any electronic communication found to contain a computer virus cannot be processed and will not be accepted.

Notice of Availability – IMPORTANT please read carefully

You can now access the Annual Report & Accounts for the financial year ended 31 December 2021 and Notice of Annual General Meeting at investors.computacenter.com. You can submit your proxy online at www.sharevote.co.uk

Venue details overleaf

If you plan to attend the AGM, please hand this admission card in at the registration desk when you arrive.

Computacenter plc AGM

To be held at 100 Blackfriars Road, London SE1 8HL

+ + FORM OF PROXY

for the Annual General Meeting

To be held at 11.30am on Thursday 19 May 2022 at 100 Blackfriars Road, London SE1 8HL

Voting ID	Task ID	Shareholder Reference Number

I/We, the undersigned shareholder(s) of Computacenter plc, hereby appoint the Chair of the Meeting (see note 3)

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 at 11.30am on Thursday 19 May 2022 and at any adjournment thereof.

Vote

I/We direct my/our proxy to vote on the following resolutions as indicated below.

		For	Against	withheld
1.	To receive the 2021 Annual Report and Accounts.
2.	Approval of the Directors' Remuneration Report: Implementation Report for the year ended 31 December 2021.
3.	Approval of a final dividend of 49.4 pence per ordinary share.
4a.	To elect P Campbell.
	4b. To re-elect F A Conophy.
4c.	To re-elect R Haas.
	4d. To re-elect P W Hulme.
4e.	To re-elect L Mitic.
4f.	To re-elect M J Norris.
4g.	To re-elect P J Ogden.
4h.	To re-elect R Rivaz.
4i.	To re-elect P Ryan.
5.	Re-appointment of KPMG LLP as Auditor.
6.	Authorise the Directors to agree the Auditor's remuneration.
7.	Approval of the California Sub-Plan and the Computacenter Performance Share Plan 2005.
8.	Renewal of authority to allot shares.
9.	Disapplication of pre-emption rights to the allotment of equity securities and sale of treasury shares for cash.
10.	Disapplication of pre-emption rights for the purposes of financing an acquisition or other capital investment.
11.	Authority to purchase own shares.
12.	That a general meeting (other than an AGM) may be called on not less than 14 clear days' notice.

The AGM is due to be held on Thursday 19 May 2022 at 11.30am.

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).

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