Darktrace PLC — Proxy Solicitation & Information Statement 2023

Nov 8, 2023

DARKTRACE
Darktrace plc
Annual General Meeting
Annual General Meeting on Thursday 7 December 2023 at 11.00 a.m. at the offices of Latham & Watkins (London) LLP at 99 Bishopsgate, London EC2M 3XF, United Kingdom
Shareholder Reference Number

DARKTRACE

Darktrace plc

Proxy Form

for the Annual General Meeting convened for
11.00 a.m. on Thursday 7 December 2023 ('AGM')
Please read the explanatory notes overleaf before completing this form.

Voting ID	Task ID	Shareholder Reference

You may submit your votes electronically using the above numbers at www.sharevote.co.uk

If We, the undersigned, being (a) member(s) of Darktrace plc (Darktrace), hereby appoint the Chair of the AGM or the person named below (see Note 3 overleaf) 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 AGM of Darktrace to be held at the offices of Latham & Watkins (London) LLP at 99 Bishopsgate, London EC2M 3XF, United Kingdom at 11.00 a.m. on Thursday 7 December 2023 and at any adjournment thereof. My/our proxy is to vote as indicated by an 'X' below in respect of the resolutions set out in the Notice of AGM dated 7 November 2023 and I/we authorise my/our proxy to vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is properly put before the AGM.

Name of Proxy	Number of shares to be voted (see Note 4)

Please mark this box ☐ if you attach a schedule of multiple proxies to this Form of Proxy (see Notes 5 and 6).

Resolutions

Please mark "X" below to indicate how you wish your proxy to vote:

	For	Against	Vote Withheld
Ordinary resolutions
1. To receive the annual report and accounts for the year ended 30 June 2023.
2. To appoint the auditor until the next annual general meeting of Darktrace.
3. To authorise the Directors' to determine the remuneration of the auditors.
4. To re-elect Gordon Hurst as a Director.
5. To re-elect Poppy Gustafsson OBE as a Director.
6. To re-elect Catherine Graham as a Director.
7. To re-elect Stephen Shanley as a Director.
8. To re-elect Johannes Sikkens as a Director.
9. To re-elect Lord Willetts as a Director.
10. To re-elect Paul Harrison as a Director.
11. To re-elect Sir Peter Bonfield CBE, FREng as a Director.
12. To elect Patrick Jacob as a Director.
13. To elect Elaine Bucknor as a Director.
14. Authority to allot relevant securities.
15. To approve the Report of the Remuneration Committee and Annual Report on Remuneration (excluding the Directors' Remuneration Policy).
16. To authorise political donations and political expenditures.

Special resolutions

1. To give the Directors limited authority to allot shares for cash without making a pre-emptive offer to shareholders.
2. To give the Directors an additional limited authority to allot shares for cash and disapply offer to shareholders.
3. To authorise Darktrace to make market purchases of its own shares up to a specified amount.
4. Authority to buy-back relevant shares and related matters.
5. To approve the calling of general meetings (other than an AGM) on not less than 14 clear days' notice.

Signatures (see Notes 1, 8 and 9)		Date

Notice of Availability

The 2023 Annual Report and Accounts and the Notice of Annual General Meeting are now available to be viewed and downloaded on Darktrace's website at https://irdarktrace.com/. If you wish to receive electronic communications and manage your shareholding online, please visit the website of our Registrar, Equiniti, at www.shareview.co.uk and click at the top of the page to register.

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

Notes to the Proxy Form

1. In order to be valid, this form of proxy and any power of attorney, or notarially certified copy thereof, under which it is executed must be (a) completed, signed and lodged with Darktrace's registrars, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom or (b) the proxy appointment must be lodged using the CREST Proxy Voting Service in accordance with Note 11 below as soon as possible but, in any event, so as to arrive no later than 11.00 a.m. (UK time) on Tuesday 5 December 2023.

2. 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, Equiniti Limited must receive such appointment no later than 11.00 a.m. (UK time) on Tuesday 5 December 2023 (such date determined without including non-working days).

3. As another alternative, institutional investors may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by Darktrace and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged on Proxymity by 11.00 a.m. (UK time) on Tuesday 5 December 2023 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. Please contact the Equiniti helpline on +44 (0)371 384 2030 for any further guidance.

4. The completion and return of a form of proxy will not, however, preclude shareholders from attending and voting in person at the AGM or at any adjournment thereof should they wish to do so.

5. A proxy need not be a member of Darktrace but must attend the meeting to represent you. A member may appoint a proxy of their own choice in which case the words "the Chair of the AGM or" on this proxy form should be deleted and the name of the person appointed as proxy should be inserted in the space provided. If you sign and return this proxy form with no name inserted in the space provided, the Chair of the AGM will be deemed to be your proxy.

6. If the proxy is being appointed in relation to less than your full voting entitlement, please enter next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).

7. A member may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to different shares held by the member.

8. Please indicate next to the proxy holder's name the number of shares in relation to which the proxy is authorised to act as your proxy. Please also indicate, by ticking the box provided, if the proxy appointment is one of multiple appointments made. All forms must be signed and should be returned together.

9. The 'Vote withheld' option is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote withheld' is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' and 'Against' a resolution.

10. Where the member is a corporation, this form must be executed under its common seal or signed by any officer, attorney or other person duly authorised by the corporation.

11. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register.

12. 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 (available via The message must, in order to be valid, be transmitted so as to be received by Equiniti (ID RA19) by the latest time for receipt of proxy appointments specified in Note 1 above. For further information on proxy appointment through CREST, see Notes (f) to (i) to the Notice of Annual General Meeting for 2023.