Dowlais Group PLC — AGM Information 2024

Apr 11, 2024

DOVILAIS

Dowlais Group plc The Annual General Meeting (AGM) will be held at Slaughter and May's London Office, 1 Bunhill Row, London EC1Y 8YY on Tuesday 21 May 2024 at 11:00 am

Shareholder Reference Number

If you come to the AGM, please bring this card with you. It is evidence of your right to attend and vote at the AGM and will help you gain admission as quickly as possible. A map of the venue is shown overleaf.

Dowlais Group plc PROXY FORM – NOTES

NOTES:

• 1. A member entitled to attend and vote at the AGM may appoint a proxy to exercise all or any of their rights to attend, speak and vote at the AGM. A member may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to different shares. A proxy need not be a member of Dowlais Group plc (the "Company").
• 1. If the proxy is being appointed in relation to less than your full voting entitlement, please enter 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.
• 1. To appoint more than one proxy, you may photocopy this form. Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy and tick the box to indicate if the proxy instruction is one of multiple instructions being given. All forms should be signed and returned together in the same envelope.
• 1. To be valid, your signed and dated proxy form(s) must be completed and deposited together with any power of attorney or authority under which it is completed or a certified copy of such power or authority at the offices of the Company's registrar, Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA as soon as possible and no later than 11.00am on Friday 17 May 2024. In the case of a corporation, the proxy form(s) should be executed under its common seal and/or the hand of a duly authorised officer or person.
• 1. You may register your vote online or register the appointment of a proxy for this AGM by creating an online portfolio at shareview.co.uk and following the on-screen instructions. You will need your Shareholder Reference Number shown on this form of proxy. CREST members may appoint a proxy or proxies electronically via Equiniti (ID RA19) not later than 11:00am on Friday 17 May 2024.
• 1. The "Withheld" box 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 but will be counted to establish if a quorum is present.
• 1. Only those members registered in the register of members of the Company at 6.30pm on 17 May 2024 shall be entitled to attend and vote at the AGM in respect of the number of shares registered in their name at that time. Changes to the entries on the register of members after 6.30pm on 17 May 2024 shall be disregarded in determining the rights of any person to attend and vote at the AGM.
  2. 1. In the case of joint registered holders, the signature of one holder on a proxy form will be accepted 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 holders. For this purpose, seniority shall be determined by the order in which the names appear on the register of members of the Company in respect of the relevant joint holding.
• 1. Returning this form of proxy will not prevent a registered member from attending the AGM and voting in person.

FORM OF PROXY Shareholder Reference Number

Notice of Availability
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Please note that the Notice of AGM and the Annual Report and Accounts for 2023 are now available to view on the Company's website at dowlais.com.

If you will not be attending the AGM, please complete, detach and return this Proxy Form. Alternatively, you can submit your vote online at shareview.co.uk (see Notes opposite) by registering for an online portfolio, you will need your Shareholder Reference Number which is shown above.

I/We, the undersigned, being a shareholder of the Company, hereby appoint the Chair of the meeting,

or (NOTE 1) (NOTE 2)

as my/our proxy to vote for me/us at the Annual General Meeting of the Company on Tuesday 21 May 2024 at Slaughter and May's London Office, 1 Bunhill Row, London, EC1Y 8YY and at any adjournment thereof. Your proxy is also authorised to vote or abstain from voting on any other business which may properly come before the AGM.

Please tick here if this proxy appointment is one of multiple appointments being made (NOTE 3)

Items of Business

NOTES:

1.

A member entitled to attend and vote at the AGM may appoint a proxy to exercise all or any of

their rights to attend, speak and vote at the AGM. A member may appoint more than one proxy,

provided that each proxy is appointed to exercise the rights attached to different shares.

A proxy need not be a member of Dowlais Group plc (the "Company").

If the proxy is being appointed in relation to less than your full voting entitlement, please enter

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.

To appoint more than one proxy, you may photocopy this form. Please indicate in the box next

to the proxy holder's name the number of shares in relation to which they are authorised to act

as your proxy and tick the box to indicate if the proxy instruction is one of multiple instructions

being given. All forms should be signed and returned together in the same envelope.

To be valid, your signed and dated proxy form(s) must be completed and deposited together

with any power of attorney or authority under which it is completed or a certified copy of such

power or authority at the offices of the Company's registrar, Equiniti at Aspect House, Spencer

Road, Lancing, West Sussex BN99 6DA as soon as possible and no later than 11.00am on Friday

17 May 2024. In the case of a corporation, the proxy form(s) should be executed under its

common seal and/or the hand of a duly authorised officer or person.

You may register your vote online or register the appointment of a proxy for this AGM by

creating an online portfolio at shareview.co.uk and following the on-screen instructions. You will

need your Shareholder Reference Number shown on this form of proxy. CREST members may

appoint a proxy or proxies electronically via Equiniti (ID RA19) not later than 11:00am on Friday

The "Withheld" box 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 but will be counted to

Only those members registered in the register of members of the Company at 6.30pm on

17 May 2024 shall be entitled to attend and vote at the AGM in respect of the number of shares

registered in their name at that time. Changes to the entries on the register of members after

6.30pm on 17 May 2024 shall be disregarded in determining the rights of any person to attend

In the case of joint registered holders, the signature of one holder on a proxy form will be

accepted 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 holders. For this purpose,

seniority shall be determined by the order in which the names appear on the register of

members of the Company in respect of the relevant joint holding.

Returning this form of proxy will not prevent a registered member from attending the AGM and

1. voting in person.

and vote at the AGM.

8.

establish if a quorum is present.

7.

17 May 2024.

6.

5.

1. 1. 4.

Ordinary resolutions		Board Recommendation	For	Against	Vote Withheld
1	To receive the Company's Annual Report and Accounts for the year ended 31 December 2023.	FOR
2	To approve the Directors' Annual Remuneration Report for the year ended 31 December 2023.	FOR
3	To approve the Directors' Remuneration Policy for the year ended 31 December 2023.	FOR
4	To declare a final dividend of 2.8 pence per ordinary share for the year ended 31 December 2023.	FOR
5	To elect Liam Butterworth as a Director.	FOR
6	To elect Roberto Fioroni as a Director.	FOR
7	To elect Simon Mackenzie Smith as a Director.	FOR
8	To elect Celia Baxter as a Director.	FOR
9	To elect Philip Harrison as a Director	FOR
10	To elect Shali Vasudeva as a Director.	FOR
11	To elect Fiona MacAulay as a Director.	FOR
12	To re-appoint Deloitte LLP as Auditors of the Company.	FOR
13	To authorise the Audit Committee, acting for an on behalf of the Board, to determine the Auditors' remuneration.	FOR
14	To give the Company limited authority to make political donations and expenditure.	FOR
15	To renew the authority given to Directors to allot shares.	FOR
16	To approve the Company's 2024 Omnibus Share Plan.	FOR
	Special resolutions
17	To give the Directors authority to allot equity securities without application of pre-emption rights.	FOR
18	To give the Directors authority to allot equity securities for the purpose of financing an acquisition or other capital investment without application of pre-emption rights.	FOR
19	To authorise market purchases of shares.	FOR
20	To approve the calling of a general meeting other than an Annual General Meeting on not less than 14 clear days' notice.	FOR

This card should not be used for any comments, change of address, or other queries. Please send separate instructions

Signature	Date

Location of the Annual General Meeting: Slaughter and May's London Office 1 Bunhill Row London EC1Y 8YY

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