DWF GROUP PLC — Proxy Solicitation & Information Statement 2022

Aug 18, 2022

dwf

Broadcast Log-in Details

If you would like to attend the meeting electronically, please follow the instructions on pages 12 and 13 of the Notice of Meeting. You will require the following details:

Meeting URL: web.lumiagm.com/148438544

SRN: [personalised]

PIN: [personalised]

Annual General Meeting Attendance card

The Annual General Meeting of DWF Group plc will be held at and be broadcast from 20 Fenchurch Street, London EC3M 3AG. The meeting will take place at 2.00pm on 28 September 2022.

To participate electronically, watch and listen to the presentations, vote your shares and put questions to the Company you will need to log in to the meeting via the website web.lumiagm.com/148438544. To log in you will need your SRN and PIN (all provided adjacent).

Please detach this attendance card before posting the Form of Proxy.

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Form of Proxy

Voting ID:

Task ID:

Shareholder Reference Number ("SRN"):

Please read the accompanying notes carefully before completing this form.

Proxy's name

No. of shares

Do not enter your own name. Leave blank if you wish to appoint the Chair.

I/We being an ordinary shareholder of DWF Group plc hereby appoint the Chair of the meeting, or the above-named person as my/our proxy to exercise on my/our behalf all or any of my/our rights to attend, speak and vote in respect of my/ our voting entitlements at the Annual General Meeting ("AGM") of DWF Group plc to be held at 2.00pm on Wednesday 28 September 2022, and at any adjournment thereof.

☐ Please tick here if this proxy appointment is one of multiple appointments being made.

I/We would like my/our proxy to vote on the resolutions proposed at the AGM as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting or adjourned meeting.

Date

Signature

In the case of a corporation, this appointment must be made under its common seal or be signed on its behalf by an attorney or duly authorised signatory.

Please complete this form and return it to the Registrar, to arrive no later than 2.00pm on Monday 26 September 2022.

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

Please indicate how you wish to cast your vote by placing a cross in ink in the relevant box below.

Resolutions

1. To receive the annual report & accounts for the period ended 30 April 2022.
2. To approve the Directors' Remuneration Policy.
3. To approve the Directors' Remuneration Report.
4. To declare a final dividend.
5. To re-elect Jonathan Bloomer as a Director.
6. To re-elect Chris Sullivan as a Director.
7. To re-elect Sir Nigel Knowles as a Director.
8. To re-elect Chris Stefani as a Director.
9. To re-elect Matthew Doughty as a Director.
10. To re-elect Teresa Colaianni as a Director.
11. To re-elect Samantha Duncan as a Director.
12. To re-elect Luke Savage as a Director.
13. To re-elect Seema Bains as a Director.
14. To re-elect Michele Cicchetti as a Director.
15. To re-appoint PricewaterhouseCoopers LLP as Auditor.
16. To authorise the Audit Committee to determine the Auditor's remuneration.
17. To authorise political donations.
18. To authorise the allotment of shares.
19. To disapply pre-emption rights.
20. To further disapply pre-emption rights for investment purposes.
21. To authorise market purchases of own shares.
22. To permit the holding of general meetings on not less than 14 clear days' notice.

For	Against	Vote withheld
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐

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Explanatory notes

See also the explanatory notes in the Notice of Meeting

1. Every shareholder may appoint some other person, who need not be a shareholder, as his or her proxy to exercise all or any of her or his rights to attend, speak and vote at the meeting electronically or in person. If you wish to appoint a person other than the Chair, please insert the name of your chosen proxy in the space provided. If the proxy is being appointed in respect of less than your full voting entitlement please enter in the separate box provided the number of shares in relation to which the proxy appointment applies.
2. To appoint more than one proxy you may photocopy this form or additional forms may be obtained by contacting the Registrar, Equiniti, on 0371-384-2030 or, from overseas, +44 121-415-7047, between 8.30am and 5.30pm, London time, from Monday to Friday (excluding public holidays in England and Wales). Please indicate the number of shares in respect of which each proxy is authorised to act in the box on each form and tick the box provided to indicate multiple appointments. All forms must be signed and should be returned together.
3. The form of proxy and power of attorney or other authority, if any, under which it is signed or a notarially certified or office copy of such power or authority must be received by the Company's Registrar, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA not later than 48 hours before the time appointed for the meeting.
4. Alternatively, you may submit an electronic proxy appointment by logging onto Equiniti's website www.sharevote.co.uk. Shareholders will need their Voting ID, Task ID and Shareholder Reference Number, printed on the face of the Form of Proxy. Full details of the procedures are given on the website.
5. The completion and return of this form will not preclude a shareholder from attending the meeting and voting in person.
6. The 'vote withheld' option is provided to enable you to abstain on any particular resolution. Note that a vote withheld is not a vote in law and will not be counted in the proportion of votes for or against a resolution.
7. Entitlement to attend and vote at the meeting and the number of votes which may be cast will be determined by reference to the Register of Members as at 6.30pm, the close of business, on Monday 26 September 2022 or two days before any adjourned meeting. Changes to the Register of Members after that time will be disregarded.
8. To appoint one or more proxies or to instruct a proxy via the CREST system, CREST messages must be received by the issuer's agent (ID number RA19) no later than 2.00pm on Monday 26 September 2022, that is 48 hours before the time of the meeting. For this purpose the time of receipt will be taken to be the time, as determined by the CREST system timestamp, from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulation 2001.
9. If the address information given overleaf is incorrect please request a change of address form from the Registrar by calling Equiniti on 0371-384-2030 or, from overseas, +44 121-415-7047, between 8.30am and 5.30pm, London time, from Monday to Friday (excluding public holidays in England and Wales) or via Shareview at www.shareview.co.uk.
10. You may return your form in a sealed envelope if you prefer, addressed to FREEPOST RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing, BN99 8LU.
11. Electronic addresses given in this form and the Notice of Meeting may not be used to communicate for any purposes other than those expressly stated.

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