Genus PLC — Proxy Solicitation & Information Statement 2016

Oct 31, 2016

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GENUS plc

(Registered in England and Wales No: 02972325)

FORM OF PROXY

Genus

For use at the Annual General Meeting of Genus plc ('Company') to be held at Buchanan Communications, 107 Cheapside, London EC2V 6DN on 17 November 2016 at 11.00am.

0930-034-S

We, being holder(s) of ordinary shares of 10 pence each ('Ordinary Shares') in the Company, hereby appoint the Chairman of the Annual General Meeting or (see note 1)

☐ as my/our proxy to attend, speak and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at Buchanan Communications, 107 Cheapside, London EC2V 6DN on 17 November 2016 at 11.00am and at any adjournment of it.

☐ Please mark this box to indicate that this proxy appointment is one of multiple appointments being made (see note 2).

We authorise and instruct my/our said proxy to vote on a poll in respect of the resolutions to be proposed at the Annual General Meeting as follows:

Ordinary Resolutions	For	Against	Abstain
1. To receive the Company's audited Financial Statements and the Directors' Reports for the year ended 30 June 2016.	☐	☐	☐
2. To approve the Directors' Remuneration Report, other than the part containing the Directors' Remuneration Policy, for the year ended 30 June 2016.	☐	☐	☐
3. To approve the Directors' Remuneration Policy as set out in the Company's Annual Report 2016.	☐	☐	☐
4. To declare a final dividend of 14.7 pence per Ordinary Share.	☐	☐	☐
5. To re-elect Bob Lawson as a Director of the Company.	☐	☐	☐
6. To re-elect Karim Bitar as a Director of the Company.	☐	☐	☐
7. To re-elect Stephen Wilson as a Director of the Company.	☐	☐	☐
8. To re-elect Nigel Turner as a Director of the Company.	☐	☐	☐
9. To re-elect Duncan Maskell as a Director of the Company.	☐	☐	☐
10. To re-elect Lykele van der Broek as a Director of the Company.	☐	☐	☐
11. To elect Lysanne Gray as a Director of the Company.	☐	☐	☐
12. To re-appoint Deloitte LLP as auditor of the Company and to authorise the Audit Committee of the Board to determine the remuneration of the auditor.	☐	☐	☐
13. To empower the Directors with limited authority to allot Ordinary Shares.	☐	☐	☐
Special Resolutions
14. To empower the Directors with limited authority to allot equity securities for cash without first offering them to existing shareholders.	☐	☐	☐
15. To empower the Directors with limited authority to allot additional equity securities for cash without first offering them to existing shareholders provided that this power be used only in connection with an acquisition or other capital investment.	☐	☐	☐
16. To empower the Directors with limited authority to make one or more market purchases of any Ordinary Shares.	☐	☐	☐
17. To amend the current Articles and adopt the new Articles in substitution for, and to the exclusion of, the current Articles.	☐	☐	☐
18. To allow a General Meeting other than an Annual General Meeting to be called on not less than 14 clear days' notice.	☐	☐	☐

Dated: ____
Signature: ____
(see notes 2-9)

• Please indicate by marking the appropriate boxes in ink like this: ☐ how you wish your votes to be cast in respect of the above resolutions.

☐ Please tick this box if you intend to attend the Annual General Meeting

On receipt of this card duly signed, in the absence of any specific instructions, the proxy will vote or abstain at his/her discretion.

GENUS plc

Attendance Card

For use at the Annual General Meeting of the Company, commencing at 11.00am on 17 November 2016
Buchanan Communications, 107 Cheapside, London EC2V 6DN.

If you wish to attend the Annual General Meeting, please sign this card and bring it with you and hand it in at the shareholder reception desk on your arrival to authenticate your right to attend, speak and vote in person. Unless you are able to present the card or alternatively provide acceptable evidence of identity, you may be refused entry to the Annual General Meeting.

If you have appointed a person other than the Chairman of the Annual General Meeting as your proxy to attend on your behalf, both you and your proxy must sign this card and place a tick in the box alongside the signatures. A proxy is entitled to speak and to vote on a poll.

Signature(s): ____
PROXY: ____

PLEASE DETACH AND RETAIN THE ATTENDANCE CARD BEFORE POSTING THIS FORM OF PROXY

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

NOTES:

1. Any member entitled to attend and vote at this Meeting may appoint one or more proxies to attend, speak and to vote instead of him/her. If you wish to appoint a person other than the Chairman as your proxy, please insert the full name of the proxy (in block capitals) in the space provided and delete the words "the Chairman of the Meeting or". A proxy need not be a member of the Company. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which he or she is authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement.

2. To appoint more than one proxy (an) additional proxy form(s) may be obtained by contacting Equiniti Registrars on 0371 384 2290 (lines open 8:30am to 5:30pm, Monday to Friday, excluding UK public holidays), or by contacting the Equiniti overseas helpline on +44 121 415 7047 or you may copy this form. Please indicate in the box next to the proxy holder's name the number of shares in relation to which he or she is authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together.

3. To be valid, a duly executed form of proxy for use at the Meeting together, if appropriate, with the power of attorney or other authority (if any) under which it is signed or a duly certified copy of such power or authority, must be deposited at the offices of Equiniti Registrars, Freepost RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, LANCING, BN99 8LU at least 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

4. CREST members who wish to appoint a proxy by using the CREST electronic proxy appointment service may do so by using the CREST electronic proxy appointment service. CREST members should refer to the Notice of Annual General Meeting enclosed with this form of proxy which sets out the requirements for the submission of a proxy appointment via CREST.

5. Proxy appointment and instructions, however submitted, must be received by 11.00am on 15 November 2016.

6. Completion and return of a form of proxy will not preclude shareholders from attending the Meeting and voting in person if they wish to do so.

7. Pursuant to Regulation #1 of the Uncertificated Securities Regulations 2001, the time by which a person must be entered on the register of members of the Company in order to have the right to attend and vote at the Meeting is 6.30pm on 15 November 2016. Changes to entries on the register of members after the relevant time shall be disregarded in determining the rights of any person to attend or vote at the Meeting, notwithstanding any provisions in any enactment, articles of association or other instrument to the contrary.

8. In the case of joint registered holders, the vote of the first named in the register who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. Where the shares are registered in the name of a company, corporations should affix their common seal or otherwise duly execute this form of proxy in accordance with their articles of association or by signature by a duly authorised officer or agent. Where the shares are registered in the name of a partnership the form of proxy must be executed by two partners stating that they are partners in the partnership. In the case of an individual, this form of proxy must be signed by the member or his/her attorney duly authorised in writing.

9. Any alteration made to the form of proxy must be initialled.

10. For your convenience, the form of proxy is pre-paid and addressed to Equiniti Limited. No envelope is necessary but if you wish you may use an envelope and address it (no stamp required) to Equiniti Registrars, Freepost RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, LANCING, BN99 8LU.

11. If you direct your proxy to abstain from voting on a resolution, this abstention will not constitute a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution.

12. Unless you give specific instructions on how to vote on a particular resolution, your proxy may vote as he or she thinks fit on any motion to amend a resolution or to adjourn the Meeting, or any other resolution proposed at the Meeting. Should any other resolution be proposed at the Meeting, the proxy may vote as he or she thinks fit.

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

14. All enquiries concerning this form should be directed to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.

PLEASE DETACH AND RETAIN THE ATTENDANCE CARD BEFORE POSTING THIS FORM OF PROXY