GRESHAM TECHNOLOGIES PLC

AGM Information • Apr 1, 2021

Gresham Technologies plc Registered number 1072032. Incorporated in England and Wales.

Proxy Form

Please read the accompanying Notice of Annual General Meeting and the explanatory notes below before completing this form.

I/We the undersigned, being a member/members of Gresham Technologies plc (the "Company"), hereby appoint:

the Chairman of the meeting (default); or

.......................................................................................................................... (leave blank if (as requested) appointing the Chairman), as my/our proxy to attend, participate and vote for me/us and on my/our behalf as directed below at the Annual General Meeting of the Company to be held at 11.00 am on Monday 10 May 2021 and at any adjournment thereof.

Directions to my/our proxy:

Resolutions	For	Against	Withheld	Discretionary
1. To receive the Company's financial statements and the reports of the Directors and the auditor		T
2. To declare a final dividend of 0.75 pence per ordinary share
3. To approve the Directors' Remuneration Report
4. To reappoint BDO LLP as auditor
5. To authorise the Directors to agree the remuneration of the auditor
6. To elect Peter Simmonds as a Director
7. To elect Jennifer Knott as a Director
8. To elect Ruth Wandhöfer as a Director
9. To re-elect Andrew Balchin as a Director	F
10. To re-elect Ian Manocha as a Director
11. To re-elect Thomas Mullan as a Director
A 12. To authorise the Directors to allot shares pursuant to section 551 of the Companies Act 2006
13. To disapply pre-emption rights pursuant to section 570 of the Companies Act 2006
14. To further disapply pre-emption rights for acquisitions and certain other capital investments
R 15. To approve the market purchase by the Company of up to 10% of its issued share capital
D 16. To authorise general meetings (other than annual general meetings) to be called on not less than 14 clear days' notice
Member details and execution:
Name of member(s):
Address of member(s):

Member details and execution:

Name of member(s):
Address of member(s):
Signature(s)/common seal: Date:

Explanatory notes:

• 1. As a member of the Company you are legally entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the meeting and any adjournment of it. You may only appoint a proxy using the procedures set out in these notes and in the Notice of Annual General Meeting.
• 1. Ordinarily, if you wished your proxy to speak on your behalf at the meeting, you would need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them. However, for the reasons set out in the Notice of Annual General Meeting, the Company is presently encouraging all shareholders to appoint the Chairman of the meeting (rather than their own choice of person) as their proxy. A proxy need not be a member of the Company. If the current restrictions described in the Notice of Annual General Meeting are lifted, the appointment of a proxy will not preclude you from attending and voting at the meeting in person should you so decide, but in such event, your proxy appointment(s) would automatically be terminated.
• 1. You may specify how you wish your vote(s) to be cast on each of the resolutions by placing a mark in the appropriate boxes in the table above. Where you specify the "Discretionary" option, or do not specify any option at all, your proxy will, on receipt by the Company of this Proxy Form, duly signed, be authorised to vote, or abstain from voting,

as he/she thinks fit. Your proxy can also do this on any other resolution that is properly put to the meeting but not referred to above.

• 1. The "Withheld" option is provided to enable you to instruct your proxy not to vote on any particular resolution. A vote withheld in this way is not a vote in law and will not be counted in the calculation of the proportion of the votes "For" and "Against" a resolution.
• 1. A corporation may execute this Proxy Form under its common seal or under the hand of a duly authorised officer or attorney. In the case of joint shareholders, the names of both or all the joint holders should be stated but the signature of the first named holder on the register of members will be accepted to the exclusion of any other joint holder.
• 1. To be valid, your Proxy Form must be properly completed and signed and delivered (together 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) to Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA. As an alternative, you can appoint a proxy electronically by authenticated email (attaching the documents referred to above) sent to proxyvotes@equiniti.com. Please state "Gresham AGM" in the subject line of the e-mail. In either case, the form must be received not later than 11.00am on 6 May 2021 (being 48 hours before the time fixed for the meeting, excluding non-working days).