GRESHAM TECHNOLOGIES PLC — Proxy Solicitation & Information Statement 2021

Jun 2, 2021

Perivan 261187

Gresham Technologies plc

(Incorporated and registered in England & Wales with registered number 1072032)

PROXY FORM

Voting ID
Task ID
Shareholder reference number (SRN)

Please read the accompanying shareholder circular (the "Circular"), Notice of General Meeting and Explanatory Notes below before completing this form. Alternatively you can, as explained below, submit your votes online at www.sharevote.co.uk using the above reference numbers.

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

☐ the Chair of the meeting (default); or
☐ (leave blank if (as requested) appointing the Chair),

as my/our proxy to attend, participate and vote for me/us and on my/our behalf as directed below at the General Meeting of the Company to be held at 10.00 a.m. on Monday, 21 June 2021 and at any adjournment thereof.

Directions to my/our proxy:

Resolutions	For	Against	Withheld	Discretionary
1. To approve the proposed acquisition by Gresham Enterprise Storage, Inc., a subsidiary undertaking of the Company ("Gresham Enterprise"), of all of the issued and outstanding shares of common stock of Electra Information Systems, Inc. and to authorise the directors of each of the Company and Gresham Enterprise in relation to its implementation.
2. To disapply pre-emption rights pursuant to section 570 of the Companies Act 2006 (the "Act") in respect of a share placing announced by the Company on 28 May 2021.
3. To further disapply pre-emption rights pursuant to section 570 of the Act in respect of a PrimaryBid retail share offer also announced by the Company on the same date.

Member details and execution:

Signature(s)/Common Seal: ... Date: ... 2021

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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 General Meeting.

2. 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 Chair) and give your instructions directly to them. However, for the reasons set out in the accompanying Circular and Notice of General Meeting, the Company is encouraging all shareholders to appoint the Chair of the meeting (rather than their own choice of person) as their proxy. Shareholders are also invited to participate (as described in the Circular) using the online Investor Meet Company platform. If the current restrictions described in the Notice of General Meeting and the Circular are lifted or otherwise relaxed, 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.

3. 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.

4. 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.

5. 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.

6. To be valid, your Proxy Form must be properly completed, 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 Limited, Aspect House, Spencer Road, Lancing BN99 6DA. As an alternative, you can appoint a proxy electronically by authenticated email (as referred to in note 28 to the Notice of General Meeting) attaching the documents referred to above and sent to proxyvotes@equiniti.com. Please state “Gresham GM” in the subject line of the e-mail. In either case, the form must be received not later than 10.00 a.m. on 17 June 2021 (being 48 hours before the time fixed for the meeting, excluding non-working days).

7. Alternatively, an electronic proxy appointment (“EPA”) service is available for the General Meeting, allowing you to register your votes electronically. If you have not registered with the Equiniti online portfolio service, Shareview, and would prefer to use the EPA system, please visit www.sharevote.co.uk where details of this procedure are shown. Your Voting ID, Task ID and Shareholder Reference Number shown above will be required to enable this and if you have already registered with Shareview, you may complete an EPA via your portfolio at www.shareview.co.uk. EPAs will not be valid if received after 10.00 a.m. on 17 June 2021 and will not be accepted if found to contain a computer virus.

8. Shareholders who hold their ordinary shares in the CREST system (including CREST personal members) may use the CREST electronic proxy appointment service. Further details of the CREST electronic proxy appointment method (including the timeframes for electronic appointment) are set out in the Notice of General Meeting.

9. If you have any questions about this Proxy Form, the General Meeting, use of the EPA facility or regarding the appointment of the Chair of the General Meeting as your proxy, please call the shareholder helpline on 0371 384 2208. If you are outside the United Kingdom, please call +44 (0)121 415 7047. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales.

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