HELICAL PLC — Proxy Solicitation & Information Statement 2015

Jun 25, 2015

HELICAL BAR plc

2015 Annual General Meeting, 24 July 2015 at 11.30 a.m.

Form of Proxy

Please read the notes overleaf before completing this form.

I/We (name(s) in full)

(PLEASE USE BLOCK CAPITALS)

of (address(es))

(PLEASE USE BLOCK CAPITALS)

being (a) member(s) of the above-named Company, hereby appoint the Chairman of the meeting, or the following person

	*

Please insert name of proxy or leave this box blank if you have selected the Chairman. See note 1. Do not insert your own name(s).

Please insert the number of shares.

See notes 2 and 3 overleaf.

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement* on my/our behalf as directed below at the 2015 Annual General Meeting of the Company to be held on 24 July 2015 at 11.30 a.m., and at any adjournment thereof.

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

*For the appointment of more than one proxy, please refer to note 3 overleaf.

		FOR	AGAINST	VOTE WITHHELD
Resolution 1	To receive and consider the accounts and reports of the directors and independent auditor for the year ended 31 March 2015.
Resolution 2	To declare a final dividend of 5.15 pence per ordinary share.
Resolution 3	To re-elect Mr N. G. McNair Scott as a director.
Resolution 4	To re-elect Mr M. E. Slade as a director.
Resolution 5	To re-elect Mr T. J. Murphy as a director.
Resolution 6	To re-elect Mr G. A. Kaye as a director.
Resolution 7	To re-elect Mr M. C. Bonning-Snook as a director.
Resolution 8	To re-elect Mr D. C. E. Walker as a director.
Resolution 9	To re-elect Mr R. D. Gillingwater as a director.
Resolution 10	To re-elect Mr R. J. Grant as a director.

continued on reverse

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		For	Against	Vote withheld
Resolution 11	To re-elect Mr A. E. G. Gulliford as a director.
Resolution 12	To re-elect Mr M. K. O'Donnell as a director.
Resolution 13	To re-appoint Grant Thornton UK LLP as independent auditor of the Company.
Resolution 14	To authorise the directors to set the remuneration of the independent auditor.
Resolution 15	To approve the directors' remuneration report (other than the section containing the directors' remuneration policy) for the year ended 31 March 2015.
Resolution 16	To authorise the directors to allot shares pursuant to section 551 of the Companies Act 2006.
Resolution 17	To authorise the directors to dis-apply pre-emption rights pursuant to sections 570 and 573 of the Companies Act 2006.
Resolution 18	To authorise the Company to make market purchases of its ordinary shares pursuant to section 701 of the Companies Act 2006.
Resolution 19	To approve general meetings (other than annual general meetings) to be held on not less than 14 clear days' notice.

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

Signature... Date ...

Notes to the Form of Proxy

1. You may appoint one or more proxies of your own choice, if you are unable to attend the meeting but would like to vote. If such an appointment is made, delete the words "the Chairman of the meeting" and insert the name(s) of the person or persons appointed as proxy/proxies in the space provided. A proxy need not be a member of the Company. If no name is entered, the return of this form duly signed will authorise the Chairman of the meeting to act as your proxy.
2. 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 they are authorised to act as your proxy. If this box is left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).

3. To appoint more than one proxy (an) additional proxy form(s) may be obtained from our website at www.helical.co.uk, by contacting the Company's registrars' helpline or 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. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

4. In order that this form of proxy shall be valid, it must be deposited (together with any power of attorney or other authority under which it is signed or a notarially certified copy of such power or a copy certified in accordance with the Powers of Attorney Act 1971 or in some other manner approved by the directors) at the Company's registrars Capita Asset Services, The Registry, PXS 1, 34 Beckenham Road, Beckenham, Kent, BR3 4TU using the enclosed pre-paid envelope or, if you are a CREST member, by using the service provided by Euroclear you can register your proxy vote electronically by no later than 11.30 a.m. on 22 July 2015. The completion and return of a form of proxy will not, however, preclude shareholders from attending and voting in person at the meeting or at any adjournment thereof, should they wish to do so.

5. In the case of a corporation, this form of proxy must be executed under its common seal or under the hand of a duly authorised officer or attorney, stating their capacity (e.g. director, secretary).
6. In the case of joint holders of a share, any one holder may sign or electronically register the proxy, but the vote of the senior who votes whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members in respect of the share. In any event, the names of all joint holders should be stated on the proxy form.
7. The "vote withheld" option is provided to enable you to instruct your proxy not to vote on any particular resolution. However, it should be noted that a "vote withheld" in this way is not a vote in law and will not be counted in the calculation of the proportion of votes "for" and "against" a resolution.