HELLENIC DYNAMICS PLC — Proxy Solicitation & Information Statement 2023

Nov 20, 2023

1

HELLENIC DYNAMICS PLC - FORM OF PROXY

I/We...of
...being a
member of the Company, hereby appoint ...or failing him/her,
the Chairman of the Meeting, as my/our proxy to vote for me/us on my/our behalf at the General Meeting of the
Company to be held on at the offices of Shakespeare Martineau LLP, 6th Floor, 60 Gracechurch Street, London
EC3V 0HR on 20 November 2023 at 09:00 a.m. and at any adjournment thereof.

I/We direct my/our vote as indicated below in respect of the resolutions, which are referred to in the Notice convening
the Meeting (see notes below).

	Ordinary Resolutions	FOR	AGAINST	WITHHELD
Resolution 1	To approve the consolidation of ordinary shares of £0.001 to ordinary shares of £0.10
Resolution 2	To approve, subject to the approval of Resolution 1 and 3, the sub-division of each ordinary share of £0.10 into one £0.001 ordinary share and ninety-nine £0.001 deferred shares
	Special Resolutions
Resolution 3	To approve the adoption of New Articles of Association

Date ...

Signature ...

Please tick here if you are appointing
more than one proxy.

Number of shares proxy appointed over.

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Notes

1. Members are entitled to appoint a proxy to exercise all or any of their rights to vote on their behalf at the meeting. A proxy need not be a shareholder of the Company. A shareholder may appoint more than one proxy in relation to the General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. Should you wish to appoint more than one proxy please return this form and attach to it a schedule detailing the names of the proxies you wish to appoint, the number of shares each proxy will represent and the way in which you wish them to vote on the resolutions that are to be proposed. To be valid, the Form of Proxy and any power of attorney or other authority (if any) under which it is signed (or a copy certified notarially, or in some other manner approved by the Board) must be completed and returned so as to reach the Company's Registrars, SLC Registrars, P.O. Box 5222, LANCING, BN99 9FG or by email proxy@slcregistrars.com by no later than 09:00am on 16 November 2023 (or, if the meeting is adjourned, not less than 48 hours before the time fixed for the holding of the adjourned meeting).

2. In the case of a corporation, the form of proxy must be executed under its common seal or the hand of an officer or attorney duly authorised.

3. A member may appoint a proxy of its own choice. If the name of the member's choice is not entered in the space provided on the form of proxy, the return of the form of proxy duly signed will authorise the Chairman of the meeting to act as that member's proxy.

4. To direct your proxy how to vote on the resolutions mark the appropriate box with an "X". To abstain from voting on a resolution, select the relevant "withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

5. In the case of CREST members utilising the CREST electronic proxy appointment service in accordance with the procedures set out below, each proxy appointment must be received by the Company not less than 48 hours before the time of the meeting (excluding any day which is not a business day).

6. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting and any adjournment thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s) should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

7. In order for a proxy appointment, or instruction, made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's ("EUI") specifications and must contain the information required for such instructions, as described in the CREST Manual. The message regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent ID 7RA01 by the latest time(s) for receipt of proxy appointments specified in the Notice of Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5) of the Uncertificated Securities Regulations 2001. CREST members and where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy instructions. It is therefore the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

8. Pursuant to regulation 41(1) of the Uncertificated Securities Regulations 2001 (2001 No. 3755) the Company has specified that only those members registered on the Register of Members of the Company at the close of business on 16 November 2023 shall be entitled to vote at the GM in respect of the number of ordinary shares registered in their name at that time. Changes to the Register of Members after the close of business on 16 November 2023 shall be disregarded in determining the rights of any person to vote at the GM.

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