HSS HIRE GROUP PLC — Proxy Solicitation & Information Statement 2016

Apr 26, 2016

HSS HIRE GROUP PLC

Shareholder admittance card for the 2016 AGM

Annual General Meeting of the Company to be held at 1.30pm on 15 June 2016 at Haberdashers' Hall, 18 West Smithfield, London, EC1A 9HQ.

Notes relating to the Proxy Form

1. A registered member of the Company may appoint one or more proxies (who need not be a member of the Company, but must attend the meeting in person to represent you) to exercise all or any of his rights to attend and to speak and vote at a meeting of the Company provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. A member may appoint a proxy or proxies by:
2. completing and returning the proxy form enclosed in this pack to the Company's registrars, Equiniti;
3. going to sharevote.co.uk and following the instructions provided; or
4. if you are a user of the CREST system (including CREST personal members), having an appropriate CREST message transmitted.

You may only appoint a proxy using the procedures set out in these notes. You may not use any electronic address provided in this notice of meeting to communicate with the Company for any purposes other than those expressly stated. To appoint more than one proxy, please print out or copy and fill in a separate copy of the proxy form. Please indicate in the box next to the proxy holder's name (see reverse) 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.

IMPORTANT: In any case your instructions or proxy form must be received by the Company's registrars, Equiniti, by no later than 13:30 on 13 June 2016.

1. To appoint a proxy or to give or amend an instruction to a previously appointed proxy via the CREST system, the CREST message must be received by Equiniti (ID RA19) by 1.30 p.m. on 13 June 2016. 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 Equiniti is able to retrieve the message. After this time any change of instructions to a proxy appointed through CREST should be communicated to the proxy by other means. CREST personal members or other CREST sponsored members and those CREST Members who have appointed voting service provider(s) should contact their CREST sponsor or voting service provider(s) for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and system timings, please refer to the CREST Manual. We may treat a proxy appointment sent by CREST as invalid in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

2. The chairman of the meeting is willing to be your proxy. If you wish to appoint the chairman, you need not change this part of the proxy form. If you are an ordinary shareholder and wish to appoint someone else to be your proxy, you should delete the words "the chairman of the meeting or" and write the name of the person you wish to be your proxy in the space provided.

3. You may instruct your proxy how to vote by marking the appropriate box next to each resolution. Details of the resolutions are contained in the notice of meeting and the explanatory notes. If you have not given specific instructions on how your proxy should vote in respect of any resolution, your proxy will have discretion to vote on that resolution, in respect of your total holding, as they see fit. If you wish your proxy to vote in respect of less than your total holding, insert the relevant number of shares in respect of which the proxy is entitled to vote in the appropriate box next to each resolution. Your proxy will also have discretion to vote as they see fit on any other business which may properly come before the meeting, including amendments to resolutions, and at any adjournment of the meeting. 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.

4. The form must be signed.

In the case of joint holders (i) only one need sign, and (ii) the vote of the senior holder who tenders a vote, whether in person or by proxy or (in the case of a corporation) by authorised representative, will alone be counted. For this purpose seniority will be determined by the order in which the names appear in the Register of Members in respect of the joint holding.

If necessary, someone else may sign the form on your behalf. In that case, the authority (or a notarially certified copy of such authority) under which the proxy form is signed must be sent with the form if requested by or on behalf of the Company. If a proxy is being appointed by an attorney, the Company may request at any time to see the power of attorney (or a notarially certified copy of such power of attorney), unless it has been previously lodged with the Company's registrar.

1. In the case of a corporation, the proxy form should be executed by a duly authorised officer or person or under its common seal or in any other manner authorised by its constitution and the Company's articles of association.

2. Return of this form will not prevent a registered member from attending the meeting and voting in person.

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

HSS

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HSS HIRE GROUP PLC

FORM OF PROXY 2016 AGM

For use at the 2016 Annual General Meeting. If you cannot attend the meeting you may use this form to appoint a proxy to vote on your behalf.

You can submit your proxy electronically at www.sharevote.co.uk using the above

I/We being (a) holder(s) of ordinary shares of £0.01 each in HSS Hire Group plc ("the Company") hereby appoint the chairman of the meeting or

Name

(See notes 1 and 3) to act as my/our proxy at the annual general meeting of the Company to be held at 1.30 p.m. on 15 June 2016 at Haberdashers' Hall, 18 West Smithfield, London EC1A 9HQ and at any adjournment thereof.

☐ Please tick here if this proxy appointment is one of multiple appointments being made. (See note 1)

Please indicate with an 'X' in the boxes below how you wish your vote to be cast in respect of the resolutions as follows (See note 4):

	For	Against	Vote Withheld		For	Against	Vote Withheld
1 To receive the directors' report and accounts for the year ended 26 December 2015	☐	☐	☐	11 To authorise the directors to agree the auditors' remuneration	☐	☐	☐
2 To approve the directors' remuneration report	☐	☐	☐	12 To authorise the directors to allot shares up to a specified amount	☐	☐	☐
3 To receive and approve the directors' remuneration policy	☐	☐	☐	13 To give the Company limited authority to make political donations and expenditure	☐	☐	☐
4 To declare a final dividend of 0.57p pence per ordinary share	☐	☐	☐	14 Special resolution: to authorise the directors to allot shares and sell treasury shares for cash without making a pre-emptive offer to shareholders	☐	☐	☐
5 To re-elect Alan Peterson as a director	☐	☐	☐
6 To re-elect John Gill as a director	☐	☐	☐	15 Special resolution: to authorise the Company to purchase its own shares	☐	☐	☐
7 To re-elect Amanda Burton as a director	☐	☐	☐
8 To re-elect Douglas Robertson as a director	☐	☐	☐	16 Special resolution: To permit the Company to hold general meetings on not less than 14 days' notice	☐	☐	☐
9 To re-elect Thomas Sweet-Escott as a director	☐	☐	☐
10 To re appoint BDO LLP as the Company's auditors	☐	☐	☐

Please see Notes on completion and use overleaf.

HSS HIRE GROUP PLC

Shareholder Admittance card 2016

Annual General Meeting of the Company to be held at 13:30 on 15 June 2016 at Haberdashers' Hall, 18 West Smithfield, London EC1A 9HQ.

A map showing the location of the venue is printed below.