HYVE GROUP PLC — Proxy Solicitation & Information Statement 2022

Jan 5, 2022

Notes:

• shareholder. A proxy need not be a shareholder of the Company. 1. Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the Annual General Meeting. A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company.
• 1. If you wish to appoint any person(s) other than the Chairman of the meeting, insert the name of the person appointed in the space provided.
• 1. If this form is given by an individual it must be signed by the individual, or on his behalf by his attorney. If this form is given by a corporation, it must be given under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation. 8. In the case of joint holders, the signature of only one of the joint holders is required on the form of proxy but the vote of the first named on the register of members will be accepted to the exclusion of other joint holders. 9. CREST members may appoint a proxy or proxies electronically via Equiniti (ID: RA19). Messages transmitted through CREST must be lodged not less than 48 hours 10. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction will not prevent a shareholder attending the Meeting and voting in person if he/she wishes to do so. 3. To appoint more than one proxy, you may photocopy this form. Please indicate the proxy holder's name (if you wish to appoint someone other than the Chairman of the meeting) and the number of shares in relation to which they are authorised to act as proxy (which, in aggregate, should not exceed the number of shares held by you) and indicating how you wish each proxy to vote or abstain from voting. Please also indicate if the instruction is one of multiple instructions being given.

• Meeting or any adjournment thereof. You are advised to read the terms and conditions of use carefully. Any electronic communication found to contain a computer virus will not be accepted. 4. Please indicate by inserting a cross in the appropriate box how you wish your proxy to vote in respect of the resolution. In the absence of any specific direction, the proxy will vote or abstain at his/her discretion, as he/she will on any other business which may properly come before the meeting at this Annual General Meeting.

• 1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the Meeting. A shareholder may appoint more than one proxy in relation to the Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that 2. If you wish to appoint any person(s) other than the Chairman of the meeting, insert the name of the person appointed in the space provided. 3. To appoint more than one proxy, you may photocopy this form. Please indicate the proxy holder's name (if you wish to appoint someone other than the Chairman of the meeting) and the number of shares in relation to which they are authorised to act as proxy (which, in aggregate, should not exceed the number of shares held by you) 5. Please note the 'vote withheld' option is provided to enable you to instruct your proxy not to vote on any particular resolution. However a 'vote withheld' 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. Please indicate by inserting a cross in the appropriate box how you wish your proxy to vote in respect of the resolution. In the absence of any specific direction, the proxy will vote or abstain at his/her discretion, as he/she will on any other matter arising at this Meeting. 5. Please note the 'vote withheld' option is provided to enable you to instruct your proxy not to vote on any particular resolution. However a 'vote withheld' 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. 6. To be effective, this form duly signed, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of it, must be deposited at or posted to the offices of the Company's registrar, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, not less than 48 hours before the time appointed for holding the Meeting or adjourned meeting at which the person(s) named in this form is/are to vote. 6. To be effective, this form duly signed, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of it, must be deposited at or posted to the offices of the Company's registrar, Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, not less than 48 hours before the time appointed for holding the Annual General Meeting or adjourned meeting at which the person(s) named in this form is/are to vote.
• before the time appointed for holding the Meeting. Further notes on CREST are contained in the notice of the Meeting. 7. If this form is given by an individual it must be signed by the individual, or on his behalf by his/her attorney. If this form is given by a corporation, it must be given under its common seal or signed on its behalf by an attorney or a duly authorised officer of the corporation.

• The proxy appointment and instructions should reach the Company's registrar, Equiniti, not less than 48 hours before the time appointed for the holding of the 8. In the case of joint holders, the signature of only one of the joint holders is required on the form of proxy but the vote of the first named on the register of members will be accepted to the exclusion of other joint holders.

• and indicating how you wish each proxy to vote or abstain from voting. Please also indicate if the instruction is one of multiple instructions being given. 9. CREST members may appoint a proxy or proxies electronically via Equiniti (ID: RA19). Messages transmitted through CREST must be lodged not less than 48 hours before the time appointed for holding the Annual General Meeting. Further notes on CREST are contained in the notice of the Meeting.

• 1. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction will not prevent a shareholder attending the Annual General Meeting and voting in person if he/she wishes to do so.
• 1. As an alternative to completing a hard copy Form of Proxy, a member can appoint a proxy electronically by visiting www.sharevote.co.uk. You will need your Voting ID, Task ID and Shareholder Reference Number (this is the series of numbers printed under your name on the Form of Proxy). Alternatively, if you have already registered with Equiniti Limited's online portfolio service, Shareview, you can submit your Form of Proxy at www.shareview.co.uk. Full instructions are given on both websites. 11. As an alternative to completing a hard copy Form of Proxy, a member can appoint a proxy electronically by visiting www.sharevote.co.uk. You will need your Voting ID, Task ID and Shareholder Reference Number (this is the series of numbers printed under your name on the Form of Proxy). Alternatively, if you have already registered with Equiniti Limited's online portfolio service, Shareview, you can submit your Form of Proxy at www.shareview.co.uk. Full instructions are given on both websites. The proxy appointment and instructions should reach the Company's registrar, Equiniti, not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof.
• 1. In the interests of protecting the health and safety of our shareholders, employees and the general public, shareholders are encouraged not to attend the Annual General Meeting other than members of the Board and the Company Secretary, all of whom are shareholders. Consequently, shareholders should appoint the Chairman of the Annual General Meeting as their proxy.

You are advised to read the terms and conditions of use carefully. Any electronic communication found to contain a computer virus will not be accepted.

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

Form of Proxy for use at the Annual General Meeting to be held at the Hyve Group plc offices, 2 Kingdom Street,

London W2 6JG at 9.00 a.m. on Thursday 3 February 2022. Please read the notes before completing this form.
Voting ID	Task ID	Shareholder Reference Number

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Form of Proxy for use at the Annual General Meeting to be held at the Hyve Group plc offices, 2 Kingdom Street, London W2 6JG at 9.00 a.m. on Thursday 3 February 2022. Please read the notes before completing this form.
Voting ID	Task ID		Shareholder Reference Number
In light of the ongoing COVID-19 pandemic in the UK, shareholders are encouraged not to attend the meeting, other than members Chairman of the Annual General Meeting as their proxy. Should Government measures be imposed by the time of the meeting, the of the Board and the Company Secretary, all of whom are shareholders. Instead, shareholders are encouraged to appoint the Company may need to impose entry restrictions.
I/We being (a) member(s) of Hyve Group plc (the Company) hereby appoint the Chairman of the meeting (see notes 1 and 2) OR:
Name:
Please leave this box blank if you have selected the Chairman. Do not insert your own name(s).
Number of shares in respect of which proxy is appointed (see note 3):
You may leave this box blank if you wish to appoint one proxy only in respect of all your shares.
If this proxy appointment is one of multiple appointments being made please tick here (see note 3)
Meeting of the Company to be held at 9.00 a.m. on Thursday 3 February 2022 and at any adjournment of that meeting and I/we as my/our proxy to exercise all or any of my/our rights to attend and to speak and vote on my/our behalf at the Annual General direct, my/our proxy to vote in respect of the resolutions to be proposed at the meeting as indicated below (see notes 4 and 5):
	Withheld Vote Against For			Against For
Ordinary Resolutions
Accounts and the Reports of the Directors To receive and adopt the Company's and Auditors for the year ended 30 September 2021 1.		securities Report	10. To authorise the Directors to allot relevant 9. To approve the Directors' Remuneration
2. To re-elect Richard Last as a Director		Special Resolutions
3. To re-elect Nicholas Backhouse as a Director		circumstances	11. To disapply pre-emption rights in certain
4. To re-elect Sharon Baylay as a Director 5. To re-elect John Gulliver as a Director			connection with an acquisition or specified 12. To disapply pre-emption rights in respect of an allotment of equity securities in
6. To re-elect Mark Shashoua as a Director		capital investment	13. To authorise the Company to make market
8. To authorise the Directors to agree the 7. To re-appoint BDO LLP as auditors auditors' remuneration		less than 14 clear days' notice purchases of its own shares	Annual General Meeting, to be called on not 14. To allow a General Meeting, other than an
Note: Resolution numbers 1–10 will be proposed as Ordinary Resolutions. Resolution numbers 11–14 will be proposed as Special Resolutions.
Dated:
Signature or common seal (See notes 6, 7 and 8)
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Vote Withheld Annual General Meeting

Hyve Group plc 2 Kingdom Street London W2 6JG

Form of Proxy for the Annual General Meeting To be held at 9.00 a.m. on 3 February 2022

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