IMI PLC — Proxy Solicitation & Information Statement 2023

Mar 24, 2023

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Attendance Card

The 2023 Annual General Meeting of IMI plc will take place at the Crowne Plaza Hotel, Pendigo Way, Marston Green, Birmingham on Thursday 4 May 2023.

Shareholder Reference Number

If you attend the meeting, please bring this attendance card with you. It will help to ensure that you gain admission as quickly as possible.

m of Proxy For			2023 Annual General		I	MI plc Meeting
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Voting ID		Task ID			Shareholder Reference Number
If you wish, you can submit your proxy form electronically at www.sharevote.co.uk using the PLEASE READ THE NOTES OVERLEAF CAREFULLY BEFORE COMPLETING THIS FORM numbers above.
Aspect House, Spencer Road, Lancing, BN99 8LU, the postage will be paid by the Company, but please allow one week before the deadline to ensure your form arrives in time. You may, if you prefer, return this card in a sealed envelope to					Freepost RTHJ-CLLL-KBKU, Equiniti,
To be valid, your proxy instructions or signed and dated form of proxy must be received by 10am on 2 May 2023 at the office of the Registrars at the address stated on this card.
proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the Company I/We above named being (a) member(s) of the above named Company hereby appoint the Chairman of the meeting (or alternatively the person named in the space below indicated by an asterisk*) as my/our to be held on 4 May 2023 and at any adjournment thereof.				No. of shares
*
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 2 (see overleaf).
as to how he or she votes and whether or not he or she abstains from voting. On any other business arising at the meeting I/We direct my/our proxy to vote in the manner indicated in the appropriate space below. Unless otherwise indicated, or upon any matter properly before the meeting but not referred to below, my/our proxy may exercise his or her discretion (including any motion to amend a resolution or to adjourn the meeting) my/our proxy may act at his or her discretion.
Please indicate your vote by marking the appropriate boxes in black ink like this: the proxy may act at his or her discretion.			X		If no voting instruction is indicated,
Resolution	Against For	Vote Withheld	Resolution	For	Against	Vote Withheld
Receive Annual Report and Accounts			Re-appointment of the auditor 12.
Declaration of dividend			Authority to set auditor's remuneration 13.
Approve Remuneration Report			Authority to allot shares 14.
Re-election of Lord Smith of Kelvin			Authority to make political donations 15.
Re-election of Thomas Thune Andersen			for cash for general financing Authority to allot securities A.
Re-election of Caroline Dowling Re-election of Katie Jackson 6.			Authority to allot securities for specific financing B.
Re-election of Dr Ajai Puri 8.			Authority to purchase own shares C.
Re-election of Daniel Shook Re-election of Isobel Sharp 10. 9.			Notice of general meeting D.
Re-election of Roy Twite 11.
Date	Signature			Product ID
				01	90 60-01

1. 1. 1. 1. 1. 1. 1. 1. 1. 10.

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Equiniti Aspect House Spencer Road Equiniti Aspect House Spencer Road Equiniti Aspect House Spencer Road LANCING BN99 8EX

LANCING BN99 8EX

LANCING BN99 8EX

Licence Number RTAK-JEHU-BZGA DFFTDTDFTFDTAFDDDATTDTFTAATAAFDFTFAA Licence Number RTAK-JEHU-BZGA DFFTDTDFTFDTAFDDDATTDTFTAATAAFDFTFAA DFFTDTDFTFDTAFDDDATTDTFTAATAAFDFTFAA

Licence Number RTAK-JEHU-BZGA

Notes:

1.

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• Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space indicated by an asterisk (see overleaf). 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 (see overleaf) the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if the proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account). 2.
• To appoint more than one proxy (an) additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0371 384 2040, or from overseas on +44 (0)371 384 2040 (lines are open 8.30am to 5.30pm Monday to Friday (excluding public holidays in England and Wales)) or you may photocopy the proxy 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 of proxy must be signed and should be returned together. You must inform the Registrars in writing of any termination of the authority of a proxy.

10.

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

11.

• 1. In the case of joint holders, the signature of any holder will be sufficient. The vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; seniority shall be determined by the order in which the names stand in the register of members.
• 1. Forms of proxy, to be valid, must be lodged at the office of the Registrars at the address overleaf not less than forty-eight hours before the time of the meeting.
• 1. The completion and return of a form of proxy will not preclude shareholders from attending and voting in person instead of their proxy.

Signature(s) need not be witnessed.

1. 8.

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' or 'against' a resolution.

9.

• Only those shareholders registered in the register of members of the Company as at 6.30pm on 2 May 2023 (or, in the event of any adjournment, on the date which is two days before the time of the adjourned meeting) shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register of members made after the relevant deadline shall be disregarded in determining the rights of any person to attend or vote at the meeting.
  • To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID RA19) by 10am on 2 May 2023 using the procedure described in the CREST manual. 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 system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a CREST proxy instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
    • The form of proxy should not be used for any comments, any queries or to notify a change of address. Please send a separate instruction.