Integrated Diagnostics Holdings PLC — AGM Information 2017

Apr 27, 2017

INTEGRATED DIAGNOSTICS HOLDINGS PLC

(Incorporated in Jersey with registered number 117257)

FORM OF PROXY

I/We, ___________________________________ of ____________________________________________ being the

registered shareholder(s) of ______________ ordinary shares of US$1.00 in the share capital of Integrated

Diagnostics Holdings plc (the “ Company ”), hereby appoint ___________________ of ____________________

_____________________________________________________________________________ or failing him/her, the

Chairman of the Annual General Meeting (the “ AGM ”) of the Company , as my/our proxy to attend and vote for me/us and on my/our behalf at the AGM to be held at the Hilton London Tower Bridge, 5 More London Place, Tooley Street, London SE1 2BY on 22 May 2017 at 9.30 am BST and at any adjournment thereof, on the undermentioned resolutions as indicated below:

• Resolutions For Against Abstain Ordinary Resolutions 1. To receive the Audited Financial Statements, together with Reports of the Directors and Auditor for the financial year ended 31 December 2016.

• 1. To re-elect Lord Anthony Tudor St John as a Director of the Company.
• 1. To re-elect Dr. Hend El-Sherbini as a Director of the Company. 4. To re-elect Richard Henry Phillips as a Director of the Company.
• 1. To re-elect James Patrick Nolan as a Director of the Company.

1. To re-elect Dan Johan Wilmar Olsson as a Director of the Company.

2. To re-elect Hussein Hassan Choucri as a Director of the Company.

3. To re-appoint KPMG LLP as Auditor of the Company. 9. To authorise the Directors to determine the Auditor’s remuneration.

4. To declare a final dividend for the year ended 31 December 2016.

5. To grant the Directors a general authority to allot Equity Securities.

Special Resolutions

1. To grant the Directors authority to allot Equity Securities otherwise than on a pre-emptive basis.

If by an individual:

If for and on behalf of a corporation:

Signed: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Signed by . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dated: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017 for and on behalf of: . . . . . . . . . . . . . . . . . . . . . . . .

Position: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Dated: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017

Notes

1.   If you wish to appoint someone other than the chairman as your proxy, please insert his/her name and address, and strike out and initial the words “the chairman of the annual general meeting or”. A proxy need not be a member of the Company. Appointing a proxy will not preclude you from personally attending and voting at the meeting (in substitution for your proxy vote) if you subsequently decide to do so. If no name is entered on this form, the return of this form, duly signed, will authorise the chairman of the meeting to act as your proxy. 
   

2.    You may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please return a separate form in relation to each proxy, clearly indicating next to the name of each proxy the number and class of shares in respect of which he is appointed. If you submit more than one valid proxy appointment in respect of the same shares, the appointment received last before the latest time for the receipt of proxies will take precedence. 
   

3.    Please insert the number of shares of US$1.00 registered in your name(s). If no number is inserted, this Form of Proxy will be deemed to relate to all the shares of the Company registered in your name(s). 
   

4.    To direct your proxy how to vote on the resolutions, please mark the appropriate box next to each resolution with an “X”. If no voting instruction is given, your proxy will vote or abstain from voting as he sees fit in his absolute discretion in relation to each resolution and any other matter which is put before the meeting. 
   

5.    In the case of: 
   

   • 5.1.1 an individual, this proxy form must be signed by the relevant member appointing the proxy or a duly appointed attorney on behalf of such member; and

   • 5.1.2 a corporation, this proxy form must be executed under its common seal or signed on its behalf by an officer of the company or a duly appointed attorney for the company.

6.    To appoint a proxy using this form, the form must be: 
   

   • 6.1.1 completed and signed;

   • 6.1.2 sent or delivered to Capita Asset Services, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU either:

     • in hard copy form, by post or courier;

     • in electronic form, by email attaching a clear scanned copy to Proxy.Enquiries@capita.co.uk.

   • 6.1.3 received at the registered office no later than 9.30 am on 18 May 2017, being 48 hours, excluding non-working days, before the time appointed for the meeting, or adjourned meeting, at which it is to be used.

7.    Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form. 
   

8.    Any alteration to this proxy form must be initialed by the person in whose hand it is signed or executed. 
   

9.    If, after returning a duly completed proxy form, you wish to revoke your proxy appointment you must sign and date a notice clearly stating your intention to revoke that proxy appointment and deposit it with Capita Asset Services at PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU before the time appointed for the meeting. 
   

10.  In the case of joint holders: 
    

• 10.1 where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted; and

• 10.2 the vote of the most senior holder who tenders a vote (whether in person or by proxy) shall be accepted to the exclusion of the votes of all other joint holders. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of members in respect of the joint holding (the first-named being the most senior).

1.  Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual. 
   

2.  CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Annual General Meeting to be held on 22 May 2017 at 9.30 am BST and any adjournment(s) 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 should refer to their CREST sponsors or voting service provider(s), who will be able to take the appropriate action on their behalf. 
   

3.  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 specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the Company’s agent, Capita Registrars Limited (CREST Participant ID: RA10), no later than 9.30 am on 18 May 2017, being 48 hours, excluding non-working days, before the time appointed for the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the Company’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. 
   

4.  CREST members and, where applicable, their CREST sponsor or voting service provider should note that Euroclear UK & Ireland Limited 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 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, to procure that his CREST sponsor or voting service provider takes) 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 sponsor or voting service provider are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. 
   

5.  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. 
   

6.  The right to vote at the meeting shall be determined by reference to the register of members of the Company. Only those persons whose names are entered on the register of members of the Company at close of business on 18 May 2017 shall be entitled to attend and vote in respect of the number of shares registered in their names at that time. Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person to attend and/or vote at the meeting. 
   

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