JTC PLC (the Company) General Meeting

The General Meeting of JTC PLC (the Company) will be held at 10:30 a.m. on 15 January 2026 (or as soon thereafter as the Court Meeting is concluded or adjourned or postponed) at JTC PLC, 28 Esplanade, St Helier, Jersey, JE2 3QA. Please read the Notice of General Meeting in Part X of the Scheme Document (including the notes thereto) before completing this proxy form.

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Please detach and bring this card with you if you attend the General Meeting
show as evidence of your right to be admitted. Do not post this section with

Attendance Card

Additional Holders

Shareholder Reference Number (SRN)

Form of Proxy – General Meeting to be held on 15 January 2026 at JTC PLC, 28 Esplanade, St Helier, Jersey, JE2 3QA

Cast your Proxy online...It's fast, easy and secure! www.eproxyappointment.com

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

Control Number: 921124

PIN-

View the Scheme Document online: www.jtcgroup.com/investor-relations

To be effective all proxy appointments must be lodged with the Company's Registrars Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater Road. Bristol, BS99 6ZY by no later than 10.30 a.m. on 13 January 2026.

Meeting arrangements

Proxy form - Explanatory Notes:

Full details of the resolution to be proposed at the General Meeting, with explanatory notes, are set out in the Notice of General Meeting (the Notice) contained in Part X of the Scheme Document made available to members of the Company on 2 December 2025 (the Scheme Document). All capitalised but undefined terms in this Form of Proxy and these Explanatory Notes shall have the meaning as set out in the Scheme Document. Any amendments made to this document should be initiated.

ement to attend, speak and vote
Subject to note 3 below, only those JTC Shareholders registered in the register of members of the Company as at 6:00 p.m. (London time) on 13 January 2026, or in the event that the General Meeting, is adjourned, in such register of the interest of the company as a cooper. (Control mine) and on the event that the General Meeting, is adjourned, in such register a 600 pm. (Condon time) on the day which is two Jersey Business Bays prior to the date of the adjourned meeting, shall be entitled to attend and vote at the General Meeting in respect of the number of JTC Shares registered in their names at the relevant time. Changes to entries after the relevant time will be disregarded in determining the rights of any person to attend or vote at the General Meeting.

Appointment of proxies

cointment of proxies

A holder of ITC Shares entitled to attend, speak and vote at the meeting is also entitled to appoint one or more proxies to exercise all or any of their rights to attend, speak and vote on their behalf at the meeting.

This Form of Proxy gives your proxy(ies) full rights to attend, speak and vote. If you wish to restrict the rights of your proxy(ies), please cross out either or both of the words "speak" or "vote" as you consider appropriate.

Where two or more valid Forms of Proxy are delivered for use in respect of the same uTC Shares, the one which has been delivered last (regardless of when it was signed or by what means it was delivered) sail be treated as replacing and revoking any others which have been delivered. If it cannot be determined which Form of Proxy was delivered last, none of the forms shall be treated as valid.

In the case of a UTC Shareholder which is a company, the Form of Proxy must be exculted under lijs common seal or signed on its behalf by a duly authorised officer of the company or an attorney or other person duly authorised for the company.

Sending Forms of Proxy by post, by hand or by email

Ifing Forms of Proxy by post, by hand or by email

Whether or not you intend to attend the General Meeting, you are strongly encouraged to complete and return this Form of Proxy. Please indicate how you wish your vote to be cast by inserting an "X" in the appropriate box. Unless otherwise instructed, the person appointed as a proxy will exercise his/her discretion as to how helshe votes or whether helshe abstains from voting on the resolution and on any other business, which may come before the General Meeting. In the event that you wish to appoint a person other than the Chairman of the ment gas your proxy, delete the reference to the Chairman and insert the name and address of the person you wish to appoint in the space provided. A proxy need not he a member of the Company
- not be a member of the Company.

To be valid, this Form of Proxy, together with the original (or a certified true copy) of the power of attorney or other authority (if any) under which it is signed must be deposited at the offices of JTC PLC's registrar, Computershare by using the enclosed business return envelope not later than 10:30 a.m. (London time) on 13 January 2026 or, if the General Meeting is adjourned not less than 48 hours (excluding any part of such 48-hour period falling on a non-Jersey Business Day) before the time fixed for the adjourned meeting.

If this Form of Proxy is not returned by such time, it will be invalid.
- In also round or troot is not returned by such time, it will be invalid.

As an alternative to completing and returning the printed Forms of Proxy, proxies may be appointed electronically by logging on to the following website: www.eproxyappointment.com and following the instructions therein. JTC Shareholders will need their unique Control Number, SRN and PIN, which are set out in their personalised Forms of Proxy, For an electronic proxy appointment to be valid, the appointment must be received by Computershare not later than 10:30 a.m. (London time) on 13 Jaurary 2026, or, if the meeting is adjourned, the relevant interment in the proxy appointment must be received not later than 48 hours (excluding any part of such 48-hour period failing on a non-Jersey Business Day) before the time fixed for the relevant adjourned meeting.

Electronic appointment of proxies through CREST
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In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST Proxy Instruction must be properly authenticated in accordance with Euroclear's specifications, and must contain the information required for such instruction, 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 provisory 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 (under CREST Participant ID 3RASO) not later ID 30.3 m. (London time) or 13.4may 2026 or, if the General Meeting is adjourned, not less than 48 hours (excluding any part of such 48-hour TOO'D aft. (Currout mark) or in 3 valuary 2020 or, in de-served weeking is adjourned, not less than 40 mors (excluding any part of such 44-flow) period falling on a non-lessey Business Day) before the time feet of the adjourned meeting. For this purpose, the time of result will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which Computershare is able to retrieve the message by enquiry to CREST aft the manner prescribed by CREST After this time, any change of instructions to proxise appointed. through CREST should be communicated to the appointee through other means
CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular message. 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 personsed member, or CREST sponsored applied a voting service provider (or prounder that the 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 regard, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Article 34 of the CREST Order.

Jointment of multiple proxies

JTC Shareholders are entitled to appoint a proxy in respect of some or all of their JTC Shares and may also appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to a different share or shares held by such holder. JTC Shareholders who wish to appoint more than one proxy in respect of their holding of JTC Shares should contact Computershare (in Jersey) between 8:30 a.m. and 5:30 p.m. (London time) Monday to Firlday (excluding public holidags in Jarsey) on 0370 770 4740 (44 e1443 70 770 4400 (443 70 770 4400 (443 70 770 4400 (443 70 770 4400 (443 70 770 4400 (443 70 770 4400 (443 70 770 4400 (443 70 770 4400 (443 70 770 4400 (443 70 770 4400 (443 70 770 4400 (443 70 770 4400 (443 70 770 4400 (443 70 770 4400 (443 70 770 4400 (443 70 770 4400 (443 70 770 4400 (443 70 770 4400 (443 70 770 4400 (443 70 770 4400 (443 70 770 4400 (443 70 770 4400 (443 70 770 4400 (443 70 770 4400 (443 70 770 4400 (443 70 770 4400 (443 70 770 4400 (443 70 770 4400 (443 70 770 4400 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 (443 70 470 440 440 443 70 470 440 (443 70 470 440 44 440 440 440 440 4

Any corporation which is a member of the Company can appoint a corporate representative who may exercise on its behalf all of its powers as a member. Under Jersey law it is possible for a body corporate to appoint more than one corporate representative provided that no more than one corporate representative exercises power over the same share.

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In the case of joint holders of JTC Shares, any one such joint holder may sign this Form of Proxy, but if more than one such joint holder purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the register of members of the Company in respect of the joint holding (the first named being the most senior), and that to the extent that two joint holders seek to vote in a different manner the Chairman shall report the same to the Court.

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The "Vote Withheld" option is provided to enable you to abstain on the specified resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and will not be counted in the calculation of the proportion of votes "For" and "Against" the specified resolution.
Completion and return of this Form of Proxy, or the appointment of a proxy electronically using CREST (or any other procedure described note 11 above), will not prevent you from attending, speaking and voting in person at the General Meeting, or any adjournment thereof, if you wish and are entitled to do so.
Voting on the resolution at this meeting will be conducted on a poll rather than a show of hands.
Voting on the resolution at this meeting will be conducted on a poll rather than a show of hands. Right to ask questions. The Company has to answer any questions raised by JTC Shareholder attending the General Meeting which relate to the business being dealt with at the General Meeting unless: (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the General Meeting to answer the question.

Chairman's right to appoint a substitute

To allow effective constitution of the General Meeting, if it is apparent to the Chairman that no JTC Shareholders will be present in person or by proxy, other than the Chairman or by proxy in the Chairman's favour, then the Chairman may appoint a substitute to act as proxy in his stead for any JTC Shareholder, provided that such substitute proxy shall vote on the same basis as the Chairman.

Shareholder helpline

enroteer religinary in the group of the General Meeting or how to complete this Form of Proxy, please call Computershare between 8:30 a.m. and 5:30 p.m. (London time) on Monday to Friday (except public holidays in Jersey) on 0370 707 4040 (from within the UK or Jersey) or 144 370 707 4040 (from outside the UK or Jersey).

Issued share capital and voting rights

As at 28 November 2025 (being the Latest Practicable Date before the publication of this Form of Proxy), the Company's issued ordinary share capital consists of 172,006,514 ordinary shares carrying one vote each. However the Company's Employee Benefit Trust Note, 2 (100,108 shares in the Company which can be used to satisfy the vesting of awards under the JTC Share Plans (the "EBT Unvested Shares"). Pursuant to the Trust Deed, the Company's Employee Benefit Trust Note, the Company's Employee Benefit Trust Note, the Company's Employee Benefit Trust Note, the Company's Employee Benefit Trust Note, the Company's Employee Benefit Trust Note, the Company's Employee Benefit Trust Note, the Note Note Note Note Note Note Note Not

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company, Computershare Investor Services (Jersey) Limited and Computershare Investor Services Inc. accept no liability for any instruction that does not comply with these conditions.

All Named Holders
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Signature of person attending


JTC PLC (the Company)
Form of Proxy
•	+
I/We, the undersigned, being a registered shareholder/registered shareholder of the Comp	pany, hereby appoint the chairman of the General Meeting (the Chairman )

or
(Please complete name of proxy in block capitals if not appointing Chairman of the General Meeting (see note 7)) as my/our proxy to exercise all or any of my/our rights to attend or speak at the General Meeting and submit written questions and vote in respect of my/our voting
entitlement for me/us and on my/our behalf at the General Meeting of the Company to be held at 10.30 a.m. on 15 January 2026 and at any adjournment or postponement of it. I/We wish my/our proxy to vote as indicated on this form. Unless otherwise instructed, my/our proxy may vote as he or she sees fit or abstain in relation to any business of the General Meeting.
Please tick here to indicate that this proxy appointment is one of multiple appointments being made. On the appointment of more than one proxy, please refer to explanatory note 15.
(Number of shares held)	(Number of shares in respect of appointment (see note 15))

Special Resolution
Please indicate with an "X" in the spaces provided how you wish your votes to be cast. If you mark more than one box, this Form of Proxy will be invalid
THAT:	For Against Withheld
(A) for the purpose of giving effect to the scheme of arrangement dated 2 December 2025 (as may be amended or supplemented) under Article 125 of the Companies (Jersey) Law 1991 (as amended) (the " Scheme ") between JTC and the holders of Scheme Shares
	(as defined in the Scheme), a print of which has been produced to this General Meeting and for the purposes of identification has been signed by the Chair of this General Meeting, in its original form or with or subject to any modification, addition, or condition
as may be agreed between JTC and Bidco (as defined in the Scheme) and approved	ed or imposed by the Royal Court of Jersey, the
directors of JTC (or a duly authorised committee thereof) be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect; and
(B) with effect from the passing of this resolution, the articles of association of JTC be and are hereby amended by the adoption and inclusion of a new Article 242 as set out in the Notice of General Meeting.
This card should not be used for comments, change of address or queries. Please send a separate letter. If signing under a power of attorney or other authority, please
return such power or authority (or a duly certified copy thereof) to the Registrar with this F Date	Form of Proxy. Signature

	Official constitu
Company name	Official capacity

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity
(e.g. director, secretary).

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