KIN AND CARTA PLC — Proxy Solicitation & Information Statement 2011

Oct 27, 2011

St Ives plc

FORM OF PROXY

Form of Proxy for use only by holders of ordinary shares having the right to attend and vote at the 2011 Annual General Meeting of St Ives plc to be held at One Tudor Street, London EC4Y 0AH.

I/We ... (please insert full name in capital letters) being (a) registered holder(s) of ordinary shares hereby appoint the CHAIRMAN OF THE MEETING (notes 2 and 4)

... as my/our proxy/proxies to exercise all or any of my/our rights to attend, speak and vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on Tuesday, 29 November 2011 at 11.00 a.m. and at any adjournment thereof.

Signature ... Date ... 2011

Please tick if this proxy appointment is one of ☐ multiple appointments being made (note 4)

The number of shares in relation to which the proxy is authorised to act (notes 3 and 4)

Please indicate, by inserting a cross below in the appropriate box, how you wish your vote to be cast on the resolution mentioned. If you sign this form and return it without any specific voting instructions, your proxy will vote or abstain as he thinks fit. Your proxy is also authorised to vote or abstain on any other business which may properly come before the meeting.

My/our proxy/proxies is/are to vote on the resolutions as follows:

Routine business	For	Against	Withheld
1. To receive and adopt the 2011 Annual Accounts
2. To approve the Directors' Remuneration Report
3. To declare a final dividend
4. To re-appoint the Auditors
5. To authorise the directors to fix the remuneration of the Auditors
6. To re-appoint Richard Stillwell (a member of the Nomination Committee) as a director of the Company
7. To re-appoint Lloyd Wigglesworth (a member of the Nomination Committee) as a director of the Company
8. To re-appoint Tony Stuart (a member of the Audit, Remuneration and Nomination Committees) as a director of the Company
Non-routine business
9. To authorise the directors to allot shares
10. To disapply statutory pre-emption rights
11. To authorise the Company to purchase its own shares
12. To authorise the calling of a general meeting other than an annual general meeting on not less than 14 clear days' notice
13. To approve the Rules of the St Ives Sharesave Plan

Notes:

1. To be valid, this form of proxy must be deposited at or sent to the office of St Ives plc's Registrars, (PXS), The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, so as to arrive not later than 48 hours before the time appointed for the meeting. Alternatively, if the holder's shares are held through CREST the proxy appointment may be submitted via the CREST electronic proxy appointment service in accordance with the procedures set out in the notice of meeting and the CREST manual on the Euroclear website (www.euroclear.com).
2. This form of proxy may be used for the appointment of any other person as proxy by deleting the words 'the Chairman of the Meeting' and inserting the name(s) and the person(s) whom it is desired to appoint. A proxy, who need not be a member of the Company, must attend the meeting in person to represent you.
3. 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 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 this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
4. To appoint more than one proxy (unless you are appointing your proxies via the CREST electronic proxy appointment service), please photocopy the form of proxy and insert the name and address (in capital letters) of each of your proxies on a separate copy of the form of proxy. On each form of proxy you must also include the number of shares in respect of which each proxy is appointed (which, in aggregate, should not exceed the number of shares held by you) and indicate how you wish each proxy to vote or abstain from voting. You may not appoint more than one proxy to exercise the rights attached to any one share. Please also indicate by ticking the box that the proxy is one of multiple instructions being given. Additional proxy form(s) may be obtained by contacting the Registrars' helpline: Calls from the UK 0871 664 0300 (calls cost 10p per minute plus network extras). Calls from overseas +44 20 8639 3399. Lines are open 8.30 a.m. to 5.30 p.m., Monday to Friday. If you wish to appoint the Chairman as one of your multiple proxies, simply leave the wording 'the Chairman of the Meeting' on the relevant copy of the form of proxy. Please ensure you sign and date each copy of the form of proxy and, if returned by post, include them in the same envelope (see note 9).
5. Any alterations made on this form of proxy should be initialled.
6. If the appointer is a corporation this form of proxy should be executed either under its common seal or under the hand of an officer or attorney duly authorised in writing. In the case of an individual, this form of proxy must be signed by the appointer or his agent, duly authorised in writing.
7. In the case of joint holders the vote of the senior holder who tenders a vote, whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
8. Return of a completed form of proxy will not preclude a member from attending and voting personally at the meeting.
9. This form of proxy may be returned in the envelope provided and sent to St Ives plc's Registrars at RSBH-UXKS-LRBCE, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. No stamp is required.