Law Debenture Corporation PLC — Proxy Solicitation & Information Statement 2017

Mar 13, 2017

Attendance Card

MR A SAMPLE < DESIGNATION> SAMPLE STREET SAMPLE TOWN SAMPLE CITY SAMPLE COUNTY AA11 1AA

Additional Holders: ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation.

ADDITIONAL HOLDER 4 The Chairman of The Law Debenture Corporation p.l.c. invites you to attend the Annual General Meeting of the Company to be held at Brewers Hall, Aldermanbury Square, London EC2V 7HR on 11 April 2017 at 11.00 am.

Shareholder Reference Number

C0000000000

Please detach this portion before posting this proxy form.

Form of Proxy - Annual General Meeting to be held on 11 April 2017

Register at www.investorcentre.co.uk - elect for electronic communications & manage your shareholding online!

To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 7 April 2017 at 11.00 am.

Explanatory Notes:

• 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his 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 provided (see reverse). 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 reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
• 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 1129 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
• 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular 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 the votes 'For' and 'Against' a resolution.

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 and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

• 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 5. 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 number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 707 1129 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.

8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

MR A SAMPLE < Designation> Additional Holder 1 Additional Holder 2 Additional Holder 3 Additional Holder 4

Poll Card To be completed only at the AGM if a Poll is called.				1.	Ordinary Business To receive the report of the directors, the strategic report and the audited accounts for the year ended 31 December 2016.	For	Against	Vote Withheld
				2.	To receive and approve the directors' remuneration report for the year ended 31 December 2016.
				3.	To approve the Corporation's remuneration policy.
				4.	To declare a final dividend of [XX.X]p per share.
				5.	To elect Michael Adams as a director.
				6.	To re-elect Christopher Smith as a director.
				7.	To re-elect Robert Laing as a director.
				8. 9.	To re-elect Mark Bridgeman as a director. To re-elect Tim Bond as a director.
				10.	To re-appoint BDO LLP as auditors of the Corporation and to authorise the audit committee to
				11.	determine their remuneration. To renew the directors' general authority to allot shares.
				12.	Special Business To approve the disapplication of statutory pre-emption rights.
				13.	To renew the Corporation's general authority to make market purchases of its own shares.
				14.	That a general meeting of the Corporation, other than an annual general meeting, may be called on
Signature In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.					not less than 14 clear days' notice.
Form of Proxy Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).		*			 C0000000000
					I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting
EC2V 7HR on 11 April 2017 at 11.00 am, and at any adjourned meeting.					entitlement* on my/our behalf at the Annual General Meeting of The Law Debenture Corporation p.l.c. to be held at Brewers Hall, Aldermanbury Square, London
* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).					Please use a black pen. Mark with an X
Please mark here to indicate that this proxy appointment is one of multiple appointments being made.			Vote		inside the box as shown in this example.			Vote
Ordinary Business 1. To receive the report of the directors, the strategic report	For	Against	Withheld	8.	For To re-elect Mark Bridgeman as a director.	Against		Withheld
and the audited accounts for the year ended 31 December 2016.
2. To receive and approve the directors' remuneration report for the year ended 31 December 2016.				9.	To re-elect Tim Bond as a director.
3. To approve the Corporation's remuneration policy.					10. To re-appoint BDO LLP as auditors of the Corporation and to authorise the audit committee to determine their remuneration.
4. To declare a final dividend of [XX.X]p per share.					11. To renew the directors' general authority to allot shares.
5. To elect Michael Adams as a director.					Special Business 12. To approve the disapplication of statutory pre-emption rights.
6. To re-elect Christopher Smith as a director.					13. To renew the Corporation's general authority to make market purchases of its own shares.
7. To re-elect Robert Laing as a director.					14. That a general meeting of the Corporation, other than an annual general meeting, may be called on not less than 14 clear days' notice.
Signature		Date			I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting. 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