LMS CAPITAL PLC

Proxy Solicitation & Information Statement • Apr 29, 2019

ATTENDANCE CARD

LMS CAPITAL plc – ANNUAL GENERAL MEETING

You may submit your proxy electronically using the Share Portal service at www.signalshares.com. If not already registered for the Share Portal, you will need your Investor Code below.

Notice of Availability

Notice of Annual General Meeting and Annual Report

IMPORTANT – PLEASE READ CAREFULLY

You can now access the Annual Report and Notice of Annual General Meeting by visiting this website: www.lmscapital.com

If you wish to receive a paper copy of the Annual Report and Notice, please contact Link Asset Services, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Telephone 0871 664 0300 or on +44 20 8639 3399 (if calling from outside the UK). Calls cost 12p per minute plus your phone company's access charge. Calls outside the United Kingdom will be charged at the applicable international rate. We are open between 9.00am – 5.30pm, Monday to Friday excluding public holidays in England and Wales.

Please note the deadline for receiving proxies is 3.00pm on 30 May 2019

To be held at: The offices of Travers Smith LLP, 10 Snow Hill, London, EC1A 2AL on 3 June 2019 at 3.00pm If you wish to attend this meeting in your capacity as a holder of Ordinary Shares, please sign this card and on arrival hand it to the Company Secretary. This will facilitate entry to the meeting.

Signature of person attending	Bar Code:
	Investor Code:
FORM OF PROXY LMS CAPITAL plc –	ANNUAL GENERAL			✂ Bar Code: MEETING
				Investor Code:
I/We being a member of the Company hereby appoint the Chairman of the meeting or (see note 1 over)				Event Code:
Name of proxy				Number of shares proxy appointed over
				as my/our proxy to vote on my/our behalf at the Annual General Meeting of the Company to be held at 3.00pm on 3 June 2019 and at any adjournment of that meeting.
RESOLUTIONS how you wish to vote	' how I/we wish my/our votes to be cast on the following resolutions: Please mark '' to indicate For	Against	Vote Withheld	Please also tick here if you are appointing more than one proxy. Vote Withheld Please mark '' to indicate RESOLUTIONS Against how you wish to vote For
				Ordinary Resolutions
To receive the Company's annual report and accounts for the year ended 31 December 2018.				7. To reappoint BDO LLP as auditor of the Company.
To approve the Remuneration Report.				8. To authorise the Directors to determine the auditor's remuneration.
To re-elect Rod Birkett as a director.				9. To authorise the allotment of shares.
To re-elect Martin Knight as a director.				10. To disapply pre-emption rights.
I/we have indicated with a ' If you wish to appoint multiple proxies please see note 1 over. Ordinary Resolutions 1. 2. 3. 4. 5. To re-elect Neil Lerner as a director.				11. To authorise the Company to buy back shares.

Signature Date

Notes

• 1. 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 provided (see over). If the proxy is being appointed in relation to less than your full voting entitlement, please enter 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).
• 1. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate 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.
• 1. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the registered shareholder who holds shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
• 1. The 'Vote Withheld' option 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.
• 1. Entitlement to attend and vote at the meeting and the number of votes which may be cast will be determined by reference to the Register of Members of the Company at close of business on 30 May 2019. 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.
• 1. Shares held in uncertificated form (ie in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual. Shareholders wishing to vote online should visit www.signalshares.com and follow the instructions.
• 1. The completion and return of this form will not preclude a member from attending the meeting and voting in person. If you attend the meeting in person, your proxy appointment will automatically be terminated.
• 1. To be effective, this Form of Proxy should be signed by a member, or their attorney duly authorised in writing, and, if a corporation, this Form of Proxy must be executed under its common seal or under the hand of a duly authorised officer or attorney (or under the hand of another person duly authorised to sign it).
• 1. To be valid for the meeting, the Form of Proxy over must be completed, signed and lodged, accompanied by any power of attorney under which it is executed (if applicable) with the Company's registrars, Link Asset Services, 34 Beckenham Road, Beckenham, Kent BR3 4TU, during usual business hours but no later than 3.00pm on 30 May 2019 or in the event of an adjournment, not less than 48 hours before the time of the adjournment. Forms of Proxy must not be submitted via the Company's website or via any email address set out on the Company's website.
• 1. 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 other joint holders. For this purpose, seniority shall be determined by the order in which the names of such holders stand in the register of members in respect of the joint holding.
• 1. Any amendments made to this Form of Proxy must be initialed by the person who signs it.
• 1. If you prefer, you may return the Form of Proxy to the registrars in an envelope addressed to FREEPOST, PXS, 34 Beckenham Road, Beckenham, BR3 9ZA.

Business Reply Plus Licence Number RLUB-TBUX-EGUC

✂

PXS1 34 Beckenham Road Beckenham BR3 4ZF