MODE GLOBAL HOLDINGS PLC — Proxy Solicitation & Information Statement 2021

Jun 17, 2021

The Notice of Annual General Meeting to which this Proxy Form relates and the Report and Accounts are available on the Company's website at www.modeplc.com NOTICE OF AVAILABILITY

NOTES TO THE FORM OF PROXY

• 1 If you wish to appoint some other person as your proxy please insert his⧸her name, initial and strike out the words 'the Chairman of the Meeting'. 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, the return of this form, duly signed, will authorise the Chairman of the meeting to act as your proxy.
• 2 Please indicate with an X in the appropriate box how you wish your vote to be cast. Unless otherwise instructed the proxy will exercise his⧸her discretion as to whether, and if so how he⧸she will vote. Unless instructed otherwise, the proxy may also vote or abstain from voting as he or she thinks fit on any other business which may properly come before the meeting (including amendments to resolutions). You may appoint more than one proxy provided each proxy is appointed to exercise rights attaching 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 contact the Registrars of the Company as detailed in note 4 below.
• 3 This Form of Proxy must, in the case of an individual, be signed by the appointer or his⧸her attorney or, in the case of a corporation, be given under its common seal or signed on its behalf by an attorney or a duly authorised officer or, if it is subject to the Companies Act 2006 (as amended), in accordance with Section 44 thereof.
• 4 To be valid this Form of Proxy and any power of attorney or other authority under which it is executed (or a duly notarised copy thereof) must be lodged with the Registrars of the Company, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD not later than 2:00 p.m. on 9 July 2021 or not less than 48 hours (excluding non-working days) before the time appointed for the adjourned meeting at which it is to be used.
• 5 CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST Manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by our agent Neville Registrars Limited (CREST ID: 7RA11) by 2:00 p.m. (UK time) on 9 July 2021. See the notes to the Notice of Meeting for further information on proxy appointments through CREST.
• 6 As an alternative to completing this hard copy Form of Proxy you can appoint a proxy or proxies electronically by registering the proxy with Neville Registrars Limited at www.sharegateway.co.uk using your personal proxy registration code (Activity Code) shown below. For an electronic proxy appointment to be valid, the appointment must be received by Neville Registrars Limited no later than 2:00 p.m. on 9 July 2021.
• 7 In the case of joint holders of a share the vote of the senior 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 statutory register of members in respect of the share.
• 8 Any alteration in this Form of Proxy must be initialled by the person in whose hand it is signed or executed.
• 9 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 is not counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

As a result of the ongoing nature of the COVID-19 pandemic, and in line with the UK Government's restrictions and guidelines on public gatherings at the time of writing we are planning to hold our AGM this year as a physical meeting with limited attendance, but to facilitate electronic access to the meeting via an audio conference facility. The physical meeting will be held with the requisite Company personnel attending to enable the formal business of the AGM to be conducted. Shareholders are encouraged to not attend the AGM in person and are instead strongly encouraged to submit their votes by appointing the Chairman of the meeting as their proxy.

Please complete and return this Form of Proxy to the Registrar at the address shown overleaf. If you wish to use an envelope, please address it to 'FREEPOST NEVILLE'. If it is posted outside the United Kingdom, please return it in an envelope using the address shown overleaf and pay the appropriate postage charge.

Mode Global Holdings plc FORM OF PROXY

(Incorporated and registered in England and Wales under the Companies Act 2006 with registered number 12794676)

I⧸We _________________________________________________ being (a) member(s) of the Company and entitled to vote at the Annual General Meeting, hereby appoint

(Please only complete if appointing someone other than the Chairman of the Meeting)

or failing him⧸her, the Chairman of the meeting as my⧸our proxy, to attend, speak and vote for me⧸us and on my⧸our behalf at the Annual General Meeting of the Company, to be held on 13 July 2021 at The Forum, HKX, 3 Pancras Square, London, N1C 4AG at 2:00 p.m. and at any adjournment thereof.

Resolutions (*Special Resolutions)
1	To receive the Company's financial statements and the report of the board of directors and auditors for the financial period ended 31 December 2020		8	To re-elect Yu (Rita) Liu as a Director of the Company
2	To approve the Directors' Remuneration Report for the financial period ended 31 December 2020		9	To re-elect Gary Wilkinson as a Director of the Company
3	To approve the Directors' Remuneration Policy for the financial period ended 31 December 2020		10	To authorise the Directors to allot shares in the Company
4	To re-appoint Jeffreys Henry LLP as auditors of the Company			11* To disapply statutory pre-emption rights
5	To re-elect Jonathan Rowland as a Director of the Company			12* To approve general meeting's to be called on not less than 14 clear days' notice
6	To re-elect Ryan Moore as a Director of the Company
7	To re-elect Richard Walker-Morecroft as a Director of the Company
				Your Personal Proxy Registration Code is: ABCD-123-EFG
Mark this box with an "X" if you are appointing more than one proxy: Signed:				Leave blank to authorise your proxy to act in relation to your full entitlement or enter the number of shares in relation to which your proxy is authorised to vote:

Business Reply Plus Licence Number RSTY-SAKX-RZSL

Neville Registrars Limited Neville House Steelpark Road Halesowen B62 8HD