Oxford Instruments PLC

Proxy Solicitation & Information Statement • Jul 20, 2023

Oxford Instruments plc Annual General Meeting 2023 - Form of Proxy

You may appoint a proxy at www.signalshares.com instead of using this form.

Account Name:

Investor Code:

For guidance on how to complete this Form of Proxy please refer to the Notice of Meeting on the Company's website.

I/We being (a) member/members hereby appoint the Chairman of the meeting/the following person:

Name of proxy (if not the Chairman of the meeting):

Number of ordinary shares appointed over: (if less than your full voting entitlement)

as my/our proxy, to attend, speak and vote on my/our behalf at the Meeting of the Company and at any adjournment thereof. Please indicate below how you would like your proxy to vote on your behalf on the resolutions.

Please put an 'X' in the box opposite if this proxy appointment is one of multiple appointments being made:

Resolutions:	For	Against	Withheld
To receive and adopt the annual accounts for the financial year ended 31 March 2023, 1 together with the reports of the Directors and auditor thereon.
2 To approve the Annual Statement by the Chair of the Remuneration Committee and the Annual Report on Remuneration for the year ended 31 March 2023 (see notice)
To approve the Directors' Remuneration Policy set out in the Report and Financial 3 Statements 2023 (see notice)
To declare a final dividend of 14.9 pence per share in respect of the year ended 31 4 March 2023
5 To re-elect Neil Carson as a Director of the Company
To re-elect Ian Barkshire as a Director of the Company 6
7 To re-elect Gavin Hill as a Director of the Company
To elect Reshma Ramachandran as a Director of the Company 8
9 To re-elect Nigel Sheinwald as a Director of the Company
To re-elect Mary Waldner as a Director of the Company 10
To re-elect Alison Wood as a Director of the Company 11

	For	Against	Withheld
To re-appoint BDO LLP as auditor of the Company 12
13 To authorise the Audit and Risk Committee to set the remuneration of the auditor
That the Company and all companies that are subsidiaries are authorised to make 14 political donations (see notice)
15 That the Directors be authorised to allot shares and to grant rights to subscribe for or convert any security into shares (see notice)
That, subject to Resolution 15, the Directors be empowered to allot equity securities for 16 cash as if Section 561 of the Act did not apply (see notice)
17 That, subject to Resolution 15 and in addition to 16, the Directors be empowered to allot equity securities for cash as if section 561 did not apply (see notice)
That the Company be authorised to make market purchases of ordinary shares of 5p 18 each in the capital of the Company (see notice)
That the rules of the Oxford Instruments plc Long Term Incentive Plan be approved and 19 the Directors be authorised to adopt the LTIP (see notice)
20 That a general meeting of the Company (other than an annual general meeting) may be called on not less than 14 clear days' notice
If you intend attending the meeting in person please place a 'X' in the box opposite

Please send this Form of Proxy to FREEPOST PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL. Shareholders outside the United Kingdom should send this Form of Proxy to Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL, United Kingdom.

Signature: __________________________________________ Date: ___________________________

• 1 To appoint as a proxy a person other than the Chair of the meeting insert their full name in the space provided. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrars or you may photocopy this form. If you appoint more than one proxy, each proxy must be appointed to exercise the rights attached to a different share or shares held by you. Please indicate in the box next to the proxy's name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking 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. A proxy need not be a member of the Company.
• 2 Unless otherwise indicated on the Form of Proxy, CREST, Proxymity or any other electronic voting instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting.
• 3 This Form of Proxy must arrive not later than 48 hours before the time of the meeting at FREEPOST PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL during usual business hours accompanied by any power of attorney under which it is executed (if applicable). If you prefer, you may return the Form of Proxy to the Registrar in an envelope addressed to FREEPOST PXS 1. Please note that delivery using this service can take up to five business days.
• 4 A corporation must execute the Form of Proxy under either its common seal or the hand of a duly appointed officer or attorney.
• 5 The Form of Proxy is for use in respect of the shareholder account specified overleaf only and should not be amended or submitted in respect of a different account.
• 6 The 'Vote Withheld' option is to enable you to abstain on any particular resolution. Such a vote is not a vote in law and will not be counted in the votes 'For' and 'Against' a resolution.
• 7 Ordinary Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST manual. Ordinary shareholders wishing to vote online should visit www.signalshares.com and follow the instructions.
• 8 In the case of joint holders, the signature of only one of the joint holders is required but, if more than one votes, the vote of the first named on the Register of Members will be accepted to the exclusion of the other joint holders.
• 9 Entitlement to attend and vote at the meeting and the number of votes which may be cast at the meeting will be determined by reference to the Register of Members of the Company at close of business on the day that is 2 days before the meeting date. 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.