Pollen Street Group Limited — Proxy Solicitation & Information Statement 2025

May 20, 2025

Pollen Street Group Limited

Computershare

All Correspondence to:
Computershare Investor Services (Guernsey) Limited
The Pavilions, Bridgwater Road,
Bristol, BS99 6ZY

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

100000

Form of Proxy - Annual General Meeting to be held on 12 June 2025

Cast your Proxy online...It's fast, easy and secure!
www.investorcentre.co.uk/eproxy

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

Control Number: 920822
SRN: C0000000000
PIN: 1245

View the Annual Report online: https://www.pollenstreetgroup.com/shareholders

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 (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 10 June 2025 at 3.30 pm.

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 4040 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.

4. Pursuant to Regulation 41 of the Uncertificated Securities (Guernsey) Regulations 2009, 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 34 of the Uncertificated Securities (Guernsey) Regulations 2009.

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 4040 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.

7. Any alterations made to this form should be initialled.

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

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 (Guernsey) PLC accept no liability for any instruction that does not comply with these conditions.

All Named Holders

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

-1_245529_MAIL/000001/000001/SG601/i

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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 entitlement* on my/our behalf at the Annual General Meeting of Pollen Street Group Limited to be held at Slaughter and May, One Bunhill Row, London, EC1Y 8YY on 12 June 2025 at 3.30 pm, and at any adjourned meeting.

• For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

☐ Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

Please use a black pen. Mark with an X inside the box as shown in this example. ☑

Ordinary Resolutions	For	Against	Vote Withheld
1. THAT the Company's annual accounts for the year ended 31 December 2024, together with the strategic report, Directors' report and auditor's report on those accounts, be received and adopted.	☐	☐	☐
2. THAT the Directors' remuneration report (excluding the Directors' remuneration policy) set out on pages 94-96 of the Annual Report 2024 be approved.	☐	☐	☐
3. THAT Robert Sharpe be re-elected as a Director of the Company.	☐	☐	☐
4. THAT Lindsey McMurray be re-elected as a Director of the Company.	☐	☐	☐
5. THAT Jim Coyle be re-elected as a Director of the Company.	☐	☐	☐
6. THAT Gustavo Cardenas be re-elected as a Director of the Company.	☐	☐	☐
7. THAT Joanne Lake be re-elected as a Director of the Company.	☐	☐	☐
8. THAT Richard Rowney be re-elected as a Director of the Company.	☐	☐	☐
9. THAT PricewaterhouseCoopers LLP be re-appointed as auditors of the Company, to hold office from the conclusion of the AGM until the conclusion of the next annual general meeting at which financial statements are laid before the Company.	☐	☐	☐
For	Against	Vote Withheld
---	---	---
10. THAT the Audit Committee be authorised to determine the remuneration of PricewaterhouseCoopers LLP as auditors of the Company.	☐	☐
11. To authorise the Company to make market acquisitions of Ordinary shares.	☐	☐
12. To authorise the Company to issue Ordinary Shares.	☐	☐
Special Resolutions
13. To authorise the Directors to issue Ordinary Shares and/or to sell Ordinary Shares held by the Company as treasury shares on a non-pre-emptive basis, subject to the passing of Resolution 12.	☐	☐
14. To authorise the Directors to issue additional Ordinary Shares and/or to sell Ordinary Shares held by the Company as treasury shares on a non-pre-emptive basis, subject to the passing of Resolution 12.	☐	☐
Waiver Resolutions
15. To approve the Waiver of mandatory offer provisions set out in Rule 9 of the Code pursuant to the Authority to Make Market Purchases.	☐	☐
16. To approve the Waiver of mandatory offer provisions set out in Rule 9 of the Code as a result of the 2026 Awards Grant or 2026 SIP Grant.	☐	☐
Ordinary Resolution
17. THAT: (A) the trust deed and rules of the SIP summarised in Part IV of the Notice of AGM and which are produced at the AGM and for the purposes of identification installed by the Chair, be approved and the Board be authorised to do all such acts and things necessary or desirable to bring the SIP into effect; and (B) the Board be authorised to adopt further plans based on the SIP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any shares made available under such further plans are treated as counting against any limits on individual or overall participation in the SIP.	☐	☐

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.

Signature

Date

DD/MM/YY

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 authorised, stating their capacity (e.g. director, secretary).

H769

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