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Pollen Street Group Limited — Proxy Solicitation & Information Statement 2026
Mar 27, 2026
10541_agm-r_2026-03-27_c1d8de28-bef8-4f47-aa20-e15d721c3a55.pdf
Proxy Solicitation & Information Statement
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Pollen Street Group Limited
Computershare
All Correspondence to:
Computershare Investor Services (Guernsey) Limited
The Pavilions, Bridgwater Road,
Bristol, BS99 6ZY
Form of Proxy - Annual General Meeting to be held on 30 April 2026

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: 921387
SRN:
PIN:

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 28 April 2026 at 4.00 pm.
Explanatory Notes:
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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).
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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.
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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.
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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.
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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.
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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.
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Any alterations made to this form should be initialled.
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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
198793_254823_RUN_ONS/000001/000001/SG601/0
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).
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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 30 April 2026 at 4.00 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 2025, together with the strategic report, Directors' report and auditor's report on those accounts, be received and adopted. | ☐ | ☐ | ☐ |
| 2. THAT the Directors' remuneration report (other than the Directors' Remuneration Policy) set out on pages 82 to 85 of the Annual Report 2025 be approved. | ☐ | ☐ | ☐ |
| 3. THAT the Directors' Remuneration Policy set out on pages 86 to 101 of the Annual Report 2025 be received and approved. | ☐ | ☐ | ☐ |
| 4. THAT the amendments to the rules of the Pollen Street Group Limited Long-Term Incentive Plan 2023 and the Pollen Street Group Limited Deferred Bonus Plan 2023, the terms of which are set out in the Explanatory Notes to this Resolution 4, be approved and the Directors be authorised to do all things necessary to bring these amendments into effect. | ☐ | ☐ | ☐ |
| 5. THAT Lindsey McMurray 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 Lynn Fordham be elected as a Director of the Company. | ☐ | ☐ | ☐ |
| 10. THAT James Gillies be elected as a Director of the Company. | ☐ | ☐ | ☐ |
| For | Against | Vote Withheld | |
| --- | --- | --- | |
| 11. THAT Robert Ohrenstein be elected as a Director of the Company. | ☐ | ☐ | |
| 12. 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. | ☐ | ☐ | |
| 13. THAT the Audit Committee be authorised to determine the remuneration of PricewaterhouseCoopers LLP as auditors of the Company. | ☐ | ☐ | |
| 14. THAT, conditional on Resolution 18 below being passed, the Company be generally and unconditionally authorised pursuant to section 315 of the Companies (Guernsey) Law, 2008 (the "Companies Law") to make market acquisitions within the meaning of section 316(1) of the Companies Law of its Ordinary Shares. | ☐ | ☐ | |
| 15. THAT the Directors be generally and unconditionally authorised in accordance with article 9 of the Articles to exercise all the powers of the Company to issue Ordinary Shares in the Company or grant rights to subscribe for or to convert any security into Ordinary Shares in the Company. | ☐ | ☐ | |
| Special Resolutions | |||
| 16. THAT, if Resolution 15 above is passed, the Directors be authorised to issue equity securities (within the meaning of Article 10.A(i) of the Articles) for cash under the authority given by that resolution and/or to sell Ordinary Shares held by the Company as treasury shares for cash as if Article 10.B of the Articles did not apply to any such issue or sale. | ☐ | ☐ | |
| 17. THAT, if Resolution 15 above is passed, the Directors be authorised in addition to any authority granted under Resolution 16 to issue equity securities (within the meaning of Article 10.A(i) of the Articles) for cash under the authority given by paragraph (A) of Resolution 15 and/or to sell Ordinary Shares held by the Company as treasury shares for cash as if Article 10.B of the Articles did not apply to any such issue or sale. | ☐ | ☐ | |
| Waiver Resolutions | |||
| 18. To approve the Waiver of mandatory offer provisions set out in Rule 9 of the Code pursuant to the Authority to Make Market Purchases. | ☐ | ☐ | |
| 19. To approve the Waiver of mandatory offer provisions set out in Rule 9 of the Code as a result of the 2026/27 Awards Grant or 2026/27 SIP Grant. | ☐ | ☐ |
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).
H777
03
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