S & U PLC — Proxy Solicitation & Information Statement 2020

May 6, 2020

NOTES ON FILLING IN YOUR FORM OF PROXY

• (1) In the case of a corporation this proxy must be executed either under its common seal or under the hand of an officer or attorney duly authorised.
• (2) This proxy together with any power of attorney, or other authority under which it is signed must be received by the company at its registrars' office (address as over) by no later than 12.30pm on Friday 5 June (or, if the meeting is adjourned, not less than 48 hours before the time for the holding of any adjourned meeting).
• (3) You are entitled to appoint the chairman as proxy to exercise all or any of your rights to attend and to speak and vote at the meeting. Any member of the company entitled to attend, speak and vote at this meeting may appoint the chairman as their proxy to attend, speak and, on a poll, to vote in his stead. You can only appoint a proxy in accordance with the procedures set out in these notes and in the notes to the notice of meeting.
• (4) Shareholders are not allowed to attend the meeting in person and are kindly asked to complete the proxy form in order to vote at the meeting
• (5) As an alternative to completing your hard-copy proxy form, you can appoint a proxy electronically at www.signalshares.com. For an electronic proxy appointment to be valid, your appointment must be received by no later than 12.30pm on Friday 5 June 2020 (or, if the meeting is adjourned, not less than 48 hours before the time for the holding of any adjourned meeting).
• (6) The "vote withheld" option on this form of proxy is provided to enable you to instruct your proxy not to vote on any particular resolution. However, a vote withheld is not a vote in law and will not be counted in the votes "for" and "against" a resolution.

S&U Plc

FORM OF PROXY

for use at the Annual General Meeting of the Company to be held on Tuesday 9 June 2020 at 12.30pm

Shareholder Name

By filling in and returning this form, I/we appoint the chairman of the meeting to act as my/our proxy and to attend, speak and vote for me/us on my/our behalf at the Annual General Meeting of the company, to be held on Tuesday 9 June 2020 at 12.30pm and any adjournment thereof, and in respect of the resolutions set forth in the notice convening such meeting to vote thereon as directed below, or failing any direction as regards the resolutions, as my/our proxy thinks fit both as to how he/she votes and as to whether or not he/she abstains from voting.

Vote

The manner in which the proxy is to vote should be indicated by inserting 'X' in the appropriate box.

Ordinary Resolutions	For	Against	withheld
Resolution No. 1 – To receive and adopt the Statement of Accounts for the year ended 31 January 2020 together with the Reports of the Directors and Auditors.
Resolution No. 2 – To approve the directors' remuneration report.
Resolution No. 3 – To declare a final dividend.
Resolution No. 4 – To re-elect Anthony Coombs as a director of the Company.
Resolution No. 5 – To re-elect Fiann Coombs as a director of the Company.
Resolution No. 6 – To re-elect Graham Coombs as a director of the Company.
Resolution No. 7 – To re-elect Tarek Khiat as a director of the Company.
Resolution No. 8 – To re-elect Demetrios Markou as a director of the Company.
Resolution No. 9 – To re-elect Graham Pedersen as a director of the Company.
Resolution No. 10 – To re-elect Chris Redford as a director of the Company.
Resolution No. 11 – To re-appoint Deloitte LLP as auditors.
Resolution No. 12 – To authorise the directors to agree the remuneration of the auditors.
Resolution No. 13 – To give the authority to make political donations and other political expenditure.
Resolution No. 14 – To give the company authority to allot shares.
Special Resolutions
Resolution No. 15 – To authorise the purchase of company's own 4.2% cumulative preference shares.
Resolution No. 16 – To authorise the purchase of company's own 31.5% cumulative preference shares.

Signed this ........................................................................... day of ......................................................................2020

Signature..............................................................................................................

BR3 4TU Kent Beckenham 34 Beckenham Road PXS Link Asset Services

HERE STAMP AFFIX