TCM Group — Proxy Solicitation & Information Statement 2020

May 20, 2020

TCM Group

PROXY FORM OR VOTE BY CORRESPONDENCE

TCM Group A/S' Annual General Meeting June 11 2020 at 5.00pm
At the company offices, Skautrupvej 22b, Tvis, 7500 Holstebro, Denmark

I, the undersigned

Name of shareholder:
Address:
Zip code and city:
Custody account no./VP reference:

hereby grant authority by proxy or vote by correspondence at the Annual General Meeting of TCM Group A/S convened for June 11 2020 as set out below:

Please mark the appropriate box A), B), C) or D)

A) ☐ Proxy is given to an identified third person: Name and address of the proxy holder (CAPITAL LETTERS)
B) ☐ Proxy is given to the Board of Directors (or order) to vote in accordance with the recommendations of the Board of Directors as stated in the table below.
C) ☐ Proxy is given to the Board of Directors (or order) to vote in accordance with the voting directions given below. Please mark the box "FOR", "AGAINST" or "ABSTAIN" to indicate your directions.
D) ☐ The vote by correspondence is given in accordance with the voting directions given below. Please mark the box "FOR", "AGAINST" or "ABSTAIN" to indicate your directions. The vote by correspondence is irrevocable.

| Items on the agenda
(the full agenda is included in the notice of the meeting) | | FOR | AGAINST | ABSTAIN | The Board's recommendation |
| --- | --- | --- | --- | --- | --- |
| 1. | Report on the Company's activities. | ■ | ■ | ■ | - |
| 2. | Approval of the annual report. | ☐ | ☐ | ☐ | FOR |
| 3. | Approval of renumeration of the Board of Directors | ☐ | ☐ | ☐ | FOR |
| 4. | Distribution of profit or covering of loss in accordance with the approved Annual Report. | ☐ | ☐ | ☐ | FOR |
| 5. | Election of members to the Board of Directors: | | | | |
| | a. Re-election of Sanna Mari Suvanto-Harsaae | ☐ | ■ | ☐ | FOR |
| | b. Re-election of Anders Tormod Skole-Sørensen | ☐ | ■ | ☐ | FOR |
| | c. Re-election of Carsten Bjerg | ☐ | ■ | ☐ | FOR |
| | d. Re-election of Søren Mygind Eskildsen | ☐ | ■ | ☐ | FOR |
| | e. Re-election of Danny Feltmann Espersen | ☐ | ■ | ☐ | FOR |
| 6. | Appointment of auditor | | | | |
| | a. Re-election of Deloitte, Statsautoriseret Revisionspartnerselskab. | ☐ | ■ | ☐ | FOR |
| 7. | Proposals from Board of Directors: | | | | |
| | a. Change in Renumeration Policy | ☐ | ☐ | ☐ | FOR |
| | b. Change in Renumeration of Board of Directors | ☐ | ☐ | ☐ | FOR |
| | c. Change of Articles of Association | ☐ | ☐ | ☐ | FOR |

A proxy/vote by correspondence that has only been dated and signed shall be considered as a proxy given to the Board of Directors to vote in accordance with the recommendations of the Board of Directors as they appear in the table above.

The proxy shall apply to all subjects discussed at the annual general meeting. If new proposals are presented and put to the vote, including proposals for amendments or candidates not appearing on the agenda, the proxy holder shall vote on your behalf in accordance with his or her own convictions. The proxy/vote by correspondence applies to the number of shares in the possession of the undersigned on the record date, 10 April 2019. The shareholding is calculated on the basis of the entry in the Company's register of shareholders and notifications on ownership that the Company has received, but not yet entered in the register of shareholders.

2 0 2 0

Signature

When used as a proxy, VP Investor Services A/S, Weidekampsgade 14, DK-2300 Copenhagen S, Denmark must receive it no later than June 5 2020 and when used as a vote by correspondence no later than June 10, 2020 at 4.00pm. The form shall be returned either by email to vpinvestor@vp.dk, or by ordinary mail.