TCM Group — Proxy Solicitation & Information Statement 2021

Mar 22, 2021

TCM Group

PROXY FORM OR VOTE BY CORRESPONDENCE

TCM Group A/S' Annual General Meeting 13 April 2021 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 13 April 2021 as set out below:

Please tick either A) or B) or C) or D) or vote by proxy / postal vote directly on www.vp.dk/agm

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) ☐ Vote by post is given in accordance with the box ticking below. Please mark the box "FOR", "AGAINST" or "ABSTAIN" to indicate your directions. The vote by post 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. | The Board of Directors' report on the Company's activities in the past year. | ■ | ■ | ■ | - |
| 2. | Adoption of the audited annual report. | ☐ | ☐ | ☐ | FOR |
| 3. | Approval of the remuneration report. | ☐ | ☐ | ☐ | FOR |
| 4. | Adoption of the renumeration for the Board of Directors. | ☐ | ☐ | ☐ | FOR |
| 5. | Appropriation of profit or loss as recorded in the adopted annual report. | ☐ | ☐ | ☐ | FOR |
| 6. | 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 |
| 7. | Appointment of auditor | | | | |
| | a. Re-election of Deloitte, Statsautoriseret Revisionspartnerselskab | ☐ | ■ | ☐ | FOR |
| 8. | Proposals from Board of Directors: | | | | |
| | a. Authorisation to the Board of Directors to acquire own shares | ☐ | ☐ | ☐ | FOR |
| | b. Adoption of the new remuneration policy | ☐ | ☐ | ☐ | 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 registration date, 6 April 2021. 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.

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Signature

When used as a proxy, VP Investor Services A/S, Weidekampsgade 14, DK-2300 Copenhagen S, Denmark must receive it no later than 9 April 2021 11.59 PM and when used as a vote by post no later than 12 April 2021 11.59 PM. The form shall be returned either by email to vpinvestor@vp.dk, or by ordinary mail.