TECHNOLOGY MINERALS PLC — Proxy Solicitation & Information Statement 2023

Nov 15, 2023

NOTICE OF AVAILABILITY

The Notice of Annual General Meeting to which this Proxy Form relates and the Report and Accounts are available on the Company's website at www.technologyminerals.co.uk

NOTES TO THE FORM OF PROXY

1. If you wish to vote at the Annual General Meeting but are unable to attend in person, you may appoint a proxy to exercise all or any of your rights to attend, speak and vote on your behalf by completing the form of proxy. A proxy need not be a member of the Company. If you wish to appoint a proxy other than the Chairman, you should delete the words 'the Chairman of the meeting' and enter the name of the proxy where indicated on the form of proxy. Your changes should be initialled. If you sign and return the form of proxy with no name of your proxy inserted where indicated, the Chairman of the meeting will be deemed to be your proxy.
2. You may appoint more than one proxy provided that each proxy is appointed in respect of the rights attached to a different share or shares held by you. You may not appoint more than one proxy to exercise rights attached to the same share(s). To appoint more than one proxy you may photocopy this form of proxy. Please mark the box on the form of proxy below with an "X" to indicate that the proxy appointment is one of multiple instructions being given and insert in the box where indicated the number of shares in relation to which they are entitled to act as your proxy (which, in aggregate, should not exceed the total number of shares held by you). All Forms of Proxy must be signed.
3. Appointment of a proxy (or submission of a CREST Proxy Instruction, as described in the notice of the Annual General Meeting) does not preclude a member from attending the meeting and voting in person.
4. Any alteration to this Form of Proxy must be initialled.
5. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, those shareholders registered in the Register of Members of the Company on 15 December 2023 at 11:30 a.m. or, in the event that the meeting is adjourned, in the Register of Members 48 hours (ignoring any part of a day that is not a working day) before the start of any adjourned meeting, shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at the relevant time. Changes to entries on the Register of Members after such time(s) and date(s) (as applicable) shall be disregarded in determining the rights of any person to attend and vote at the meeting.
6. To be effective, this form of proxy, duly completed, must be lodged with the Company's Registrars at Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD not less than 48 hours (ignoring any part of a day that is not a working day) before the time appointed for the meeting being 15 December 2023 at 11:30 a.m. or any adjournment thereof together with, if appropriate, the power of attorney or other authority (if any) under which it is signed or a certified copy of such power of attorney.
7. If you want your proxy to vote in a certain way on the resolutions specified, please place a mark ("X") in the "For", "Against" or "Withheld" box for the relevant resolution. The "Withheld" option is provided to enable you to instruct your proxy to abstain on any particular resolution. However, it should be noted that a vote withheld in this way is not a vote in law and will not be counted in the calculation of the proportion of votes "For" and "Against" any particular resolution. In the absence of instructions, the person(s) you have appointed as your proxy(ies) may vote as they choose or may decide not to vote at all and, unless otherwise instructed, may also vote or abstain from voting on any other matter (including amendments to resolutions) which may properly come before the Annual General Meeting.
8. In the case of a corporation, this form must be executed under its common seal or under the hand of an officer or agent who is duly authorised in writing to sign on behalf of the Corporation. In the case of an individual, this form must be signed by the individual or by an attorney duly authorised to sign on his/her behalf. In the case of joint shareholders, the signature of the senior shareholder (seniority to be determined by the order in which the names stand in the register of members) shall be accepted to the exclusion of all other joint holders. The names of all joint shareholders should be stated at the top of the form.
9. CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST Manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by our agent Neville Registrars Limited (CREST ID: 7RA11) by 11:30 a.m. on 15 December 2023. See the notes to the Notice of Meeting for further information on proxy appointments through CREST.

Please complete and return this Form of Proxy to the Registrars of the Company at the address shown overleaf. Alternatively, if no address is shown overleaf please use the reply paid envelope provided. If documents are posted outside the United Kingdom, please return it in an envelope using the address shown in note 6 above and pay the appropriate postage charge.

Technology Minerals plc

(Incorporated in England and Wales with Registered Number 13446965)

FORM OF PROXY

I/We _______ being (a) member(s) of the Company and entitled to vote at the Annual General Meeting, hereby appoint

(Please only complete if appointing someone other than the Chairman of the Meeting)

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or failing him/her, the Chairman of the meeting as my/our proxy, to attend, speak and vote for me/us and on my/our behalf at the Annual General Meeting of the Company, to be held on 19 December 2023 at LiBatt Recycling Ltd, Lincoln St, Wolverhampton, WV10 0DX at 11:30 a.m. and at any adjournment thereof.

Resolutions (*Special Resolutions)

1. To receive and adopt the Annual Report and Accounts of the Company for the year ended 30 June 2023 and the Reports of the Directors' and Auditors' thereon
2. To approve the Directors' Remuneration Report
3. To approve the Directors' Remuneration Policy
4. To re-appoint as a director Philip Charles Beard
5. To re-appoint as a director Robin Charles Brundle
6. To re-appoint as a director James Seymour Cable
7. To re-appoint as a director Lester Kemp
8. To re-appoint as a director Nicholas Kounoupias
9. To re-appoint as a director Wilson Scott Robb

FOR	AGAINST	WITHHELD
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
☐	☐	☐
FOR	AGAINST	WITHHELD
---	---	---
10	To re-appoint as a director Alex Stanbury	☐
11	To re-appoint as a director Chang Oh Turkmani	☐
12	To re-appoint PKF Littlejohn LLP as auditors of the Company	☐
13	To authorise the directors to determine the remuneration of the auditors	☐
14	To authorise the Company to make political donations	☐
15	To authorise the directors to allot securities	☐
16*	To give the directors authority to disapply pre-emption rights	☐
17*	To reduce the General Meeting notice period to not less than 14 clear days	☐

If you are planning to attend the Annual General Meeting, please tick the following box: ☐

Mark this box with an "X" if you are appointing more than one proxy: ☐

Signed: _______

Leave blank to authorise your proxy to act in relation to your full entitlement or enter the number of shares in relation to which your proxy is authorised to vote:

Date: 12 - 15 - 20

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Technology Minerals plc

Attendance Card

The Annual General Meeting will start at 11:30 a.m. and is being held on 19 December 2023 at LiBatt Recycling Ltd, Lincoln St, Wolverhampton, WV10 0DX.

If you plan to attend the Annual General Meeting, please bring this card with you to ensure you gain entry as quickly as possible.

Please present this card at the registration desk. It will be used to show that you have the right to attend, speak and vote at the Annual General Meeting.

Business Reply Plus
Licence Number
RTZE-YRRG-ETSK

Neville Registrars Limited
Neville House
Steelpark Road
Halesowen
B62 8HD