TRIFAST PLC — Proxy Solicitation & Information Statement 2020

Aug 20, 2020

Trifast plc

Computershare

All Correspondence to:
Computershare Investor Services PLC
The Pavilions, Bridgwater Road,
Bristol, BS99 6ZY

Shareholders must not attend the AGM in person

For the 2020 AGM, Trifast plc will be enabling shareholders to attend and participate in the Meeting electronically, should they wish to do so. This can be done by either downloading the dedicated "Lumi AGM" app or by accessing the AGM website:

https://web.lumiagm.com.

Further details of how this will work, together with an online shareholders' guide, can be found in the Notice of Meeting. We encourage shareholders to consider voting remotely on the resolutions by completing this Form of Proxy. The appointment of a proxy will not prevent a shareholder from subsequently attending and voting at the Meeting electronically, in which case any votes cast by the proxy will be excluded.

Form of Proxy - Annual General Meeting to be held on 22 September 2020

Cast your Proxy online...It's fast, easy and secure!

www.investorcentre.co.uk/eproxy

Control Number: 916724 SRN: PIN:

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN and agree to certain terms and conditions.

View the Annual Report online: www.trifast.com

Register at www.investorcentre.co.uk - manage your shareholding online, the easy way!

To be effective, all proxy appointments must be lodged with the Company's Registrars at:
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 18 September 2020 at 12.00 noon.

Explanatory Notes:

1. 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 of the meeting, 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).
2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 1340 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.

3. 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.

4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to 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 vote at the meeting.

5. 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 35(5)(a) of the Uncertificated Securities Regulations 2001.
6. 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 1340 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
7. Any alterations made to this form should be initialled.
8. 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 PLC accept no liability for any instruction that does not comply with these conditions.

All Named Holders

167085_189413_RUN_ON3/000001/000001/SG601/0

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Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman of the Meeting. Please leave this box blank if you want to select the Chairman of the Meeting. 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 Trifast plc to be held at virtually (as set out in the Notice of Meeting) on 22 September 2020 at 12.00 noon, 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. To consider the Company's Annual Report and Financial Statements and the reports of the Directors and Auditors for the year ended 31 March 2020.	☐	☐	☐
2. To receive and approve the Directors' Remuneration Report.	☐	☐	☐
3. To receive and approve the Directors' Remuneration Policy.	☐	☐	☐
4. To re-elect Mark Belton as a Director.	☐	☐	☐
5. To re-elect Clare Foster as a Director.	☐	☐	☐
6. To re-elect Scott Mac Meekin as a Director.	☐	☐	☐
7. To re-elect Jonathan Shearman as a Director.	☐	☐	☐
8. To elect Claire Balmforth as a Director.	☐	☐	☐
9. To elect Clive Watson as a Director.	☐	☐	☐
For	Against	Vote Withheld
---	---	---
10. To appoint BDO LLP as auditor of the Company.	☐	☐
11. To authorise the Directors to fix the remuneration of the auditor.	☐	☐
12. To allow the Directors authority to allot shares.	☐	☐
Special Resolutions
13. To allow the Directors authority for disapplication of pre-emption rights.	☐	☐
14. To allow the Directors authority for disapplication of preemption rights for an acquisition or capital investment.	☐	☐
15. To authorise the Company to make market purchases of its own shares.	☐	☐
16. That a general meeting other than an Annual General Meeting may be called on not less than 14 clear days' notice.	☐	☐
17. That the Company adopt the new Articles of Association.	☐	☐

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).

H769

TFT