XPS PENSIONS GROUP PLC — AGM Information 2017

Jul 14, 2017

Xafinity plc Proxy Form

for the Annual General Meeting convened for 12.00pm on

Thursday 14 September 2017 ('AGM')

Please read the explanatory notes overleaf before completing this form.

Voting ID +		Task ID	Shareholder Reference	+
	You may submit your votes electronically using the above numbers at www.sharevote.co.uk
	I/We, the undersigned, being (a) member(s) of Xafinity plc ('the Company'), hereby appoint the Chairman of the AGM speak and vote in respect of my/our voting entitlement on my/our behalf at the AGM of the Company to be held at or the person named below (see Note 3 overleaf) as my/our proxy to exercise all or any of my/our rights to attend,
	Notice of AGM dated 14 July 2017 and I/we authorise my/our proxy to vote (or abstain from voting) as he or she thinks adjournment thereof. My/our proxy is to vote as indicated by an 'X' below in respect of the resolutions set out in the Phoenix House, 1 Station Hill, Reading, Berkshire RG1 1NB at 12.00pm on Thursday 14 September 2017 and at any fit in relation to any other matter which is properly put before the AGM.
Name of Proxy		Number of shares to be voted (see Note 4)
Please mark this box		if you attach a schedule of multiple proxies to this Form of Proxy (see Notes 5 and 6).
Resolutions	Please mark 'X' below to indicate how you wish your proxy to vote:
Ordinary resolutions			For Against	withheld Vote
	1. To receive the Directors' Report and Accounts for the year ended 31 March 2017.
	2. To declare a final dividend of 0.73 pence per ordinary share.
	3. To approve the Directors' Remuneration Report for the year ended 31 March 2017 (other than the part containing the Directors' Remuneration Policy).
Remuneration Report.	4. To approve the Directors' Remuneration Policy contained in the Directors'
5. To elect Tom Cross Brown as a Director.
6. To elect Alan Bannatyne as a Director.
	7. To elect Margaret Snowdon OBE as a Director.
8. To elect Ben Bramhall as a Director.
9. To elect Paul Cuff as a Director.
11. To elect Jonathan Bernstein as a Director. 10. To elect Mike Ainslie as a Director.
	12. To re-appoint BDO LLP as auditors of the Company.
	13. To authorise the Audit and Risk Committee to fix the auditor's remuneration.
	14. To authorise the Directors to allot shares within specified limits.
Special resolutions
pre-emptive offer to shareholders.	15. To give the Directors limited authority to allot shares for cash without making a
statutory pre-emption rights.	16. To give the Directors an additional limited authority to allot shares for cash and disapply
	17. To authorise the Company to make market purchases of its own shares up to a specified amount.
14 clear days' notice.	18. To approve the calling of general meetings (other than an AGM) on not less than
+				+

Resolutions

Vote
	For Against
	Ordinary resolutions

1. To receive the Directors' Report and Accounts for the year ended 31 March 2017.

2. To declare a final dividend of 0.73 pence per ordinary share.

3. To approve the Directors' Remuneration Report for the year ended 31 March 2017 (other	than the part containing the Directors' Remuneration Policy).

4. To approve the Directors' Remuneration Policy contained in the Directors'
	Remuneration Report.

5. To elect Tom Cross Brown as a Director.

6. To elect Alan Bannatyne as a Director.

• 1. To elect Margaret Snowdon OBE as a Director.
• 1. To elect Ben Bramhall as a Director.
• 1. To elect Paul Cuff as a Director.
• 1. To elect Mike Ainslie as a Director.
• 1. To elect Jonathan Bernstein as a Director.
• 1. To re-appoint BDO LLP as auditors of the Company.
• 1. To authorise the Audit and Risk Committee to fix the auditor's remuneration.
• 1. To authorise the Directors to allot shares within specified limits.

Special resolutions

	15. To give the Directors limited authority to allot shares for cash without making a		16. To give the Directors an additional limited authority to allot shares for cash and disapply
Special resolutions		pre-emptive offer to shareholders.		statutory pre-emption rights.

Date

Signature (see Notes 1, 8 and 9)

If you wish to attend the Annual General Meeting of Xafinity plc, please sign and date this admission card and hand it in at the Equiniti registration desk on the day.

Signature Date

Shareholder Reference Number

Xafinity plc

Admission Card

Annual General Meeting on Thursday 14 September 2017 at 12.00pm at Phoenix House, 1 Station Hill, Reading RG1 1NB

Notes to the Proxy Form

• 1. but, in any event, so as to arrive no later than 12.00pm on Tuesday 12 September 2017. Proxy Voting Service in accordance with Note 10 below or (c) by email to proxy.votes@equiniti.com as soon as possible Road, Lancing, West Sussex BN99 6DA, United Kingdom or (b) the proxy appointment must be lodged using the CREST executed must be (a) completed, signed and lodged with the Company's registrars, Equiniti, Aspect House, Spencer In order to be valid, this form of proxy and any power of attorney, or notarially certified copy thereof, under which it is
• 1. person at the AGM or at any adjournment thereof should they wish to do so. The completion and return of a form of proxy will not, however, preclude shareholders from attending and voting in
• 1. this proxy form with no name inserted in the space provided, the Chairman of the AGM will be deemed to be your proxy. deleted and the name of the person appointed as proxy should be inserted in the space provided. If you sign and return a proxy of his/her own choice in which case the words "the Chairman of the AGM or" on this proxy form should be A proxy need not be a member of the Company but must attend the meeting to represent you. A member may appoint
• 1. designated account for a shareholder, the full voting entitlement for that designated account). deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a name the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be If the proxy is being appointed in relation to less than your full voting entitlement, please enter next to the proxy holder's
• 1. different shares held by the member. A member may appoint more than one proxy provided that each proxy is appointed to exercise the rights attached to
• 1. made. All forms must be signed and should be returned together. your proxy. Please also indicate, by ticking the box provided, if the proxy appointment is one of multiple appointments Please indicate next to the proxy holder's name the number of shares in relation to which the proxy is authorised to act as
• 1. 'Against' a resolution. that a 'Vote withheld' is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' and The 'Vote withheld' option is provided to enable you to abstain on any particular resolution. However, it should be noted
• 1. or other person duly authorised by the corporation. Where the member is a corporation, this form must be executed under its common seal or signed by any officer, attorney
• 1. the names stand in the register. the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to
• 1. Notes 18 to 21 to the Notice of Annual General Meeting for 2017. appointments specified in Note 1 above. For further information on proxy appointment through CREST, see Further order to be valid, be transmitted so as to be received by Equiniti (ID RA19) by the latest time for receipt of proxy using the procedures described in the CREST Manual (available via www.euroclear.com/CREST). The message must, in CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by

Directions to the AGM venue:

Directions by train:

House on your right this route until you come to Phoenix stairs and ramp for Station Hill. Follow your right and you will see a pathway, entrance or southern entrance, look to from Reading Station. From the main Phoenix House is two minutes walk .

Directions by car:

from Phoenix House. Reading RG1 1NR which is a short walk off Greyfriars Road on Garrard Street, House. The nearest car park is located the end of the road will be Phoenix bear left onto Greyfriars Road and at onto Friar Street. At the traffic lights At the roundabout take the 3rd exit left hand slip road sign posted A329M. continue forward on the A33. Take the (sign posted Reading). At traffic lights roundabout take the 4th exit onto A33 2nd exit onto A33. At the next Reading, at the roundabout take the Continue forward on the A33. Enter (signposted Reading Majeski Stadium). roundabout follow signs to the A33 From M4: Leave M4 at junction 11. At

Freepost RTHJ-CLLL-KBKU Equiniti Aspect House Spencer Road LANCING BN99 8LU

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