Smoove : 02-Sep-2022 - Annual General Meeting Proxy Form

FORM OF PROXY

SMOOVE PLC

Annual General Meeting

PLEASE USE BLOCK LETTERS FOR FULL NAME(S) AND ADDRESS(ES) THROUGHOUT THIS SECTION

I/We

of

(See Note 1 below)

being (a) member(s) of the above-named Company, hereby appoint the Chairman of the meeting or

of

(See Note 2 below)

as my/our proxy or proxies to vote for me/us and on my/our behalf at the annual general meeting of the Company to be held on 27 September 2022 and at any adjournment of that meeting and to vote at that meeting as indicated below.

Please indicate how you wish your proxy or proxies to vote by inserting "X" in the box below. Where no "X" is inserted, and on any other resolutions proposed at the meeting, your proxy will vote or abstain from voting as they think fit.

Please tick here if this proxy appointment is one of multiple proxies being made (and refer to Note 2 overleaf)

						Vote
Resolutions	For	Against	withheld	Discretionary
1	To receive the Accounts for the year ended 31 March 2022
2	To re-elect Martin Rowland as a Director
3	To re-elect Michael Cress as a Director

1. To re-appoint BDO LLP as auditors to the Company and to authorise the directors to fix their remuneration
2. To authorise the Directors to allot shares and to grant rights to subscribe for or to convert any security into shares pursuant to section 551 of the Companies Act 2006 and to allot equity securities by way of rights issue
3. To authorise the Directors to allot equity securities pursuant to section 570 of the Companies Act 2006 in connection with a rights issue and general disapplication

7 To authorise the purchase of shares pursuant to section 701 of the Companies Act 2006

Name(s)		Signature(s)
Address(es)		Or Common Seal
		Number of share(s)
		(See Note 2 below)
Dated

Notes:

1. All members are entitled to attend and vote at the meeting, whether or not they have returned a form of proxy.
2. If any other proxy is preferred, delete the words "the Chairman of the Meeting or;" insert the full name of the proxy or proxies you wish to appoint and initial the alteration. If you are appointing more than one proxy you must indicate the number of shares in respect of which you are making this appointment, you should include the number in the box provided for your first named proxy and either obtain (an) additional proxy form(s) from the Registrar, Equiniti, or you may photocopy this form. Please return all the forms together and tick the box to indicate each form is one of multiple instructions being given. Please take care when completing the number of shares; if the total number of shares exceeds the total held by the member, all appointments may be invalid.
3. A proxy need not be a member of the Company but must attend the meeting in person.
4. In the case of a corporation this form of proxy must be executed under its common seal or under the hand of an officer or attorney duly authorised in writing. In the case of an individual, the form of proxy must be signed by the individual or their attorney.
5. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members.
6. If you want your proxy to vote in a certain way on the resolutions, please insert "X" in the relevant box.
7. The "vote withheld" option 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 votes "For" and "Against" a resolution.

1. If you select 'discretionary', your proxy can vote as they choose or can decide not to vote. Your proxy can also do this on any other resolution that is put to the meeting.
2. If this form of proxy is returned duly signed but without any indication as to how the person appointed proxy shall vote, they will exercise their discretion as to how they vote and whether or not they abstain from voting. Your proxy can also do this on any other resolution that is put to the meeting.
3. To be effective, this form of proxy, duly executed together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) must be lodged at the Company Registrars not less than 48 hours (excluding any part of a day which is a non-working day) before the time appointed for the holding of the meeting or adjourned meeting.
4. Any alterations made in this form of proxy should be initialled.
5. Appointment of a proxy will not preclude a member from attending and voting in person should they subsequently decide to do so.
6. The right of members to vote at the annual general meeting is determined by reference to the register of members. As permitted by Regulation 41 of the Uncertificated Securities
   Regulations 2001, shareholders (including those who hold shares in uncertificated form) must be entered on the Company's share register at 6.30pm on 23 September 2022 in order to be entitled to attend and vote at the annual general meeting. Such shareholders may only cast votes in respect of shares held at such time. Changes to entries on the relevant register after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
7. If two or more valid forms of proxy are delivered in respect of the same share, the one which was delivered last (regardless of its date or the date of its execution) will be valid.