Volution : Proxy Form 2023

Form of Proxy AGM 2023

For use at the Annual General Meeting

To be held at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ, United Kingdom, on Wednesday 13 December 2023 at 12.00 noon.

Your name .........................................................................................................................................................................................

Your address .....................................................................................................................................................................................

I/We being a holder/holders of ordinary shares of Volution Group plc (the Company) and entitled to vote

at the Annual General Meeting hereby appoint:

Chairman of the Meeting		or
My/our own proxy
Name			Number of shares

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement* on my/our behalf at the Meeting to be held at 12.00 noon on Wednesday 13 December 2023 and at any adjournment thereof.

This Form of Proxy is to vote on the resolutions detailed below. Please indicate with an "X" in each case how you wish the proxy to vote on your behalf or if you wish them to abstain from voting. In the absence of any such indication and in relation to any other business arising at the Meeting the proxy will vote or withhold your vote at their discretion.

Please tick here if this proxy appointment is one of multiple appointments being made*.

• For the appointment of more than one proxy, please refer to the notes overleaf.

	Vote
For	Against withheld

Ordinary resolutions

1. Receive the Annual Report and Accounts

2. Approve the Directors' Remuneration Report

3. Approve the Directors' Remuneration Policy

4. Approve the Deferred Share Bonus Plan

5. Approve the Long-Term Incentive Plan

6. Declare a final dividend

7. Re-elect Nigel Lingwood as a Director

8. Re-elect Ronnie George as a Director

9. Re-elect Andy O'Brien as a Director

10. Re-elect Margaret Amos as a Director

11. Re-elect Amanda Mellor as a Director

12. Re-elect Claire Tiney as a Director

13. Elect Jonathan Davis as a Director

14. Appoint PwC as auditor

15. Authorisation of auditor's remuneration

16. Authority to incur political donations

17. Authority to allot shares Special resolutions

18. Authority to disapply pre-emption rights

19. Authority to make market purchase of own shares

20. Authority to call a general meeting on 14 clear days' notice

Please see notes on completion and use overleaf.

SignatureDate

Please ensure when posting this form that both the Admittance Card and proxy notes are detached and retained for your use.

Signature

If you intend procedures.	Attendance
to be present at the Annual General Meeting, please sign this card and present If you appoint a proxy, it is not necessary to hand this card to your proxy.	at the Meeting - Admittance Card			n	n
it at the registration				London Bridge Statio	Tube Statio	London Bridge			London Bridge
desk on			00	A2
arrival inordertoassistadmittance						HMS Belfast
			TowerBridge		NortonRose	TowerofLondon
	CityHall
		We	aver's	Fulbright LLP
				Ln
		A200

To be held at the offices of Norton Rose Fulbright LLP, 3 More London at 12.00 noon.	Shareholder Admittance Card For use at the Annual General Meeting
Riverside, London	2023
SE1 2AQ, United Kingdom, on Wednesday 13 December 2023

For use at the Annual General Meeting to be held at the offices of Norton Rose Fulbright LLP,

3 More London Riverside, London SE1 2AQ, United Kingdom, on Wednesday 13 December 2023 at 12.00 noon.

Form of Proxy (the Form) - notes on completion and use

1. Full details of the resolutions to be proposed at the AGM (the "Meeting"), with explanatory notes, are set out in the Notice of Meeting (the "Notice").
2. A shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy or proxies to exercise all or any of their rights to attend and speak and vote at the Meeting in their place. A shareholder so entitled may appoint more than one proxy in relation to the Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder.
3. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting the Registrar on 0371 384 2030 (UK) or [phone] from outside the UK. Lines are open 8.30 am to 5.30 pm Monday to Friday (excluding UK public holidays). Alternatively, you may photocopy the Form. Please also indicate by ticking 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.
4. The appointment of a proxy will not prevent a shareholder from subsequently attending and voting at the Meeting in person.
5. Shareholders who wish to appoint a proxy other than the Chairman of the Meeting should insert that proxy's name in the space provided. A proxy need not be a member of the Company. 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 the number of shares in relation to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this Form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).
6. The "Vote Withheld" option is provided to enable the appointor to withhold their vote on any particular resolution. It should be noted that a withheld vote is not considered to be a vote in law and will not be counted in the proportion of votes "For" and "Against" a resolution.
7. This Form (i) in the case of an individual, must either be signed by the appointor or their attorney; and (ii) in the case of a corporation, must be either given under its common seal or be signed on its behalf by an attorney or a duly authorised officer of the corporation. Any signature on or authentication of such appointment need not be witnessed. Where an appointment of a proxy is signed on behalf of the appointor by an attorney, the power of attorney or a copy thereof certified notarially or in some other way approved by the Directors must (failing previous registration with the Company) be submitted to the Company, failing which the appointment may be treated as invalid.
8. To be effective, this Form, together with any power of attorney or other authority under which it is executed (or a duly certified copy of any such power of authority), must either be (a) sent to the Company's Registrars, Equiniti Limited, of Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, or (b) lodged using the CREST Proxy Voting Services, in each case so as to arrive no later than 12.00 noon on Monday 11 December 2023 or, if the Meeting is adjourned, 48 hours before the time fixed for the adjourned Meeting.
9. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), entitlement to attend and vote at the Meeting, and the number of votes which may be cast at the Meeting, will be determined by reference to the Company's register of members at 6.30 pm on Monday 11 December 2023 or, if the Meeting is adjourned, at 6.30 pm on the day two days before the day fixed for the adjourned Meeting (as the case may be). In each case, changes to the register of members after such time will be disregarded in determining the rights of any person to attend and vote at the Meeting.
10. In the case of joint holders, only one need sign this Form but, if more than one holder votes, the vote of the senior holder who tenders a vote will be accepted to the exclusion of the other joint holders. For this purpose, seniority will be determined by the order in which the names stand in the register of members in respect of the joint holding.
11. Any proxy appointed pursuant to this Form will vote as indicated by this Form. For any other business arising at the Meeting, including any proper procedural resolution not listed on the Notice, the proxy will vote at their discretion.
12. CREST participants may lodge their proxy appointments via CREST. Please refer to Note 4 in the Notice of Meeting. 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 RA19) not later than 48 hours before 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 (as amended).
13. Any alterations to this Form must be initialled by the person who signs it.