TomCo Energy plc is incorporated and registered in the Isle of Man under the Isle of Man Companies Act 2006 with Company Number V.

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1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to what action you should take, you are recommended to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended. If you sell or have sold or otherwise transferred all of your Ordinary Shares in TomCo Energy plc you should deliver this document together with the enclosed Forms of Proxy as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. Such documents should not, however, be forwarded in or into the United States or into any other jurisdiction if to do so would constitute a violation of the relevant laws and regulations in such other jurisdictions. The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. TomCo Energy plc is incorporated and registered in the Isle of Man under the Isle of Man Companies Act 2006 with Company Number V. PROPOSED SHARE CONSOLIDATION AND SUB-DIVISION PROPOSED ADOPTION OF NEW ARTICLES NOTICE OF ANNUAL GENERAL MEETING This document does not constitute an offer of securities and accordingly is not a prospectus, neither does it constitute an admission document drawn up in accordance with the AIM Rules. The Directors accept responsibility for the information contained in this document and to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. Notice of the Annual General Meeting of the Company to be held at on 9 June 2017 at a.m. is set out at the end of this document. A Form of Proxy is also enclosed at the end of this document for use at the Annual General Meeting. The Form of Proxy should be completed and returned to the Company s Registrars, Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and in any event so as to be received not later than 48 hours (excluding weekends and bank holidays) before the time fixed for the Annual General Meeting. Copies of this document will be available free of charge from the Company s registered office, 1 st Floor, Sixty Circular Road, Douglas, IM1 1AE, Isle of Man during normal business hours and a copy is available on the website of TomCo Energy plc at

2 Notice: This document includes forward-looking statements. The words believe, anticipate, expect, intend, aim, plan, predict, continue, assume, positioned, may, will, should, shall, risk, and any other similar expressions that are predictions of or indicate future events and future trends identify forward-looking statements. These forward-looking statements include all matters that are not historical facts. Shareholders should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are in many cases beyond the Company s control. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance, and the Company s actual results of operations, financial condition and liquidity, and the development of the industry in which it operates may differ materially from that made in or suggested by the forwardlooking statements contained in this document. The cautionary statements set forth above should be considered in connection with any subsequent written or oral forward-looking statements that the Company, or persons acting on its behalf, may issue. These forward-looking statements are made as of the date of this document and are not intended to give any assurances as to future results. Save as required by law or regulation the Company undertakes no obligation to update these forward-looking statements, and will not publicly release any revisions it may make to these forward-looking statements that may result from events or circumstances arising after the date of this document.

3 DIRECTORS AND ADVISERS Directors Andrew Jones (Executive Chairman) Christopher Brown (Chief Executive Officer) Alexander Benger (Non-Executive Director) Malcolm Groat (Non-Executive Director) Registered Agent Abacus Trust Company Limited 1 st Floor, Sixty Circular Road, Douglas IM1 1AE Registered office 1 st Floor Sixty Circular Road Douglas IM1 1AE Nominated Adviser Strand Hanson Limited 26 Mount Row London W1K 3SQ Broker SVS Securities PLC 20 Ropemaker Street London EC2Y 9AR Auditors BDO LLP 55 Baker Street London W1U 7EU Solicitors to the Company in the UK Gowling WLG LLP 4 More London Riverside London SE1 2AU Solicitors to the Company in the Isle of Man DQ Advocates Limited 5 Mount Pleasant Douglas IM1 2PU Solicitors to the Company in the USA Vance, Higley & Associates Suite 250, 1656 Reunion Avenue South Jordan UT 84095, USA Registrars Computershare Investor Services plc The Pavilions Bridgwater Road Bristol BS13 8AE

4 EXPECTED TIMETABLE OF PRINCIPAL EVENTS Date of this document 17 May 2017 Last time and date of receipt of Forms of Proxy a.m. on 7 June 2017 Annual General Meeting a.m. on 9 June 2017 Record date for Share Consolidation and Subdivision close of business 9 June 2017 Admission to trading in the New Ordinary Shares on AIM at 8 a.m. 12 June 2017 Payment for Fractional Entitlements No later than 14 days after admission date References to time are to London time unless otherwise stated. Each of the dates in the above timetable is subject to change at the absolute discretion of the Company without further notice.

5 DEFINITIONS The following words and expressions apply throughout this letter unless the context requires otherwise: Act or Companies Act 2006 the Isle of Man Companies Act 2006; Admission Document the Company s AIM admission document dated 14 July 2011; AIM a market of that name operated by the London Stock Exchange; AIM Rules together, the AIM Rules for Companies and the AIM Rules for Nominated Advisers (including the Note for Mining and Oil & Gas Companies); AIM Rules for Companies the AIM Rules for Companies published by the London Stock Exchange as amended from time to time; AIM Rules for Nominated Advisers the AIM Rules for Nominated Advisers published by the London Stock Exchange as amended from time to time; Annual General Meeting or AGM the annual general meeting of the Company which is to be held at 5 Mount Pleasant, Douglas, Isle of Man, IM1 2PU on 9 June 2017 at a.m. notice of which is set out in this document; Articles the articles of association of the Company as at the date of this document; Board or Directors the directors of the Company whose names are set out on page 1 of this document; Company or TomCo TomCo Energy plc, a company incorporated in the Isle of Man and registered under the Companies Act 2006 with registered number 6969V; Consolidation every 25,000 Existing Ordinary Shares being consolidated into one Consolidated Ordinary Share; Consolidated Ordinary Shares CREST the ordinary shares in the capital of the Company of no par value following the Consolidation; the relevant system (as defined in the CREST Regulations) for the paperless settlement of share transfers and the holding of shares in uncertificated form in respect of which Euroclear UK & Ireland Limited is the authorised operator (as defined in the CREST Regulations);

6 CREST Regulations the Uncertificated Securities Regulations 2006; Existing Ordinary Shares the 2,847,189,198 Ordinary Shares in issue at the date of this document; Form of Proxy the form of proxy for use by Shareholders in connection with the Annual General Meeting, which is included as an appendix to this document; London Stock Exchange the London Stock Exchange plc; New Articles the proposed new articles of association of the Company to be adopted subject to Shareholder approval, a copy of which is included as an appendix to this document; New Ordinary Shares the proposed new ordinary shares in the capital of the Company of no par value, resulting from the Consolidation and Sub-division; Ordinary Shares the ordinary shares in the capital of the Company of no par value from time to time; Record date on 9 June 2017, or such later date as the Directors may determine, being the date by which the Consolidation, Repurchase and Sub-division is calculated; Repurchase the purchase by the Company of the aggregated fractions of Consolidated Ordinary Shares created pursuant to the Consolidation; Resolutions the resolutions to be proposed at the Annual General Meeting as set out in the Notice of Annual General Meeting; Subdivision following the Consolidation and Repurchase, every 1 Consolidated Ordinary Share being sub-divided into 200 New Ordinary Shares; Shareholder(s) holders of Ordinary Shares;

7 LETTER FROM THE CHAIRMAN OF THE COMPANY Directors: Andrew Jones (Executive Chairman and Director) Christopher Brown (Chief Executive Officer) Alexander Benger (Non-Executive Director) Malcolm Groat (Non-Executive Director) 17 May 2017 Notice of Annual General Meeting Proposed Share Consolidation and Sub-Division Proposed adoption of New Articles To the Shareholders and, for information only, to the holders of warrants Dear Shareholder, I am writing to explain the background to the Company s announcement on 17 May 2017 and set out the reasons for the Resolutions being proposed at this year s Annual General Meeting relating to a reorganisation of the Company s share capital. Set out in this document is the Notice of Annual General Meeting which is to be held at a.m. on 9 June 2017 at 5 Mount Pleasant, Douglas, Isle of Man, IM1 2PU. The Resolutions to be considered by Shareholders are set out in the Notice of Annual General Meeting, a copy of which is appended to this letter. 1. Introduction The purpose of this document is to outline the reasons why your Board believes that the Resolutions are in the best interests of the Company and its Shareholders as a whole and to seek your approval of the Resolutions at the forthcoming Annual General Meeting. 2. Share Capital Consolidation Background As at 15 May 2017 (being the last practicable date prior to publication of this document), there were 2,847,189,198 Existing Ordinary Shares in issue and the Company had 2,725 Shareholders. Of these, some 2,097 shareholders had holdings worth less than based on the closing midmarket price of 0.07p as at 15 May 2017, representing approximately 77.0% of the total number of Shareholders, but only 0.32% of the Existing Ordinary Shares. The Board believes that the current size of the Shareholder register is disproportionate for a company of its size and that, consequently, it is not in the Company s best interests to continue to bear the financial and administrative burden of servicing such a large shareholder base. Further, the 1

8 Board believes that, due to their small holdings, many Shareholders may have considered selling their Existing Ordinary Shares but have decided not to do so in the light of dealing and administration costs relating to such a sale. In common with other companies in similar circumstances, the Board is therefore proposing a restructuring of the Company s issued share capital, the aim of which is to reduce the number of Shareholders thereby achieving cost savings for the Company, whilst at the same time returning value to Shareholders with smaller interests. An objective of the Consolidation and Sub-division is to create a shareholder base and share price that is more in keeping with the size and nature of the Company. An integral part of the Consolidation will be that it will reduce the number of shares in issue and the Board believes that will benefit the Company and Shareholders as a whole. The market price of a New Ordinary Share immediately after completion of the Consolidation and Sub-division is expected to be approximately 125 times greater than the market price of an Existing Ordinary Share. The Board believes resizing the Company s issued share value may also encourage greater liquidity and may result in smaller share dealing buy-sell spreads. The Directors believe this will lead to the Company having a more readily understood share price and number of shares in issue. Consequently, the Directors believe the Company s shares may be more attractive to some investors. Consolidation and Sub-division In accordance with its Articles, the Company may by resolution consolidate and divide all or any of its shares into shares of a larger amount than its existing shares and sub-divide its shares or any of them into shares of a smaller amount. It is intended that the Consolidation and Sub-division will take place in stages with each step occurring immediately following the previous one. The order of the process will be as follows: Step 1 Step 2 Step 3 the Consolidation, pursuant to which every 25,000 Existing Ordinary Shares will be consolidated into one Consolidated Ordinary Share; the purchase by the Company of the aggregated fractional entitlements to Consolidated Ordinary Shares created by the Consolidation; and the Sub-division pursuant to which each Consolidated Ordinary Share will be subdivided into 200 New Ordinary Shares. The Consolidation and Sub-Division will be run across the entire Share register and Shareholders with multiple accounts on the register will have each account treated as an individual account. As such, Shareholders with multiple accounts may receive a lesser number of shares than if their accounts had been merged together prior to the Consolidation and Sub-Division. Should you have multiple accounts and wish to merge these together please contact the Company s Registrars Computershare Investor Services PLC, on or if calling from outside the United Kingdom. You should ensure that this is done in sufficient time for the merge(s) to be completed prior to the Record Date. Fractional Entitlements and payments to Shareholders The Company will not allocate fractions of Consolidated Ordinary Shares that are created pursuant to the Consolidation to individual Shareholders. Where the number of Existing Ordinary Shares held by any Shareholder on the Record Date is not exactly divisible by 25,000, so that such Shareholder would otherwise have been entitled to a fraction of a Consolidated Ordinary Share, such fractions shall be aggregated with the fractions of Consolidated Ordinary Shares to which other Shareholders would have been entitled. The Directors are authorised in accordance with the Articles to arrange the sale of such aggregated fractions to the Company for the price of per Consolidated Share, rounded to the nearest pence. This 2

9 price being the proportional equivalent to the current market value of the Existing Ordinary Shares as at close of trading on 15 May 2017 (being the last practicable date prior to the publication of this document). All Consolidated Ordinary Shares (and fractions thereof) purchased by the Company will be automatically cancelled. The proceeds of such sales, less costs, will be paid to each Shareholder in proportion to the fractional entitlements to which such Shareholder would otherwise have been entitled. Such sums shall be paid to relevant certificated Shareholders by cheque and to relevant uncertificated Shareholders by payment through CREST, in either case within 14 days of the aggregated fractional entitlements being sold in full. Due to the costs involved in returning small entitlements to Shareholders the Board has determined that it is reasonable for the Company to retain any entitlement, less costs, worth less than 5.00 Shareholders should be aware that, if they hold fewer than 25,000 Existing Ordinary Shares on the Record Date, following the Consolidation and sub-division, they will cease to be a shareholder in the Company and they will not be entitled to any Consolidation Ordinary Shares under the Consolidation and consequently will not be entitled to receive any New Ordinary Shares following the Sub-division. Untraced Shareholders Provision will be made in the Company s accounts in respect of the proportion of net proceeds of sale of the fractions of Consolidated Shares attributable to holders of such fractions that have not been traced by the Company. Such funds will be retained by the Company for the period of six years immediately following the Record Date. In respect of such funds the Company will be deemed a debtor and the untraced holders of fractions will be deemed creditors of the Company. Interest will not be payable on such funds and the Company will be entitled to employ the relevant funds in the business of the Company. During this period the Company will make reasonable commercial endeavours to trace the holders of the fractions Share rights The rights attaching to the New Ordinary Shares will be the same as those attaching to the Existing Ordinary Shares including, without limitation, the same voting, dividend and other rights. The effect of the Consolidation and Sub-division will mean that, subject to what is set out in relation to Fractional Entitlements above, each Shareholder s proportionate interest in the Company s issued ordinary share capital will remain materially the same. The entitlements to Existing Ordinary Shares of holders of warrants or options over Existing Ordinary Shares will be adjusted in accordance with the terms of such options or warrants in order to reflect the effect of the Consolidation and Sub-division. Settlement Following the Consolidation and Sub-Division, the Existing Ordinary Shares will be converted into a lesser number of New Ordinary Shares. New share certificates in respect of New Ordinary Shares are expected to be posted, at the risk of Shareholders, on or prior to 19 June 2017 to those Shareholders who currently hold their Existing Ordinary Shares in certificated form (and who hold 25,000 or more Existing Ordinary Shares). These will replace existing certificates which should be destroyed. Pending the dispatch of new certificates, transfers of New Ordinary Shares held in certificated form will be certified against the register of members of the Company. The New Ordinary Shares have been allocated new stock identification codes as follows: SEDOL code BZBXMN9 and ISIN code IM00BZBXMN96. 3

10 In the case of Shareholders who hold their shares through the CREST system (and who hold 25,000 or more Existing Ordinary Shares), the New Ordinary Shares will be credited to CREST accounts within 48hrs following the admission to AIM of the New Ordinary Shares. Application will be made, such that following completion of the Consolidation and Sub-division, the New Ordinary Shares will be admitted to trading on AIM. It is anticipated that admission to AIM will become effective and dealings in the New Ordinary Shares will commence on or around 12 June The proposed Consolidation and Sub-division will become effective if Resolutions 5 and 6 which are set out in the Notice of Annual General Meeting, are approved at the Annual General Meeting. 3. Adoption of New Articles The Board also believes that it would be beneficial for the Company to adopt a more modern set of articles of association which would be easier to navigate than the Articles which are currently in force. A copy of the New Articles is addended to this document. The principal amendments which the Board proposes to make to the Articles are as follows: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) the incorporation of amended or updated statutory references; to make provision for all unissued shares in the capital of the Company to be offered to the Company s members on a pre-emptive basis before being offered to third parties (proposed new article 7); to make specific provision for the Company to redeem or otherwise acquire its shares subject to specific criteria (proposed new article 10); to provide that, unless the Directors resolve to the contrary, the Company shall have a lien on any shares which are not fully paid; may make calls upon the members in respect of any monies unpaid on their shares and may as a last resort by resolution forfeit any share which remains unpaid following a call (proposed new articles 16 27); to provide that the proceeds of the sale of shares of untraced members may be employed in the business of the Company (proposed new article 29); to provide that if notices have been sent to a member in the post but have been undelivered on two consecutive occasions, that member shall not be entitled to receive subsequent notices from the Company until he has communicated a new registered address to the Company (proposed new article 30); in accordance with the Company s disclosure requirements under the Disclosure and Transparency Rules, to provide that where a member acquires an interest in 3 per cent or more of the nominal value of class of shares, that members must notify the Company (proposed new article 46); to provide that amendments to resolutions proposed at meetings of the members may only be considered and voted on if notice in writing of the terms of the amendment has been lodged with the Company at least 48 hours prior to the start of the meeting (proposed new article 51); to clarify arrangements for calling of meeting of members; to provide that no poll may be demanded on the appointment of a chairman of a meeting of the members (proposed new article 57.2); to provide that a member shall not be entitled to vote at a meeting (either in person or by proxy) where sums are overdue on that member s shares (proposed new article 65); (l) to more clearly set out the requirements for proxy votes (proposed new articles 67 to 70); (m) to clarify the appointment and retirement provisions for directors; 4

11 (n) (o) (p) (q) to allow the Board to delegate any of its powers, authorities and discretions to an individual director (proposed new article 92); to allow directors to authenticate documents affecting the constitution of the Company (proposed new article 108); to allow the directors (upon approval by Resolution of the members) to authorise the payment of scrip dividends (the right to receive further shares in the Company rather than cash) (proposed new article 120); and to expressly provide that the Company may give or send notice to members pursuant to the provisions of the Electronic Transactions Act The Board invites shareholders to adopt the New Articles at the Annual General Meeting. 4. Annual General Meeting You will find, attached to this document, a notice convening the Annual General Meeting to be held at a.m. on 9 June 2017 at 5 Mount Pleasant, Douglas, Isle of Man, IM1 2PU. A summary of the Resolutions to be proposed at the Annual General Meeting is set out below. Resolutions numbered 1 4 Ordinary Business each proposed as an ordinary resolution as follows: 1. the receipt of the annual accounts of the Company for the financial year ended 30 September 2016, together with the reports of the Directors and Auditors thereon; 2. the resignation (by rotation) and re-appointment of Christopher Brown as director of the Company; 3. the re-appointment of Alexander Benger as director of the Company, having been appointed as a director of the Company since the Company s last annual general meeting; 4. the re-appointment of Malcolm Groat as director of the Company, having been appointed as a director of the Company since the Company s last annual general meeting; Resolutions numbered 5 7 Special Business each proposed as ordinary resolution as follows: 5. to proceed with the proposed Consolidation and Repurchase; 6. immediately following the Consolidation and Repurchase, to proceed with the proposed Sub-division; and 7. to authorise the directors to pass a board resolution replacing the articles of association of the Company with the form attached to this document. 5. Major shareholders Subsequent to the Consolidation, Repurchase and Sub-division, the major shareholders will be interested in the following number of New Ordinary Shares in the Company and percentages in the then issued share capital. 5

12 New Ordinary Shares Issued Share Capital (%) Kenglo One Ltd 3,943, % Christopher Brown* 1,714, % Dominic Redfern and Sarah Cook 1,411, % Notes: *Christopher Brown is also the life tenant and settlor of the BBCK Family Trust in Jersey, and therefore an indirect beneficiary of Kenglo One Ltd. He is also the holder of 107,142,857 warrants, as announced to the market on 9 September Following the Consolidation, Repurchase and Sub-division he will hold 857,143 warrants. 6. Directors biographies Below are the biographies of the directors who are standing for re-election, by rotation or for the first time having been appointed since the Company s last annual general meeting. Christopher R. Brown (55) (CEO & Director) Chris is a geologist, resources analyst and business entrepreneur with over 30 years experience. He is indirectly associated with Kenglo One Ltd, a major investor in TomCo since He was the founder and Managing Director of London Mining plc, which sold a Brazilian iron ore mine for $801million in Chris was previously a resource analyst at Williams de Broë (a member of ING Group) from 2002 to He has a BSc (Honours) majoring in Geology and an MBA, both from the UWA in Western Australia. Chris was appointed to the Board in April Alexander Benger (39) (Non-Executive Director) Alexander has approximately 15 year s experience of advising small cap companies. Initially having focused on operational management within financial services companies, he moved into corporate finance in 2003 and has been involved in numerous fund raisings, stock market flotation s and corporate actions for both private and public companies. Malcolm Groat (56) (Non-Executive Director) Malcolm has a wide range of experience in corporate life, with roles as Chairman, Non- Executive Director, Chair of Audit, CEO, COO and CFO for a number of companies. He is an adviser on compliance and governance, strategy and operational improvement, and managing the risks of rapid change. 7. Action to be taken A Form of Proxy for use at the Annual General Meeting is attached to this document and is also available for download from the Company's website ( Please complete and sign the Form of Proxy and return it to the Company s Registrars so as to arrive no later than 48 hours before the time fixed for the Annual General Meeting. The return of a Form of Proxy will not, however, prevent you from attending either the Annual General Meeting and voting in person should you wish to do so. 6

13 8. Recommendation Your Board considers that all the Annual General Meeting Resolutions proposed at the Annual General Meeting are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of all the Resolutions as the Directors intend to do in respect of their own direct and indirect beneficial holdings in respect of which they have the power to exercise or direct the exercise of voting rights amounting in aggregate to 707,206,262 Existing Ordinary Shares, representing approximately 24.8 percent of the current issued ordinary share capital of the Company. Yours faithfully Andrew Jones Executive Chairman 7

14 TOMCO ENERGY PLC (Incorporated in the Isle of Man and registered under the Companies Act 2006 with registered number V) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that an Annual General Meeting of TomCo Energy plc ( the Company ) will be held on 9 June 2017 at a.m. at 5 Mount Pleasant, Douglas, Isle of Man, IM1 2PU for the purpose of considering and, if thought fit, passing the following ordinary resolutions: Terms used in this notice shall have the same meanings as defined in the document made avaialbe to shareholders of the Company dated 17 May 2017 (the Circular ), unless the context requires otherwise. Resolution 1: To receive the report of the directors and accounts of the Company for the year ended 30 September 2016, together with the report of the auditors thereon. Resolution 2. To re-appoint Christopher Brown as a director of the Company following his resignation by rotation. Resolution 3 To re-appoint Alexander Benger who was appointed by the Board and retires pursuant to the Company s Articles of Association and who, being eligible, offers himself for re-appointment as a director. Resolution 4 To re-appoint Malcolm Groat who was appointed by the Board and retires pursuant to the Company s Articles of Association and who, being eligible, offers himself for reappointment as a director. Resolution 5 To proceed with the proposed Consolidation and Repurchase. Resolution 6 Immediately following the Consolidation and Repurchase, to proceed with the proposed Sub-division. Resolution 7 To authorise the Directors to pass a board resolution amending the articles of association of the Company to the form of articles attached to the AGM circular. By Order of the Board Andrew Jones Executive Chairman Registered office: 1st Floor, Sixty Circular Road, Douglas IM1 1AE Dated: 17 May 2017

15 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, 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 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 22 of the Uncertificated Securities Regulations 2006, entitlement to attend and 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 no more than 48 hours before the time fixed for the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting. 5. Any alterations made to this form should be initialled. 6. The completion and return of this form will not preclude a member from attending the meeting and voting in person. 7. 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 10 a.m. on 7 June