AGGREGATED MICRO POWER HOLDINGS PLC FORM OF PROXY FOR USE BY MEMBERS OF AGGREGATED MICRO POWER HOLDINGS PLC (THE "COMPANY") AT THE ANNUAL GENERAL MEETING OF THE COMPANY

I/We being a member/members of the Company hereby appoint the Chairman of the Meeting or (see Note 1) the following person(s) (to be completed in block capitals):

Please leave this box blank if you have selected the Chairman. Do not insert your own name(s).

as my/our proxy to attend, speak and vote for me/us and on my/our behalf at the annual general meeting of the Company (the "Meeting") to be held at 5 Clifford Street, London W1S 2LG on 19 September 2017 at 10 a.m. and at any adjournment thereof.

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 Note 2.

I/We direct that my/our votes be cast on the following resolutions as indicated by an X in the appropriate box.

RESOLUTIONS

For

Against

Vote Withheld

1. To receive and adopt the annual accounts of the Company for the year ended 31 March 2017 and the Reports of the Directors and Auditors thereon.

2. To re-appoint BDO LLP as auditors.

3. To authorise the Directors of the Company to fix the auditors' remuneration.

4. That Neil Eckert be re-elected as a Director of the Company.

5. That Richard Burrell be re-elected as a Director of the Company.

6. That Mark Tarry be re-elected as a Director of the Company.

7. That Sir Laurence Magnus be re-elected as a Director of the Company.

8. That Rt Hon. Sir Nicholas Soames be re-elected as a Director of the Company.

9. That Sir Brian Williamson be re-elected as a Director of the Company.

10. That Robert Bland be elected as a Director of the Company.

11. To authorise the Directors to allot shares or grant subscription or conversion rights under section 551 of the Companies Act 2006.

12. To authorise the Directors to amend and extend the Aggregated Micro Power Holdings plc Enterprise Management Incentive Plan.

13. To disapply statutory pre-emption rights under section 570 of the Companies Act 2006.

14. To disapply statutory pre-emption rights under section 570 of the Companies Act 2006 in connection with an acquisition or specified capital investment.

15. To authorise the Company to make market purchases of its own ordinary shares.

Please note that the '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.

PLEASE COMPLETE THE DETAILS BELOW IN BLOCK CAPITALS AND SIGN AND DATE WHERE INDICATED

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Signature(s) (see Note 6 in the case of a corporate shareholder) Note: If joint holders, only one joint holder need sign

Print Name ...................................................................................................... Date............................................2017

Please return this form of proxy to the Company's registrars, Capita Asset Services, PXS, 34 Beckenham Road, Kent, BR3 4TU so as to arrive by 10 a.m. on 15 September 2017. Alternatively, if you hold your shares in uncertificated form, you may appoint a proxy using the CREST electronic proxy appointment service, details of which are set out on page 6 of the Notice of the Meeting. NOTES:
  1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to exercise all or any of the rights of the member to attend and speak and vote on his or her behalf. A proxy need not be a member of the Company. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided. If the proxy is being appointed in relation to less than your full voting voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which the proxy is authorised to act. 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).

  2. To appoint more than one proxy, you may photocopy this form. Please indicate 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. 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 with any power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy of the same. Please note that you may not appoint more than one proxy to exercise rights attached to any one share.

  3. To be valid, this form of proxy must be completed, signed and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy of the same, with the Company's registrars, Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU not less than 48 hours (disregarding any day that is not a working day) before the Meeting (i.e. before 10 a.m. on 15 September 2017) or in the case of an adjournment, not later than 48 hours (disregarding any day that is not a working day) prior to the time of the adjourned Meeting.

  4. Please indicate with a cross in the appropriate box how you wish your votes to be cast. In the absence of any specific direction, the proxy will vote (or abstain from voting) at his or her discretion. On any other business which properly comes before the Meeting (including any motion to amend any resolution or to adjourn the Meeting) the proxy will vote or abstain at his or her discretion.

  5. Completion and return of this form of proxy will not prevent a member from attending and voting in person.

  6. In the case of a corporate shareholder, this form of proxy must be executed under seal or otherwise in accordance with the Companies Act 2006 or signed on its behalf by an officer, attorney or duly authorised signatory.

  7. In the case of joint holders, the vote of the senior holder who tenders a vote whether in person or by proxy shall 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 of the Company in respect of the relevant joint holding.

Printed by Rubicon Corporate Print - 28765-02

Business Reply

Licence Number RLUB-TBUX-EGUC

Business Reply Plus Licence Number

RLUB-TBUX-EGUC

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PXS l

34 Beckenham Road BECKENHAM

BR3 4ZF

Aggregated Micro Power Holdings plc published this content on 31 July 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 04 August 2017 09:23:10 UTC.

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