Microsoft Word - AGM Form of Proxy v2 14.10.24.doc

FORM OF PROXY

SEVENTH ANNUAL GENERAL MEETING

OF GREENKO GROUP PLC (THE "COMPANY")

I/we, the undersigned, being a member(s) of the Company

Name(s) in Full

……………………………………………………………………………………… (BLOCK LETTERS PLEASE)

hereby appoint the Chairman of the Meeting

or Name of Proxy Number of shares proxy is appointed over

as my/our proxy (see note 3) for the purposes of considering and, if thought fit, to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on Friday, 24th October 2014, at 12h00 (BST), and at any adjournment thereof, in the following manner: Resolutions: FOR* AGAINST* WITHHELD *

1. The ordinary resolution to receive, consider and adopt the Annual Report and Accounts for the year ended 31st March 2014 together with the reports of the Directors and Auditor and any other documentation required to be annexed to the financial statements.

2. The ordinary resolution to re-elect Mr Hari Kiran Vadlamani as a

Director of the Company.

3. The ordinary resolution to re-elect Ms Vinodka Murria as a Director of the Company.

4. The ordinary resolution to re-appoint Grant Thornton as Auditor and to authorise the Directors to determine their remuneration.

5. The special resolution to authorise the Directors to make market purchases of the Company's Ordinary Shares.

6. The special resolution to authorise the Directors to allot up to

15,576,160 Ordinary Shares (10% of the Existing Issued Share Capital of the Company) for cash as if the pre-emption provisions contained in Article 5 of the Articles of Association of the Company did not apply to any such allotments

*Please indicate by marking 'X' in the appropriate space how you wish your vote to be cast

As WITNESS my/our hands this …………….….………………..day of ……….………………………2014

Signature ………………………………………………………………………………………………………

NOTES:
1. If this form is returned without any indication as to how the person appointed as proxy shall vote, he or she will exercise his or her discretion as to how he or she votes or whether he or she abstains from voting.
2. This form of proxy, duly signed, and any power of attorney or other authority (if any) under which it is executed, or a copy of such authority certified notarially, must be deposited by personal delivery, post or facsimile transmission at
the offices of IQE Limited, Top Floor, 14 Athol Street, Douglas, Isle of Man, IM1 1JA no less than 48 hours before the time fixed for holding the meeting or an adjourned meeting and an instrument of proxy not deposited, delivered or received in a manner so permitted shall be invalid.
3. A member may appoint a proxy of his or her own choice by deleting the reference to the Chairman and inserting
the name of his or her proxy in the space provided. A proxy need not be a member of the Company but must attend the meeting in person to represent the member. If the box next to the proxy holder's name is left blank, your proxy will be deemed to be authorised in respect of all your shares.
4. A corporation should complete this form under its common seal or under the hand of a duly authorised officer or
attorney.
5. If two or more persons are joint holders of a share, then in voting on any question the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names of the holders stand in
the Register.
6. 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 the resolution.

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