Catena : May 2021 General Meeting Proxy Form

PROXY FORM

CATENA GROUP PLC

("Company")

(Registered in England and Wales with Registered Company Number 03882621)

For use at the General Meeting of the Company convened for 7 May 2021 at 9.00 a.m. to be held at 23 King Street, London SW1Y 6QY.

In light of the current COVID-19 situation and resulting government restrictions on indoor public gatherings, Shareholders will not be able to attend the General Meeting in person. Attempting to attend the General Meeting in person will result in refusal of entry to the building in accordance with governmental guidance. The Company will ensure that the legal requirements to hold the General Meeting are satisfied through the attendance of a minimum number of Directors and/or employees who are Shareholders. Shareholders are strongly urged to complete this form or proxy, if they wish to vote at the General Meeting and to appoint the Chairman of the General Meeting as their proxy, as only two Shareholders will be in attendance to ensure the General Meeting is quorate and no other proxy holder will be able to attend or vote at the General Meeting.

I/We .................................................................................................................................................................... (BLOCK LETTERS PLEASE)

of ....................................................................................................................................................................................................................

being (a) member(s) of Catena Group plc, hereby appoint the Chairman of the meeting, or

........................................................................................................................................................................................................................

as my/our proxy to vote for me/us on my/our behalf at the General Meeting of the Company to be held on 7 May 2021 at 9.00 a.m. to be held at 23 King Street, London SW1 6QY on the following resolutions, to be submitted to the General Meeting and at any adjournment thereof, and any other business which may properly come before the meeting and any adjournment thereof.

Please indicate with an 'X' in the appropriate space how you wish your vote to be cast. Unless otherwise instructed, the proxy will vote as he thinks fit or abstain.

1. Subject to the passing of Resolutions 2 to 8 (inclusive), to approve the Rule 9 Waiver granted by the Panel on Takeovers and Mergers of the obligation of the Concert Party to make a general offer under Rule 9 of the Takeover Code, as a result of the issue to them of ordinary shares in the capital of the Company pursuant to the Acquisition Agreement and the Minority Acquisition Agreements.
2. Subject to the passing of Resolutions 1 and 3 to 8 (inclusive), to approve the acquisition by the Company of the balance of the issued share capital not already owned by the Company of Insight Capital Partners Limited which constitutes a reverse takeover pursuant to Rule 14 of the AIM Rules for Companies.
3. Subject to the passing of Resolutions 1 to 2 (inclusive) and 4 to 8 (inclusive), to approve the appointment of Steven Cracknell as a director of the Company.
4. Subject to the passing of Resolutions 1 to 3 (inclusive) and 5 to 8 (inclusive), to approve the appointment of Warren Pearson as a director of the Company.
5. Subject to the passing of Resolutions 1 to 4 (inclusive) and 6 to 8 (inclusive), to approve the appointment of Peter Rutter as a director of the Company.
6. Subject to the passing of Resolutions 1 to 5 (inclusive) and 7 to 8 (inclusive), to authorise the Directors generally and unconditionally to allot shares in the Company and to grant rights to subscribe for, or to convert any security into shares in the Company in accordance with Section 551 of the Companies Act 2006 (the "Act") (subject to certain restrictions) up to an aggregate nominal amount of £548,803.43.

1. Subject to the passing of Resolutions 1 to 6 (inclusive) and 8, to empower the Directors pursuant to Sections 570 and 571 of the Act to allot equity securities pursuant to the authority conferred by Resolution 6 as if Section 561(1) of the Act did not apply to any such allotment (subject to certain restrictions) provided that this power shall be limited to the allotment of equity securities up to an aggregate nominal amount of £548,803.43.
2. Subject to the passing of Resolutions 1 to 7 (inclusive), to change the name of the Company to Insig AI plc.

9. Subject to the passing of Resolutions 1 to 8 (inclusive), to authorise the Company to make payments to certain of the Directors of the Company as compensation for loss of office as required under section 217 of the Act.

Notes:

1. The Board strongly recommends each member fills in and returns this form of proxy. A member entitled to vote in respect of the Resolutions proposed at the meeting is entitled to appoint a proxy or proxies to vote instead of him. A proxy may demand, or join in demanding, a poll. However, due to Government restrictions on indoor public gatherings, Shareholders will not be able to attend the General Meeting in person. Attempting to attend the meeting in person will result in refusal of entry to the building in accordance with governmental guidance. The Company will ensure that the legal requirements to hold the meeting are satisfied through the attendance of a minimum number of Directors and/or employees who are Shareholders. Accordingly, Shareholders are strongly urged to complete this form of proxy, if they wish to vote at the General Meeting.
   Shareholders are urged to appoint the Chairman of the Meeting as their proxy, as only two Shareholders will be in attendance to ensure the General Meeting is quorate and no other proxy holder will be able to attend or vote at the General Meeting.
2. To direct your proxy how to vote on the Resolutions mark the appropriate box with an 'X'. An abstention option has been included on the Form of Proxy. The legal effect of choosing the abstention option on any resolution is that the Shareholder concerned will be treated as not having voted on the relevant Resolution. The number of votes in respect of which there are abstentions will however be counted and recorded, but disregarded in calculating the number of votes for or against each Resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting, including a motion to adjourn.
3. To appoint a proxy using this form, the form must be:
4. 1. completed and signed;
   2. sent or delivered to Company's Registrars either by post to Share Registrars Limited at The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR or by email to voting@shareregistrars.uk.com; and
   3. received by Share Registrars Limited no later than 48 hours before that date of the General Meeting.
5. In the case of a member which is a company, this proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
6. For a Form of Proxy to be valid it should be completed, signed and delivered (together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of authority) to the Registrars, being Share Registrars Limited at The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR by not later than 48 hours, excluding non-working days, before the time appointed for holding the General Meeting or in the case of a poll taken subsequently to the date of the General Meeting or any adjourned meeting, not less than 48 hours, excluding non¬working days, before the time appointed for the taking of the poll or for holding the adjourned meeting. Members who intend to appoint more than one proxy can obtain additional Forms of Proxy from the Registrars. Alternatively, the form provided may be photocopied prior to completion. The Forms of Proxy should be returned in the same envelope and each should indicate that it is one of more than one appointments being made.
7. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company gives notice that only those members entered on the register of members of the Company on 9.00 a.m. on 5 May 2021 will be entitled to vote (whether in person or by proxy) at the General Meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register after 9.00 a.m. on 5 May 2021 will be disregarded in determining the rights of any person to vote at the meeting or any adjourned meeting (as the case may be).
8. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf.
9. CREST members who wish to appoint one or more proxies through the CREST system may do so by using the procedures described in "the CREST voting service" section of the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed one or more voting service providers, should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or a proxy instruction made using the CREST voting service to be valid, the appropriate CREST message (a "CREST proxy appointment instruction") must be properly authenticated in accordance with the specifications of CREST's operator, Euroclear UK & Ireland Limited ("Euroclear"), and must contain all the relevant information required by the CREST Manual. To be valid the message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must be transmitted so as to be received by the Registrars, as the Company's "issuer's agent", (CREST ID: 7RA36) 48 hours before the time appointed for holding the meeting or adjourned meeting (as such a message cannot be transmitted on weekends or on other days when the CREST system is closed). After this time any change of instruction to a proxy appointed through the CREST system should be communicated to the appointee through other means.
10. The time of the message's receipt will be taken to be when (as determined by the timestamp applied by the CREST Applications Host) the issuer's agent is first able to retrieve it by enquiry through the CREST system in the prescribed manner. Euroclear does not make available special procedures in the CREST system for transmitting any particular message. Normal system timings and limitations apply in relation to the input of CREST proxy appointment instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or a CREST sponsored member or has appointed any voting service provider, to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as is necessary to ensure that a message is transmitted by means of the CREST system by any particular time. CREST members and, where applicable, their CREST sponsors or voting service providers should take into account the provisions of the CREST Manual concerning timings as well as its section on "Practical limitations of the system". In certain circumstances the Company may, in accordance with Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001 or the CREST Manual, treat a CREST proxy appointment instruction as invalid. The CREST Manual can be reviewed at www.euroclear.com
11. CREST members and, where applicable, the sponsors or voting service provider(s), should note that CREST does not make available a special procedure in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of proxy instructions. It is the responsibility of the CREST members concerned to take (or of the CREST member is a CREST personal member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s) such sections as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection CREST members and where applicable their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
12. The Company may treat as invalid a CREST proxy instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
13. Unless expressly provided otherwise, defined terms used in this Form of Proxy shall have the same meaning as set out in the circular to shareholders of the Company dated 21 April 2021.
14. Resolution 1 will be taken on a poll by Independent Shareholders.

Perivan 260857