KERAS RESOURCES PLC

Form of Proxy for use at the Annual General Meeting

I, a Member of Keras Resources PLC (hereinafter referred to as 'the Company') and entitled to vote, hereby appoint the Chairman, or _______________________________ as my proxy to attend and vote for

me and on my behalf at the Annual General Meeting of the Company to be held at 11.00am on 31 July 2023, and at any adjournment thereof.

(Please indicate below by marking the appropriate box with an 'X' how you wish your votes to be cast. If the form of proxy is returned without any indication as to how the proxy should vote on any particular matter, the proxy will vote as he or she thinks fit.)

Vote

ORDINARY RESOLUTIONS

For

Against

Withheld

1.

To receive the report of the Directors and the audited financial

statements of the Company for the year ended 31 December 2022

2.

To re-elect Claire Parry as a Director

3.

To re-elect Russell Lamming as a Director

4.

To re-appoint PKF Littlejohn LLP as auditors

5.

To authorise the Directors to allot relevant securities

SPECIAL RESOLUTION

6.

To disapply pre-emption rights

Signature

Date

Full name

Address

KERAS RESOURCES plc

(Incorporated in England and Wales with Registered Number 07353748)

Registered Office: Coveham House, Downside Bridge Road, Cobham, Surrey, KT11 3EP

Notes to the proxy form

  1. As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.
  2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
  3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the meeting, insert his or her full name in the box. If you sign and return this proxy form with no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy anyone other than the Chairman, you are responsible for ensuring that that person attends the meeting and is aware of your voting intentions.
  4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy please contact the registrars of the Company, Share Registrars Limited, on 01252 821390.
  5. To direct your proxy how to vote on the resolutions mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the relevant "Vote Withheld" box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the 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.
  6. To appoint a proxy using this form, the form must be: completed and signed;
    sent or delivered to Share Registrars Limited at 3 The Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX; and
    received by Share Registrars Limited no later than 48 hours (excluding non-business days) before the time of the meeting.
  7. 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.
  8. 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.
  9. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
  10. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
  11. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting.
  12. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than those expressly stated.

Perivan.com 266427

KERAS RESOURCES plc

(Incorporated in England and Wales with Registered Number 07353748)

Registered Office: Coveham House, Downside Bridge Road, Cobham, Surrey, KT11 3EP

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Keras Resources plc published this content on 06 July 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 July 2023 12:37:15 UTC.