b'Annual Report & Accounts 2022 Mercia Asset Management PLC 115Notes Thresholds and entitlement to voteProxies 4. To be passed, ordinary resolutions require a majority in 1.A member is entitled to appoint one or more proxies tofavour of the votes cast in person or by proxy at the AGMexercise all or any of the members rights to attend, speakand special resolutions require a majority of not less than and vote at the AGM. A proxy need not be a member of75% of the votes cast in person or by proxy at the AGM. the Company and a member may appoint more thanOn a show of hands every shareholder who is present in one proxy in relation to a meeting to attend, speak andperson (or being a company is present by a representative vote on the same occasion provided that each proxy isnot themselves a shareholder) and who is allowed to vote appointed to exercise the rights attached to a differentat a general meeting shall have one vote. Upon a poll share or shares held by a member. To appoint more thanevery member holding Ordinary shares who is present in one proxy, the proxy form should be photocopied andperson or by proxy (or being a company is represented) the name of the proxy to be appointed indicated on eachshall have one vote for every Ordinary share of which they form, together with the number of shares that such proxyare the registered holder. is appointed in respect of (which, in aggregate, should not5.The Company, pursuant to Regulation 41 of theexceed the number of shares held by the member). PleaseUncertificated Securities Regulations 2001 (as amended), also indicate if the proxy instruction is one of multiplespecifies that only those members registered in the instructions being given. All forms must be signed andRegister of Members of the Company at 6:30 pm on 9 should be returned together in the same envelope.September 2022 (or if the AGM is adjourned, members 2.A form of proxy is enclosed with this notice. Formsentered on the Register of Members of the Company noof proxy may also be obtained on request from thelater than 48 hours before the time fixed for the adjourned Companys registered office. In order to be valid any proxyAGM) shall be entitled to attend, speak and vote at form appointing a proxy must be returned duly completedthe AGM in respect of the number of Ordinary shares no later than 10:00 am on 9 September 2022 (or, if theregistered in their name at that time. Changes to entries AGM is adjourned, no later than 48 hours before the timeon the Register of Members of the Company after 6:30 pm fixed for the adjourned meeting), in hard copy form byon 9 September 2022 shall be disregarded in determiningNotice of Annual General Meetingpost, by courier, or by hand to the Companys Registrar,the rights of any person to attend, speak or vote at SLC Registrars, P.O. Box 5222, Lancing, BN99 9FG, Unitedthe AGM.Kingdom. Submission of a proxy appointment will not6.In the case of joint holders, where more than one ofpreclude a member from attending and voting at the AGMthe joint holders purports to appoint a proxy, only the should they wish to do so. To direct your proxy on howappointment submitted by the most senior holder will be to vote on the resolutions, mark the appropriate box onaccepted. Seniority is determined by the order in which your proxy form with an X. To abstain from voting onthe names of the joint holders appear in the Companys a resolution, select the relevant Vote withheld box. ARegister of Members in respect of the joint holding (the vote withheld is not a vote in law, which means that thefirst named being the most senior). vote will not be counted in the calculation of votes for or7.A corporation, which is a member, can appoint one oragainst the resolution. If no voting indication is given, yourmore corporate representatives who may exercise, on its proxy will vote or abstain from voting at their discretion.behalf, all of its powers as a member provided that no Your proxy will vote (or abstain from voting) as they thinkmore than one corporate representative exercises powers fit in relation to any other matter which is put beforeover the same share. the AGM.8.As at 29 July 2022, being the latest practicable date before3.Any power of attorney or any other authority under whichthe publication of this notice of AGM, the Companysyour proxy form is signed (or a duly certified copy of suchissued share capital consisted of 440,109,707 Ordinary power or authority) must be returned to the office of theshares each carrying one vote. Therefore, the total voting Companys Registrar with your proxy form. rights in the Company as at 29 July 2022 is 440,109,707.'