ATTENDANCE CARD - ANNUAL GENERAL MEETING

ICG-Longbow Senior Secured UK Property Debt Investments Limited (the "Company")

To be held at: Floor 2, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 4LY on Tuesday, 18 June 2024 at 12:00p.m. BST

If you wish to attend this meeting in your capacity as a holder of Ordinary Shares, please sign this card and on arrival hand it to the Company Secretary. This will facilitate entry to the meeting.

Name of person attending

Signature of person attending

Bar Code:

FORM OF PROXY - ANNUAL GENERAL MEETING

ICG-Longbow Senior Secured UK Property Debt Investments Limited (the "Company")

I/We

of

a member/members of the Company, hereby appoint the Chairman of the eleventh Annual General Meeting or the Company Secretary (see note 2)

Name of proxy (if not the Chairman of the meeting):

Bar Code:

Investor Code:

Event Code:

to be my/our proxy to attend, speak and vote on my/our behalf and, if necessary, demand a poll at the tenth Annual General Meeting of the Company to be held at Floor 2, Trafalgar Court,

Les Banques, St Peter Port, Guernsey, GY1 4LY on Tuesday, 18 June 2024 at 12:00p.m. BST and at any adjournment thereof.

Please tick here to indicate that this proxy appointment is one

Please indicate the number of Ordinary Shares this proxy is appointed over (if less than

of multiple appointments being made (see note 3)

your full voting entitlement)

I/we direct my/our proxy to vote on the following resolutions and I/we have indicated by marking the appropriate boxes with an 'X'. If no indication is given, my/our proxy can vote or abstain from voting at his or her discretion and I/we authorise my/our proxy to vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Annual General Meeting.

RESOLUTIONS

Please indicate with an "X" in the box how you wish your vote to be cast

ORDINARY RESOLUTIONS

1. That the audited accounts, the Directors'report, and the Auditors' report for the financial year ended 31 January 2024 be received and considered.

2. That the Directors' remuneration for the year ended 31 January 2024 as provided in the Directors' report be approved.

3. That Jack Perry be re-elected as a Director of the Company.

4. That Paul Meader be re-elected as a Director of the Company.

5. That Stuart Beevor be re-electedas a Director of the Company.

6. That Fiona Le Poidevin be re-electedas a Director of the Company.

7. That Deloitte LLP, who have indicatedtheir willingness to continuein office, be re-appointed as Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting.

8. That the Directors be authorised to determine the remunerationof Deloitte LLP as Auditors of the Company.

For

Against

Vote Withheld

Special Business

9. That the Company be and is hereby authorised, in accordance with the Companies (Guernsey) Law, 2008, as amended (the "Companies Law"), subject to the Listing Rules made by the United KingdomFinancial Conduct Authority and all other applicable legislation and regulations, to make market acquisitions (within the meaning of section 316 of the Companies Law) of its own Ordinary Shares (as defined in the Company's Articles) which may be cancelled or held as treasury shares, provided that:

i) the maximum number of Ordinary Shares authorised to be purchased under this authority shall be a number equal to 14.99 per cent. of the Ordinary Shares (excluding treasury shares) in issue as at the latest practicable date prior to the date of publicationof this document;

ii) the minimum price (exclusive of expenses) which may be paid for an Ordinary Share shall be £0.01 pence per Ordinary Share;

iii) the maximum price (exclusive of expenses) which may be paid for an OrdinaryShare shall be not more than an amount equal to the higher of

(i) 5 per cent. above the average mid-market value of the Company's OrdinaryShares for the five business days prior to the day the purchase is made and (ii) the higher of the price of the last independent trade and the highest current independent bid for Ordinary Shares on the trading venue where the purchase is carried out,

such authority to expire on the date which is 15 months from the date of passing of this resolution or, if earlier, at the end of the Annual General Meeting of the Company to be held in 2025 (unless previously renewed, revoked or varied by the Company by special resolution) save that the Company may make a contract to acquire Ordinary Shares under this authority before its expiry which will or may be executed wholly or partly after its expiration and the Company may make an acquisitionof Ordinary Shares pursuant to such a contract.

For

Against

Vote Withheld

Signature

Date

Notes:

1. Only holders of Ordinary Shares, or their duly appointed representatives, are entitled to attend, speak and vote at the meeting provided that all calls due from him/her in respect of his/her Ordinary Shares have been paid. A member so entitled may appoint one or more proxies to attend, speak and vote instead of him/her. The proxy need not be a member of the Company but must attend the meeting to represent you.

2. You may appoint one or more proxies pr ovided ea ch pr oxy is ap pointed t o exercise r ights attac hed to different Ordinary Shares. You may not appoint more than one proxy to exercise rights attached to any one Ordinary Share. If you require any proxy, other than the Chairman of the AGM or the Company Secretary, delete the w ords "the Chairman of the elev enth Annual General Meeting or the Company Secretary", add the name of the proxy you wish to appoint and initial the alteration. The proxy need not be a member of the Company and is entitled t o speak and vote on any other business which may properly come befo re the meeting. If the proxy is being appoint ed in relation to less than your full voting entitlement, please enter in the box n ext to the proxy holder's name t he number of Ordinary Shares in relation to which h e or she is authorised to act as your proxy. If l eft blank your proxy will be deemed to be a uthorised in respect of your full voting entitlement.

3. Where multiple proxies have been appointed to exercise rights attached to different Ordinary Shares, on a show of hands thos e proxy holders taken t ogether will collectively have the same number of votes as the shareholder who appointed them would have on a show of hands if he were present at the meeting. On a poll, all or any of the rights of the Shareholder may be exercised by one or more duly appointed proxies. To appoint more than one proxy (an) additional Form(s) of Proxy may be obtained by contacting Link Group on 0371 664 0300, from overseas call +44 (0) 371 664 0300 calls are charged at the standard geographic rate and will vary by provider. Calls outside th e United Kingdom will be charged at the applicable international rate. We are open between 9.00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in England

and Wales, or you may copy this form. Please indicate in the box next to the proxy holder's name the number of Ordinary Shares in relation to which he or she is authorised to act as your proxy (which, in a ggregate, should not exceed the num ber of Ordinary Shares held by yo u). Please also indicate by marking the box provided if the proxy inst ruction is one of multiple instru ctions given by you. All hard copy Forms of Proxy must be signed and should be returned togeth er in the same envelope.

4.

To al low effective const itution of the me eting, if it is apparent to the C hairman of the AGM th at no

shareholders will be present in person or by proxy, other than by proxy in the Chairman of the AGM's favour,

then the Chairman of the AGM may appoint a substitute to act in his stead for any shareholder, provided that

such substitute proxy shall vote on the same b asis as the Chairman of the AGM.

5.

On a vote on a show of hands, each proxy ha s one vote . If a pr oxy i s ap pointed by mor e th an o ne

shareholder, and all such shareholders have instructed the proxy to vote in the same way, the proxy will only

be entitled, on a show of hands, to vote "for" or "against" as applicable. If a proxy is appointed by more than

one shareholder, but such shareholders have given d ifferent voting instructions, the proxy may, on a show

of hands, vote both "for", and "against" in order to reflect the different voting instructions. However, it should

be noted that each resolution put to the vote at the AGM shall be decided on a poll.

6.

To change your proxy instructions simply submit a new Form of Proxy using the methods set out above.

  1. The "Vote Withheld" opti on on t he Form of Proxy i s provided to enable you to abstain on any particular resolution. However, a vote withheld is not a vote in la w and will no t be counte d in the calculation of th e proportion of votes "For" and "Against" a resolution.
  2. A corporation must execute t he Form of Proxy under its common seal or by the hand of a duly authorised officer or attorney or any other person authorised to sign on its behalf.
  3. In the case of joint holders, where more th an one of the joint holders purports to appoint a proxy, only the appointment submitted by the m ost senior hold er will be acce pted. Seniority is determined by the order in which the names of the joint holders appear in the register of m embers in respect of the joint holding (the first-named being the most senior).
  4. If this Form of Pr oxy is returned without an y indication as to how the p erson appointed proxy shall vote, he/she will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting.
  5. To be effective, the instrument appointing a proxy (tog ether with any power of attorney or other a uthority under which it is executed or a duly certified copy of such power) must be sent to Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, no later than 12.00p.m. on Friday, 14 June 2024, or not less than 48 hours before the time for holding any adjourned meeting, as the case may be. Completion and return of a Form of Proxy will not preclude a member from attending, speaking and voting in person at the meeting. If you have appointed a proxy and att end the meeting in person, your proxy appointment will automatically be terminated.
  6. In order to revoke a proxy instruction, you will need to inform the Company in writing and in accordance with the steps set out at note 7 to the noti ce of the AGM, which accompanies this Form of Proxy.

13. CREST members who wish t o appoin t a proxy or p roxies b y ut ilising the CRE ST e lectronic proxy appointment service may do so for the AGM to be held on Tuesday, 18 June 2024 and any adjournment(s) thereof by utilising the pr ocedures 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 voti ng service provider(s), who will be able to take the appropriate action on their behalf.

Business Reply Plus

Licence Number

RUCA-ESGL-RSXY

TTDTDTFTDAFTTADTDFATTTFFDTDTDDATTTAD

PXSq1 Link Group Central Square

29 Wellington Streetq

LEEDS

LS1 4DL

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

ICG-Longbow Senior Secured UK Property Debt Investments Ltd. published this content on 15 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 May 2024 09:01:00 UTC.