Billing Services : AGM Proxy Card

BILLING SERVICES GROUP LIMITED

(Company Number 36839)

FORM OF PROXY AND DIRECTION

For use by holders of Common Shares and Depositary Interests

at the Annual General Meeting to be held on 30 April 2020

I/We,.............................................................................................................................................................(name)

BLOCK CAPITALS (the names of all joint holders should be shown)

of ............................................................................................................................................................(address)

being a holder of ………………………......……………………….. (enter the number) Depositary Interests ("DIs") / Common Shares*

in the capital of Billing Services Group Limited (the "Company"), hereby appoint:

1. the chairman of the meeting*; or
2. .................................................................................................................................................................
   BLOCK CAPITALS (see note 1 below)

to act as my/our proxy to attend, speak and vote for me/us and on my/our behalf at the annual general meeting of the Company to be held at the offices of Mr. Denham Eke, Burnbrae Group Ltd, Viking House, Nelson Street, Douglas, Isle of Man IM1 2AH at 4:00 p.m. (BST) on 30 April 2020 and at any adjournment thereof (the "Meeting").

I/We request such proxy to vote on the following resolutions in the manner specified below (see note 3)

Please indicate with an "X" in the spaces below how you wish your vote to be cast. If no indication is given, you will be deemed as instructing your proxy to abstain from voting on the specified resolution.

Ordinary Resolutions

• To receive and adopt the Company's annual accounts for the financial year ended 31 December 2018 together with the last directors' report and auditors' report on those accounts.

• To reappoint Denham Eke as director who retires by rotation as required by Bye-law 91 of the Bye-laws of the Company.

• To reappoint Weaver and Tidwell, L.L.P. as the auditors of the Company to hold office from the conclusion of the AGM to the conclusion of the next meeting at which the annual accounts are laid before the Company.

• To authorise the directors to determine the remuneration of Weaver and Tidwell, L.L.P. as the auditors of the Company.

Special Resolutions

• Subject to and conditional upon a cash distribution being made to shareholders (such distribution being in a form and an amount to be determined by the Directors acting in their discretion, taking into consideration applicable legal requirements relating to the determination and payments of dividends and subject to: (i) the Company being able to pay its debts as they become due at the time of and following such distribution; and (ii) the realisable value of the Company's assets not being less than the realisable value of its liabilities following such distribution) on or before the date of the Cancellation (as defined below), the admission of the common shares of US$0.59446 each in the capital of the Company to trading on AIM, a market operated by London Stock Exchange plc, be cancelled (the 'Cancellation') and that the Company's directors and officers, or persons authorised by the directors of the Company, be authorised and directed to execute all documents and take all necessary actions in connection with the Cancellation.

• Subject to and conditional upon the Cancellation (as defined above) becoming effective, the draft Bye-Laws be adopted as the Bye-Laws of the Company in substitution for, and to the exclusion of, the Company's existing Bye-Laws and with effect from the time of the Cancellation becoming effective.

For Against Withheld

For Against Withheld

Signature................................................................................	Date ................................	2020
(or common seal) (see note 2)
Joint holders (if any) (see note 10)
Name:………………………………………	Name:…………………………………………
Name:…………………………………………	Name: …………………………………………
* delete as necessary

NOTES

1. If you wish to appoint someone other than the chairman of the Meeting as your proxy, please strike out and initial the words "the chairman of the meeting*: or" and insert in block letters the name and address of the person you wish to appoint in the space provided and initial the alteration. A proxy need not be a member of the Company. If no name is entered on this form, the return of this form, duly signed, will authorise the chairman of the Meeting to act as your proxy.
2. You may appoint more than one proxy provided that each proxy is appointed to exercise the 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 return a separate form in relation to each proxy, clearly indicating next to the name of each proxy the number and class of shares in respect of which he is appointed. If you submit more than one valid proxy appointment in respect of the same shares, the appointment received last before the latest time for the receipt of proxies will take precedence.
3. Please indicate with an "X" in the appropriate boxes how you wish your proxy to vote. The proxy will exercise his discretion as to whether he votes and if so how:
4. 1. if the proxy form is returned without an indication as to how the proxy shall vote on any particular matter;
   2. if there is a proper amendment to a resolution listed on the form of proxy; or
   3. if there is a proper procedural resolution listed on the form of proxy.

If no voting instruction is given, your proxy will vote or abstain from voting as he sees fit in his absolute discretion in relation to each resolution and any other matter which is put before the Meeting.

4. This form of proxy shall:

1. in the case of an individual member be signed by the relevant member appointing the proxy or by his/her duly appointed attorney on behalf of such member; and
2. in the case of a corporation member be either executed under its common seal or signed on its behalf by a director or a duly authorised officer of the corporation or a duly appointed attorney for the Company.

The signature on such instrument need not be witnessed.

1. 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.
2. Any alterations made on this form of proxy must be initialled by the person in whose hand it is signed or executed.
3. If, after returning a duly completed proxy form, you wish to revoke your proxy appointment you must sign and date a notice clearly stating your intention to revoke that proxy appointment and deposit it at the registered office of the Company before the time appointed for the Meeting.
4. In the case of joint holders:
5. 1. 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; and
   2. the vote of the most senior holder who tenders a vote (whether in person or by proxy) shall be accepted to the exclusion of the votes of all other joint holders.

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).

1. If you hold DIs representing common shares in the Company, by completing this form you will be appointing Link Market Services Trustees Limited, the Depositary, to vote on your behalf at the meeting. The Depositary will appoint the Chairman of the meeting as its proxy to cast your votes. The Chairman may also vote or abstain from voting as he or she thinks fit on any other business (including amendments to resolutions) which may properly come before the meeting. If no voting instruction is indicated, the Depositary will abstain from voting on such resolution. To be valid this form of direction from DI holders must be received by the Registrars, Link Asset Services of The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom not later than 4:00 p.m. (BST) on 27 April 2020. Proxies from holders of common shares must be received by the Registrars not later than 4:00 p.m. (BST) on 28 April 2020. Proxies must be received together with, if appropriate and failing previous registration with the Company, the power of attorney under which the form of proxy is signed (or a notarially certified or office copy thereof).
2. Completion and return of a form of proxy will not prevent a shareholder from attending and voting at the meeting should he subsequently decide to do so. DI holders wishing to attend the meeting should request a Letter of Representation by contacting the Depositary at Link Market Services Trustees Limited, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom or email: [e-mail] by no later than 4:00 p.m. (BST) on 27 April 2020.
3. The right to vote at the meeting shall be determined by reference to the register of members of the Company. Only those persons whose names are entered on the register of members of the Company at close of business on 28 April 2020 shall be entitled to attend and vote in respect of the number of shares registered in their names at that time. Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person to attend and/or vote at the meeting.

Perivan 258606