CVC Income & Growth : Notice of AGM and Tender Circular

CVC Income & Growth Limited (the "Company")

All Correspondence to:

Computershare Investor Services (Jersey) Limited

The Pavilions, Bridgwater Road,

Bristol, BS99 6ZZ

Form of Proxy - Annual General Meeting to be held on 30 April 2024 - EUR

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www.investorcentre.co.uk/eproxy

Control Number: 919070 SRN:

PIN:

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN and agree to certain terms and conditions.

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To be effective, all proxy appointments must be lodged with the Company's Registrars at:

Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZZ by 26 April 2024 at 10.00 am.

Explanatory Notes:

1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise his discretion as to whether, and if so how, he votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise his discretion as to whether, and if so how, he votes).
2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 4040 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

1. Pursuant to Article 40 of the Companies (Uncertificated Securities) (Jersey) Order 1999, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two business days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
2. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system (ISIN JE00B9MRHZ51), CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 10.00 am on 26 April 2024. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)
   (a) of the Uncertificated Securities Regulations 2001.
3. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 707 4040 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
4. Any alterations made to this form should be initialled.
5. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services (Jersey) Limited accept no liability for any instruction that does not comply with these conditions.

188271_232597_RUN_ONS/000001/000001/SG601//i

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman.

Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

*

I/We hereby appoint the Chairman of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of CVC Income & Growth Limited to be held at IFC 1 - The Esplanade, St Helier, Jersey, JE1 4BP on 30 April 2024 at 10.00 am, and at any adjourned meeting.

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).	Please use a black pen. Mark with an X
	Please mark here to indicate that this proxy appointment is one of multiple appointments being made.
	inside the box as shown in this example.
			Vote
Ordinary Resolutions	For	Against Withheld

1. To receive the directors' report and audited financial statements of the Company for the year ended 31 December 2023, together with the auditors' report thereon.

2. To approve the directors' remuneration report in the form set out in the Company's annual financial report for 2023.

3. To re-elect Ms Stephanie Carbonneil as a director of the Company.

4. To re-elect Ms Vanessa Neill as a director of the Company.

5. To re-elect Ms Esther Gilbert as a director of the Company.

6. To elect Mr Robert Kirkby as a director of the Company.

7. To elect Mr Philip Braun as a director of the Company.

8. To re-appoint Ernst & Young LLP as the Company's independent auditors.

9. To authorise the directors to agree the remuneration of the Company's independent auditors.

10. To declare a final dividend of £0.020625 per Sterling Share and €0.018125 per Euro Share to be payable to the shareholders appearing on the register at the close of business on 10 May 2024 as recommended by the Directors of the Company.

Special Resolutions

1. THAT, the Company be and is hereby unconditionally and generally authorised for the purposes of Article 57 of the Companies (Jersey) Law 1991, as amended (the "Law") to make one or more market purchases as per the terms set out in the AGM Notice.
2. THAT, the Company be and is hereby unconditionally and generally authorised to make one or more market purchases on a stock exchange of, and to cancel, or hold as treasury shares, Shares in the capital of the Company as per the terms set out in the AGM Notice.
3. THAT Article 3 of the articles of association of the Company (the "Articles") shall be and is hereby disapplied and authority be conferred on the Board to allot, grant options over or otherwise dispose of up to such number of (a) Shares including those held in treasury; and (b) C Shares as per the terms set out in the AGM Notice.
4. THAT, subject to Resolution 13 being passed, Article 3 of the Articles shall be and is hereby disapplied and authority be conferred on the Board to allot, grant options over or otherwise dispose of: (a) Shares including those held in treasury; and (b) C Shares as per the terms set out in the AGM Notice.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature

Date

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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