EJF Investments : Proxy Form

EJF Investments Ltd

All Correspondence to:

Computershare Investor Services (Jersey) Limited

The Pavilions, Bridgwater Road,

Bristol, BS99 6ZY

Form of Proxy - Annual General Meeting to be held on 6 June 2024 at 11.00 am (BST)

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

Control Number: 919206

SRN:

PIN:

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

Computershare Investor Services (Jersey) Limited, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 4 June 2024 at 11.00 am (BST).

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 chair, 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.

that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

1. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. 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 Article 34 of the Companies (Uncertificated Securities)(Jersey) Order 1999.
2. 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.
3. Any alterations made to this form should be initialled.
4. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
5. This form is to be used in respect of the Resolutions (which are summarised overleaf) and which are set out in full in the Notice of Annual General Meeting.

4. Pursuant to 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 on the date which is 2 days before the day of the meeting (or, if the meeting is adjourned, 2 days (excluding non-working days) before the time fixed for the adjourned meeting). Changes to entries on the Register of Members after

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. Computershare Investor Services (Jersey) Limited accept no liability for any instruction that does not comply with these conditions.

Form of Proxy

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

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

*

I/We hereby appoint the chair 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 EJF Investments Ltd to be held at IFC1, The Esplanade, St Helier, Jersey, JE1 4BP on 6 June 2024 at 11.00 am (BST), 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.
Ordinary Resolutions		Vote
For	Against Withheld

1. To receive and adopt the report of the Directors and the Annual Report and audited financial statements of the Company for the year ended 31 December 2023.
2. To approve the Directors' remuneration report (which is set out in the Annual Report and audited financial statements of the Company for the year ended 31 December 2023).

3. To re-elect Alan Dunphy as a director of the Company.

4. To re-elect Nick Watkins as a director of the Company.

5. To increase the aggregate cap per annum for the Directors' remuneration from £150,000 to £200,000.

6. To approve the Company's dividend policy.

7. To appoint KPMG LLP as the Company's auditor.

8. Conditional upon Resolution 7 being passed, to authorise the Audit and Risk Committee, for and on behalf of the Board, to determine the remuneration of KPMG LLP as the Company's auditor.

Special Resolutions

1. To authorise the Company to purchase up to 9,165,665 of its own Ordinary Shares, representing approximately 14.99 per cent. of the Company's total issued ordinary share capital (exclusive of Ordinary Shares held in treasury) and to either cancel or hold in treasury any Ordinary Shares so purchased.
2. To authorise the Directors to allot and issue (or to sell Ordinary Shares from treasury) up to 7,695,370 Ordinary Shares, representing approximately 10 per cent. of the Company's total issued ordinary share capital (inclusive of Ordinary Shares held in treasury) as if the pre-emption rights in the Articles did not apply.

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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