Ensor : 2016 11 25 Cancellation Proxy Form

Ensor Holdings PLC Form of Proxy

I/we ............................................................................................................................................................................................................... PLEASE USE BLOCK CAPITALS

of ...................................................................................................................................................................................................................

a member/members of the above-named company hereby appoint the Chairman of the Meeting or

........................................................................................................................................................................................................................

as my/our proxy to vote for me/us at the Extraordinary General Meeting of the Company to be held on 21 December 2016 at 10.00am; and at any adjournment thereof.

Signed .......................................................................................................... Dated ......................................................................................

Enter number of shares in relation to which your proxy is authorised to vote or leave blank to authorise your proxy to act in relation to your full voting entitlement.

Please indicate with an X in the spaces below how you would like your vote to be cast.

Special resolutions	For	Against	Withheld
Resolution 1 To authorise the directors to cancel the admission of the Ordinary Shares to trading on AIM.
Resolution 2 Subject to and conditional upon the cancellation of the admission of the Ordinary Shares to trading on AIM, to re-register the Company as a private limited company with the name Ensor Holdings Limited.
Resolution 3 Subject to and conditional upon the cancellation of the admission of the Ordinary Shares to trading on AIM and the re-registration of the Company as a private limited company, to adopt new articles of association to reflect status as private limited company in substitution for the existing articles of association of the Company.

NOTES

1. To be effective, this proxy form must be lodged with the Company's registrars at least two working days before the appointed time for holding the Extraordinary General Meeting or any adjournment thereof.

2. If any other proxy is desired then strike out the words 'Chairman of the Meeting' and insert the proxy's name and address in block capitals in the space provided. A proxy need not be a member of the Company. A duly appointed proxy may attend the meeting, speak, vote on a show of hands and vote on a poll.

3. You may appoint more than one proxy provided each proxy is appointed to exercise 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 contact the registrars of the Company, Share Registrars Limited, on 01252 821 390.

4. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote, or abstain from voting, at his or her discretion. Your proxy will vote, or abstain from voting, as he or she thinks fit in relation to any other matter which is put before the meeting.

5. In the case of an individual, this proxy form must be signed by the relevant member appointing the proxy or a duly appointed attorney on behalf of such member.

6. In the case of a joint holding the signature of one holder will suffice but the names of all joint holders should be stated.

1. To appoint a proxy using the proxy form, the form must be:

   • completed and signed;

   • sent or delivered to Share Registrars Limited at The Courtyard, 17, West Street, Farnham, Surrey GU9 7DR or by facsimile transmission to 01252 719 232;

   • alternatively, the completed proxy form can be scanned and emailed to [e-mail];

8. In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the Company or an attorney for the Company. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

1. To change your proxy instructions, submit a new proxy appointment using the methods set out above. Note that the latest time for receipt of proxy appointments also applies in relation to amended instructions. Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Share Registrars Limited on 01252 821 390. If you submit more than one valid proxy appointment, the most recent appointment received before the latest time for the receipt of proxies will take precedence. In order to revoke a proxy instruction you will need to inform the Company using one of the following methods detailed above. The revocation notice must be received by Share Registrars Limited no later than two working days prior to the meeting.

2. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

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 10.00am on 19 December 2016 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.

4. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Annual General Meeting and any

adjournment(s) thereof by using the procedures 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 voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with CRESTCO Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual.

The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent 7RA36 by the latest time(s) for receipt of proxy appointments specified above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that CRESTCo Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions.

It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of CREST by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.