Terra Capital : Form of Proxy

TERRA CAPITAL PLC (the "Company")

FORM OF PROXY

To be used for the General Meeting of the Company to be held at the offices of Galileo Fund Services Limited, Millennium House, 46 Athol Street, Douglas, Isle of Man IM1 1JB, British Isles on 28 March 2019 at 2:00 p.m.

I/We ____________________________________________________________________________________ ¹ of _______________________________________________________________________¹ being member(s) of the Company, hereby appoint the Chairman of the meeting ² or ____________________________

of _______________________________________________________________________ or Frazer Pickering or failing him,

Suzanne Jones, as my/our proxy to vote on my/our behalf at the General Meeting of the Company to be held on 28 March 2019 and at any adjournment thereof.

I/We direct my/our proxy to vote in respect of the Resolutions to be proposed at such General Meeting in the following manner ³: -

SPECIAL RESOLUTION

1. That conditional on the passing of Resolution 2 below, the admission to trading on AIM of the Company's Ordinary Shares be cancelled

ORDINARY RESOLUTION

2. That conditional to the passing of Resolution 1 above:

• (a) the Company be wound up voluntarily;

• (b) having provided copies of their consents to act, Mark Russell Kelly and Kristan James King of KPMG LLC, Heritage Court, 41 Athol Street, Douglas, Isle of Man be appointed joint liquidators (together, the Joint Liquidators) for the purpose of winding up and distributing the assets of the Company such appointment to be effective forthwith and that any act required or authorised under any enactment to be done by the liquidator is to be done by the Joint Liquidators jointly or by any one of them;

(c) the Joint Liquidators change the address of the Company's registered office to Heritage Court, 41 Athol Street, Douglas, Isle of Man, IM99 1HN;

(d) the Joint Liquidators remuneration is fixed in accordance with the engagement letter dated 16 January 2019 and terms of business issued by KPMG LLC in respect of the proposed liquidation of the Company;

(e) the Joint Liquidators be empowered to pay, on the date of the declaration by the Joint Liquidators of the first and final distribution to shareholders, any distribution due to any Shareholder which is an amount of £5.50 or less per Shareholder to The Children's Centre Ltd a company limited by guarantee, incorporated in the Isle of Man with company number 111719C and registered with charity number 921 and having its registered office at 94 Woodbourne Road, Douglas, IM2 3AS, Isle of Man; and

(f) the Joint Liquidators are sanctioned to distribute the whole or any part of the assets of the company in specie to the Shareholders in accordance with their existing rights.

.

FOR	AGAINST	ABSTAIN

Signed by: _________________________________

Date: ____________________________________

NOTES:

1

Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The name of all joint holders should be stated.

2

If you wish to appoint a person other than the Chairman of the meeting as your proxy please delete the words "the Chairman of the meeting" and print the name and address of the person you wish to appoint in the space provided.

3

Please indicate with an "X" in the appropriate space beside the appropriate resolution how you wish your proxy to vote on your behalf on a poll.

Except as otherwise instructed, your proxy will exercise his discretion as to how he votes or whether he abstains from voting.

4

This Form of Proxy must be signed by the member or his attorney duly authorised in writing, or if the appointer is a corporation the form of proxy must be executed under its common seal or under the hand of an officer of the corporation duly authorised on their behalf.

5

A member entitled to attend and vote is entitled to appoint one or more parties to attend and, on a poll, to vote instead of him. A proxy need not also be a member. In the case of joint holders, if more than one such joint holder is present, only the person whose name stands first in the Register of Members in respect of the relevant joint holding will be entitled to vote, whether in person or by proxy. Where a corporation is to be represented at the meeting by a personal representative, such corporation must deposit a certified copy of the resolution of its directors or other governing body authorising the appointment at the Company's registered office not later than 48 hours before the time fixed for the meeting.

6

This Form of Proxy should be completed and deposited at Galileo Fund Services Limited, Millennium House, 46 Athol Street, Douglas, Isle of Man

IM1 1JB, British Isles Attn: Ian Dungate, Fax No: ([phone]). To be valid the Form of Proxy must be received at the above address or fax number, not later than 48 hours before the time fixed for the meeting together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority.

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