Rua Life Sciences : Form of Proxy - 4th Jun 2021

RUA Life Sciences plc (SC170071)

Notice of Availability

A Circular to Shareholders, containing a Notice of General Meeting, and a Form of Proxy are available to view on the RUA Life Sciences plc website at www.rualifesciences.com/investor-relations/reports/

PROXY FORM

Before completing this form please read the explanatory notes

I/We..............................................................................................................................................................................

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

(Please insert full name and address in block letters.)

being (a) member(s) of the above named company hereby appoint the CHAIRMAN OF THE MEETING/

*

as my/our proxy to attend speak and vote for me/us on my/our behalf as indicated below at the General Meeting of the Company to be held on Wednesday 23 June 2021 at 11.00 am at the offices of Davidson Chalmers Stewart LLP, 163 Bath Street, Glasgow G24SQ and at any adjournment thereof in respect of the Resolutions set out in the Notice of General Meeting.

The proxy is instructed to vote on the resolutions, as indicated below. The proxy is instructed to vote at his discretion, or abstain from voting on any resolution listed below if no instruction is given regarding that resolution and on any other business transacted at the meeting.

Please indicate your vote by marking the appropriate boxes in black ink like this: ✗

RESOLUTIONS

For

Against Withheld

1. Ordinary Resolution to authorise the Directors to enter into the Buy Back Agreement.

2. Special Resolution to adopt New Articles of Association of the Company.

Signed		Dated this		day of		2021

* See Note 2.

A corporation should execute under its Common Seal, if any, and if none under the hand of the duly authorised officer or attorney, in which case the written authority must also be lodged with the Company's Registrars along with the Form of Proxy.

Please read the notes overleaf

Registered Office c/o Davidson Chalmers Stewart LLP, 163 Bath Street, Glasgow G2 4SQ.

Registered in Scotland No. SC170071

Explanatory Notes to the Form of Proxy

As explained in the Circular including the Notice of this General Meeting, due to the Government restrictions in force at the date of the Notice of this Meeting, Shareholders are urged to exercise their votes by submitting their Form of Proxy and appointing the Chairman of the General Meeting as their proxy. Any other person appointed as a proxy may be refused entry to the meeting. Should arrangements for the General Meeting change, details will be published on the Company's website and via a Regulatory Information Service.

1. You can only appoint a proxy using the procedures set out in these notes. Appointing a proxy will not prevent you from attending and voting in person should Government restrictions allow.
2. To appoint the Chairman of the Meeting as your proxy, you should complete and sign this form and return it to the Company's Registrars all in accordance with these instructions. If you wish to appoint a proxy other than the Chairman of the meeting please insert their full name in the box, sign and return it to the Company's Registrars all in accordance with these instructions. If you leave the box blank the Chairman of the meeting will be appointed your proxy. If you wish to appoint multiple proxies, please contact Equiniti Limited on 0371 384 2482 who will be able to advise you on how to do this. The helpline is open between 8.00 am and 5.30 pm Monday to Friday (excluding public holidays). A proxy need not be a member of the Company; as stated in the Circular, Shareholders are urged to appoint the Chairman of the General Meeting as their Proxy.
3. To direct your proxy how to vote on the resolutions, mark the appropriate box with an 'X'. To abstain from voting on a resolution, select the relevant 'Vote Withheld' box. 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 discretion. Your proxy will vote (or abstain from voting) as he thinks fit in relation to any other matter which is put before the meeting.
4. To appoint a proxy using this form, the form must be: • completed and signed;
   • sent or delivered to Equiniti Limited in the pre-paid envelope provided or emailed to [e-mail]; and • received by Equiniti Limited no later than 11.00 am on Monday 21 June 2021.
5. In the case of a member which is a company, this 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.
6. 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.
7. CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using the procedures described in the CREST Manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be received by our agent Equiniti Limited (Crest Participant ID RA19) by 11.00 am on Monday 21 June 2021. See the notes to the Notice of General Meeting in the Circular for further information on proxy appointment through CREST.
8. In the case of joint holders, 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. 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).
9. If you submit more than one valid proxy appointment in relation to any share, the appointment received last before the latest time for the receipt of proxies will take precedence. See the notes to the Notice of General Meeting in the Circular for information on how to revoke a proxy.

Perivan 261370