Share Capital Reorganisation - Notice of EGM

--------------% -------------------------------------------------------------------------------------------------------------SCOTTY GROUP PLCFORM OF PROXYI/We................................................................................................................................................................(name)of................................................................................................................................................................. (address)being (a) member(s) of SCOTTY Group plc (the ‘‘Company’’), hereby appoint the Chairman of theMeeting *, or......................................................................................................................................................................................as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary General Meeting of theCompany to be held at Mercedes-Benz World, Brooklands Drive, Weybridge, Surrey, KT13 0SL at11:00 a.m. on Tuesday 27 September 2011.*An alternative proxy may be named if desired.I/We direct my/our proxy to vote as follows:ORDINARY RESOLUTION FOR AGAINST1. To approve a bonus issue of the Company’s ordinaryshares and grant the directors authority to allotshares pursuant to the bonus issueSPECIAL RESOLUTIONS2. To approve the redenomination, reduction andconsolidation of the Company’s ordinary shares3. To approve the conversion of the Company to aSocietas EuropaeaSigned this ............................................................. day of..............................................................Year..................Signature.....................................................................................................................................................................Notes:(i) Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf atthe meeting. A shareholder may appoint more than one proxy in relation to the meeting provided that each proxy isappointed to exercise the rights attached to a different share or shares held by that shareholder.A proxy need not be a shareholder of the Company.(ii)(iii)(iv)(v)(vi)(vii)Please indicate with an ‘X’ how you wish the proxy to vote. The proxy will exercise his discretion as to how he votes orwhether he abstains from voting:(a) on any resolution referred to above if no instruction is given in respect of that resolution; and(b) on any business or resolution considered at the meeting other than the resolutions referred to above.If you wish to appoint someone other than the chairman of the meeting as your proxy please delete the words ‘‘The Chairmanof the Meeting’’ and insert the name of the person you wish to appoint.To be valid any Form of Proxy or other instrument appointing a proxy and any power of attorney under which it is executed(or a duly certified copy of any such power of authority), must be received by post or (during normal business hours only) byhand no later than 48 hours before the time appointed for holding the meeting. A business reply envelope is enclosed for thereturn of Forms of Proxy. Shareholders who have misplaced this envelope should send their Form of Proxy to the followingaddress: Freepost RSBH UXKS LRBC, PXS, 34 Beckenham Road, Beckenham, BR3 4TU.Where the member is a corporation this Form of Proxy must be under its common seal or signed by an officer, attorney orother person duly authorised by the corporation.In the case of joint holders only one need sign this form, but the names of the other joint holders should be shown in the spaceprovided. The vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusionof the votes of the other joint holders. Seniority will be determined by the order in which the names of the holders appear inthe register of members in respect of the joint holding.The return of a completed Form of Proxy will not prevent a shareholder attending the meeting and voting in person if he/shewishes to do so.