The Union Building, 51-59 Rose Lane,

Norwich NR1 1BY

Shareholders are urged to appoint the Chairman of the Meeting as their proxy, with voting
instructions. Please refer to the Notice of Annual General Meeting for further information.

Annual General Meeting 2021 – Form of Proxy

I/We: (block capitals please)
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Address:
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being a member/members of Naked Wines plc (the “Company”), hereby appoint the Chairman of the
Meeting or (see note 3):
Please indicate in this box
......................................................................................................... the number of shares in
relation to which your
proxy is authorised to act
on your behalf (see note 5)

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote for me/us on my/our
behalf at the Annual General Meeting of the Company to be held on Thursday, 5 August 2021 at
4.30 p.m. at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD, and at any
adjournment of that meeting.
 Please also indicate with an ‘X’ in this box if the proxy instruction is one of multiple instructions
being given.

Signature: ..................................................................................... Date: ................................................................................................

I/We have indicated with an ‘X’ in the spaces below how I/we wish my/our votes to be cast on the
following resolutions:
Resolutions
Please mark ‘X’ to indicate how you wish to vote FOR AGAINST WITHHELD
FOR AGAINST WITHHELD
7. Remuneration of Auditor
ORDINARY RESOLUTIONS 8. Directors’ authority to allot
1. Receipt of annual report and shares
accounts SPECIAL RESOLUTIONS
2. Re-election of retiring Director 9. Disapplication of pre-emption
(Nicholas Devlin) rights
3. Re-election of retiring Director 10. Company’s authority to
(Justin Apthorp) purchase its own shares
4. Election of Director 11. Amendments to Articles of
(Shawn Tabak) Association – Directors’ fees
5. Election of Director ORDINARY RESOLUTION (ADVISORY)
(Darryl Rawlings)
12. Directors’ Remuneration
6. Appointment of Auditor Report
Attendance at the AGM 6. The “Withheld” vote option is provided to enable you
The Company has been closely monitoring public health to abstain from voting. A “Withheld” vote is not a vote
guidance and legislation issued by the UK Government in law and will not be counted in the calculation of the
relating to the COVID-19 pandemic. The safety of our proportion of the votes “For” or “Against” a resolution.
employees, shareholders and other stakeholders is of 7. To be valid, this form, together with the power of attorney
paramount importance to us and we will be taking or other authority, if any, under which it is signed or a
measures to reduce the risks associated with COVID-19. notarially certified copy thereof, must be completed
We strongly encourage and request shareholders to and deposited by post or by hand at the office of the
participate at the AGM remotely via our webcast, rather Company’s Registrar, Link Group, PXS 1, Central Square,
than attend in person, due to the COVID-19 associated 29 Wellington Street, Leeds LS1 4DL during normal
risks. The live webcast will allow shareholders to watch a business hours, not less than 48 hours (excluding any part
live stream of the proceedings and ask questions during of a day that is not a working day) before the time fixed
the AGM. for holding the meeting or adjourned meeting.
Shareholders are urged to appoint the Chairman of the 8. An online proxy appointment and voting instruction
Meeting as their proxy, with voting instructions, to ensure service is available on the Company’s Registrar’s website
their vote is counted. Voting at the AGM will be on a poll, at www.signalshares.com. Full instructions are set out on
reflecting the proxy instructions received. the website. All online proxy appointments need to be
received at least 48 hours before the meeting (excluding
Notes any part of a day that is not a working day).
1. Full details of the resolutions to be proposed at the Annual 9. If the appointor is a corporation, this form must be under
General Meeting of Naked Wines plc (“Company”), its common seal or under the hand of some officer or
together with explanatory notes, are set out in the notice attorney duly authorised in that behalf.
of Annual General Meeting dated 28 June 2021 (the
10. In the case of joint holders, the signature of any one
“Notice”). Terms defined in the Notice shall apply equally
holder will be sufficient, but the names of all the joint
in this form, unless the context otherwise requires.
holders should be stated.
2. O
 nly those members registered on the Company’s
11. Alterations to the proxy form must be initialled by the
register of members at:
person who signed.
GG close of business on 3 August 2021; or 12. Shares held in uncertificated form (i.e. in CREST) may be
GG if the meeting is adjourned, the time and date that is voted through the CREST Proxy Voting Service, using the
48 hours prior to the adjourned meeting (excluding agent ID RA10 in accordance with the procedures set out
for this purpose any part of a day which is not a in the CREST manual. Please find full details in the Notice
working day), of Annual General Meeting of the Company.
shall be entitled to attend and vote at the meeting in 13. You may not use any electronic address provided either
respect of the number of shares registered in their names in this proxy form or any related documents (including
at that time. Changes to the register of members after the the Form of Proxy) to communicate with the Company
relevant deadline shall be disregarded in determining the for any purposes other than those expressly stated.
rights of any person to attend and vote at the meeting. 14. If you have any questions regarding the completion
3. A member of the Company may appoint a proxy of his/ of this proxy form, please contact the Company’s
her/its own choice. A proxy need not be a member of Registrar’s helpline on 0371 664 0391. Calls are charged
the Company. However, as explained in the Notice, at the standard geographic rate and will vary by
shareholders are urged to appoint the Chairman of the provider. Calls outside the United Kingdom will be
Meeting as their proxy. charged at the applicable international rate. We are
open between 09:00 – 17:30, Monday to Friday
4. U
 nless otherwise indicated, the proxy will vote as he/she excluding public holidays in England and Wales.
thinks fit or, at his/her discretion, abstain from voting in Different charges may apply to calls from mobile
relation to the business of the meeting. On any other telephones and calls may be recorded and randomly
business arising at the meeting (including any motion to monitored for security and training purposes.
amend a resolution or to adjourn the meeting) your
proxy will act at his or her discretion.
5. You may appoint more than one proxy provided that
each proxy is appointed to exercise rights attached to a
different share or shares held by you. You may not
appoint more than one proxy to exercise rights attached
to any one share. Please indicate in the box next to the
proxy holder’s name the number of shares in relation to
which they are authorised to act as your proxy. Please
also indicate by ticking 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. Please however note
that, as explained in the Notice, shareholders are urged
to appoint the Chairman of the Meeting as their proxy.