NetBenefit plc

Form of Proxy

Annual General Meeting

I/We 

(Block Capitals)

of

being a member of NetBenefit plc hereby appoint the J M Parcell, or failing him, 

J M Robinson, or failing him, P Owens (all being directors of the Company) 

as my/our proxy to vote for me/us on my/our behalf at the annual general

meeting of the Company to be held on 31 October 2001 and at any adjournment

of the meeting thereof.

Ordinary Business

For

Against

1.

To receive and adopt the Report and Accounts.

2. 

To re appoint J M Parcell as a director.

3. 

To re appoint P Owens as a director.

4. 

To re appoint G Wicks as a director.

5. 

To re elect T M Ashley as a director.

6. 

To re appoint Deloitte & touche as auditors.

Special Business

7. 

To authorise the Directors to allot shares pursuant 

to section 80 of the Companies Act 1985.

8. 

To disapply the statutory pre emption rights

for certain issues.

Signature

Dated

2001

Notes

1. Please indicate above how you wish the proxy to vote on each Resolution.  Unless otherwise 

instructed a proxy will vote or abstain from voting as he thinks fit.

2.  This form, duly signed, and the power of attorney or other authority (if any) under which it is 

signed must be deposited at the Company's Registrars, Capita IRG plc, not less than 48 hours 

before the time appointed for the meeting or adjourned meeting.

3.  If the appointer is a corporation, this form must be executed under its common seal or under 

the hand of some officer or attorney duly authorised in writing on its behalf.

4.  In the case of joint holders, the signature of any of them will suffice but the names of all joint 

holders should be stated.

5.  If it is desired to appoint any other person (who need not be a member of the Company) to 

act as a proxy, insert the name in the space provided above and strike out all other names.

6.  Returning the Form of Proxy will not prevent you from attending the meeting and voting in 

person if so desired.

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