EX-99.3
Published on November 15, 2022
Annual General Meeting
The Voting Instructions must be signed, completed and received at the indicated address prior to 10:00 A.M. (New York City time) on December 6, 2022 for action to be taken.
2022 VOTING INSTRUCTIONS AMERICAN DEPOSITARY SHARES
Endava plc (the “Company”)
ADS CUSIP No.: 29260V105.
ADS Record Date: 5:00 P.M. (New York City time) on November 3, 2022.
Meeting Specifics: Annual General Meeting to be held Monday, December 12, 2022 at 2:30 P.M. (London time) at the offices of Cooley (UK) LLP, 22 Bishopsgate, London EC2N 4BQ, United Kingdom (the "AGM").
Meeting Agenda: Please note that the Company’s Notice of AGM is enclosed. The Annual Report and Accounts for the year ended June 30, 2022 is available on the Company's website at
https://investors.endava.com/financials-and-filings/AGM/.
Depositary: Citibank, N.A.
Deposit Agreement: Deposit Agreement, dated as of July 31, 2018, by and among the Company, the Depositary, and all
Holders and Beneficial Owners of ADSs.
Deposited Securities: Class A Ordinary Shares of the Company.
Custodian: Citibank, N.A., London Branch.
The undersigned holder, as of the ADS Record Date, of the American Depositary Share(s) issued under the Deposit Agreement and identified on the reverse side hereof (such American Depositary Shares, the “ADSs”) hereby authorizes and directs the Depositary to cause to be voted at the AGM (and any adjournment or postponement thereof) the Deposited Securities represented by the ADSs in the manner indicated on the reverse side hereof.
The Depositary has been advised by the Company that under the articles of association of the Company (the "Articles"), voting at any meeting of shareholders of the Company is conducted by poll.
Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under any applicable law, the provisions of the Deposit Agreement, the Articles and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder's ADSs as follows: the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. If the Depositary does not receive voting instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (a) the Company does not wish such proxy to be given, (b) substantial opposition exists, or (c) the rights of holders of Deposited Securities may be adversely affected.
Please indicate on the reverse side hereof how the Deposited Securities are to be voted. An explanation of each of the proposed resolutions can be found on pages 9 to 14 of the Company's Notice of AGM.
The Voting Instructions must be marked, signed and returned on time in order to be counted.
By signing on the reverse side hereof, the undersigned represents to the Depositary and the Company that the undersigned is duly authorized to give the voting instructions contained therein.
RESOLUTIONS
Ordinary Resolutions
To consider, and if thought fit, pass the following resolutions (1 to 14 inclusive), which will be proposed as ordinary resolutions:
1.To receive and adopt the Company’s annual accounts for the financial year ended 30 June 2022 and the associated reports of the Directors and auditors (the “2022 Annual Report and Accounts”).
2.To approve the Directors’ Remuneration Report (other than the Directors’ Remuneration Policy referred to in resolution 3 below) contained in the 2022 Annual Report and Accounts.
3.To approve the Directors’ Remuneration Policy set out on pages 90 to 103 (inclusive) within the Directors’ Remuneration Report contained in the 2022 Annual Report and Accounts, such Remuneration Policy to take effect immediately after the end of the AGM.
4.To appoint PricewaterhouseCoopers LLP as the Company’s auditor to act as such until the conclusion of the next general meeting of the Company at which the requirements of section 437 of the Companies Act 2006 (the “Companies Act”) are complied with.
5.To authorise the Board to determine the auditors’ remuneration.
6.To re-elect Mr. J. Cotterell as a Director.
7.To re-elect Mr. M. Thurston as a Director.
8.To re-elect Mr. A. Allan as a Director.
9.To re-elect Ms. S. Connal as a Director.
10.To re-elect Mr. B. Druskin as a Director.
11.To re-elect Mr. D. Pattillo as a Director.
12.To re-elect Mr. T. Smith as a Director.
13.To re-elect Ms. K. Hollister as a Director.
14.To authorise the Board, generally and unconditionally for the purpose of section 551 of the Companies Act to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to a maximum aggregate nominal amount of £3,000,000 for a period expiring (unless previously renewed, varied or revoked by the Company in a general meeting) five years after the date on which the resolution is passed.
Special Resolution
To consider, and if thought fit, pass the following resolution, which will be proposed as a special resolution:
15.Subject to the passing of resolution 14, to empower the Board generally pursuant to section 570(1) and section 573 of the Companies Act to allot equity securities (as defined in section 560 of the Companies Act) for cash pursuant to the general authority conferred on them by resolution 14 as if section 561(1) of the Companies Act did not apply to that allotment, provided that such power, inter alia, (i) is limited to the allotment of equity securities up to a maximum aggregate nominal amount of £3,000,000 and (ii) expires (unless previously renewed, varied or revoked by the Company in a general meeting) five years after the date on which the resolution is passed.
The Company has informed the Depositary that its Board of Directors recommends a "For" vote for all resolutions.
A Issues Endava plc
For Against Abstain
Resolution 1. 
Resolution 2.
Resolution 3.
Resolution 4.
Resolution 5.
Resolution 6.
Resolution 7.
Resolution 8.
Resolution 9.
Resolution 10.
For Against Abstain
Resolution 11.
Resolution 12.
Resolution 13.
Resolution 14.
Resolution 15.
B Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed.
If these Voting Instructions are signed and timely returned to the Depositary but no specific direction as to voting is marked above as to an Issue, the undersigned shall be deemed to have directed the Depositary to give Voting Instructions “FOR” the unmarked Issue.
If these Voting Instructions are signed and timely returned to the Depositary but multiple specific directions as to voting are marked above as to an Issue, the undersigned shall be deemed to have directed the Depositary to give an “ABSTAIN” Voting Instruction for such Issue.
Please be sure to sign and date this Voting Instructions Card.
Please sign your name to the Voting Instructions exactly as printed. When signing in a fiduciary or representative capacity, give full title as such. Where more than one owner, each MUST sign. Voting Instructions executed by a corporation should be in full name by a duly authorized officer with full title as such.
Signature 1 - Please keep signature within the line Signature 2 - Please keep signature within the line Date (mm/dd/yyyy)
