LightwaveRF PLC (LWRF): Proxy Annual General meeting 2018

NOTICE OF AVAILABILITY

The Notice of Annual General Meeting to which this Proxy Form relates and the Report and Accounts are available on the Company's website atwww.lightwaverf.com

NOTES TO THE FORM OF PROXY

• 1 As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a meeting of the Company. You can only appoint a proxy using the procedures set out in these notes. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.

• 2 A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy a person other than the Chairman of the Annual General Meeting, insert their full name in the box. If you sign and return this proxy form with no name inserted in the box, the Chairman of the Annual General Meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the relevant instructions directly.

• 3 You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you should contact Neville Registrars Limited at Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA. For details of how to change your proxy instructions or revoke your proxy appointment, see the notes to the Notice of Annual General Meeting.

• 4 To direct your proxy how to vote on the resolution, mark the appropriate box with an 'X'. To abstain from voting on the resolution, select the "Abstain" box. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting. Please note that a vote to abstain is not a vote in law and will not be counted in the proportion of votes "for" or "against" a resolution.

• 5 To appoint a proxy using this form, the form must be (i) completed and signed (ii) sent or delivered to the Registrars of the Company, Neville Registrars Limited of Neville House, 18 Laurel Lane, Halesowen, West Midlands, B63 3DA and (iii) received by the Registrars of the Company no later than 11.00 a.m. on 23 January 2018.

• 6 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.

• 7 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.

• 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, the appointment received last before the latest time for the receipt of proxies will take precedence.

• 10 CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. In order for a proxy appointment or instruction made using the CREST service to be valid the procedures (set out in the Notice of Annual General Meeting accompanying the Annual Accounts) should be followed.

• 11 The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Please complete and return this Form of Proxy to the Registrar at the address shown overleaf. If you wish to use an envelope, please address it to 'FREEPOST NEVILLE'. If it is posted outside the United Kingdom, please return it in an envelope using the address shown overleaf and pay the appropriate postage charge.

LightwaveRF Plc

(Incorporated and Registered in England and Wales under the Companies Act 1985 with Registered Number 06690180)

FORM OF PROXY

I/We _________________________________________________ being (a) member(s) of the Company and entitled to vote at the Annual General Meeting, hereby appoint(Please only complete if appointing someone other than the Chairman of the Meeting)

or failing him/her, the Chairman of the Meeting as my/our proxy, to attend, speak and vote for me/us and on my/our behalf at the Annual General Meeting of the Company, to be held on 25 January 2018 at Innovation Campus Birmingham, Faraday Wharf, Holt Street, Birmingham, B7 4BB at 11:00 a.m. and at any adjournment thereof.

Ordinary Business - Ordinary Resolutions

• 1To receive and adopt the Audited Accounts for the year ended 30 September 2017, together with the Directors' Report and Auditors' Report thereon

• 2To re-appoint Moore Stephens LLP as the Auditors of the Company and the Directors be authorised to fix their remuneration

• 3To re-elect Kevin Edwards as a Director of the Company

• 4To re-elect John Shermer as a Director of the Company

Special Business - Resolutions

(†Ordinary Resolution *Special Resolution)

5† To authorise the Directors to allot shares

6*

To authorise the Directors to allot shares on a non pre-emptive basis

If you are planning to attend the Annual General Meeting, please tick the following box:

Mark this box with an "X" if you are appointing more than one proxy: Signed:

Leave blank to authorise your proxy to act in relation to your full entitlement or enter the number of shares in relation to which your proxy is authorised to vote:

Date:

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LightwaveRF Plc

Attendance Card

The Annual General Meeting will start at 11:00 a.m. and is being held on 25 January 2018 at Innovation Campus Birmingham, Faraday Wharf, Holt Street, Birmingham, B7 4BB.

If you plan to attend the Annual General Meeting, please bring this card with you to ensure you gain entry as quickly as possible.

Please present this card at the registration desk. It will be used to show that you have

Address 1

Name

Address 2

Address 3

Address 4

Address 5

Address 6

the right to attend, speak and vote at the Annual General Meeting.

Business Reply Plus Licence Number RSTY-SAKX-RZSL

Neville Registrars Limited Neville House

18 Laurel Lane Halesowen

B63 3DA