THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action you should take, you are recommended to seek your own personal advice from your stockbroker, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all your shares in Computacenter plc, you should forward this document and other documents enclosed as soon as possible to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

COMPUTACENTER PLC LETTER FROM THE CHAIR AND NOTICE OF ANNUAL GENERAL MEETING 2022

Computacenter plc Registered in England No: 3110569

Registered Office Hatfield Avenue Hatfield Hertfordshire AL10 9TW

Letter from the Chair

TO ORDINARY SHAREHOLDERS

12 April 2022

DEAR SHAREHOLDER,

Annual General Meeting 19 May 2022

I am pleased to be writing to you with details of the 2022 Annual General Meeting ('AGM') of Computacenter plc (the 'Company' and together with its subsidiaries, the 'Group'). This will be held on Thursday 19 May 2022 at 11.30am, at 100 Blackfriars Road, London SE1 8HL.

Attached on pages 2 to 3 is the notice setting out the business to be conducted at this year's AGM ('Notice of AGM'). An explanation of the business of the AGM can be found within the appendices on pages 6 to 10.

Please note that the following information is accurate as at the date of the Notice of AGM. At the present time, it is expected that UK government guidance, rules and regulations will allow a physical meeting to be held, and as such, the Company is planning on allowing its shareholders to attend the AGM in person. However, if it becomes apparent closer to the time of the AGM that this will not be allowed due to new restrictions caused by the COVID-19 pandemic, we may need to make changes to the arrangements for the AGM, including where and how the AGM is conducted. Any such changes will be communicated via a Regulatory News Service announcement and on the Company's investor website at: https://investors.computacenter.com/shareholder-centre/agm. All shareholders are therefore encouraged to monitor the Company's investor website for the most up-to-date information.

To the extent that they wish to attend the AGM in person, shareholders are kindly asked to pre-register their intentions to attend as soon as practicable by contacting the Company Secretary at [email protected], to allow us to ensure that the location of the meeting remains secure against COVID-19 and to allow us to make various health, safety and risk assessments.

If you are unable to attend the AGM in person or if you do not wish to do so, you can appoint a proxy to exercise all or any of your rights to attend, vote and speak at the AGM, and further information on the required process is detailed under the section in this letter entitled 'Action To Be Taken – Form of Proxy'. Due to the ongoing COVID-19 pandemic and in case of new COVID-19 restrictions that may arise, we recommend all shareholders complete a Form of Proxy irrespective of whether or not you are able to attend the AGM. Completion and return of a Form of Proxy will not prevent members from attending and voting in person should they wish to do so. We also encourage all shareholders to appoint the Chair of the AGM as their proxy to exercise their right to vote at the AGM in accordance with their instructions. This will ensure that your vote will be counted if ultimately you (or any other proxy you might otherwise appoint) are not able to attend the meeting in person, be it due to any new COVID-19 restrictions that may arise, or for any other reason.

Resolutions 4a to 4i – Election and Re-election of Directors

In accordance with the UK Corporate Governance Code, the Board has decided that all of the Directors will offer themselves for election or re-election, and resolutions 4a to 4i are to elect or re-elect them as Directors. Brief biographies of all of the Directors standing for election or re-election at the forthcoming AGM can be found on pages 88 and 89 of the 2021 Annual Report and Accounts.

Since the Company's 2021 AGM, the Board and each of its Directors have been subject to an internal evaluation process, further details of which can be found within the Corporate Governance Report on page 98 of the 2021 Annual Report and Accounts. I am pleased to confirm that the performance of each Director continues to be effective and that all are able to demonstrate continued commitment to their respective roles as members of the Board and, where relevant, its Committees.

Resolution 7 – Approval of the California Sub-Plan to the Computacenter Performance Share Plan 2005

The Computacenter Performance Share Plan 2005 (the 'PSP') has been the main vehicle for the granting of long-term share incentives to senior executives.

The PSP was amended on 20 May 2021 by the Board to include a sub-plan to facilitate the making of awards under the PSP to employees who are residents of the state of California in the United States of America ('California Participants') (the 'California Sub-Plan'). The California Sub-Plan incorporates the rules of the PSP and modifies them in respect of awards made to California Participants to take account of securities laws and taxation requirements in California. Californian state laws require shareholder approval to the California Sub-Plan (inclusive of the rules of the PSP). In this context, approval of the California Sub-Plan and the PSP is being sought at this AGM.

Action to be taken – Form of Proxy

You will find enclosed a Form of Proxy for use at the AGM. Please complete, sign and return the Form of Proxy as soon as possible in accordance with the instructions printed thereon. The Form of Proxy should be returned to Equiniti, the Company's Registrar, as soon as possible and, in any event, so as to be received not later than 11.30am on Tuesday 17 May 2022.

Alternatively, shareholders may register proxy vote instructions by electronic means. If you wish to register your voting instructions in this way, please refer to the guidance set out in notes 6 to 8 to the Notice of AGM on page 4. Communications giving voting instructions by electronic means must be received by Equiniti not later than 11.30am on Tuesday 17 May 2022.

Recommendation

The Directors consider that the proposals being put to shareholders at the AGM are in the best interests of the Company and of the shareholders as a whole. Accordingly, the Directors recommend that you vote in favour of the resolutions set out in the attached Notice of AGM, as they intend to do in respect of their own interests (both beneficial and non-beneficial) amounting to 48,209,924 ordinary shares, representing approximately 42.2 per cent of the Company's issued share capital excluding treasury shares (as at 25 March 2022).

Peter Ryan Chair

NOTICE OF ANNUAL GENERAL MEETING 2022 Notice of Annual General Meeting 2022

Notice is hereby given that the AGM of Computacenter plc will be held at 11.30am on Thursday 19 May 2022 at 100 Blackfriars Road, London SE1 8HL for the following purposes:

Ordinary Resolutions

To consider and if thought fit, pass the following ordinary resolutions:

1. To receive the Financial Statements of the Company and the Group for the year ended 31 December 2021, together with the Reports of the Directors and Auditor thereon.
2. To receive and approve the Directors' Remuneration Report: Implementation Report for the year ended 31 December 2021, as set out on pages 106 to 125 of the 2021 Annual Report and Accounts (save for the Remuneration Policy Summary set out on pages 108 to 113), comprising the Annual Statement from the Chair of the Remuneration Committee and the Annual Remuneration Report.
3. To declare and approve a final dividend of 49.4 pence per ordinary share.
4. To elect and re-elect, by separate resolutions, the following persons as Directors of the Company:
- 4a. P Campbell, who being eligible, offers herself for election as a Non-Executive Director of the Company.
- 4b. F A Conophy, who retires and being eligible, offers himself for re-election as an Executive Director of the Company.
- 4c. R Haas, who retires and being eligible, offers himself for re-election as a Non-Executive Director of the Company.
- 4d. P W Hulme, who retires and being eligible, offers himself for re-election as a Non-Executive Director of the Company.
- 4e. L Mitic, who retires and being eligible, offers herself for re-election as a Non-Executive Director of the Company.
- 4f. M J Norris, who retires and being eligible, offers himself for re-election as an Executive Director of the Company.
- 4g. P J Ogden, who retires and being eligible, offers himself for re-election as a Non-Executive Director of the Company.
- 4h. R Rivaz, who retires and being eligible, offers herself for re-election as a Non-Executive Director of the Company.
- 4i. P Ryan, who retires and being eligible, offers himself for re-election as a Non-Executive Director of the Company.
5. To re-appoint KPMG LLP as the Company's Auditor to hold office until the conclusion of the next General Meeting at which accounts are laid before the Company.
6. To authorise the Directors to agree the Auditor's remuneration.
7. That the rules of the California Sub-Plan and the PSP to which it forms a schedule, in the form produced to the meeting and initialed by the Chair of the meeting for the purposes of identification, be and hereby are approved and the Directors be and are authorised to do all acts and things that they consider necessary, desirable or expedient to effect and operate the California Sub-Plan.
8. That the Directors be generally and unconditionally authorised under Section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company ('Rights'), up to a nominal amount of £2,874,664.94, provided that this authority shall expire at the conclusion of the next AGM of the Company or, if earlier, on 30 June 2023, save that the Company shall be entitled to make offers or agreements before the expiry of such authority, which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired. All unexercised authorities previously granted to the Directors to allot shares and grant Rights be and are hereby revoked.

Special Resolutions

To consider and if thought fit, pass the following special resolutions:

9. That, subject to the passing of Resolution 8, the Directors be given power to allot equity securities (as defined in Section 560 of the Companies Act 2006) for cash and/or to sell ordinary shares held by the Company as treasury shares for cash as if the pre-emption provisions of Section 561 of the said Act do not apply to such allotment or sale. The power shall be limited to the allotment of equity securities pursuant to the preceding Resolution 8 or sale of treasury shares, up to an aggregate nominal amount of £431,199.71 representing a maximum of 5,707,055 ordinary shares of 7 5⁄ 9 pence each, for the period referred to in Resolution 8, save that the Company shall be entitled to make offers or agreements before the expiry of such power, which would or might require equity securities to be allotted and treasury shares to be sold after such expiry and the Directors shall be entitled to allot equity securities and sell treasury shares pursuant to any such offer or agreement as if the power conferred hereby had not expired.
10. That, subject to the passing of Resolution 8, the Directors be given power, in addition to any power granted under Resolution 9, to allot equity securities (as defined in Section 560 of the Companies Act 2006) for cash under the authority given by Resolution 8 and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561 of the Companies Act 2006 did not apply to any such allotment for sale, such authority to be:
- a. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £431,199.71 representing a maximum of 5,707,055 ordinary shares of 7 5⁄ 9 pence each; and
- b. used for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to this notice, for the period referred to in Resolution 8, save that the Company shall be entitled to make offers or agreements before the expiry of such power, which would or might require equity securities to be allotted and treasury shares to be sold after such expiry and the Directors shall be entitled to allot equity securities and sell treasury shares pursuant to any such offer or agreement as if the power conferred hereby had not expired.

Notice of Annual General Meeting 2022

11. That the Company be and is hereby unconditionally and generally authorised for the purposes of Section 701 of the Companies Act 2006 to make market purchases (as defined in Section 693(4) of that Act) of ordinary shares of 7 5⁄ 9 pence each ('ordinary shares') in the capital of the Company provided that:
- a. the maximum aggregate number of ordinary shares which may be purchased is 11,414,110;
- b. the minimum price (excluding expenses) which may be paid for each ordinary share is 7 5⁄ 9 pence;
- c. the maximum price (excluding expenses) which may be paid for any ordinary share, is the higher of:
i. an amount equal to 105 per cent of the average of the middle market quotations of the Company's ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased; and
ii. an amount equal to the higher of the price of the last independent trade and the highest current independent bid as stipulated by the Commission-adopted Regulatory Technical Standards (as amended by the Financial Conduct Authority and as it forms part of retained UK law) pursuant to Article 5(6) of the Market Abuse Regulation (as it also forms a part of retained UK law); and
- d. this authority shall expire at the conclusion of the AGM of the Company held in 2023 or, if earlier, 30 June 2023, unless such authority is renewed prior to that time (except in relation to the purchase of ordinary shares, the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry).
12. That a general meeting (other than an AGM) may be called on not less than 14 clear days' notice, and that this authority shall expire at the conclusion of the AGM of the Company held in 2023.

Resolutions 1 to 8 (inclusive) will be proposed as ordinary resolutions while resolutions 9 to 12 (inclusive) will be proposed as special resolutions.

Computacenter plc

Registered Office Hatfield Avenue, Hatfield, Hertfordshire AL10 9TW

By order of the Board

Simon Pereira

Company Secretary 12 April 2022

NOTICE OF ANNUAL GENERAL MEETING 2022 Notes relating to the Notice of Annual General Meeting

1. A member entitled to attend and vote at the AGM is entitled to appoint another person(s) (a proxy) to exercise all or any of his or her rights to attend, speak and vote instead of him or her. A member may appoint more than one proxy in relation to the AGM, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member. If a member does appoint more than one proxy, he or she shall specify the number of shares held by him or her in respect of which each proxy is entitled to exercise his or her rights. Where two or more proxies are received in respect of the same share and the same AGM, the proxy which is sent last shall be treated as replacing and revoking the other. A proxy need not be a member of the Company, however, if a member wishes to appoint a proxy, they are strongly advised to appoint the Chair of the AGM as their proxy.
2. A Form of Proxy is enclosed. The appointment of a proxy will not of itself prevent a member from subsequently attending and voting at the AGM in person.
3. Shareholders wishing to attend the meeting, are kindly asked to pre-register their attendance as soon as practicable by contacting the Company Secretary at [email protected], to allow us to ensure that the location of the meeting remains secure against COVID-19 and to allow us to make various health, safety and risk assessments.
4. A copy of this Notice has been sent, for information only, to persons who have been nominated by a member to enjoy information rights under Section 146 of the Companies Act 2006 ('Nominated Person'). The rights to appoint a proxy cannot be exercised by a Nominated Person. However, the Nominated Person may have a right, under an agreement between him or her and the member by whom he or she was nominated, to be appointed as a proxy for the AGM or to have someone else so appointed. If a Nominated Person has no such proxy appointment right, then he or she may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights.
5. To be effective, the instrument appointing a proxy and any power of attorney or other authority (if any) under which it is executed (or a duly certified copy of any such power of attorney or authority) must be deposited at the office of the Company's Registrar not later than 11.30am on Tuesday 17 May 2022.
6. Only those shareholders registered in the Register of Members of the Company at 6.30pm on Tuesday 17 May 2022 shall be entitled to attend or vote at the AGM in respect of the number of shares registered in their name at that time or, if the AGM is adjourned, shareholders must be entered on the Company's Register of Members as at 6.30pm two business days prior to the time fixed for the adjourned AGM.
7. Shareholders who prefer to register the appointment of their proxy electronically via the internet may do so through Equiniti's website at www.sharevote.co.uk, where full instructions on the procedure are provided. The Voting ID, Task ID and Shareholder Reference Number printed on the Form of Proxy will be required to enable a shareholder to use this electronic system or proxy appointment. Alternatively, shareholders who have already registered with Equiniti's online portfolio service, Shareview, may appoint their proxy electronically by logging on to their portfolio at www.shareview.co.uk using their user ID and password. Once logged in simply click 'View' on the 'My Investments' page, click on the link to vote then follow the on-screen instructions. A proxy appointment made electronically will not be valid if sent to any address other than those provided or if received later than 11.30am on Tuesday 17 May 2022. Please note that any electronic communication found to contain a computer virus will not be accepted.

8. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and in respect of any adjournment(s) thereof by using the procedures described in the CREST Manual, which can be viewed at www.euroclear.com. CREST personal members or other CREST sponsored members and those CREST members who have appointed voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by Equiniti (ID RA19) not later than 11.30am on Tuesday 17 May 2022. For this purpose, the time of receipt will be taken as the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which Equiniti are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee(s) through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal or sponsored member or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

Computacenter plc may treat as invalid any CREST Proxy Instruction it receives which falls within the circumstances set out in Regulation 35(5)(a) of the Uncertified Securities Regulations 2001.

If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged not later than 11.30am on Tuesday 17 May 2022 to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them, and they will govern the electronic appointment of your proxy.

9. You may not use any electronic address provided either in this Notice of AGM or any related documents (including the Chair's Letter and Form of Proxy) to communicate for any purposes other than those expressly stated.
10. Any corporation, which is a member, can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same shares.

Notes relating to the Notice of Annual General Meeting

11. As at 25 March 2022 (being the latest practicable date before the publication of this document) the Company's issued share capital consists of 122,687,970 ordinary shares, carrying one vote each, and 8,546,861 of these ordinary shares are held in treasury. Treasury shares do not carry the right to vote. Therefore, the total voting rights in the Company are 114,141,109.
12. Under Section 319A of the Companies Act 2006, a shareholder (or their proxy) has the right to ask questions in relation to the business being dealt with at the AGM. However, the Company is not obliged to answer a question raised at the AGM if: (i) to do so would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the AGM that the question be answered.
13. Under Section 527 of the Companies Act 2006, shareholders who meet the threshold requirements that are set out in that section have the right to require the Company to publish, on a website, a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the Auditor's report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an Auditor of the Company ceasing to hold office since the previous AGM at which the Annual Report and Accounts were laid in accordance with Section 437. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with either Sections 527 or 528. Where the Company is required to place a statement on a website under Section 527, it must forward the statement to the Company's Auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under Section 527 to publish on a website.
14. A copy of this Notice together with the other information required by Section 311A of the Companies Act 2006 may be found at https://investors.computacenter.com/shareholder-centre/agm.
15. The rules of the California Sub-Plan (inclusive of the rules of the PSP as approved by shareholders in 2015 and subsequently amended by Board resolution) will be available for inspection on the Financial Conduct Authority's National Storage Mechanism website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism from the date of this notice and at the place of the AGM for at least 15 minutes before the meeting and during the meeting.

NOTICE OF ANNUAL GENERAL MEETING 2022 Appendix 1 to the Notice of Annual General Meeting

EXPLANATION OF THE BUSINESS OF THE ANNUAL GENERAL MEETING

Resolutions 1 to 8 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution.

Resolutions 9 to 12 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Ordinary Resolution 1 – Financial Statements and Reports of the Directors and Auditor thereon

The business of the AGM will start with a resolution to lay before the shareholders, the Financial Statements for the year ended 31 December 2021 and the reports of the Directors and Auditor thereon.

Ordinary Resolution 2 – Directors' Remuneration Report: Implementation Report

The Implementation Report for the year ended 31 December 2021, comprising the Annual Statement from the Chair of the Remuneration Committee and the Annual Remuneration Report is set out on pages 106 to 125 (save for pages 108 to 113, which contain the Remuneration Policy Summary) of the 2021 Annual Report and Accounts.

The Remuneration Policy is required to be put to a shareholder vote at least once every three years or if any changes are proposed. As the policy was approved by shareholders at the 2020 Annual General Meeting and remains unchanged, a resolution to re-approve the Remuneration Policy has not been proposed.

The Implementation Report describes the remuneration arrangements in place for each Executive Director and the Non-Executive Directors (including the Chair) during 2021. The Annual statement for the Chair of the Remuneration Committee provides context to the 2021 remuneration outcomes, together with information to help shareholders understand what the executives were paid in 2021.

This is an advisory vote and will not affect the actual remuneration paid to any individual Director.

Ordinary Resolution 3 – Final dividend

The Board has recommended a final dividend of 49.4 pence per ordinary share, in respect of the year ended 31 December 2021. Members will be asked to approve this payment and if approved, the dividend will be payable on 8 July 2022, to those shareholders on the Register of Members at the close of business on 10 June 2022.

Ordinary Resolutions 4a to 4i – Election and Re-election of Directors

External appointments

None

The PSP has been the main vehicle for the granting of long-term share incentives to senior executives.

The PSP was amended on 20 May 2021 by the Board to include the California Sub-Plan. The California Sub-Plan incorporates the rules of the PSP and modifies them in respect of awards made to California Participants to take account of securities laws and taxation requirements in California. Californian state laws require shareholder approval to the California Sub-Plan (inclusive of the rules of the PSP). In this context, approval of the California Sub-Plan and the PSP is being sought at this AGM.

For further details of the California Sub-Plan, please see Appendix 2 to the Notice of Annual General Meeting on page 10 of this document.

Ordinary Resolution 8 – Renewal of authority to allot shares

This resolution asks shareholders to renew, by ordinary resolution, the Directors' authority under Section 551 of the Companies Act 2006 to allot shares and to grant rights to subscribe for, or to convert any security into, shares in the Company. This resolution is similar to the resolutions passed in previous years. This renewed authority will, if granted, expire at the conclusion of the AGM held in 2023 or, if earlier, on 30 June 2023, although offers or agreements can be made before the expiry of that period, which might require for shares to be allotted or rights granted after the expiry of that period. In accordance with corporate governance best practice recommendations, the Directors' authority, if approved, will be limited to a maximum nominal amount of £2,874,664.94, representing a maximum of 38,047,036 ordinary shares, equivalent to approximately one-third of the issued share capital of the Company excluding treasury shares (as at 25 March 2022, being the latest practicable date prior to the publication of this document). As at 25 March 2022 (being the latest practicable date before the publication of this document), the Company held 8,546,861 treasury shares which represented 7.49 per cent of the total ordinary issued share capital, excluding treasury shares, at that date. There are no present plans to allot shares other than in connection with employee share and incentive schemes. The Directors believe that they should have the authority proposed in the resolution to enable such allotments to take place to finance business opportunities as they arise.

Special Resolution 9 and 10 – Disapplication of pre-emption rights

If the Directors wish to allot shares and other equity securities for cash, Section 561 of the Companies Act 2006 requires that these shares are offered first to existing shareholders in proportion to their holdings. This is known as shareholders' pre-emption rights. There may be occasions, however, when the Directors need the flexibility to finance business opportunities as they arise without offering securities on a pre-emptive basis. The Companies Act 2006 allows a limited disapplication of these pre-emption rights in certain circumstances.

The purpose of Resolution 9 is to authorise the Directors to allot new shares (and sell treasury shares) for cash pursuant to the authority given by Resolution 8 up to a nominal value of £431,199.71, equivalent to five per cent of the total issued ordinary share capital of the Company excluding treasury shares (as at 25 March 2022), without the shares first being offered to existing shareholders in proportion to their existing holdings.

Resolution 10 seeks a separate and additional authority to dis-apply pre-emption rights in respect of an additional five per cent of the total issued ordinary share capital of the Company excluding treasury shares (as at 25 March 2022) for an acquisition or specified capital investment pursuant to guidance from the Pre-Emption Group (PEG). On 12 March 2015, the PEG issued a revised Statement of Principles ('2015 Statement of Principles'). This stated that, in addition to previous standard annual disapplication of pre-emption rights up to a maximum of five per cent, the PEG was supportive of extending the general disapplication authority by an additional five per cent for an acquisition or specified capital investment.

The Directors confirm, in accordance with the 2015 Statement of Principles, that they will only allot shares representing more than five per cent of the issued ordinary share capital of the Company excluding treasury shares for cash pursuant to the authority referred to in Resolution 10, where the allotment is in connection with an acquisition or specified capital investment, which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the issue. Where the authority granted under Resolution 10 is used, the circumstances that have led to its use and details of its use will be disclosed by the Company in its next Annual Report.

Resolutions 9 and 10 will be proposed subject to Resolution 8 first being carried by the AGM and the authorities sought, if granted, will be for the same period as that granted under Resolution 8.

In addition, the Board will not (except in relation to an issue pursuant to Resolution 10 in respect of the additional five per cent referred to above) allot shares for cash on a non-pre-emptive basis pursuant to the authority granted in Resolution 9 in excess of an amount equal to 7.5 per cent of the total issued ordinary share capital of the Company, excluding treasury shares, within a rolling three-year period, without prior consultation with shareholders.

The Board has no current intention to allot shares for cash on a non-preemptive basis, but the Directors consider that the authority sought is appropriate as it provides the Company with the necessary flexibility to take advantage of business opportunities as they arise.

Resolutions 9 and 10 will expire at the conclusion of the Company's AGM in 2023 or, if earlier, 30 June 2023, at which time the Board expects to seek the renewal of such authorities.

Special Resolution 11 – Authority to purchase own shares in the market The authority, under Section 701 of the Companies Act 2006, which will be proposed as a special resolution, would permit the Company to purchase, on the London Stock Exchange, up to 11,414,110 ordinary shares, which is equivalent to approximately 10 per cent of the issued share capital of the Company excluding treasury shares (as at 25 March 2022) and the Company's exercise of this authority is subject to the stated upper and lower limits on the price payable.

The Company was given authority at the 2021 AGM to make market purchases of up to 11,414,110 ordinary shares. To date, no shares have been purchased under this authority. The Directors will use the authority to purchase shares only after careful consideration, taking into account market conditions, other investment opportunities, appropriate gearing levels and the overall financial position of the Company. The Directors will only purchase such shares after taking into account the effects on earnings per share and the benefit for shareholders generally.

Any shares bought by the Company under this authority will either be held in treasury, with a view to possible re-issue at a future date or cancelled. The Directors will decide at the time of purchase whether to cancel the shares immediately or to hold them in treasury. In relation to treasury shares, the Board will also have regard to any investor guidelines, in relation to the purchase of shares intended to be held in treasury or in relation to their holding or resale, which may be in force at the time of any such purchase, holding or resale.

Appendix 1 to the Notice of Annual General Meeting

As at 25 March 2022, there were options outstanding over 5,280,177 ordinary shares, granted under all share options schemes operated by the Company, representing 4.63 per cent of the Company's issued ordinary share capital, excluding shares held in treasury (as at 25 March 2022). If the authority given by Resolution 11 were exercised in full, that percentage would increase to 5.14 per cent. There were no warrants outstanding as at 25 March 2022.

The authority under Resolution 11 will expire at the conclusion of the Company's AGM in 2023 or, if earlier, 30 June 2023, at which time the Board expects to seek its renewal.

Special Resolution 12 – 14 days' notice period for general meetings

Section 307A of the Companies Act 2006 requires the notice period for General Meetings of the Company to be at least 21 days. For General Meetings, other than AGMs, a shorter notice period of not less than 14 clear days may be given, provided that shareholder approval was given at the most recently held AGM (or at a General Meeting held since the last AGM) to hold such meetings on a shorter notice period.

The shareholders are being asked to authorise the convening of a General Meeting, other than an AGM, on a notice period of not less than 14 clear days. This authority, if granted, will expire at the conclusion of next year's AGM, when it is intended that a similar resolution will be proposed.

Whilst every effort will be made to give as much notice as possible for General Meetings, the Directors believe that the ability to convene a meeting on not less than 14 clear days' notice gives a greater degree of flexibility when seeking shareholder approval. The Directors are therefore proposing this resolution, as a special resolution, to approve 14 clear days as the minimum period of notice for all General Meetings of the Company, other than AGMs.

NOTICE OF ANNUAL GENERAL MEETING 2022 Appendix 2 to the Notice of Annual General Meeting

PRINCIPAL TERMS OF THE CALIFORNIA SUB-PLAN

In order to facilitate the making of awards under the PSP to employees who are California Participants, the PSP must include certain additional provisions. The PSP has been amended by the Board to include a sub-plan for California Participants, i.e. the California Sub-Plan. The California Sub-Plan modifies the PSP in respect of awards made to California Participants. The modifications take account of securities laws and taxation requirements in California. Shareholders approved the PSP in 2015 with the ability for the Board to establish further plans based on the PSP for overseas employees, with the necessary modifications required to reflect local laws. However, Californian state laws require shareholder approval to the California Sub-Plan (inclusive of the rules of the PSP). In this context, approval of the California Sub-Plan and the PSP is being sought at this AGM.

The amendments to the PSP under the California Sub-Plan include:

a requirement that options granted to California Participants cannot have a term of more than 10 years;
a requirement that no more than 10 per cent of the ordinary shares in the Company (which are authorised and outstanding at the date the PSP is approved by shareholders) may be used to satisfy awards granted to all California Participants (subject to any adjustments made in accordance with the rules of the PSP). It is to be noted that awards made under the California Sub-Plan will count towards the general limits on issuing share capital under the PSP;
additional restrictions on the transferability of awards granted to California Participants;
additional requirements in relation to the time periods within which California Participants are able to exercise options (except nil cost options) in circumstances where their employment or services are terminated other than for cause;
a requirement that no award may be granted to a California Participant more than ten years after the adoption of the California Sub-Plan by the Board;
the disapplication of certain clawback provisions which would otherwise apply under rules 7.1, 7.2 and 7.3.7 of the PSP to awards made to California Participants to the extent that such provisions would be unenforceable under Californian law; and
adjustment requirements applicable to awards granted to California Participants upon certain changes in the capitalisation of the Company.

The rules of the California Sub-Plan and the PSP will be available for inspection on the Financial Conduct Authority's National Storage Mechanism website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism from the date of this notice and at the place of the AGM for at least 15 minutes before the meeting and during the meeting.

AI Terminal

Computacenter PLC

5293_agm-r_2022-04-13_76d74b36-313c-4372-8c0b-043de0ffb21e.pdf

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

COMPUTACENTER PLC LETTER FROM THE CHAIR AND NOTICE OF ANNUAL GENERAL MEETING 2022

Letter from the Chair

TO ORDINARY SHAREHOLDERS

DEAR SHAREHOLDER,

Annual General Meeting 19 May 2022

Resolutions 4a to 4i – Election and Re-election of Directors

Resolution 7 – Approval of the California Sub-Plan to the Computacenter Performance Share Plan 2005

Action to be taken – Form of Proxy

Recommendation

NOTICE OF ANNUAL GENERAL MEETING 2022 Notice of Annual General Meeting 2022

Ordinary Resolutions

Special Resolutions

Notice of Annual General Meeting 2022

Computacenter plc

Simon Pereira

NOTICE OF ANNUAL GENERAL MEETING 2022 Notes relating to the Notice of Annual General Meeting

Notes relating to the Notice of Annual General Meeting

NOTICE OF ANNUAL GENERAL MEETING 2022 Appendix 1 to the Notice of Annual General Meeting

EXPLANATION OF THE BUSINESS OF THE ANNUAL GENERAL MEETING

Ordinary Resolution 1 – Financial Statements and Reports of the Directors and Auditor thereon

Ordinary Resolution 2 – Directors' Remuneration Report: Implementation Report

Ordinary Resolution 3 – Final dividend

Ordinary Resolutions 4a to 4i – Election and Re-election of Directors

Peter Ryan

Skills and experience:

External appointments

Mike Norris

Skills and experience:

External appointments

Tony Conophy

Skills and experience:

External appointments

Appendix 1 to the Notice of Annual General Meeting

Philip Hulme

Skills and experience:

External appointments

Peter Ogden

Skills and experience:

External appointments

Ros Rivaz

Skills and experience:

External appointments

Ljiljana Mitic

Skills and experience:

External appointments

Rene Haas

Skills and experience:

External appointments

Pauline Campbell

Skills and experience:

External appointments

Ordinary Resolution 5 – Re-appointment of Auditor

Ordinary Resolution 6 – Auditor's remuneration

Ordinary Resolution 7 – Approval of the California Sub-Plan to the Computacenter Performance Share Plan 2005

Ordinary Resolution 8 – Renewal of authority to allot shares

Special Resolution 9 and 10 – Disapplication of pre-emption rights

Appendix 1 to the Notice of Annual General Meeting

Special Resolution 12 – 14 days' notice period for general meetings

NOTICE OF ANNUAL GENERAL MEETING 2022 Appendix 2 to the Notice of Annual General Meeting

PRINCIPAL TERMS OF THE CALIFORNIA SUB-PLAN

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