BOSTON INTERNATIONAL HOLDINGS PLC — Proxy Solicitation & Information Statement 2021

Jun 9, 2021

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action to be taken, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, another appropriately authorised independent professional adviser, without delay.

This document is directed only at persons who are existing members of Boston International Holdings Plc (the "Company" or "BIH") in the United Kingdom. If you have sold or otherwise transferred all of your ordinary shares of £0.01 each in the Company ("Ordinary Shares"), please send this document, as soon as possible, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or transferred only part of your holding of Ordinary Shares, you should retain this document, and consult the person through whom the sale or transfer was effected.

The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

(Incorporated in England and Wales with company number 09876705)

NOTICE OF GENERAL MEETING

This document should be read as a whole. Your attention is drawn to the Letter from the Chairman of the Company, which includes the recommendation of the Directors of the Company that you vote in favour of all of the resolutions to be proposed (the "Resolutions") at the general meeting of the Company (the "General Meeting").

The General Meeting is being convened to be held at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU at 11.00 a.m. on Thursday, 24 June 2021, notice of which is set out at the end of this document (the "Notice of General Meeting").

A copy of this document is available on the website of the Company at www.bihplc.com/.

Shareholders of the Company ("Shareholders") are requested to complete and return the enclosed form of proxy (the "Form of Proxy") to Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, B62 8HD as soon as possible, but in any event so as to arrive no later than 11.00 am on Tuesday, 22 June 2021.

CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so at the General Meeting and any adjournment thereof by utilising the procedures described in the CREST Manual. For further details, please see the notes to the Notice of General Meeting set out at the end of this document.

For full details on proxy appointments, see the notes to the Notice of General Meeting set out at the end of this document and in the accompanying Form of Proxy.

A summary of the action to be taken by Shareholders is set out on in the Letter from the Chairman. Please complete and return the enclosed Form of Proxy as soon as possible and in any event so as to arrive by not later than 11.00 a.m. on Tuesday, 22 June 2021.

Social distancing measures imposed by the UK Government as a result of the COVID-19 pandemic are currently in force restricting, among other things, public gatherings. If restrictions on public gatherings remain in force as at the date of the General Meeting, shareholders must not attend the General Meeting in person, and entry will be refused to anyone who seeks to attend in person. Shareholders are strongly encouraged to register their vote in advance by appointing the Chairman of the General Meeting as their proxy and giving voting instructions. Only the formal business of the resolutions will be carried out at the General Meeting.

The situation is constantly evolving, and the UK Government may change current restrictions or implement further measures. Any changes to the General Meeting arrangements will be communicated through the Company's website and, where appropriate, by a Regulatory Information Service announcement.

BOSTON INTERNATIONAL HOLDINGS PLC

(Incorporated in England and Wales with company number 09876705)

Christopher Pitman (Non-Executive Chairman) 12 Times Court William Borden James (Non-Executive) Retreat Road Martin Lampshire (Non-Executive) Richmond Richard Hartheimer (Non-Executive) Surrey

Directors: Registered Office:

TW9 1AF

8 June 2021

To the Shareholders (and, for information purposes only, to the holders of warrants to subscribe for Ordinary Shares)

Dear Shareholder,

NOTICE OF GENERAL MEETING

Introduction

As Chairman of the Company, I am pleased to enclose details regarding, and notice of, a General Meeting of the Company to be held at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU at 11.00 a.m. on Thursday, 24 June 2021, which is being convened in relation to the authorities and powers of the Directors in relation to the share capital of the Company. The contents of this document are important and I would urge you to read it carefully.

Full utilisation of Directors' existing share capital authorities

At the Annual General Meeting of the Company held on 1 October 2020, the Directors were authorised for the purpose of section 551 of the Companies Act 2006 to allot and issue equity securities up to an aggregate nominal amount of £73,241 and to allot and issue such amount of shares for cash with shareholders' pre-emption rights being disapplied. This authority was utilised to allot and issue 7,324,189 Ordinary Shares pursuant to the Placing announced by the Company on 31 March 2021 raising £73,241 from new investors.

Proposed new and renewed share capital authorities for Directors

The Board has decided that share capital authorities and/or approvals should now be sought for the Directors from shareholders of the Company and accordingly, five resolutions are to be proposed at the General Meeting. The Resolutions are as follows:-

Resolution 1 – Share Capital Authorities for Conversion of a Director's Loan into Ordinary Shares

This resolution is being proposed in order to give the Directors authority to allot and issue 20,000,000 Ordinary Shares to Borden James by way of conversion of the £200,000 loan drawn down by the Company under a loan facility agreement dated 10 June 2020 originally entered into by the Company with Boston Merchant (HK) Limited ("BMHK") but recently novated by BMHK to Borden James, a Director of the Company (the "Director's Loan"), as referred to in the RNS announcement released by the Company on 31 March 2021 (as corrected on 1 April 2021). The resolution also seeks the approval of the disapplication of shareholders' pre-emption rights in relation to the allotment and issue of such new Ordinary Shares on conversion of the Director's Loan.

BMHK and Borden James have waived all interest on the Director's Loan and Bordon James will continue to do so pending conversion of the Director's Loan into Ordinary Shares as referred to above.

Resolution 2 - Authorities regarding Convertible Loan Notes and Advisers' Warrants

This resolution is being proposed in order to approve the conversion rights in the aggregate £125,714 principal of convertible loan notes issued to BMHK and Emirates Fund Exchange PLTD on 12 April 2021 (the "Convertible Loan Notes") and the issue of the warrants to subscribe for an aggregate 2,568,354 Ordinary Shares to Peterhouse Capital Limited and Beaumont Cornish Limited (the "Advisers' Warrants"), all as again referred to in the RNS announcement released by the Company on 31 March 2021 (as corrected on 1 April 2021), and to disapply pre-emption rights in relation to the conversion rights contained in the Convertible Loan Notes and to the issue of the Advisers' Warrants.

Resolutions 3, 4 and 5 - Renewal of Share Capital Authorities

Resolutions 3, 4 and 5 are being proposed by way of renewal of the authorities given to the Directors by resolutions passed on 6 October 2016 (as referred to in the Company's prospectus dated 7 October 2016) and renewed at the Company's Annual General Meetings in 2017, 2018 and 2019, but which authorities subsequently lapsed in accordance with their terms.

- Resolution 3

This resolution is being proposed in order to renew the authority of the Directors to allot £30,000,000 in nominal value of Ordinary Shares in connection with an acquisition of a company or a business carried out by the Company (an "Acquisition").

- Resolution 4

This resolution is being proposed in order to renew the authority of the Directors to allot Ordinary Shares up to an aggregate nominal amount not exceeding 200 per cent. of the aggregate nominal value of Ordinary Shares in issue at the conclusion of the General Meeting:-

• (a) for the purpose of or in connection with the restructuring of any debt or other financial obligation relating to the Acquisition (whether assumed or entered into by the Company or owed or guaranteed by any company or entity acquired); and
• (b) generally for such purposes as the Directors may thin fit (whether connected with the Acquisition or otherwise).

- Resolution 5

This resolution is being proposed in order to renew the power of the Directors to allot equity securities for the purposes stated in Resolutions 3 and 4 for cash as if pre-emption rights (both statutory and as may be contained in the Company's articles of association) did not apply, including in relation to any offering to shareholders by way of rights to include any exclusions or other arrangements in connection with any issue of equity securities offered (by way of rights issue, open offer or otherwise) to existing holders of Ordinary Shares in proportion, as nearly as may be) to their existing holdings of such ordinary shares, as the Directors deem necessary to deal with equity securities representing fractional entitlements, with legal or practical problems in the laws of any territory or with the requirements of any regulatory body.

If the Resolutions are approved, the authorities granted by shareholders will expire in the case of Resolution 1 and in relation to the issue of the Advisers' Warrants as referred to in Resolution 2 on 31 July 2021 and in the case of Resolutions 3, 4 and 5 at the conclusion of the next Annual General Meeting of the Company. There is no expiry date in respect of the approval the conversion rights in the Convertible Loan Notes as referred to in Resolution 2 given that the Convertible Loan Notes have already been issued (with such conversion rights being subject to the approval of shareholders of the Company).

The full text of each of the Resolutions is set out in the Notice of the General Meeting at the back of this document.

Each of Resolutions 1, 2 and 5 is being proposed as a special resolution and requires approval by a 75% majority of those votes cast in person or by proxy at the General Meeting for the resolutions to be passed. Each of Resolutions 3 and 4 is being proposed as an ordinary resolution and requires approval by a simple majority of those votes cast in person or by proxy at the General Meeting for the resolutions to be passed.

Closed Meeting – COVID-19

In light of the current UK Government measures around COVID-19 and the Company's desire to protect the health and safety of shareholders of the Company, the Board has concluded that shareholders will not be permitted to attend the General Meeting in person. The Company will make arrangements such that the General Meeting will be conducted as a closed meeting with the minimum quorum of two shareholders present in person or by proxy to be facilitated by me being present as Chairman of the General Meeting (as proxy for a number of shareholders) and another shareholder of the Company also being present and the format of the Meeting will be purely functional. The General Meeting will comprise only the formal votes on each Resolution as set out in the Notice of General Meeting and voting will be conducted on each of the Resolutions by way of a poll.

In the circumstances, shareholders are invited to submit any questions they may have on the Resolutions to be proposed at the General Meeting electronically before the General Meeting and such questions, limited to matters relating to the business of the General Meeting itself, should be sent to info@bihplc.com and these will be responded to on an individual basis. Shareholders should include details of their shareholding, including the name in which the Ordinary Shares are held and the number of Ordinary Shares held. Where questions are received by 5.00 p.m. on 22 June 2021, direct responses will be provided in advance of the General Meeting. If they are received after this time, direct responses will be provided subsequently.

All Shareholders are urged to appoint the Chairman of the General Meeting as their proxy, with voting instructions. The appointment of someone other than the Chairman of the General Meeting is likely to be a wasted vote, as that other person will not be permitted to attend the General Meeting and therefore cast the votes attaching to the relevant Ordinary Shares. Please refer to the notes to the Notice of General Meeting for more information regarding the General Meeting.

As referred to above, votes on each of the Resolutions will be conducted by a poll to ensure that Shareholders votes are counted.

The Board trusts that shareholders will understand and co-operate with these arrangements. The UK Government may change current restrictions or implement further measures relating to the holding of general meetings. Any changes to the General Meeting (including the arrangements outlined above) will be made available on the Company's website at www.bihplc.com and by means of an announcement by the Company via the Regulatory Information Service.

Action to be taken

Shareholders will find a Form of Proxy enclosed with this document for use at the General Meeting. The Form of Proxy should be completed and signed in accordance with the instructions thereon and returned to Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, B62 8HD as soon as possible, but in any event so as to arrive no later than 11.00 a.m. on Tuesday, 22 June 2021.

As an alternative to completing the hard copy Form of Proxy, shareholders can appoint a proxy electronically with Neville Registrars Limited at www.sharegateway.co.uk by completing the authentication requirements including the personal proxy registration code as shown on the Form of Proxy. For an electronic proxy appointment to be valid, the appointment must be received by Neville Registrars Limited no later than 11.00 a.m. on Tuesday, 22 June 2021.

If Shareholders hold Ordinary Shares in CREST, 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 instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is 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 the issuer's agent (ID 7RA11) by 11.00 a.m. on Tuesday, 22 June 2021. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST application host ("CREST Application Host")) from which the issuer's agent is 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 through other means.

A telephone helpline is available for Shareholders. If you have any questions about the General Meeting or how to complete a Form of Proxy, please call Neville Registrars on 0121 585 1131. Calls are charged at your network provider's standard rate, may be included within your inclusive call allowance, but may vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9:00 a.m. – 5:00 p.m., Monday to Friday, excluding public holidays in England and Wales. Please note that Neville Registrars cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Recommendation

The Directors of the Company consider that the Resolutions are in the best interests of the Company and its shareholders as a whole unanimously recommend that shareholders vote in favour of each of the Resolutions.

Yours faithfully

Christopher Pitman Non-Executive Chairman

BOSTON INTERNATIONAL HOLDINGS PLC

(incorporated in England and Wales with company number 09876705)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a general meeting (the "General Meeting") of Boston International Holdings Plc (the "Company") will be held at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU at 11.00 a.m. on Thursday, 24 June 2021 for the purpose of considering and, if thought fit, passing resolutions below (each a "Resolution" and together the "Resolutions") which will be proposed as an ordinary resolution in the case of each of Resolutions 3 and 4 and as a special resolution in the case of each of Resolutions 1, 2 and 5.

SPECIAL RESOLUTIONS

1. THAT:-

• (a) in addition to all existing authorities conferred on the directors of the Company (the "Directors") pursuant to section 551 of the Companies Act 2006 (the "Companies Act"), the Directors be and are hereby generally and unconditionally authorised, in accordance with section 551 of the Companies Act, to exercise all the powers of the Company to allot and issue up to 20,000,000 new ordinary shares of £0.01 each in the Company on conversion of all (but not part of) the Director's Loan (as defined in the circular to shareholders of the Company dated 8 June 2021 of which this notice forms part), such new ordinary shares together being the "Conversion Shares") at a conversion price of £0.01 per Conversion Share (the "Conversion Price");
• (b) in addition to all existing powers granted to the Directors pursuant to section 570 and/or 571 of the Companies Act the Directors be empowered, pursuant to section 570 of the Companies Act, to allot the 20,000,000 Conversion Shares for cash at the Conversion Price pursuant to the authority conferred by paragraph (a) of this Resolution as if section 561 of the Companies Act did not apply to any such allotment;

provided that such authority and power shall expire on 31 July 2021.

2. THAT:-

• (a) the conversion rights contained in the £125,714 convertible loan notes issued to Boston Merchant (HK) Limited and Emirates Fund Exchange PLTD on 12 April 2021 (the "Convertible Loan Notes") be hereby approved for all purposes (including for the purposes of section 551 of the Companies Act); and
• (b) the Directors be authorised, in accordance with section 551 of the Companies Act, to issue warrants to subscribe for an aggregate 2,568,354 new ordinary shares of 1p each in the Company to Peterhouse Capital Limited and Beaumont Cornish Limited (the "Adviser Warrants");

all as referred to, and further information regarding which is set out, in the RNS announcement of the Company dated 31 March 2021 (as corrected on 1 April 2021), and on the basis of the disapplication of all and any pre-emption rights of existing shareholders of the Company in relation to the conversion rights contained in the Convertible Loan Notes and the issue of the Warrants), provided that such authority in the case of paragraph (b) of this Resolution 2 shall expire on 31 July 2021.

ORDINARY RESOLUTIONS

1. THAT the Directors be generally and unconditionally authorised to exercise all the powers of the Company to allot new ordinary shares of £0.01 each in the Company (including any rights to subscribe for or convert into such new ordinary shares) up to an aggregate nominal value of £30,000,000 for the purpose of or in connection with any acquisition carried out by the Company (the "Acquisition"), provided that this authority shall, unless renewed, varied or revoked by the Company expire at the conclusion of the next Annual General Meeting of the Company following the date of the passing of this resolution, save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted and the Directors may allot shares in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

2. 1. THAT the Directors be generally and unconditionally authorised to exercise all powers of the Company to allot new ordinary shares of £0.01 each in the Company (including rights to subscribe for or convert into such new ordinary shares up to, in aggregate, an amount not exceeding 200 per cent. of the aggregate nominal value of ordinary shares of £0.01 each in the Company in issue as at the conclusion of the General Meeting of the Company at which this resolution is passed:-
3. (a) for the purpose of or in connection with the restructuring of any debt or other financial obligation relating to the Acquisition (whether assumed or entered into by the Company or owed or guaranteed by any company or entity acquired), and
4. (b) generally for such purposes as the Directors may think fit (whether connected with the Acquisition or otherwise);

provided that this authority shall, unless renewed, varied or revoked by the Company expire at the conclusion of the next Annual General Meeting of the Company following the date of the passing of this resolution, save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted and the Directors may allot shares in pursuance of such offer of agreement notwithstanding that the authority conferred by this resolution has expired.

SPECIAL RESOLUTION

1. THAT the Directors be empowered to allot equity securities (within the meaning of section 560 of the Companies Act) for cash pursuant to the authority conferred by Resolutions 3 and 4 above as if section 561 of the Companies Act and any pre-emption rights in the articles of association of the Company (including rights for equity securities or the sale of any equity securities from treasury) did not apply to such allotment (including any exclusions or other arrangements, in connection with any issue of equity securities offered (by way of rights issue, open offer or otherwise) to existing holders of ordinary shares in the Company in proportion, as nearly as may be) to their existing holdings of such ordinary shares, as the Directors may deem necessary or expedient to deal with (a) equity securities representing fractional entitlements; (b) legal or practical problems in the laws of any territory, or (c) the requirements of any regulatory body); provided that this power shall expire at the conclusion of the next Annual General Meeting of the Company following the date of the passing of this resolution, save that the Company shall be entitled to make an offer or agreement which would or might require equity securities to be issued pursuant to restrictions (a), (b) and (c) above (inclusive) before the expiry of its power to do so, and the Directors shall be entitled to issue (or sell from treasury) the equity securities pursuant to any such offer or agreement after that expiry date.

Christopher Pitman Non-Executive Chairman Boston International Holdings Plc

Dated: 8 June 2021

Registered Office: 12 Times Court, Retreat Road, Richmond, Surrey TW9 1AF

IMPORTANT NOTICE RE COVID-19

Social distancing measures imposed by the UK Government as a result of the COVID-19 pandemic are currently in force restricting, among other things, public gatherings. If restrictions on public gatherings remain in force as at the date of the General Meeting, shareholders must not attend the General Meeting in person, and entry will be refused to anyone who seeks to attend in person. Shareholders are strongly encouraged to register their vote in advance by appointing the Chairman of the General Meeting as their proxy and giving voting instructions. Only the formal business of the resolutions will be carried out at the General Meeting.

The situation is constantly evolving, and the UK Government may change current restrictions or implement further measures. Any changes to the General Meeting arrangements will be communicated through the Company's website and, where appropriate, by a Regulatory Information Service announcement.

NOTES TO THE NOTICE OF GENERAL MEETING

Entitlement to attend and vote

1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 as amended, the Company specifies that only those members registered on the Company's register of members 48 hours (excluding weekends and public holidays) before the time of the General Meeting shall be entitled to vote at the General Meeting.

Appointment of proxies

• 1. If you are a member of the Company at the time set out in note 1 above, you may use the enclosed Form of Proxy to appoint a proxy to exercise all or any of your rights to vote at the General Meeting, and you should have received a Form of Proxy with this Notice of General Meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the Form of Proxy.
• 1. A proxy does not need to be a member of the Company. Details of how to appoint the Chairman of the meeting or another person as your proxy using the Form of Proxy are set out in the notes to the Form of Proxy. However, the appointment of someone other than the Chairman of the General Meeting is likely to be a wasted vote, as that other person will not be permitted to attend the General Meeting and therefore cast the votes attaching to the relevant Ordinary Shares (as referred to above).
• 1. 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, please contact the registrars of the Company, Neville Registrars Limited, on 0121 585 1131.
• 1. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the Resolution. 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 General Meeting.

Appointment of proxy using hard copy Form of Proxy

• 1. The notes to the Form of Proxy explain how to direct your proxy how to vote on each Resolution or withhold their vote. To appoint a proxy using the Form of Proxy, the Form of Proxy must be:
• completed and signed;
• sent or delivered to Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, B62 8HD; and
• received by Neville Registrars Limited by no later than 11.00 a.m. on Tuesday, 22 June 2021.

In the case of a member which is a company, the Form of Proxy must be executed under its common seal or signed on its behalf by an officer of the Company or an attorney for the Company.

Any power of attorney or any other authority under which the Form of Proxy is signed (or a duly certified copy of such power or authority) must be included with the Form of Proxy.

1. As an alternative to completing the hard-copy Form of Proxy, shareholders can appoint a proxy electronically with Neville Registrars Limited at www.sharegateway.co.uk by completing the authentication requirements including the personal proxy registration code as shown on the Form of Proxy. For an electronic proxy appointment to be valid, the appointment must be received by Neville Registrars Limited no later than 11.00 a.m. on Tuesday, 22 June 2021.

CREST

1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual.

CREST personal members or other CREST sponsored members, and those CREST members who have appointed a 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 (available via www.euroclear.com).

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 the issuer's agent (ID: 7RA11 by the latest time(s) for receipt of proxy appointments specified above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is 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 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 member or sponsored member or has appointed a voting service provider(s), to procure that his or 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 CREST 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.

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 (as amended).

Appointment of proxy by joint members

1. 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).

Changing proxy instructions

1. To change your proxy instructions, simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

Where you have appointed a proxy using the hard-copy Form of Proxy and would like to change the instructions using another hard-copy Form of Proxy, please contact Neville Registrars Limited, on 0121 585 1131.

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.

Termination of proxy appointments

1. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Neville Registrars Limited at Neville House, Steelpark Road, Halesowen, B62 8HD. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the Company or an attorney for the Company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.

The revocation notice must be received by Neville Registrars Limited no later than 48 hours (excluding weekends and public holidays) prior to the General Meeting.

If you attempt to revoke your proxy appointment but the revocation is received after the time specified, then, subject to the paragraph directly below, your proxy appointment will remain valid.

Issued shares and total voting rights

1. As at 7 June 2021, the Company's issued share capital comprised 43,945,137 Ordinary Shares. Each Ordinary Share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 7 June 2021 is 43,945,137.

Communications with the Company

1. Except as provided above, members who have general queries about the General Meeting should telephone Neville Registrars Limited on 0121 585 1131 (no other methods of communication will be accepted). You may not use any electronic address provided either in this Notice of General Meeting, or any related documents (including the proxy form), to communicate with the Company for any purposes other than those expressly stated.