THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT CONTAINS PROPOSALS RELATING TO DARKTRACE PLC ("DARKTRACE") ON WHICH YOU ARE BEING ASKED TO VOTE.

If you are in any doubt about the contents of this document or what action you should take, you are recommended to seek your own personal financial advice from an appropriately qualified independent adviser authorised under the Financial Services and Markets Act 2000 if in the United Kingdom or otherwise regulated under the laws of your own country. If you have recently sold or transferred all of your ordinary shares of £0.01 each (the "Shares") in Darktrace, please forward this document, together with any accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the Shares.

DARKTRACE

DARKTRACE PLC

(incorporated in England and Wales with registered number 13264637)

Notice of Annual General Meeting

This document should be read in its entirety. Your attention is drawn to the letter from the Chair as set out on page 2 of this document. Your Board is unanimously recommending that you vote in favour of Resolutions 1–21 set out in the notice of annual general meeting referred to below.

Notice of the annual general meeting of Darktrace to be held at the offices of Latham & Watkins (London) LLP at 99 Bishopsgate, London EC2M 3XF, United Kingdom, at 11.00 a.m. (UK time) on Thursday, 7 December 2023 (the "AGM") is set out in this document.

Shareholders will find enclosed a Form of Proxy for use at the AGM. To be valid for use at the AGM, the Form of Proxy must be completed and returned, in accordance with the instructions printed thereon, to Darktrace's share registrar, Equiniti Limited, as soon as possible and, in any event, the Form of Proxy must arrive by 11.00 a.m. (UK time) on Tuesday, 5 December 2023. The completion and return of a Form of Proxy will not preclude Shareholders from attending and voting in person at the AGM should they subsequently wish to do so.

Shareholders should submit their votes via proxy as early as possible. Further instructions on completion of the form of proxy are set out in the 'Notes to the Notice of Annual General Meeting' section of this document. CREST members may also vote electronically through the CREST electronic proxy appointment service. In addition, Forms of Proxy can also be submitted by Shareholders electronically (even outside CREST) by visiting www.sharevote.co.uk or emailing a scanned copy of the signed personalised Form of Proxy to [email protected]. In addition, 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 Darktrace and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged on Proxymity by 11.00 a.m. (UK time) on Tuesday, 5 December 2023 in order 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. Please contact the Equiniti helpline on +44 (0)371 384 2030 for any further guidance.

YOU ARE REQUESTED TO COMPLETE AND RETURN THE ENCLOSED FORM OF PROXY IN ACCORDANCE WITH THE INSTRUCTIONS HEREIN.

LETTER FROM THE CHAIR

DARKTRACE PLC

Incorporated and registered in England and Wales with Registration No. 13264637

Directors:
Gordon Hurst (Non-Executive Chair)
Poppy Gustafsson OBE (Chief Executive Officer)
Catherine Graham (Chief Financial Officer)
Stephen Shanley (Non-Executive Director)
Johannes Sikkens (Non-Executive Director)
Patrick Jacob (Non-Executive Director)
Lord Willetts (Independent Non-Executive Director)
Paul Harrison (Independent Non-Executive Director)
Sir Peter Bonfield CBE, FREng (Independent Non-Executive Director)
Elaine Bucknor (Independent Non-Executive Director)

Registered office:
Maurice Wilkes Building
St John's Innovation Park
Cowley Road
Cambridge
CB4 0DS

7 November 2023

Dear Shareholder,

INTRODUCTION

I am pleased to invite you to the 2023 Annual General Meeting of Darktrace plc ("Darktrace"), which will be held at the offices of Latham & Watkins (London) LLP at 99 Bishopsgate, London EC2M 3XF, United Kingdom, at 11.00 a.m. (UK time) on Thursday, 7 December 2023 (the "AGM").

The purpose of this letter is to provide you with an explanation of the resolutions to be proposed at the AGM (the "Resolutions") and to seek your approval of them. The notice of the AGM is set out at the end of this document.

Resolutions 1 to 16 are proposed as ordinary resolutions, which means that for each of those Resolutions to be passed, more than half the votes cast must be in favour of the Resolution. Resolutions 17 to 21 are proposed as special resolutions, which means that for each of those Resolutions to be passed, at least 75 per cent. of the votes cast must be in favour of the Resolution.

All of the Resolutions to be proposed at the AGM (including the proposals outlined above) will be taken on a poll and are explained in further detail below.

ORDINARY BUSINESS

The ordinary business of the AGM comprises Resolutions 1 to 16 inclusive.

Resolution 1 – To receive the annual report and accounts

The Directors must present the report of the Directors and the accounts of Darktrace for the year ended 30 June 2023 (the "2023 Annual Report") to Shareholders at the AGM. The Board asks that Shareholders receive the reports of the Directors and the financial statements for the year ended 30 June 2023, together with the report of the auditor, Grant Thornton UK LLP.

Resolution 2 – Appointment of auditor

Shareholders are required to appoint the auditor at each annual general meeting at which audited accounts are presented to Shareholders. Resolution 2 proposes the appointment of Grant Thornton UK LLP as the auditor of Darktrace and to hold office until the conclusion of the next annual general meeting of Darktrace at which accounts are laid.

Resolution 3 – Auditor's Remuneration

It is also normal practice for the Directors to be authorised to determine the level of the auditor's remuneration for the ensuing year. Shareholders are being asked to authorise the Directors to determine Grant Thornton UK LLP's remuneration as auditors.

Resolution 4 to 13 – Election and Re-election of Directors

In accordance with the UK Corporate Governance Code, all of the Directors of Darktrace will retire at the AGM and offer themselves for re-election. Resolutions 4 to 11 seek your approval to re-elect the relevant individuals as Directors and Resolutions 12 and 13 seek your approval to elect Patrick Jacob and Elaine Bucknor as Directors. The biographies of each of these Directors are included in the 2023 Annual Report at pages 82–85.

The Nomination Committee is responsible for evaluating the balance of skills, knowledge and experience of the Directors, alongside the composition and structure of the Board and makes recommendations to the Board on retirements and appointments of additional and replacement Directors, including succession planning.

The Nomination Committee continues its process of succession planning and further strengthening the Board by increasing the diversity of skills, background and experience amongst board members, with a particular focus on US experience. As part of this, the Nomination Committee is in the process of a further search for an additional independent Non-Executive Director and has engaged Heidrick & Struggles to support this process. The Nomination Committee meets regularly with the Heidrick & Struggles team to monitor the progress of the search process. Heidrick & Struggles have no other connection with Darktrace or with individual Directors other than to provide recruitment services. The Nomination Committee expects to appoint at least one additional independent non-executive director during the course of the next year.

One of the key considerations on any appointment to the Board relates to diversity. The Board's policy is to continue to seek diversity, including with regard to gender, as part of the overall selection of the best candidates for Non-Executive Director roles. Any appointments to Executive Director roles will also be made within Darktrace's aims for its people and culture as set out in the Strategic Report of the 2023 Annual Report.

In addition to reviewing the independence and diversity of the Board and its committees, the Nomination Committee has conducted an internal evaluation during the course of the year through an evaluation questionnaire provided to each of the Directors. The Board has considered the results of this evaluation and is looking to address areas highlighted in the evaluation results as set out in the Directors' Report in the 2023 Annual Report. During the course of the next financial year, an external evaluation of the performance of the Board, its individual Directors and its Committees, and of the performance of the Chair of the Board will be undertaken.

The performance of each of the Non-Executive Directors continues to be effective and to demonstrate commitment to their role. The Nomination Committee considers that they each provide distinct and valuable input to the overall operation of the Board and the Nomination Committee continues in its efforts to strengthen the composition of the Board and its succession planning.

Taking into consideration the guidance provided by the UK Corporate Governance Code, along with the experience and standing of each of the Independent Non-Executive Directors, the Board is satisfied that each of the Independent Non-Executive Directors offering themselves for election and re-election is independent in character and judgement and there are no relationships or circumstances which are likely to affect their character or judgement. Gordon Hurst, the non-executive Chair was also considered independent upon appointment.

Resolution 14 – Authority to allot relevant securities

Darktrace requires the flexibility to allot Shares from time to time. The Directors will be limited as to the number of Shares they can allot at any time because allotment authority is required under the Companies Act 2006 as amended (the "Act"), save in respect of employee share schemes.

The Investment Association's guidelines (as updated in February 2023) on directors' allotment authority state that the Association's members will regard as routine any proposal at a general meeting to seek a general authority to allot an amount up to two-thirds of the existing share capital, provided that any amount in excess of one-third of the existing share capital is applied to fully pre-emptive rights issues only.

The Directors' existing authority to allot "relevant securities" (including Shares and/or rights to subscribe for or convert into Shares), which was granted (pursuant to section 551 of the Act) at the annual general meeting held on 3 November 2022, will expire at the end of this year's AGM. Accordingly, Resolution 14 would renew and increase this authority (until the next annual general meeting or unless such authority is revoked or renewed prior to such time) by authorising the Directors (pursuant to section 551 of the Act) to allot relevant securities. Resolution 14.1 will allow Darktrace to allot Shares and to grant rights to subscribe for or to convert any security into Shares up to an aggregate nominal amount of £4,668,325.13 representing approximately two-thirds of the current issued ordinary share capital of Darktrace in connection with a pre-emptive offer in favour of Shareholders. This maximum is reduced by the nominal amount of any Relevant Securities allotted pursuant to the authority in Resolution 14.2 in line with the guidance issued by the Investment Association, up to an aggregate nominal amount of £2,334,162.56 representing one-third of the current issued ordinary share capital of Darktrace (excluding treasury shares). Resolution 14.2 will allow Darktrace, in any other situations, to allot Shares and to grant rights to subscribe for or to convert any security into Shares up to an aggregate nominal amount of £2,334,162.56 representing approximately one-third of the current issued ordinary share capital of Darktrace prior to any reductions.

This Resolution is in line with guidance issued by the Investment Association (as updated in February 2023).

Save in respect of the issue of new Shares pursuant to Darktrace's employee share schemes (including the Darktrace plc 2021 Award Incentive Plan), the Directors currently have no plans to allot relevant securities, but the Directors believe it to be in the interests of Darktrace for the Board to be granted this authority, to enable the Board to take advantage of appropriate opportunities which may arise in the future.

Darktrace held 3,419,147 Shares in treasury as at 2 November 2023 being the last practicable date prior to publication of this document.

Resolution 15 – Report of the Remuneration Committee

In line with section 439 of the Act, Resolution 15 seeks to approve the Report of the Remuneration Committee (excluding the Directors' Remuneration Policy), as set out on pages 106 to 129 of the 2023 Annual Report and which includes a statement from the Chair of the Remuneration Committee and details of the Directors' remuneration for the year ended 30 June 2023 and operation of the Directors' Remuneration Policy for the year ended 30 June 2024.

A summary of the Directors' Remuneration Policy approved at the 2021 AGM can be found on pages 110–119 of the 2023 Annual Report.

The vote on this Resolution 15 is advisory and does not affect the future remuneration paid to any Director.

Resolution 16 – Political Donations and Political Expenditures

Resolution 16 will be proposed as an ordinary resolution to authorise Darktrace to make political donations and incur political expenditure for the period from the date of the AGM to the conclusion of the next annual general meeting up to a maximum aggregate amount of £100,000.

Part 14 of the Act requires companies to obtain the approval of Shareholders before political donations exceeding £5,000 in aggregate in any 12-month period are made to (i) political parties, (ii) other political organisations, and (iii) independent election candidates.

Although Darktrace does not make what are usually regarded as political donations, it may incur expenditure on such items as sponsorship or attendance at political discussions organised by political parties on a non-partisan basis in order to make them aware of industry trends and key arguments affecting our industry. Some of these activities may be caught by the broad definitions in the Act, and this Resolution is being proposed on a precautionary basis to allow Darktrace to continue its current activities.

SPECIAL BUSINESS

The special business to be considered at the AGM comprises Resolutions 17 to 21 inclusive.

Resolution 17 and 18 – Disapplication of statutory pre-emption rights

The Act provides that if Darktrace allots new Shares or sells treasury Shares for cash, it must first offer these securities to existing Shareholders in proportion to their existing holdings, unless such pre-emption rights are disapplied by Shareholders under the Act. The authority given to the Directors at the annual general meeting held on 3 November 2022 to allot shares for cash on a non-pre-emptive basis pursuant to the Act will expire on the date of the AGM.

Resolution 17 will authorise the Directors to allot equity securities or sell pursuant to the authority given under Resolution 17 for cash in connection with (i) a pre-emptive offer, or (ii) on a non-pre-emptive basis up to a maximum aggregate nominal amount of £700,248.77, representing approximately 10 per cent. of Darktrace's current issued ordinary share capital, and (iii) a follow-on offer on a non-pre-emptive basis up to a maximum of 20 per cent. of any allotment of equity securities or sale of treasury shares from time to time under (ii) above, solely when an allotment of shares has been made under paragraph (ii) above. Save in respect of the issue of new Shares pursuant to Darktrace's employee share schemes (including the Darktrace plc 2021 Award Incentive Plan), the Directors have no present intention of exercising this authority.

This resolution is in line with guidance issued by the Investment Association (as updated in February 2023) and the Pre-Emption Group's Statement of Principles (as updated in November 2022) (the "Statement of Principles"), and the template resolutions published by the Pre-Emption Group in November 2022.

The Pre-Emption Principles allow the authority for an issue of shares otherwise than in connection with a preemptive offer to be increased from 10 per cent. to 20 per cent. of Darktrace's issued ordinary share capital, provided that Darktrace confirms that it intends to use the additional 10 per cent. authority only in connection with an acquisition or specified capital investment. Resolution 18 will additionally authorise the Board to allot new Shares (or sell treasury Shares) for cash, without the Shares first being offered to existing Shareholders in proportion to their existing holdings, up to a nominal amount of £700,248.77 (that is approximately 10 per cent. of Darktrace's current issued ordinary share capital) in connection with an acquisition or specified capital investment which is announced contemporaneously with the issue, or which has taken place in the preceding twelve-month period and is disclosed in the announcement of the issue. Further, Resolution 18.3 will authorise the Directors to allot equity securities or sell pursuant to the authority given under Resolution 18 for cash in connection with a follow-on offer on a non-pre-emptive basis up to a maximum of 20 per cent. of any allotment of equity securities or sale of treasury shares from time to time when an allotment of shares has been made (or treasury Shares sold) under Resolution 18.2. The follow-on offer must be determined by the directors to be of a kind contemplated by the Statement of Principles.

The authorities granted under Resolutions 17 and 18 will expire at the end of the next annual general meeting or fifteen months from the date of this Resolution, whichever is earlier.

Resolution 19 – Authority to purchase Darktrace's own Shares

Resolution 19 seeks to grant the Directors authority (until the next annual general meeting or fifteen months from the date of this Resolution (if earlier), unless such authority is revoked or renewed from time to time) to make market purchases of Darktrace's own Shares with an aggregate nominal value of up to £700,248.77 (amounting to 70,024,877 Shares as at the date of the notice) representing 10 per cent. of the current issued share capital of Darktrace.

The maximum price payable for each Share would be an amount equal to the higher of (a) 5 per cent. over the average market value of the Shares for the five Business Days immediately preceding the date on which Darktrace agrees to buy the Shares concerned, based on the share price published in the Daily Official List of the London Stock Exchange plc; and (b) an amount equal to the higher of the price of the last independent trade and the highest current independent purchase bid at the time on the trading venue where the purchase is carried out, including when the shares are traded on different trading venues. The minimum price would be the nominal value of £0.01 per Share, being the nominal value of the Shares.

Subject to Resolution 19 being passed, the Directors may repurchase Shares and the Directors consider that it is in the best interests of Darktrace and its Shareholders to keep the ability to make market purchases of Darktrace's own Shares in appropriate circumstances, without the cost and delay of a general meeting. The authority would only be exercised if the Directors believe the purchase would enhance earnings per Share and be in the best interests of Shareholders generally. Subject to Darktrace's obligations under the Listing Rules and MAR, the Directors reserve the right to purchase Darktrace's Shares otherwise than in accordance with Article 5 of MAR.

Darktrace may either cancel any Shares it purchases under this authority or transfer them into treasury (and subsequently sell or transfer them out of treasury or cancel them).

Resolution 20 – Authority to buy-back the Relevant Shares and related matters

As set out on page 99 - 100 of the 2023 Annual Report in the section entitled "Prior year share-buyback and distributable reserve" in the Report of the Audit & Risk Committee, prior to purchasing its own Shares, Darktrace is required to ensure that it has the requisite level of distributable profits and the requisite level of net assets by reference, in each case, to the relevant accounts (as defined in the Act). Where relevant, Darktrace is also required to prepare interim accounts (as defined in the Act) showing the requisite level of distributable reserves and/or net assets and file them at Companies House prior to undertaking a distribution.

In December 2021 certain distributions were made otherwise than in accordance with the Act. While it was established in advance that Darktrace had sufficient distributable reserves to undertake its share buyback programme as announced on 6 December 2021 (the "2021 Share Buyback"), the Board subsequently became aware that Darktrace had not prepared and filed with Companies House relevant interim accounts showing the requisite level of distributable reserves to undertake the 2021 Share Buyback. As a result, despite there being sufficient distributable reserves available to Darktrace to undertake the Relevant Share Buyback, the buyback of 2,460,678 Shares (the "Relevant Shares") pursuant to the 2021 Share Buyback was made otherwise than in accordance with the Act (the "Relevant Share Buyback").

In order to: (i) remedy the potential consequences of the Relevant Share Buyback having been undertaken by Darktrace otherwise than in accordance with the Act; (ii) put all potentially impacted parties so far as possible in the position that they were intended to be had the Relevant Share Buyback been made in accordance with the requirements of the Act, Darktrace is proposing Resolution 20. If passed, the effect of Resolution 20 will be to: (i) authorise and confirm the appropriation of the relevant distributable profits of Darktrace to the Relevant Share Buyback; and (ii) authorise Darktrace to enter into the buyback deed with Jefferies International Limited ("Jefferies") to acquire the Relevant Shares, pursuant to which Darktrace will also waive and release any claims which it has or may have against Jefferies in respect of the monies paid by Darktrace to them in respect of the Relevant Shares. Further, as a matter of common law, the appropriation of the distributable profits of Darktrace to payment for the Relevant Share Buyback is also required to be approved by the Shareholders.

Due to the fact that the Relevant Share Buyback was undertaken otherwise than in accordance with the Act, title to the Relevant Shares did not transfer to Darktrace from Jefferies, who were acting as Darktrace's broker for the Relevant Share Buyback. Darktrace is therefore proposing to enter into a buyback deed with Jefferies to, inter alia, effect the lawful transfer of the Relevant Shares, therefore transferring equitable title in the Relevant Shares from Jefferies to Darktrace in accordance with the Act. Darktrace has been further advised that Jefferies is entitled to be reinstated on the Darktrace register of members in respect of the Relevant Shares evidencing their legal title over the Relevant Shares. Immediately following this reinstatement, Darktrace will purchase the Relevant Shares for an aggregate consideration of £1 payable to Jefferies, and Jefferies will not be required to account for the monies originally paid by Darktrace in respect of the Relevant Shares. Immediately following entry into the buyback deed, the Relevant Shares will be bought back by Darktrace.

Pursuant to the buyback deed, Darktrace will also waive any rights or claims which it has or may have against Jefferies in respect of the Relevant Share Buyback and the monies paid by Darktrace to Jefferies in respect of the Relevant Shares. In addition, Jefferies will acknowledge that its reinstatement on the Darktrace register of members in respect of the Relevant Shares will satisfy Darktrace's obligation to restore legal title in the Relevant Shares to it.

Jefferies will also waive any rights or claim it has or may have to dividends otherwise due in respect of the Relevant Shares, any rights or claims it has or may have to the current value of the Relevant Shares and any other rights, claims, interests or benefits which may have arisen in respect of the Relevant Shares prior to the date of the buyback deed.

The entry by Darktrace into the buyback deed will result in Darktrace's distributable reserves being reduced by £1. Otherwise, it will have no effect on Darktrace's financial position.

The entry by Darktrace into the buyback deed with Jefferies requires Shareholder authorisation under section 694 of the Act. For the purposes of the Act, the buyback deed will constitute an "off-market" purchase contract where the Relevant Shares will be purchased otherwise than on a recognised investment exchange. Specific authority to make these off-market purchases is being sought in this Resolution 20.

The approach that Darktrace is proposing in respect of the Relevant Share Buyback is consistent with the approach taken by other UK listed companies that have, similarly, made distributions otherwise than in accordance with the Act.

Resolution 21 – Notice of general meetings, other than annual general meetings

Section 307A of the Act provides that a general meeting of a 'traded company' must be called by at least 21 days' notice but may be called by at least 14 days' notice if three conditions are met. The three conditions are that:

(a) the meeting is not an annual general meeting;

(b) the company offers 'the facility for shareholders to vote by electronic means accessible to all shareholders'. This condition is met if there is a facility to appoint a proxy by means of a website; and

(c) shareholders have approved the holding of general meetings on 14 clear days' notice by passing a special resolution at the previous annual general meeting or at a general meeting held since then.

Resolution 21 is proposed to authorise Darktrace to hold general meetings on 14 clear days' notice. The notice period required by the Act for general meetings of Darktrace is 21 days, unless Shareholders approve a shorter notice period, which cannot be less than 14 clear days. Annual general meetings must always be held on at least 21 clear days' notice.

The Directors consider it desirable that they have the option to call general meetings of Darktrace, other than the annual general meeting, on at least 14 clear days' notice if there are circumstances where that is appropriate. The Directors will only use such authority when to do so would clearly be advantageous to shareholders as a whole and the matter to be considered is time sensitive and in accordance with the requirements of the Act.

Resolution 21, which will be proposed as a special resolution, will implement this proposal and the authority of this resolution will expire at the conclusion of the next annual general meeting to be held in 2024 when it is intended that a similar resolution will be proposed in order to renew this authority.

Recommendation

The Directors believe that the proposed Resolutions 1–21 to be considered at the AGM are in the best interests of Darktrace and its shareholders as a whole and therefore, the Directors unanimously recommend that you vote in favour of the Resolutions, as they intend to do in respect of their own beneficial holdings, totalling 15,392,946 Shares, in aggregate, and representing 2.20% of the current issued ordinary share capital of Darktrace as at 2 November 2023 being the last practicable date prior to publication of this document.

Yours sincerely,

Gordon Hurst

Chair

NOTICE OF ANNUAL GENERAL MEETING

DARKTRACE PLC

(incorporated in England and Wales with registered number 13264637)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Darktrace will be held at the offices of Latham & Watkins (London) LLP at 99 Bishopsgate, London EC2M 3XF, United Kingdom at 11.00 a.m. (UK time) on Thursday, 7 December 2023 for the purpose of considering and, if thought fit, passing the following Resolutions.

Resolutions 1 to 16 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes must be cast in favour of the resolution. Resolutions 17 to 21 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.

In this notice, references to the "current issued share capital of Darktrace" are to the 703,667,916 issued ordinary shares of £0.01 each (of which 3,419,147 ordinary shares are held in Treasury) in the capital of Darktrace as at the close of business on 2 November 2023 (being the latest practicable date before the publication of this document).

ORDINARY RESOLUTIONS

Reports and accounts

THAT Darktrace's annual report and financial statements (including the accounts and the reports of the Directors and the auditors of Darktrace, Grant Thornton UK LLP) for the financial year ended 30 June 2023 (the "2023 Annual Report") be received.

Re-appointment of Auditors

THAT Grant Thornton UK LLP be re-appointed as auditors of Darktrace until the next annual general meeting.

Auditor's Remuneration

THAT the Directors be authorised to determine the remuneration of the auditors, Grant Thornton UK LLP.

Election and Re-election of Directors

THAT Gordon Hurst be re-elected as a Director.
THAT Poppy Gustafsson OBE be re-elected as a Director.
THAT Catherine Graham be re-elected as a Director.
THAT Stephen Shanley be re-elected as a Director.
THAT Johannes Sikkens be re-elected as a Director.
THAT Lord Willetts be re-elected as a Director.
THAT Paul Harrison be re-elected as a Director.
THAT Sir Peter Bonfield CBE, FREng be re-elected as a Director.
THAT Patrick Jacob be elected as a Director.
THAT Elaine Bucknor be elected as a Director.

Authority to allot Shares

THAT the Directors be generally and unconditionally authorised under section 551 of the Act to exercise all powers of Darktrace to allot equity securities (within the meaning of section 560 of the Act) and to grant rights to subscribe for, or to convert any security into, Shares in Darktrace:

14.1 up to a maximum aggregate nominal amount equal to £4,668,325.13 (being equal to two-thirds of the nominal value of Darktrace's current issued share capital), such amount to be reduced by the nominal amount of any equity securities allotted pursuant to the authority in Resolution 14.2, in connection with an offer by way of a pre-emptive offer:

14.1.1 to holders of Shares in proportion (as nearly as may be practicable) to their respective holdings; and
14.1.2 to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and

14.2 in any other case, up to an aggregate nominal amount of £2,334,162.56 (being equal to one-third of the nominal value of Darktrace's current issued share capital), such amount to be reduced by the nominal amount of any equity securities allotted pursuant to the authority in Resolution 14.1 above in excess of £2,334,162.56;

provided that such authority shall expire (unless previously revoked by Darktrace) at the conclusion of the next annual general meeting of Darktrace after passing of this Resolution or fifteen months from the date of this Resolution, whichever is earlier, save that in each case Darktrace may, before such expiry, make an offer or agreement which would or might require equity securities to be granted after the authority has expired and the Directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that this authority has expired.

Report of the Remuneration Committee

THAT the Report of the Remuneration Committee (excluding the Directors' Remuneration Policy), as set out on pages 106 to 129 in the 2023 Annual Report be approved.

Political Donations and Political Expenditures

THAT, in accordance with Part 14 of the Act, Darktrace and every other company which is now or may become a subsidiary of Darktrace at any time during the period during which this resolution is in force be authorised to make political donations and incur political expenditure for the period from the date of the AGM to the conclusion of the next annual general meeting up to a maximum aggregate amount of £100,000. For the purpose of this resolution, the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' have the meanings set out in sections 363 and 365 of the Act.

SPECIAL RESOLUTIONS

Authority to dis-apply pre-emption rights

THAT, subject to the passing of Resolution 14 above, the Directors be generally and unconditionally empowered to exercise all the powers of Darktrace to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authorisation conferred by Resolution 14 above and/or to sell Shares held by Darktrace as treasury shares for cash, in each case, as if section 561 of the Act did not apply to the allotment, provided that this power shall be limited to:

17.1 the allotment of equity securities or sale of treasury shares in connection with an offer or issue by way of a pre-emptive offer pursuant to an authority granted under Resolution 14.1 to:

17.1.1 Shareholders in proportion (as nearly as may be practicable) to their existing holdings of Shares;

17.1.2 holders of other equity securities, if this is required by the rights of those securities or, if the Directors consider it necessary,

but subject to such exclusions or other arrangements as the Directors may consider necessary, expedient or appropriate in relation to treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory (including the requirements of any regulatory body or stock exchange) or any other matter;

17.2 otherwise than pursuant to 17.1 above, the allotment of further equity securities or sale of treasury shares up to an aggregate nominal amount of £700,248.77 (representing no more than 10 per cent. of the current issued share capital of Darktrace); and

17.3 the allotment of equity securities or sale of treasury shares (otherwise than under Resolution 17.1 or Resolution 17.2 above) up to a nominal amount equal to 20 per cent. of any allotment of equity securities or sale of treasury shares from time to time under Resolution 17.2 above, such authority to be used only for the purposes of making a follow-on offer which the Board of Darktrace determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice of the annual general meeting at which these resolutions were passed,

such authority shall expire (unless previously revoked by Darktrace) at the conclusion of the next annual general meeting of Darktrace after this Resolution is passed or fifteen months from the date of this Resolution, whichever is earlier, save that in each case, Darktrace may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted (or treasury shares to be sold) after the authority expires and the Directors may allot equity securities (or sell treasury shares) in pursuance of any such offer or agreement as if this authority had not expired.

Authority to dis-apply pre-emption rights for acquisitions and other capital investment

THAT, subject to the passing of Resolution 14 above, the Directors be generally and unconditionally empowered in addition to any authority granted under Clause 17 above to exercise all the powers of Darktrace to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authorisation conferred by Resolution 14 above and/or to sell ordinary shares held by Darktrace as treasury shares for cash, in each case, as if section 561 of the Act did not apply to the allotment, provided that this power shall be limited to:

18.1 the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £700,248.77 (representing no more than 10 per cent. of the current issued share capital of Darktrace);

18.2 used only for the purpose of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors determine to be an acquisition or a specified 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 the date of this notice of the AGM at which these resolutions were passed; and

18.3 the allotment of equity securities or sale of treasury shares (otherwise than under Resolution 18.1 or Resolution 18.2 above) up to a nominal amount equal to 20 per cent. of any allotment of equity securities or sale of treasury shares from time to time under Resolution 18.2 above, such authority to be used only for the purposes of making a follow-on offer which the Board of Darktrace determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice of the AGM at which these resolutions were passed,

Purchase of own Shares

THAT Darktrace be generally and unconditionally authorised pursuant to section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of any its Shares on such terms and in such manner as the Directors shall from time to time determine, provided that such power be limited:

19.1 to a maximum number of Shares with an aggregate nominal value of up to £700,248.77 (amounting to 70,024,877 Shares as at the date of the notice) representing 10 per cent. of the current issued share capital of Darktrace;

19.2 by the condition that Darktrace does not pay less (exclusive of expenses) for each Share than the nominal value of such Share and the maximum price which may be paid for a Share (exclusive of expenses) is the higher of:

19.2.1 5 per cent. over the average market value of the Shares for the five Business Days immediately preceding the date on which Darktrace agrees to buy the Shares concerned, based on the share price published in the Daily Official List of the London Stock Exchange plc; and

19.2.2 an amount equal to the higher of the price of the last independent trade and the highest current independent purchase bid at the time on the trading venue where the purchase is carried out,

such authority shall expire at the conclusion of the next annual general meeting of Darktrace or fifteen months from the date of this Resolution, whichever is earlier, unless previously revoked, varied or renewed, provided that if Darktrace has agreed before such expiry to purchase Shares where these purchases will or may be executed (either wholly or in part) after the authority terminates Darktrace may complete such a purchase as if the authority conferred hereby had not expired.

Authority to buy-back the Relevant Shares and related matters

THAT in relation to Darktrace's purchase of 2,460,678 Shares (the "Relevant Shares") between 6 December 2021 and 31 December 2021 (inclusive) (the "Relevant Share Buyback"):

20.1 the appropriation of distributable profits of Darktrace (as shown in the 2023 Annual Report) to the payment of the purchase prices paid in respect of the Relevant Share Buyback be and is hereby authorised and confirmed;

20.2 Darktrace hereby confirms the transfer of the amount equivalent to the nominal value of 2,460,678 Shares purportedly purchased pursuant to the Relevant Share Buyback from Darktrace's share capital to the capital redemption reserve;

20.3 Darktrace be and is hereby authorised for the purposes of section 694 of the Act to make "off-market" purchases (within the meaning of section 693(2) of the Act) of, in aggregate, 2,460,678 Shares in accordance with the proposed buyback deed to be entered into between Darktrace and Jefferies International Limited ("Jefferies"), in such form as produced to the meeting and initialled by the Chair for the purposes of identification, for an aggregate consideration of £1 payable to Jefferies (the "Buyback Deed"), such authority to expire at the conclusion of the next annual general meeting of Darktrace after passing of this Resolution or fifteen months from the date of this Resolution, whichever is earlier (unless renewed, varied or revoked by Darktrace prior to or on that date);

20.4 any Director in the presence of a witness, or any two Directors or any Director and the Company Secretary be authorised to execute the Buyback Deed as a deed for and on behalf of Darktrace;

20.5 any and all claims which Darktrace has or may have arising out of or in connection with the payments made for the Relevant Share Buyback (including any related interest thereon) against Jefferies be waived and released in accordance with the Buyback Deed; and

20.6 any distribution involved in the giving of the release to Jefferies pursuant to the terms of the Buyback Deed in relation to the Relevant Share Buyback be made out of the relevant distributable profits of Darktrace appropriated to the Relevant Share Buyback by reference to a payment date identical to the payment date for the Relevant Share Buyback.

Notice of general meetings, other than annual general meetings

THAT, as permitted by section 307A of the Act, a general meeting of Darktrace, other than an annual general meeting, may be called on not less than 14 clear days' notice.

Registered Office:
Maurice Wilkes Building
St John's Innovation Park
Cowley Road, Cambridge
United Kingdom, CB4 0DS

Dated 7 November 2023

By Order of the Board

James Sporle
Company Secretary

NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

(a) Any member entitled to attend and vote at the AGM is entitled to appoint one or more proxies (who need not be a member of Darktrace) to attend and to vote instead of the member. Completion and return of a form of proxy will not preclude a member from attending and voting at the meeting in person, should they subsequently decide to do so.

(b) 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 shall be determined by the order in which the names stand in the register of members.

(c) The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from Darktrace in accordance with section 146 of the Act ("Nominated Persons"). Nominated Persons may have a right under an agreement with the registered shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if Nominated Persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

(d) In order to be valid, any form of proxy and power of attorney or other authority under which it is signed, or a notarially certified or office copy of such power or authority, must reach Darktrace's Registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA not less than 48 business hours before the time of the AGM or of any adjournment of the AGM.

(e) As an alternative to completing a hard copy Form of Proxy, a member can appoint a proxy electronically by visiting www.sharevote.co.uk. You will need your Voting I.D., Task I.D. and Shareholder Reference Number (this is the series of numbers printed under your name on the Form of Proxy). Full instructions are given on the website. The proxy appointment and instructions should reach Equiniti Limited not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. You are advised to read the terms and conditions of use carefully. Any electronic communication found to contain a computer virus will not be accepted.

(f) CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so 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 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.

(g) 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 (available by logging in at www.euroclear.com). 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 RA19) by 11.00 a.m. (UK time) on Tuesday, 5 December 2023. 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) 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.

(h) 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 message. 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, to procure that their 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.

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

(j) Institutional investors may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by Darktrace and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11.00 a.m. (UK time) on Tuesday, 5 December 2023 in order to be considered valid. Before a proxy can be appointed via this process Proxymity's associated terms and conditions will need to have been agreed to. It is important that these terms and conditions are read carefully as the member will be bound by them and they will govern the electronic appointment of the proxy.

(k) Any member attending the AGM is entitled, pursuant to section 319A of the Act to ask any question relating to the business being dealt with at the meeting. Darktrace will answer any such questions unless (i) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; or (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 Darktrace or the good order of the meeting that the question be answered.

(l) Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.

(m) 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, the proxy will vote or abstain from voting at his or her discretion. The proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the AGM.

(n) A form to be used for appointing a proxy for this meeting to vote on the member's behalf is enclosed with this notice.

(o) The right of members to vote at the AGM is determined by reference to the register of members. As permitted by section 360B(3) of the Act and Regulation 41 of the Uncertificated Securities Regulations 2001, shareholders (including those who hold shares in uncertificated form) must be entered on Darktrace's share register at 6.30 p.m. (UK time) on 5 December 2023 in order to be entitled to attend and vote at the AGM. Such shareholders may only cast votes in respect of shares held at such time. Changes to entries on the relevant register after that time shall be disregarded in determining the rights of any person to attend or vote at the meeting.

(p) The total number of ordinary shares of £0.01 in issue as at 2 November 2023, being the last practicable day before printing this document was 703,667,916 ordinary shares and the total voting rights was 700,248,769.

(q) Pursuant to Chapter 5 of Part 16 of the Act (sections 527 to 531), where requested by either a member or members having a right to vote at the meeting and holding at least 5 per cent. of total voting rights of Darktrace or at least 100 members having a right to vote at the meeting and holding, on average, at least £100 of paid up share capital, Darktrace must publish on its website, a statement setting out any matter that such member or members propose to raise at the AGM relating to the audit of Darktrace's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM. Where Darktrace is required to publish such a statement on its website it may not require the members making the request to pay any expenses incurred by Darktrace in complying with the request, it must forward the statement to Darktrace's auditors no later than the time the statement is made available on Darktrace's website, and the statement may be dealt with as part of the business of the AGM. A member or members wishing to request publication of such a statement on Darktrace's website must send the request to Darktrace using one of the following methods:

(i) James Sporle, Company Secretary, at Maurice Wilkes Building, St John's Innovation Park, Cowley Road, Cambridge, United Kingdom, CB4 0DS – the request must be signed by the member; or

(ii) by e-mail to [email protected],

whichever form of communication is chosen, the request must either set out the statement in full or, if supporting a statement sent by another member, clearly identify the statement which is being supported, and be received by Darktrace at least one week before the AGM.

(r) The results of voting at the AGM will be announced through a Regulatory Information Service and will appear on our website on 7 December 2023 or shortly thereafter.

(s) Members may not use any electronic address provided in either this Notice of AGM or any related documents to communicate with Darktrace for any purposes other than those expressly stated.

(t) Copies of this document and the Buyback Deed will be available free of charge during normal business hours on weekdays (excluding Saturday, Sunday and public holidays) from the date hereof until 7 December 2023 from Darktrace's Registered Office. Copies will also be available to download from Darktrace's website at https://www.darktrace.com.

Park Communications 50831.02

AI assistant

Darktrace PLC Proxy Solicitation & Information Statement 2023

5064_agm-r_2023-11-08_05c97f5e-e181-40dd-ae5b-7b568de20a26.pdf

Resolution 15 – Report of the Remuneration Committee

Resolution 16 – Political Donations and Political Expenditures

Resolution 17 and 18 – Disapplication of statutory pre-emption rights

Resolution 19 – Authority to purchase Darktrace's own Shares

Resolution 20 – Authority to buy-back the Relevant Shares and related matters

Resolution 21 – Notice of general meetings, other than annual general meetings

Recommendation

ORDINARY RESOLUTIONS

Reports and accounts

Re-appointment of Auditors

Auditor's Remuneration

Election and Re-election of Directors

Authority to allot Shares

Report of the Remuneration Committee

Political Donations and Political Expenditures

SPECIAL RESOLUTIONS

Authority to dis-apply pre-emption rights

Authority to dis-apply pre-emption rights for acquisitions and other capital investment

Purchase of own Shares

Authority to buy-back the Relevant Shares and related matters

Notice of general meetings, other than annual general meetings

NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

AI assistant

Darktrace PLC — Proxy Solicitation & Information Statement 2023

5064_agm-r_2023-11-08_05c97f5e-e181-40dd-ae5b-7b568de20a26.pdf

Resolution 15 – Report of the Remuneration Committee

Resolution 16 – Political Donations and Political Expenditures

Resolution 17 and 18 – Disapplication of statutory pre-emption rights

Resolution 19 – Authority to purchase Darktrace's own Shares

Resolution 20 – Authority to buy-back the Relevant Shares and related matters

Resolution 21 – Notice of general meetings, other than annual general meetings

Recommendation

ORDINARY RESOLUTIONS

Reports and accounts

Re-appointment of Auditors

Auditor's Remuneration

Election and Re-election of Directors

Authority to allot Shares

Report of the Remuneration Committee

Political Donations and Political Expenditures

SPECIAL RESOLUTIONS

Authority to dis-apply pre-emption rights

Authority to dis-apply pre-emption rights for acquisitions and other capital investment

Purchase of own Shares

Authority to buy-back the Relevant Shares and related matters

Notice of general meetings, other than annual general meetings

NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

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Darktrace PLC Proxy Solicitation & Information Statement 2023