Datalex Plc — Proxy Solicitation & Information Statement 2021

Jun 8, 2021

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES SECTION OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

08 June 2021

DATALEX PLC ("Datalex" or the "Company") Publication of Circular and Notice of Extraordinary General Meeting

Further to the announcement dated 04 June 2021 in relation to its proposed Cornerstone Placing, Firm Placing and Placing and Open Offer (the "Capital Raise"), Datalex announces that it has today issued a circular to shareholders (the "Circular") containing a notice of an extraordinary general meeting to be held at 11:00 a.m. on 01 July 2021 at Block U, Eastpoint Business Park, Dublin 3, Ireland (the "EGM"). Completion of the Capital Raise is conditional, inter alia, upon the approval of the shareholder resolutions to be proposed at the EGM (the "Resolutions"). The Company has also today published an announcement which complies with the requirements of Schedule One to the Euronext Growth Market Rule Book comprising information required to be disclosed by companies transferring their securities from a Euronext Growth Designated Market to Euronext Growth. Following the approval of the Resolutions at the EGM, the Company will, following the EGM, update this Schedule One announcement.

The Circular will be sent to Shareholders later today, together with a Form of Proxy and, in the case of Qualifying Shareholders, the Application Form. The Circular is available for inspection in electronic form on the Company's website https://www.datalex.com/ and will be submitted to the Company Announcements Office, Euronext Dublin. Shareholders' attention is drawn to the letter from the Chairman of the Company that is set out in the Circular and which contains, amongst other things, the Directors' recommendation that Shareholders vote in favour of the Resolutions to be proposed at the EGM.

Goodbody Stockbrokers UC ("Goodbody") is acting as Financial Adviser, Bookrunner and Sponsor in connection with the Capital Raise and is also acting as Euronext Growth Adviser in connection with the transfer to Euronext Growth.

Capitalised terms used in this announcement (this "Announcement"), which have not been defined have the meanings given to them in the Circular, unless the context provides otherwise.

EGM ARRANGEMENTS AND COVID-19

The Company plans to conduct the EGM in accordance with the Irish Government's COVID-19 related public health measures and public health advice. Shareholders should expect the EGM to take place under constrained circumstances. The Company will ensure that all legal requirements of the meeting, in accordance with its Articles of Association, are satisfied with the minimum necessary quorum of three shareholders and physical distancing measures will be in place. The Company asks shareholders to adhere to Irish Government regulations and guidance and vote by proxy on the Resolutions set out in the Notice of EGM as early as possible. The Company reserves the right to refuse entry to the meeting where reasonably necessary to comply with the COVID-19 related public health measures and advice. Further details on how to submit a proxy are set out in the Notice of EGM.

The Company will continue to closely monitor the developing situation around COVID-19, including the latest Government guidance, and how this may affect the arrangements for the EGM. Consequently, the EGM is subject to change, possibly at short notice. If it becomes necessary or appropriate to revise the current arrangements for the EGM, further information will be made available as quickly as possible by RNS and on our website at www.datalex.com/investors.

To facilitate shareholder communication, the EGM will be broadcast by conference call. Details of the conference call will be available on our website www.datalex.com.

We would encourage shareholders who wish to submit questions at the EGM, to do so in advance by emailing company.secretary@datalex.com.

Enquiries

Datalex plc

+353 (0)1 806 3500

Sean Corkery, Chief Executive Officer Niall O'Sullivan, Chief Financial Officer Neil McLoughlin, General Counsel & Company Secretary

Goodbody Stockbrokers UC

+353 (0)1 667 0420

Bookrunner, Sponsor, Corporate Broker

John Flynn

Joe Gill

Edel O'Reilly

Important Notices

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Goodbody or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with the Firm Placing, Placing and Admission, and any liability therefor is expressly disclaimed.

Goodbody Stockbrokers UC ("Goodbody") , which is authorised and regulated in Ireland by the CBI, is acting for the Company as Financial Adviser, Bookrunner and Sponsor in connection with the Capital Raise and is also acting as Euronext Growth Adviser in connection with the transfer to Euronext Growth and no-one else in connection with the Capital Raise and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Goodbody by the Financial Services and Markets Act 2000 of the United Kingdom or by the regulatory regime established under it, neither Goodbody nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever to any person who is not a client for the contents of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of Goodbody or its affiliates in connection with the Company, the Placing Shares or the Firm Placing or Placing. Goodbody and each of its affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by the Goodbody or any of its affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement. Neither Goodbody nor any of its affiliates, directors, officers, employees, agents or advisors have authorised the contents of, or any part of, this Announcement.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This Announcement is not an offer of securities for sale into the United States. The offer and sale of the securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and such securities may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

This Announcement and the information contained herein is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively the "United States"), Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other state or jurisdiction in which the same would be restricted, unlawful or unauthorised (each a "Restricted Territory"). In addition, the offering of the Placing Shares in certain jurisdictions may be restricted by law. This Announcement is for information purposes only and does not constitute an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for shares in the capital of the Company in any Restricted Territory or to any person to whom it is unlawful to make such offer or solicitation. No action has been taken by the Company or the Bookrunner that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Bookrunner to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

Euronext Growth is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. Euronext Growth securities are not admitted to the Official List of Euronext Dublin. The Euronext Growth Rules are less demanding than those of the Official List of Euronext Dublin. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial advisor.

No prospectus or offering document will be made available in connection with the matters contained in this Announcement and no such prospectus or offering document is required (in accordance with the EU Prospectus Regulation or otherwise) to be published. This Announcement has not been approved by the Central Bank of Ireland, Euronext Dublin, or any other competent regulatory authority.

This Announcement does not constitute a recommendation concerning the Capital Raise.