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Datalex Plc Proxy Solicitation & Information Statement 2021

Jan 15, 2021

1961_ffr_2021-01-15_4d59d627-689d-428f-8176-69908a1e5857.pdf

Proxy Solicitation & Information Statement

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DATALEX PLC Notice of Extraordinary General Meeting

Dublin, Ireland – 15 January 2021: Datalex plc (the "Company" or the "Group") (Euronext Dublin: DLE), a market leader in digital commerce for travel retail, today announces that an Extraordinary General Meeting of the Company will be held at Block U, EastPoint Dublin, D03H704, Ireland on Wednesday, 10 February 2021 at 12.00 noon (the "EGM").

Until now transactions in the shares of the Company have been settled through the CREST system. However, due to the United Kingdom's withdrawal from the European Union, it will no longer be possible to use the CREST system. Consequently, Datalex, like all other Irish incorporated and traded PLCs, will have to migrate settlement to another system based within the EU called Euroclear. This is a necessity as there is no meaningful alternative for settlement.

While it will not materially affect the fundamental rights and benefits shareholders have by owning shares, the Euroclear system, which is an intermediated system, is administratively and legally more complicated than the CREST system. For those shareholders who hold their shares in paper outside of CREST, there will be no change to what is owned and how it is held.

The business of the EGM will be to consider and, if thought fit, approve certain resolutions relating to the replacement of CREST with the Euroclear system for the electronic settlement of trading in the Company's ordinary shares.

The circular which includes notice of the EGM (the "Circular") and a Form of Proxy is being posted to shareholders today. The Board strongly urges shareholders to review the contents of the Circular in their entirety, including the documents referred to therein, and consider the Board's recommendation to vote in favour of the Resolutions.

The Circular, the Form of Proxy and copies of the documents referred to in the Circular are available to view on the Company's website, www.datalex.com/investor and will be available for inspection as described in the Circular.

About Datalex

Datalex is a market leader in transformative airline retail products and solutions. The Datalex Digital Commerce Platform provides airlines with a unique solution to drive revenue and profit as digital retailers. Today the platform enables a travel marketplace of over one billion shoppers covering every corner of the globe, driven by some of the world's most innovative airline retail brands. Datalex's customers include Air China, JetBlue Airways, Hainan Group, SAS, Philippine Airlines, Aer Lingus, Brussels Airlines, Air Transat and Trailfinders. The Group is headquartered in Dublin, Ireland, and maintains offices across Europe, the USA and China. Datalex plc is a publicly listed company on Euronext Dublin (DLE).

© Datalex PLC Learn more at www.datalex.com or follow on twitter @Datalex.

© Datalex PLC

Media Enquiries

Michael Moriarty FleishmanHillard +353 87 243 2550 [email protected]

Investor Enquiries

Sean Corkery Datalex plc +353 1 806 3500 [email protected]

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 this notice 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/investor.

We would encourage shareholders who wish to submit questions at the EGM, to do so in advance by emailing [email protected].

In accordance with Irish Listing Rule 6.1.59, the Circular and the Articles of Association of the Company in the proposed amended form will be submitted to the Irish Stock Exchange t/a Euronext Dublin and will therefore shortly be available for inspection at the following location:

https://direct.euronext.com/Announcements/View-Announcements/OAM-Filing/

Contacts:

Neil McLoughlin Company Secretary Phone: +353 1 806 3500