EMMERSON PLC — Proxy Solicitation & Information Statement 2021

Mar 2, 2021

THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take or the contents of this document, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser, duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you sell or have sold or otherwise transferred all your Ordinary Shares, please send this document, together with the accompanying Form of Proxy, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer is or was effected, for delivery to the purchaser or transferee. However, such documents should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction. If you have sold only part of your holding of Ordinary Shares, you should retain these documents and consult the stockholder, bank or other agent through whom the sale was effected.

This document is a circular relating to (i) the proposed cancellation of admission of the Ordinary Shares to the standard segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities, prepared in accordance with the Listing Rules of the Financial Conduct Authority under section 73A of FSMA, (ii) the proposed admission of the Ordinary Shares to trading on the London Stock Exchange's AIM market, and (iii) the proposal of resolutions granting general authority to the Directors for the issue and allotment of new Ordinary Shares.

EMMERSON PLC

(Incorporated and registered in Isle of Man with registered number 013301V)

Proposed Delisting and Admission to AIM

Appendix to Schedule One Announcement

Proposed resolutions granting general authority for the issue of new Ordinary Shares

and

Notice of General Meeting

Proposed Nominated Adviser & Joint Broker Joint Broker

Your attention is drawn to the letter from the Chairman of the Company which is set out on pages 13 to 19 of this document and which contains the Directors' unanimous recommendation that you vote in favour of the Resolutions to be proposed at the General Meeting.

________________________________________________________________________________

Notice of General Meeting of Emmerson plc to be held at 11:00 a.m. on 25 March 2021 at 55 Athol Street, Douglas, Isle of Man IM1 1LA is set out in Part III of this document.

A Form of Proxy for holders of Ordinary Shares is also attached at the end of this document for use at the meeting. Forms of Proxy should be completed and returned to the Company's Registrar, FIM Capital Limited, 55 Athol Street, Douglas, Isle of Man IM1 1LA as soon as possible and in any event so as to be received not later than 11:00 a.m. on 23 March 2021 or 48 hours before any adjourned meeting.

ONLY THE CHAIRPERSON CAN BE APPOINTED AS YOUR PROXY FOR THIS PARTICULAR MEETING AND IN ADDITION, SHAREHOLDERS CANNOT ATTEND THIS MEETING IN PERSON AS THE MEETING WILL BE HELD AS A CLOSED MEETING IN COMPLIANCE WITH COVIDS-19 RESTRICTIONS.

Compulsory UK Government measures are currently in force requiring people to stay at home, except for certain limited reasons, and prohibiting, among other things, public gatherings of more than two people. Arrangements for the General Meeting remain subject to the Stay at Home Measures. 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 Chairperson of the meeting as their proxy and giving voting instructions as only the Chairman and one other nominated Shareholder will attend the meeting to ensure that the meeting is quorate.

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 Regulatory Information Service announcement.

This Circular does not constitute or form part of an offer or invitation to sell or issue or any solicitation of any offer to purchase or subscribe for any Ordinary Shares or other securities in the United States of America, Australia, Canada, New Zealand, Japan or the Republic of South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

This Circular is not for publication or distribution, directly or indirectly, in or into the United States of America.

Shore Capital & Corporate, which is authorised and regulated in the United Kingdom by the FCA, is acting as Nominated Adviser to the Company in connection with AIM Admission and is advising no one else in relation to AIM Admission and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for advising any other person in relation to AIM Admission or otherwise. The responsibilities of Shore Capital & Corporate, as Nominated Adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange and are not owed to the Company or any Director of the Company or to any other person in respect of their decision to acquire Ordinary Shares in the Company in reliance on any part of this document. No representation or warranty, express or implied, is made by Shore Capital & Corporate as to the contents of this document, or for the omission of any material information from this document. Shore Capital & Corporate has not authorised the contents of, or any part of, this document and no liability whatsoever is accepted by Shore Capital & Corporate for the accuracy of any information or opinions contained in this document or for the omission of any information from this document.

Shore Capital Stockbrokers, which is authorised and regulated in the United Kingdom by the FCA, is acting as broker to the Company for the purposes of the AIM Rules for Companies in connection with AIM Admission and is advising no one else in relation to AIM Admission and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for advising any other person in relation to AIM Admission or otherwise. No representation or warranty, express or implied, is made by Shore Capital Stockbrokers as to the contents of this document, or for the omission of any material information from this document. Shore Capital Stockbrokers has not authorised the contents of, or any part of, this document and no liability whatsoever is accepted by Shore Capital Stockbrokers for the accuracy of any information or opinions contained in this document or for the omission of any information from this document.

Shard Capital Partners LLP ("Shard") which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for the Company and for no one else in relation to the matters described in this Circular and will not regard any other person (whether or not a recipient of this Circular) as a client of Shard in relation to the matters described in this Circular and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Shard nor for advising any other person on the contents of this Circular or any transaction or arrangement referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed on Shore Capital or Shard under FSMA or the regulatory regime established thereunder, neither of Shore Capital or Shard nor any of their respective affiliates accepts any responsibility whatsoever or makes any representation or warranty, express or implied, concerning the contents of this Circular, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by any of them, or on behalf of them in connection with the Company or any of the matters described in this Circular and nothing in this Circular is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Subject to applicable law, each of Shore Capital and Shard and their respective affiliates accordingly disclaim all and any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise (save as referred to above)) which any of them might otherwise have in respect of this Circular or any statement purported to be made by them, or on their behalf, in connection with the Company, or the matters described in this Circular.

The Company's Ordinary Shares are currently admitted to listing on the standard segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange. Application will be made to the London Stock Exchange for the Company's Ordinary Shares to be admitted to trading on AIM. Subject to, inter alia, the passing of Delisting Resolution at the General Meeting, it is expected that admission of the Ordinary Shares will become effective, and trading in the Ordinary Shares will commence, on AIM on or around 8:00 a.m. on 26 April 2021. The Ordinary Shares will not be admitted to trading on any other investment exchange.

AIM 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. AIM securities are not admitted to the Official List of the FCA (acting as the 'competent authority' for the purposes of Part VI of FSMA). 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 adviser. The AIM Rules for Companies are less demanding than those of the Official List.

This Circular includes 'forward looking statements' which include all statements other than statements of historical facts, including, without limitation, those regarding the Group's financial position, business strategy, plans and objectives of management for future operations, or any statements proceeded by, followed by or that include the words 'targets', 'believes', 'expects', 'aims', 'intends', 'will', 'may', 'anticipates', 'would', 'could' or similar expressions or negatives thereof.

Such forward looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward looking statements. Such forward looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. These forward-looking statements speak only as at the date of this Circular. Except as required by the FCA, the London Stock Exchange or applicable law (including as may be required by the Listing Rules, the Prospectus Regulation Rules, MAR and the Disclosure Guidance and Transparency Rules), the Company expressly disclaims any obligation or undertaking to disseminate or release publicly any updates or revisions to any forward looking statements contained in this Circular to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.

This Circular will be available to Shareholders on the Company's website at from the date of this Circular, free of charge.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS5
ADMISSION STATISTICS6
DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS7
DEFINITIONS 9
PART I - LETTER FROM THE CHAIRMAN 13
PART II - RISK FACTORS20
PART III - NOTICE OF GENERAL MEETING22

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Each of the times and dates in the table below is indicative only and may be subject to change(1)(2)(3)

	2021
Publication and despatch of this Circular and the accompanying Form of Proxy	2 March
Latest time and date for receipt of Forms of Proxy and CREST Proxy Instructions for the General Meeting	11:00 a.m. on 23 March
General Meeting	11:00 a.m. on 25 March
Publication of AIM Schedule One announcement & Appendix to Schedule One announcement	25 March
Announcement of the result of the General Meeting	26 March
Pre-cancellation notice period	26 March – 22 April
Last day of dealings in Ordinary Shares on the Main Market	23 April
Cancellation of listing of Ordinary Shares on the Official List	8:00 a.m. on 26 April
AIM Admission and commencement of dealings in the Ordinary Shares on AIM	8:00 a.m. on 26 April

Notes

• (1) Each of the times and dates set out in the above timetable and mentioned in this Circular is subject to change by the Company (with the agreement of Shore Capital), in which event details of the new times and dates will be notified to the London Stock Exchange and the Company will make an appropriate announcement to a Regulatory Information Service.
• (2) References to times in this Circular are to London times.
• (3) Different deadlines and procedures for applications may apply in certain cases. For example, if you hold your Ordinary Shares through a CREST member or other nominee, that person may set an earlier date for application and payment than the dates noted above.
• (4) Assumes that Resolution 1 as set out in the Notice of General Meeting is passed.

ADMISSION STATISTICS

Number of Ordinary Shares in issue as at the date of this document	822,644,481(1)
Approximate market capitalisation at AIM Admission	£53.47 million(2)
ISIN – Ordinary Shares	IM00BDHDTX83
SEDOL	BDHDTX8
LEI	213800JA8ZK1K6CWYP61

Notes:

• (1) Assuming that no Ordinary Shares are issued following the date of this document
• (2) Based on a price of 6 pence per Ordinary Share as at the date of this document

DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS

Directors	Graham Clarke (Chief Executive Officer) Hayden Locke (Executive Director) Dr Robert Wrixon (Executive Director) Mark Connelly (Chairman) Edward McDermott (Non-Executive Director)
Registered Agent, Company Secretary, Administration and Financial Functions	FIM Capital Limited 55 Athol Street Douglas IM1 ILA Isle of Man
Registered Office	55 Athol Street Douglas IM1 ILA Isle of Man
Business address of the Directors and principal place of business	Level 3 52 Berkley Square London W1J 5EL
Company website	www.emmersonplc.com
Proposed Nominated Adviser	Shore Capital and Corporate Limited Cassini House 57 St James's Street London SW1A 1LD
Joint Broker	Shore Capital Stockbrokers Limited Cassini House 57 St James's Street London SW1A 1LD
Joint Broker	Shard Capital Partners LLP 23rd Floor 20 Fenchurch Street London EC3M 3BY
UK legal advisers to the Company	Hill Dickinson LLP The Broadgate Tower 20 Primrose Street London EC2A 2EW
Legal advisers as to Moroccan Law	DLA Piper Casablanca S.A.R.L. Casa Marina Business Center Tour Crystal 3, 2eme etage Boulevard des Almohades 20000 Casablanca Morocco
Company's Isle of Man advocates	Long & Humphrey The Old Courthouse Athol Street

Douglas Isle of Man IM1 1LD

BVI legal advisers to the Company Walkers Global

171 Main Street, PO Box 92 Road Town Tortola British Virgin Islands

Legal advisers to the Proposed Nominated Adviser and Joint Brokers

Auditors and Reporting Accountants PKF Littlejohn LLP

Gowling WLG (UK) LLP 4 More London Riverside London SE1 2AU

15 Westferry Circus London E14 4HD

Registrar Share Registrars Limited The Courtyard 17 West St Farnham GU9 7DR

Principal Bankers Barclays Bank PLC Barclays House Victoria Street Douglas Isle of Man IM99 1AJ

DEFINITIONS

The following definitions apply throughout this Circular, unless the context requires otherwise:

"AIM"	AIM, the market of that name operated by the London Stock Exchange
"AIM Admission"	the admission of the Ordinary Shares to trading on AIM becoming effective in accordance with the AIM Rules for Companies
"AIM Designated Market"	a market whose name appears on the latest publication by the London Stock Exchange of the document entitled 'The AIM Designated Market Route' and which includes the Official List
"AIM Rules for Companies"	the 'AIM Rules for Companies' published by the London Stock Exchange from time to time
"AIM Rules for Nominated Advisers"	the 'AIM Rules for Nominated Advisers' published by the London Stock Exchange from time to time
"Announcement"	the RIS announcement issued by the Company dated 2 March 2021 announcing the Transactions
"Articles"	the existing articles of association of the Company which were adopted by the Company on 21 July 2016
"Authority Resolutions"	Resolutions 2 and 3 as set out in the Notice proposed to grant the Directors general authority to issue and allot new Ordinary Shares otherwise then pre-emptively
"Board"	the board of directors of the Company from time to time
"Business Day"	a day (other than Saturday, Sunday or a public holiday) on which banks are generally open for business in the City of London for the transaction of normal banking business
"BVI"	The British Virgin Islands
"certificated" or "in certificated form"	a share or other security not held in uncertificated form (i.e. not in CREST)
"Circular"	this circular
"Companies Act"	the UK Companies Act 2006, as amended
"Company" or "Emmerson"	Emmerson plc, a public limited company incorporated in the Isle of Man under registered number 013301V
"CREST"	the relevant system (as defined in the Regulations) which enables title to units of relevant securities (as defined in the Regulations) to be evidenced and transferred without a written instrument and in respect of which Euroclear is the Operator (as defined in the CREST Regulations)
"CREST Manual"	the compendium of documents entitled 'CREST Manual' published by Euroclear from time to time and comprising the CREST Reference Manual, the CREST Central Counterparty Service Manual, the CREST International Manual, the CREST Rules (including CREST Rule 8), the

	CREST CCSS Operating Manual and the CREST Glossary of Terms
"CREST Member"	a person who has been admitted to Euroclear as a system member (as defined in the CREST Regulations)
"CREST Participant"	a person who is, in relation to CREST, a system-participant (as defined in the CREST Regulations)
"CREST Proxy Instruction"	the appropriate CREST message made to appoint a proxy, properly authenticated in accordance with Euroclear's specifications
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) as amended
"CREST Sponsor"	a CREST Participant admitted to CREST as a CREST sponsor
"CREST Sponsored Member"	a CREST Member admitted to CREST as a sponsored member
"Delisting"	the proposed cancellation of the listing of the Company's Ordinary Shares on the Official List and from trading on the Main Market
"Delisting Resolution"	Resolution 1 to be proposed at the General Meeting
"Directors"	the directors of the Company at the date of this Circular
"Disclosure Guidance and Transparency Rules" or "DTRs"	the disclosure guidance and transparency rules made by the FCA under Part VI of FSMA
"Euroclear"	Euroclear UK & Ireland Limited, the operator (as defined in the CREST Regulations) of CREST
"EUWA"	the European Union (Withdrawal Agreement) Act 2020
"FCA"	the Financial Conduct Authority
"Form of Proxy"	the form of proxy accompanying this Circular for use by Shareholders in relation to the General Meeting
"FSMA"	the Financial Services and Markets Act 2000, as amended
"General Meeting" or "GM"	the general meeting of the Company to be held at 55 Athol Street, Douglas, Isle of Man IM1 1LA at 11:00 a.m. on Thursday 25 March 2021 notice of which is set out in Part III of this Circular
"Group"	the Company, its subsidiaries and subsidiary undertakings
"IOM Companies Act"	Isle of Man Companies Act 2006
"Latest Practicable Date"	1 March 2021 (being the latest practicable date prior to the release of the Announcement)
"Listing Rules"	the listing rules made by the FCA under Part VI of FSMA
"London Stock Exchange"	London Stock Exchange plc

"Main Market"	the London Stock Exchange's main market for listed securities
"MAR"	Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse as it forms part of the law of England and Wales by virtue of section 3 of the EUWA and as modified by or under the EUWA or other domestic law (including but not limited to the Market Abuse (Amendment) (EU Exit) Regulations SI 2019/310)
"Notice", "Notice of General Meeting" or "Notice of GM"	the notice of the General Meeting which is set out in Part VI: 'Notice of General Meeting' of this Circular
"Official List"	the Official List maintained by the FCA
"Ordinary Shares"	ordinary shares of nil par value in the capital of the Company
"Prospectus Regulation"	Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA
"Prospectus Regulation Rules"	the prospectus regulation rules made by the FCA under Part VI of FSMA
"Regulatory Information Service" or "RIS"	has the meaning given in the AIM Rules for Companies
"Resolutions"	the resolutions to be proposed at the General Meeting as set out in the Notice of General Meeting (and "Resolution" shall be a reference to any one of them)
"SCC" or "Shore Capital & Corporate"	Shore Capital Stockbrokers Limited, the Company's proposed nominated adviser in connection with AIM Admission
"SCS" or "Shore Capital Stockbrokers"	Shore Capital Stockbrokers Limited, the Company's joint broker in connection with AIM Admission
"Shareholders"	the holders of Ordinary Shares for the time being, each individually a "Shareholder"
"Shard"	Shard Capital Partners LLP, the Company's joint broker in connection with the AIM Admission
"Shore Capital"	SCC and/or SCS, as the context permits
"Stay at Home Measures"	compulsory UK Government's measures in force at the date of this Circular requiring people to stay at home except for certain limited reasons and prohibiting, among other things, public gatherings
"Transactions"	together, the Delisting, AIM Admission and the proposed Authority Resolutions
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland
"UK Corporate Governance Code"	the UK Corporate Governance Code issued by the Financial Reporting Council in July 2018, as amended from time to time
"uncertificated" or "in uncertificated form"	recorded on the register of members of the Company as being held in uncertificated form in CREST and title to which,

by virtue of the CREST Regulations, may be transferred by means of CREST

"United States" or "US" the United States of America, its territories and possessions, any state of the United States and the District of Columbia

PART I

LETTER FROM THE CHAIRMAN

EMMERSON PLC

(Incorporated in the Isle of Man with registered number 013301V)

Directors

Mark Connelly (Chairman) Graham Clarke (Chief Executive Officer) Hayden Locke (Executive Director) Dr Robert Wrixon (Executive Director) Edward McDermott (Non-Executive Director) Registered Office: 55 Athol Street Douglas Isle of Man IM1 ILA

2 March 2021

Proposed Delisting and Admission to AIM Appendix to Schedule One Announcement Proposed resolutions granting general authority for the issue of new Ordinary Shares

and

Notice of General Meeting

1 INTRODUCTION

Background to and reasons for the Delisting, Admission to AIM and the £5.5m Placing

Placing

The Company took the decision to raise £5.5m to bolster its cash position during what is expected to be a pivotal year. It is preferable to negotiate with potential strategic partners from a position of strength. Not only is the cash balance shored up, but also the workstreams that form part of the construction capex can be continued without interruption or pause; both of these factors are to the advantage of the Company during negotiations. Moreover, the situation had the additional benefit of bringing new institutional investors on to the register for the first time, marking a new stage in the overall progress of the Company.

Delisting and Admission to AIM

The Company announced on 2 March 2021 proposals to cancel the admission of the Ordinary Shares to listing on the Official List (standard segment) and to trading on the London Stock Exchange's Main Market and the Company's intention to apply for the admission of all of its issued and to be issued Ordinary Shares to trading on AIM, such cancellations and admission to take effect simultaneously. The Board believes that AIM is a market and environment which is more suited to the Company's current size and strategy and AIM will offer greater flexibility with regard to corporate transactions and should therefore enable the Company to agree and execute certain transactions more quickly and cost effectively than a company on the Official List.

Subject to the Delisting Resolution being passed at the General Meeting, it is anticipated that the effective date of the Delisting and AIM Admission will be 26 April 2021, and that the Ordinary Shares will be admitted to trading on AIM on or around 8:00 a.m. on 26 April 2021.

The Listing Rules do not require a company wishing to cancel the admission of its shares to listing on the standard segment of the Official List, to seek shareholder approval at a general meeting. Notwithstanding this, the Directors believe that as a matter of good corporate governance the Shareholders should be consulted and accordingly have resolved that the Delisting should be subject to shareholder approval by way of an ordinary resolution to be proposed at the General Meeting in the form of the Delisting Resolution.

Shore Capital is acting as nominated adviser in connection with AIM Admission.

The Resolutions contained in the Notice of General Meeting set out in Part III of this Circular.

The purpose of this Circular is to provide notice of the General Meeting and to outline the reasons for, and provide further information on, the proposed Delisting, the AIM Admission and the Authority Resolutions, and to explain why the Board believes these to be in the best interests of the Company and its Shareholders as a whole. As such, the Directors unanimously recommend that Shareholders vote in favour or the Resolutions to be proposed at the General Meeting as they intend to do in respect of their own beneficial holdings of Ordinary Shares (or, where applicable) procure to be done, in respect of Ordinary Shares held by their connected persons) amounting, in aggregate, to 47,414,316 Ordinary Shares, representing approximately 5.76 per cent. of the Ordinary Shares in issue as at the date of this Circular.

At the end of this Circular, you will find a notice of the General Meeting at which Shareholder approval will be sought in respect of the Delisting Resolution (required to effect the Delisting and AIM Admission) and the Authority Resolutions (to grant the Directors general authority to issue and allot new Ordinary Shares other than preemptively).

The General Meeting has been convened for 11:00 a.m. on 25 March 2021 and will take place at 55 Athol Street, Douglas, Isle of Man IM1 1LA.

Compulsory UK Government measures are currently in force requiring people to stay at home except for certain limited reasons and prohibiting, among other things, public gatherings. Arrangements for the General Meeting remain subject to the Stay at Home Measures. 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 we will refuse entry to anyone who seeks to attend in person. Shareholders are strongly encouraged to register their vote in advance by appointing the Chairman of the meeting as their proxy and giving voting instructions.

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 Regulatory Information Service announcement.

Your attention is drawn to:

• (a) the section headed 'Risk Factors' in Part II of this Circular;
• (b) the Notice of General Meeting contained in Part III of this Circular and paragraph 7 of this letter which explains the purpose of the General Meeting and action to be taken by you in relation to the Notice of General Meeting.

2 BACKGROUND TO AND REASONS FOR THE DELISTING AND ADMISSION

The Board has carefully considered whether the continued admission of its Ordinary Shares to listing on the standard segment of the Official List and to trading of its Ordinary Shares on the Main Market is in the best interests of Shareholders. As a result of its consideration, the Board is proposing that the Company should move to AIM for, the following reasons:

• AIM will offer greater flexibility with regard to corporate transactions and should therefore enable the Company to agree and execute certain transactions more quickly and cost effectively than a company on the Official List. AIM will also provide the Company with continuing access to the public equity capital markets should it be appropriate to obtain equity funding in the future. Should such opportunities or initiatives arise or become relevant to the Group, they could entail significant additional complexity and larger transaction costs if the Company were to remain on the Official List;
• AIM, which is operated and regulated by the London Stock Exchange, has an established reputation with investors and analysts and is an internationally recognised market. It was launched in June 1995 as the London Stock Exchange's market specifically designed for smaller companies, with a more flexible regulatory regime. For smaller companies, such as the Company, AIM provides a more suitable market and environment that should simplify the ongoing administrative and regulatory requirements of the Company;
• companies whose shares trade on AIM are deemed to be unlisted for the purposes of certain areas of UK taxation. Following the move to AIM, individuals who hold Ordinary Shares may, be eligible for relief from inheritance tax under the business property relief provisions. The Board believes that this potential relief may be attractive for individuals who are Shareholders. Shareholders and prospective investors

should however consult their own professional advisers on whether an investment in an AIM security (as defined in the AIM Rules for Companies) is suitable for them, or whether the inheritance tax benefit referred to above is available to them;

• the Directors expect that the Company would continue to appeal to specialist institutional investors following a move to AIM (such as funds investing in AIM companies that qualify for IHT Business Property Relief) and, in light of the possible tax benefits mentioned above, the Directors hope that being admitted to AIM will make the Company's Ordinary Shares more attractive to certain retail investors. Since 5 August 2013, shares traded on AIM can be held in ISAs; and
• as stamp duty is not payable on the transfer of shares that are traded on AIM and not listed on any other market, this may help increase liquidity in the trading of the Ordinary Shares.

The Directors consider that AIM is a more appropriate market for the Company. This judgement is focused on, in particular, the ability to agree and execute certain transactions more quickly and cost effectively than if it remained listed on the standard segment of the Official List. In addition, the Directors consider that AIM is a more appropriate market for companies with a market capitalisation of less than £100 million, such as the Company. The Directors, therefore, believe a move to AIM is in the best interests of the Company and its Shareholders as a whole.

3 DETAILS OF THE CANCELLATION AND AIM ADMISSION

As noted above, and notwithstanding that the Listing Rules do not oblige the Company to obtain shareholder approval for the Delisting, the Directors take the view that as a matter of good corporate governance the Delisting should be subject to shareholder approval by way of an ordinary resolution and accordingly the Delisting Resolution will be proposed at the General Meeting. The Delisting Resolution will authorise the Board to cancel the admission of the Company's Ordinary Shares to listing on the standard segment of the Official List and to trading on the Main Market and to apply for AIM Admission in respect of the Company's issued and to be issued Ordinary Shares.

Conditional on the Delisting Resolution having been approved by Shareholders at the General Meeting, the Company will apply to cancel the admission of the Ordinary Shares to listing on the Official List and to trading on the Main Market and give 20 Business Days' notice to the London Stock Exchange of its intention to seek AIM Admission under AIM's streamlined admission process for companies that have had their securities traded on an 'AIM Designated Market' (which includes the Official List).

It is currently anticipated that, subject to the passing of the Delisting Resolution:

• (a) the last day of dealing in the Ordinary Shares on the Main Market will be 23 April 2021;
• (b) cancellation of the listing of Ordinary Shares on the Official List will take effect at 8:00 a.m. on 26 April 2021, being not less than 20 Business Days from the date of the General Meeting; and
• (c) AIM Admission will take place, and trading in the Ordinary Shares will commence on AIM, at 8:00 a.m. on 26 April 2021.

As the Ordinary Shares have been listed on the standard segment of the Official List for more than 18 months, the AIM Rules for Companies do not require an admission document to be published by the Company in connection with the AIM Admission. However, subject to the passing of the Delisting Resolution relating to the Delisting at the General Meeting, the Company will, following the General Meeting, publish an announcement which complies with the requirements of Schedule One to the AIM Rules for Companies comprising information required to be disclosed by companies transferring their securities from the Official List (being an 'AIM Designated Market') to AIM.

Although the Company intends to seek AIM Admission in respect of its Ordinary Shares, there can be no guarantee that the Company will be successful in achieving AIM Admission in respect of its Ordinary Shares.

Shareholders should note that, unless the Delisting Resolution is passed by Shareholders at the General Meeting, the Delisting and AIM Admission will not be implemented. In such circumstances, the Ordinary Shares will not be admitted to trading on AIM and the Ordinary Shares will continue to be admitted to listing on the standard segment of the Official List and to trading on the Main Market.

4 CONSEQUENCES OF ADMISSION TO AIM

Following AIM Admission, the Company will be subject to the AIM Rules for Companies. Shareholders should note that AIM is self-regulated and that the protections afforded to investors in AIM companies are less rigorous than those afforded to investors in companies listed on the standard segment of the Official List.

Shareholders should further note that the share price of AIM companies can be highly volatile, which may prevent Shareholders from being able to sell their Ordinary Shares at or above the price they paid for them. The market price and the realisable value for the Ordinary Shares could fluctuate significantly for various reasons, many of which are outside the Company's control. Further, there can be no assurance that an active or liquid trading market for the Ordinary Shares will develop or, if developed, will be maintained following AIM Admission. In addition, as the Ordinary Shares will no longer be admitted to the Official List, the Ordinary Shares may be more difficult to sell compared with the shares of companies listed on the Official List. Liquidity on AIM is in part provided by market makers, who are member firms of the London Stock Exchange and are obliged to quote a share price for each company for which they make a market between 8:00 a.m. and 4:30 p.m. on Business Days.

Whilst there are some similarities in the obligations of a company whose shares are traded on AIM to those of a company whose shares are listed on the standard segment of the Official List, there are also significant differences, including:

• (a) There is no requirement under the AIM Rules for Companies for a prospectus or an admission document to be published for further issues of securities to institutional investors, except when seeking admission for a new class of securities or as otherwise required by law.
• (b) Unlike the Listing Rules, the AIM Rules for Companies do not specify any required structures or discount limits in relation to further issues of securities.
• (c) If AIM Admission occurs, the Company intends to maintain robust governance standards and will continue to adopt the QCA Corporate Governance Code. It will review its corporate governance procedures from time to time having regard to the size, nature and resources of the Company to ensure such procedures are appropriate.
• (d) Institutional investor guidelines (such as those issued by the Investment Association, the Pensions and Lifetime Savings Association and the Pre-Emption Group), which provide guidance on issues such as executive compensation and share-based remuneration, corporate governance, share capital management and the issue and allotment of shares on a pre-emptive or non-pre-emptive basis, do not directly apply to companies whose shares are admitted to trading on AIM.
• (e) Where the Company has a controlling shareholder (as defined in the Listing Rules), it will no longer be required to enter into a relationship agreement with such controlling shareholder and to comply with the independence provision at all times as is required under the Listing Rules.
• (f) Whilst a company's appropriateness for AIM is, in part, dependent on it having free float in order that there is a properly functioning market in the shares, there is no specified requirement for a minimum number of shares in an AIM company to be held in public hands, whereas a company listed on the Official List has to maintain a minimum of 25 per cent. of its issued ordinary share capital in public hands.
• (g) Certain securities laws will no longer apply to the Company following AIM Admission; for example, the Disclosure Guidance and Transparency Rules (save that Chapter 5 of the same in respect of significant shareholder notifications and MAR (relating to, inter alia, market abuse and insider dealing) will continue to apply to the Company) and certain of the Prospectus Regulation Rules. This is because AIM is not a regulated market for the purposes of the European Union's directives relating to securities.
• (h) Shares traded on AIM can in some cases, attract beneficial treatment and be treated as unlisted for the purposes of certain areas of UK taxation. Following the Delisting and AIM Admission, individuals who hold Ordinary Shares may be eligible for relief from inheritance tax under the business property relief provisions. Given the make-up of the Company's register of members, the Board believes that this potential relief may be attractive for individuals who are Shareholders. Shareholders and prospective investors should consult their own professional advisers on whether an investment in an AIM security is suitable for them, or whether the inheritance tax benefit referred to above may be available to them.
• (i) The Delisting may have implications for Shareholders holding shares in a Self-Invested Personal Pension ("SIPP"). For example, shares in unlisted companies may not qualify for certain SIPPs under the terms of that SIPP. Shareholders holding shares in a SIPP should therefore consult with their SIPP provider immediately. Following AIM Admission, the Company will be categorised for these purposes as unlisted.

The comments on the tax implications described in this Circular are based on the Directors' current understanding of tax law and practice, are not tailored to any individual circumstances and are primarily directed at individuals who are UK resident and domiciled. Tax rules can change and the precise tax implications for you will depend on your particular circumstances. If you are in any doubt as to your tax position, you should consult your own independent professional adviser.

Following AIM Admission, Ordinary Shares that are held in uncertificated form will continue to be held and settled through CREST. Share certificates representing those Ordinary Shares held in certificated form will continue to be valid and no new certificates will be issued in respect of such Ordinary Shares following a move to AIM. Accordingly, Shareholders should continue to be able to trade Ordinary Shares in the usual manner through their stockbroker or other suitable intermediary.

In addition, the Companies Act, FSMA, certain of the Prospectus Regulation Rules, MAR and the City Code on Takeovers and Mergers will continue to apply to the Company following AIM Admission, as the Company is a public limited company incorporated in the Isle of Man whose shares have been traded on a UK regulated marker in the last 10 years.

Shareholders should note that AIM listed issuers are not eligible for FTSE Indexation (with exception of the FTSE AIM Indexes).

5 CORPORATE GOVERNANCE

The Board has considered the corporate governance and procedures that would be appropriate for the Company following AIM Admission, taking into account the Company's size and structure. Following AIM Admission, the Board will continue to adopt the QCA Corporate Governance Code.

6 AUTHORITY RESOLUTIONS

The Authority Resolutions are being prosed to renew and update the general authority of the Directors to issue and allot new Ordinary Shares without first having to offer them to existing Shareholders. This is to give the Company continued flexibility to take advantage of opportunities that may arise to raise funds by the issue of new Ordinary Shares.

The authorities will replace unused authorities granted at the last annual general meeting of the Company held on 24 June 2020 and will expire on the earlier of the date falling 15 months following the passing of the Authority Resolutions or the conclusion of the next annual general meeting of the Company.

7 GENERAL MEETING AND OTHER RESOLUTIONS

The implementation of the Transactions is conditional upon, inter alia, the Shareholders' approval of the Delisting Resolution being obtained at the General Meeting. Accordingly, at the end of this Circular you will find a Notice of General Meeting convening a General Meeting to be held at 11:00 a.m. on 25 March 2021 at 55 Athol Street, Douglas, Isle of Man IM1 1LA.

Compulsory UK Government measures are currently in force requiring people to stay at home except for certain limited reasons and prohibiting, among other things, public gatherings. Arrangements for the General Meeting remain subject to the Stay at Home Measures. 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 we will refuse entry to anyone who seeks to attend in person. Shareholders are strongly encouraged to register their vote in advance by appointing the Chairperson of the meeting as their proxy and giving voting instructions.

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 Regulatory Information Service announcement.

A summary and explanation of the Resolutions to be proposed at the General Meeting is set out below. Please note that this is not the full text of the Resolutions and you should read this section in conjunction with the Resolutions contained in the Notice of General Meeting at the end of this Circular.

1 Resolution 1 - as an ordinary resolution, to authorise the Directors to cancel the listing of the Ordinary Shares on the FCA's Official List and to remove such Ordinary Shares from trading on the London Stock Exchange's Main Market and to apply for admission of the Ordinary Shares to trading on AIM.

2 Resolution 2 - as an ordinary resolution (and conditional on the passing of Resolution 3) to authorise the Directors pursuant to Article 5 of the Articles to allot equity securities up to a maximum of 245,970,700 new ordinary shares representing 29.9% of the ordinary shares in issue as at the date of this Resolution and that the Company shall be entitled to make offers or agreements before the expiry of this authority which would or might require shares to be allotted or equity securities to be granted after such expiry and the Directors shall be entitled to allot shares and grant equity securities pursuant to such offers or agreements as if this authority had not expired; and all unexercised authorities previously granted to the Directors to allot shares and grant equity securities be and are hereby revoked; and

The authority given by this Resolution will expire on the earlier of the date falling 15 months following the passing of Resolution 2 or the conclusion of the next annual general meeting of the Company (save as stated) and will replace the authority given to the Directors by resolution 5 passed at the Annual General Meeting of the Company which took place on 24 June 2020.

3 Resolution 3 - as a special resolution (and conditional on the passing of Resolution 2), to empower the Directors under Article 5.2 of the Articles, to disapply pre-emption rights in connection with the allotment of up to a maximum of 245,970,700 new ordinary shares representing 29.9% of the ordinary shares in issue as at the date of Resolution 3.

The power given by this Resolution will expire on the earlier of the date falling 15 months following the passing of this Resolution 3 or the conclusion of the next annual general meeting of the Company (save as stated) and will replace the authorities/power given to the Directors by resolution 6 passed at the Annual General Meeting of the Company which took place on 24 June 2020.

8 OTHER INFORMATION

Shore Capital and Shard have given and not withdrawn their written consent to the publication of this Circular, and the inclusion of their names in the form and context in which they are included.

9 ACTION TO BE TAKEN BY SHAREHOLDERS IN RESPECT OF THE GENERAL MEETING

COVID-19 Special Arrangements

Due to the ongoing Coronavirus (COVID-19) pandemic, and in line with the Government's current Stay at Home Measures, the Board have adopted certain measures to ensure the health and safety of its Shareholders.

In order to reduce the risk of infection we ask all Shareholders not to attend the GM, which will end immediately following the conclusion of formal business. Shareholders who attend in person will not be granted entry to the meeting.

Arrangements will be made by the Company to ensure that the requirements of a quorum for the GM are met and so that the formal business of the meeting may proceed. Although the Notes to the Notice of the GM refer to Shareholders being able to appoint a proxy or proxies, the Company would remind Shareholders that, in light of the measures, they will not be allowed entry to the GM. However, the Company does value Shareholder participation and values the votes of Shareholders, so it would encourage all Shareholders to exercise their voting rights BUT ONLY by appointing the Chairman of the GM to be their proxy. Any proxy received appointing a person other than the Chairman of the GM as the Shareholder's proxy will deemed to have appointed the Chairman of the GM as that Shareholder's proxy.

Shareholders will find enclosed with this letter a Form of Proxy for use at the GM. The Form of Proxy should be completed and returned in accordance with the instructions printed on it so as to arrive at the Company's Registrar, FIM Capital Limited, 55 Athol Street, Douglas, Isle of Man IM1 1LA as soon as possible and in any event not later than at 11:00 a.m. on 23 March 2021.

If you are in any doubt as to what action you should take, you are recommended to seek your own personal financial advice from your broker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser, immediately.

10 IRREVOCABLE UNDERTAKINGS

Directors and certain members of key management have given irrevocable undertakings to the Company to vote in favour of the Resolutions to be proposed at the General Meeting (and, where relevant, to procure that such action is taken by the relevant registered holders if that is not them) in respect of their entire beneficial holdings totalling in aggregate 61,828,672 Ordinary Shares, representing approximately 7.5 per cent. of the Ordinary Shares.

11 RECOMMENDATION

Shareholders should note that, if the Delisting Resolution is not passed by Shareholders at the General Meeting the Delisting and Admission to AIM will not be implemented.

In such circumstances, the Ordinary Shares will not be admitted to trading on AIM and the Ordinary Shares will continue to be admitted to listing on the standard segment of the Official List and to trading on the Main Market.

Accordingly, the Directors consider that the Transactions and the passing of Resolutions 1 to 3 are in the best interests of the Company and its Shareholders as a whole and unanimously recommend that Shareholders vote in favour of all of the Resolutions, as they intend to do in respect of their beneficial holdings of an aggregate of 47,414,316 Ordinary Shares, representing approximately 5.76 per cent. of the Ordinary Shares.

Yours faithfully

Mark Connelly Chairman

PART II

RISK FACTORS

Potential investors should carefully consider the risk described below before voting on the Delisting. This Part II contains what the Directors believe to be certain of the principal risk factors associated with an investment in the Company which are relevant to the Delisting and AIM Admission. It should be noted that this list is not exhaustive and that other risk factors will apply to an investment in the Company. If any of the following risks actually occur, the Company's business, financial condition and/or results or future operations could be materially adversely affected. In such circumstances, the trading price of the Ordinary Shares could decline and an investor may lose all or part of their investment. There can be no certainty that the Company will be able to implement successfully the strategy set out in this Circular. Additional risks and uncertainties not currently known to the Directors or which the Director currently deem immaterial, may also have an adverse effect on the Company.

An investment in the Company may not be suitable for all recipients of this Circular. Investors are accordingly advised to consult an independent financial adviser duly authorised under FSMA and who specialises in advising upon the acquisition of shares and other securities before making a decision to invest.

RISK RELATING TO THE DELISTING AND AIM ADMISSION

Investment in securities traded on AIM

Conditional on the passing of the Delisting Resolution at the General Meeting the Ordinary will be admitted to trading on AIM and the Company's listing on the Official List will be cancelled.

Investment in securities traded on AIM is perceived to involve a higher degree of risk and be less liquid than investment in companies whose securities are listed on the Official List in the UK and traded on the London Stock Exchange's main market for listed securities. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached rather than for larger or more established companies. 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 adviser authorised under FSMA who specialises in advising on the acquisition of shares and other securities. Shareholders should note that the protections afforded to investors in AIM companies are in some respects less rigorous than those afforded to investors in companies whose shares are listed on the standard segment of the Official List.

An investment in Ordinary Shares traded on AIM may be difficult to realise. Although AIM has been in existence since June 1995, Admission to AIM does not guarantee that there will be a liquid market for Ordinary Shares. An active public market for Ordinary Shares may not develop or be sustained after AIM Admission and the market price of the Ordinary Shares may fall below the Issue Price. Prospective investors should be aware that the value of the Ordinary Shares may go down as well as up and that the market price of the Ordinary Shares may not reflect the underlying value of the Group. Investors may therefore realise less than, or lose all of, their investment.

Prior Shareholder approval for transactions on AIM

Corporate transactions for companies whose shares are listed on the standard segment of the Official List often require shareholder approval. In particular, on a proposed acquisition, where the size of the target represents 25 per cent. or more of the listed company on the basis of certain comparative tests (for example, consideration for the acquisition as a percentage of market capitalisation of the listed company), a circular to shareholders approved by the FCA is required explaining the transaction and seeking the approval of shareholders. For the Company, such transactions may result in significant additional complexity and large transaction costs and lengthier timescales to meet the requirements of the Listing Rules and, therefore, prove prohibitive.

Pursuant to the AIM Rules for Companies, prior shareholder approval is required only for transactions with a much larger size threshold than applies to companies whose shares are listed on the standard segment of the Official List. These larger transactions include, for example, reverse takeovers (being an acquisition or acquisitions in a 12-month period which either exceed 100% in various size tests or which result in a fundamental change in the Company's business, board or voting control) or a disposal which, when aggregated with any other disposals over the previous 12 months, results in a fundamental change of business (being disposals that exceed 75% in various size tests). By comparison, under the Listing Rules, a broader range of transactions require prior shareholder approval, including material related party transactions. There are therefore more limited protections for shareholders relating to significant transactions for companies whose shares are admitted to trading on AIM.

Potentially volatile share price and liquidity

An investment in a share which is traded on AIM may be difficult to realise and carries a high degree of risk. The ability of an investor to sell Ordinary Shares will depend on there being a willing buyer for them at an acceptable price. The Ordinary Shares may be illiquid and, accordingly, an investor may find it difficult to sell Ordinary Shares, either at all or at an acceptable price. Consequently, it might be difficult for an investor to realise his/her investment in the Group and he/she may lose all of his/her investment.

The share price of companies quoted on AIM can be highly volatile and shareholdings illiquid. The price at which the Ordinary Shares are quoted and the price at which investors may realise their investment in the Group may be influenced by a significant number of factors, some specific to the Group and its operations and some which affect quoted companies generally. These factors could include the performance of the Group, large purchases or sales of Ordinary Shares, legislative changes and general, economic, political or regulatory conditions.

No guarantee that the Ordinary Shares will continue to be traded on AIM

The Group cannot assure investors that the Ordinary Shares will, from AIM Admission, always continue to be traded on AIM or on any other exchange. If such trading were to cease, certain investors may decide to sell their Ordinary Shares, which could have an adverse impact on the price of the Ordinary Shares. Additionally, if in the future the Group decides to obtain a listing on another exchange in addition or as an alternative to AIM, the level of liquidity of the Ordinary Shares traded could decline.

Forward-looking Statements

This Circular contains forward-looking statements that involve risks and uncertainties. All statements, other than those of historical fact, contained in this Circular are forward-looking statements. The Group's actual results could differ materially from those anticipated in the forward-looking statements as a result of many factors. Investors are urged to read this entire Circular carefully before making an investment decision.

The forward-looking statements in this Circular are based on the relevant Directors' beliefs and assumptions and information only as of the date of this Circular, and the forward-looking events discussed in this Circular might not occur. Therefore, investors should not place any reliance on any forward-looking statements. Except as required by law or regulation, the Directors undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future earnings or otherwise.

It should be noted that the risk factors listed above are not intended to be exhaustive and do not necessarily comprise all the risks to which the Group is or may be exposed or all those associated with an investment in the Group. In particular, the Group's performance is likely to be affected by changes in market and/or economic conditions, political, judicial, and administrative factors and in legal, accounting, regulatory and tax requirements in the areas in which it operates and holds its major assets. There may be additional risks and uncertainties that the Directors do not currently consider to be material or of which they are currently unaware which may also have an adverse effect upon the Group

PART III

NOTICE OF GENERAL MEETING

EMMERSON PLC

(Incorporated in the Isle of Man with registered number 013301V)

NOTICE IS HEREBY GIVEN THAT a General Meeting of Emmerson plc (the "Company") will be held at 11:00 a.m. on 25 March 2021 at 55 Athol Street, Douglas, Isle of Man IM1 1LA for the purpose of considering and, if thought fit, passing the following resolutions, in the case of each of Resolutions 1 and 2 as ordinary resolutions and in the case of Resolution 3, as a special resolution:

ORDINARY RESOLUTIONS

1 Delisting and Admission to AIM

THAT the directors of the Company (the "Directors") be and are hereby authorised to:

• (a) cancel the listing of the existing issued ordinary shares in the capital of the Company on the standard segment of the Official List of the Financial Conduct Authority and to remove such ordinary shares from trading on London Stock Exchange plc's main market for listed securities; and
• (b) apply for admission of the said existing issued Ordinary Shares to trading on AIM, the market of that name operated by London Stock Exchange plc.

2 Authority to allot shares

THAT subject to and conditional on the passing of Resolution 3 to authorise the Directors pursuant to Article 5 of the Articles to allot equity securities up to a maximum of 245,970,700 new ordinary shares representing 29.9% of the ordinary shares in issue as at the date of this Resolution 2 and that the Company shall be entitled to make offers or agreements before the expiry of this authority which would or might require shares to be allotted or equity securities to be granted after such expiry and the Directors shall be entitled to allot shares and grant equity securities pursuant to such offers or agreements as if this authority had not expired; and all unexercised authorities previously granted to the Directors to allot shares and grant equity securities be and are hereby revoked.

The authority given by this Resolution will expire on the earlier of the date falling 15 months following the passing of this Resolution 2 or the conclusion of the next annual general meeting of the Company (save as stated) and will replace the authority given to the Directors by resolution 5 passed at the Annual General Meeting of the Company which took place on 24 June 2020.

SPECIAL RESOLUTION

3 Disapplication of pre-emption rights

THAT in substitution for all existing authorities granted to the Directors and subject to and conditional on the passing of Resolution 2, the Directors be empowered under Article 5.2 of the Articles, to disapply pre-emption rights in relation to the allotment of equity securities up to a maximum of 245,970,700 new ordinary shares representing 29.9% of the ordinary shares in issue as at the date of this Resolution 3.

The power given by this Resolution will expire on the earlier of the date falling 15 months following the passing of this Resolution 3 or the conclusion of the next annual general meeting of the Company (save as stated) and will replace the authorities/power given to the Directors by resolution 6 passed at the Annual General Meeting of the Company which took place on 24 June 2020.

By Order of the Board

Mark Connelly Chairman

IMPORTANT NOTICE RE COVID-19

Compulsory UK Government Measures are currently in force requiring people to stay at home except for certain limited reasons and prohibiting, among other things, public gatherings of more than six people. Arrangements for the General Meeting remain subject to the Stay at Home Measures. 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 we will refuse entry to anyone who seeks to attend in person. Shareholders are strongly encouraged to register their vote in advance by appointing the Chairman of the meeting as their proxy and giving voting instructions.

The situation is constantly evolving, and the 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 Regulatory Information Service announcement.

NOTES

A Form of Proxy is enclosed which, to be valid, must be completed and delivered, sent by post or sent by facsimile to +44 (0) 1624 604790 or sent by email to lcain@fim.co.im together with the power of attorney or other authority (if any) under which it is signed (or a certified copy of such authority) to the Company's Registrar FIM Capital Limited, 55 Athol Street, Douglas, Isle of Man IM1 1LA so as to arrive not later than 11:00 a.m. on 23 March 2021, being 48 hours before the time of the meeting.

The Company, pursuant to Regulation 22 of the Uncertificated Securities Regulations 2006 (Isle of Man), specifies that only those members registered in the register of members of the Company as at 11:00 a.m. on 23 March 2021 (or in the event that the meeting is adjourned, on the register of members 48 hours before the time of any adjournment meeting) shall be entitled to attend or vote at the meeting in respect of the Ordinary Shares registered in their name at that time. Changes to entries on the register of members of the Company after 11:00 a.m. on 23 March 2021 (or, in the event that the meeting is adjourned, on the register of members less than 48 hours before the time of any adjourned meeting) shall be disregarded in determining the rights of any person to attend or vote at the meeting.