Network International Holdings — AGM Information 2021

Apr 9, 2021

8 April 2021

To,

Dear Shareholder,

Annual Report and Accounts 2020 and Notice of the 2021 Annual General Meeting

I am pleased to inform you that the Annual Report and Accounts for the year ended 31 December 2020 and the Notice of the 2021 Annual General Meeting ('AGM') of Network International Holdings Plc (the 'Company') have now been published on the Company's website at https://investors.networkinternational.ae/ and are also enclosed with this letter for those holders that elected to receive a hard copy.

Please read carefully the Notes to the Notice convening the AGM, and visit our website https://investors. networkinternational.ae/ for updates on any impact on the AGM as a result of measures implemented in relation to the COVID-19 situation.

AGM attendance and UK Government restrictions

The Company's Annual General Meeting will be held as a hybrid meeting, which will allow members to participate electronically or, subject to UK Government restrictions (please see below), in person at The Lincoln Centre 18 Lincoln's Inn Fields, London, WC2A 3ED, at 11:00 am on 20 May 2021.

On 22 February 2021, the UK Government published the "COVID-19 Response – Spring 2021" laying down the Government's plan to slowly move out of the lockdown imposed in relation to the fight against the COVID-19 pandemic (the "Roadmap"). This Roadmap explains in four steps, what will happen over the period from February 2021 and sets out the four tests that the UK Government will apply before deciding whether the next step in the phased easing of the lockdown measures can be introduced.

On 5 April 2021, the UK Government announced that the four tests had been satisfied and accordingly Step 2 of the Roadmap would take effect from 12 April 2021, being the earliest date for Step 2 as set out in the Roadmap. Step 2 would not allow physical attendance at the AGM on 20 May 2021. However, if the four tests are satisfied in relation to Step 3 by 12 May 2021, the UK Government would be expected to announce the introduction of Step 3 with effect from 17 May 2021 at the earliest. Step 3 would allow so called 'large events' such as AGMs to take place subject to detailed and strict capacity limits. As mentioned in the Chair's letter on page 2 of the Notice of the 2021 AGM, even as restrictions are lifted, everyone should carry on with the good practices that reduce transmission of COVID-19 and businesses must also continue to take necessary precautions. The safety and wellbeing of our shareholders and staff remains paramount in our arrangements.

If the lockdown restrictions are extended and/or amended such that restrictions remain in place on 20 May 2021, shareholders must not attend the AGM in person; The AGM will, in any event, be conducted as a hybrid meeting and it is expected that two Directors will be present at the meeting venue or, if that is not possible, a location to be determined by the Board; and shareholders will be able to participate electronically as explained in the Notes to the Notice convening the AGM and on the Company's website. Any changes to the AGM arrangements will be announced via RNS and also on the Company's website.

If the lockdown restrictions (as may be amended by the UK Government from time to time) are relaxed such that they no longer restrict public gatherings and or travel to such gatherings, we would still ask you to review all UK Government guidance and consider whether your travel to and attendance at the AGM is necessary.

We encourage you to monitor the UK Government's Roadmap out of lockdown and any other restrictions and guidance on travel and meetings.

Proxy voting

You will not receive a hard copy form of proxy for the 2021 AGM in the post. Instead, you will be able to vote electronically using the link www.signalshares.com. You will need to log into your Signal Shares account, or register if you have not previously done so, to register you will need your Investor Code, this is detailed on your share certificate or available from our Registrar, Link Group.

Voting by proxy prior to the AGM does not affect your right to attend the AGM and vote in person should you so wish. Proxy votes must be received no later than 11:00 on Tuesday 18 May 2021.

If you need help with voting online, please contact our Registrar, Link Group, on Tel: 0371 664 0391. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 – 17:30, Monday to Friday excluding public holidays in England and Wales. Or email Link at shareholderenquiries@linkgroup.co.uk

Action you should take

Your vote remains important to us and we encourage you to appoint your proxy as detailed in notes 16 to 21 and 23, or if you are a CREST member, appoint your proxy through the CREST proxy appointment service as detailed in note 22. Please note that the deadline for the receipt by our Registrars of all proxy appointments is 11:00 am on 18 May 2021.

The Board considers that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole. Your Board unanimously recommends that you vote in favour of the resolutions.

We also encourage you to use the electronic mode for participating in the meeting. The electronic mode will give you the opportunity to participate online in the AGM, using your smartphone, tablet or computer, and you will be able to watch and listen to the proceedings at the meeting, ask questions, and cast your votes electronically as well. Please see the enclosed 'online shareholders meeting guide' for further details. This letter provides you with the Meeting ID, log in ID and your unique pin code required to login.

Future Shareholder Communications

The majority of shareholders choose to receive Annual Reports and Notices of meetings electronically. This has a number of advantages for the Company and its shareholders. It increases the speed of communication, saves you time and reduces print and distribution costs and our impact on the environment.

Company law requires that the Company asks shareholders to consent to the receipt of communications electronically and via a website*. Please note that if you consent to website publication you will continue to be notified in writing and through the release of an announcement on the London Stock Exchange each time the Company places a statutory communication on the website. Annual Reports and other documents which are required to be sent to shareholders ('shareholder information') are published on our website at https://investors.networkinternational.ae/. If you consent, the website will be the way in which you access all future shareholder information.

Please note that you still have the right to request hard copies of shareholder information at no charge.

• › If you would like to receive notifications by email, you can register your email address via the Share Portal www.signalshares.com or write to FREEPOST SAS (no stamp or further address detail is required. Please write in BLOCK CAPITALS).
• › If you would like to receive shareholder information by means of a website, there is nothing more you need to do. You will be notified by post when shareholder information has been placed on the website.
• › If you would like to receive shareholder information in hard copy form, you can register your request via the Share Portal www.signalshares.com or write to FREEPOST SAS (no stamp or further address detail is required. Please write in BLOCK CAPITALS).

Please note that if you hold your shares corporately or in a CREST account, you are not able to use the Share Portal to inform us of your preferred method of communication and should instead write to FREEPOST SAS (no stamp or further address detail is required. Please write in BLOCK CAPITALS).

If we do not receive a reply from you within 28 days of the date of dispatch of this letter, you will be deemed to have consented to website publication of shareholder information and you will not receive hard copies of shareholder information in the post.

Thank you for your continued support as a shareholder of Network International Holdings Plc.

Yours sincerely

Jaishree Razzaq

Chief Risk Officer and Group Company Secretary Network International Holdings Plc

This letter has been sent to registered shareholders and to certain beneficial owners of shares who have been nominated by their registered holders of shares to enjoy information rights in accordance with section 146 of the Companies Act 2006 ("nominated persons"). Such nominated persons are advised that, in order to vote at the forthcoming Annual General Meeting, they must issue an instruction to the registered holder of their shares. The Company may only accept instructions from registered holders of its shares and it would therefore be unable to act upon any instructions received from nominated persons.

Online Shareholders' Meeting Guide 2021

Attending the AGM electronically

We will be conducting a hybrid AGM, giving you the opportunity to attend the AGM and participate online, rather than attend in person, using your smartphone, tablet or computer.

If you choose to participate online you will be able to watch and listen to a live broadcast of the meeting, ask the board questions and submit your votes in real time and you will need to follow the enclosed Network International Shareholder Meeting guide.

^* The Company reserves the right to send hard copy documents to shareholders where, for example, overseas securities laws do not permit electronic communication or in other circumstances where the Company considers that electronic delivery may not be appropriate.

Network International Shareholder Guide

Meeting ID:118-360-914

Meeting Access

Shareholders can participate in the AGM electronically, should they wish to do so. This can be done by accessing the meeting website: https://web.lumiagm.com

This can be accessed online using most well-known internet browsers such as Internet Explorer (not compatible with versions 10 and below), Chrome, Firefox and Safari on a PC, laptop or internet-enabled device such as a tablet or smartphone.

On accessing the meeting website, you will be asked to enter the Meeting ID above.

You will then be prompted to enter your unique 11 digit Investor Code (IVC) including any leading zeros, and 'PIN'. Your PIN is the last 4 digits of your IVC. This will authenticate you as a shareholder.

Your IVC can be found on your share certificate, or Signal Shares users (www.signalshares.com) will find this under 'Manage your account' when logged in to the Signal Shares portal. You can also obtain this by contacting Link, our Registrar, by calling +44 (0) 371 277 1020*

Access to the meeting will be available from 10:30 am on 20 May 2021; however, please note that your ability to vote will not be enabled until the Chairman formally declares the poll open.

Broadcast

The meeting will be broadcast in audio format. Once logged in, and at the commencement of the meeting, you will be able to listen to the proceeding of the meeting on your device.

	1

Voting

Once the Chair has formally opened the meeting, the voting procedure will be explained. Once voting has opened, the polling icon will appear on the navigation bar. From here, the resolutions and voting choices will be displayed.

Select the option that corresponds with how you wish to vote. Once you have selected your choice, the option will change colour and a confirmation message will appear to indicate your vote has been cast and received. There is no submit button. If you make a mistake or wish to change your vote, simply select the correct choice. If you wish to "cancel" your vote, select the "cancel" button. You will be able to do this at any time whilst the poll remains open and before the Chair announces its closure.

Questions

Shareholders attending electronically may ask questions by typing and submitting their question in writing. Select the messaging icon from within the navigation bar and type your question at the bottom of the screen. To submit your question, click on the arrow icon to the right of the text box.

^* Lines are open from 9.00 a.m. to 5.30 p.m. Monday to Friday, calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate.

Requirements

An active internet connection is required at all times in order to allow you to cast your vote when the poll opens, submit questions and listen to the audiocast. It is the user's responsibility to ensure you remain connected for the duration of the meeting.

Duly appointed proxies and corporate representatives

If you wish to appoint a proxy other than the Chair of the meeting and for them to attend the virtual meeting on your behalf, please submit your proxy appointment in the usual way before contacting Link Group on +44 (0) 371 277 1020* in order to obtain their IVC and PIN. It is suggested that you do this as soon as possible and at least 48 hours (excluding non-business days) before the meeting.

If your shares are held within a nominee and you wish to attend the electronic meeting, you will need to contact your nominee as soon as possible. Your nominee will need to present a corporate letter of representation to Link Group, our registrar, as soon as possible and at least 72 hours (excluding non-business days) before the meeting, in order that they can obtain for you your unique IVC and PIN to enable you to attend the electronic meeting.

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* Lines are open from 9.00 a.m. to 5.30 p.m. Monday to Friday, calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate.