Network International Holdings — AGM Information 2021

Apr 9, 2021

Network International Holdings Plc

(incorporated in England and Wales under number 11849292) (the 'Company')

Registered office: Suite 1, 3rd Floor 11 – 12 St. James's Square, London, SW1Y 4LB, United Kingdom

Notice of Annual General Meeting

The Lincoln Centre, 18 Lincoln's Inn Fields, London, WC2A 3ED, United Kingdom

11:00 am on 20 May 2021

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any aspect of the proposals referred to in the document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant or other independent professional adviser. If you have sold or otherwise transferred all of your shares, please pass this document, together with the accompanying documents (except for any personalised form of proxy), to the purchaser or transferee, or to the person who arranged the sale or transfer, so that they can pass them to the person who now holds the shares.

8 April 2021

Dear Shareholder,

I am writing to give you details of our second annual general meeting ('AGM') to be held at 11:00 am on 20 May 2021. The formal notice of AGM is set out on pages 3 to 5 of this document and an explanation of certain business to be considered and voted on at the AGM is set out on pages 6 to 11.

We are keen to facilitate the full participation by shareholders at our 2021 AGM this year, despite the uncertainty due to the COVID-19 pandemic. At present, while it is currently expected to be possible under the UK Government's Roadmap set out in its 'COVID-19 Response – Spring 2021' to hold the AGM in person subject to safety and capacity constraints, there is no certainty that the tests set out in that Roadmap will be met and that physical attendance at the AGM will be permitted. Furthermore, the Roadmap makes clear that 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.

In line with the above, we propose to hold the AGM 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. Electronic participation allows you to attend and listen to the proceedings of the AGM, ask questions and vote your shares.

Should you wish to attend the AGM in person, please note that there will be a maximum number of shareholders we are able we are able to admit within safety constraints and in accordance with government guidelines. It will remain important for you to consider the risks for yourself, taking into account whether you and those you meet have been vaccinated or are at greater risk, and whether your travel to and attendance at the AGM is necessary. In view of the constantly evolving nature of the situation, we want to ensure that we are able to adapt our arrangements efficiently to respond to changes in circumstances. Can I therefore refer you to the accompanying letter from Jaishree Razzaq, our Chief Risk Officer and Group Company Secretary, which gives more details of our current plans in relation to the holding of our AGM and how to participate electronically should you so wish.

Any changes to our AGM arrangements will be publicised by way of an RNS announcement and our website at https://investors.networkinternational.ae/. Please be sure to check this website in advance of the meeting for the latest position.

Proxy Voting

Your vote remains important to us and we encourage you to appoint your proxy electronically via Signal Shares 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.

Yours faithfully,

Ron Kalifa, OBE

Chairman

Notice of Annual General Meeting

Notice is hereby given that the second Annual General Meeting of Network International Holdings plc (the 'Company') will be held as a hybrid meeting at The Lincoln Centre, 18 Lincoln's Inn Fields, London, WC2A 3ED, United Kingdom, on Thursday, 20 May 2021 at 11:00 am for the following purposes:

To consider and, if thought fit, pass resolutions 1 to 17, which will be proposed as ordinary resolutions of the Company, and resolutions 18 to 21, which will be proposed as special resolutions of the Company.

Ordinary resolutions

Annual report and accounts

1. To receive the annual report and accounts for the financial year ended 31 December 2020.

Remuneration report

1. To approve the Directors' remuneration report for the financial year ended 31 December 2020, as set out on pages 132 to 148 of the annual report and accounts 2020.

Directors

• 1. To re-elect Rohinton Kalifa, OBE as a director.
• 1. To elect Nandan Mer as a director.
• 1. To re-elect Darren Pope as a director.
• 1. To re-elect Anil Dua as a director.
• 1. To re-elect Victoria Hull as a director.
• 1. To elect Rohit Malhotra as a director.
• 1. To re-elect Ali Haeri Mazanderani as a director.
• 1. To re-elect Habib Al Mulla as a director.
• 1. To elect Diane Radley as a director.
• 1. To elect Monique Shivanandan as a director.
• 1. To re-elect Suryanarayan Subramanian as a director.

Auditors

• 1. To re-appoint KPMG LLP as auditors until the conclusion of the next annual general meeting at which the accounts are laid.
• 1. To authorise the audit & risk committee for and on behalf of the board to determine the remuneration of the auditors.

Political donations

• 1. That, in accordance with section 366 of the Companies Act 2006, the Company and all companies that are subsidiaries of the Company at any time during the period for which this resolution has effect are authorised to:
  2. (a) make political donations to political parties and/or independent election candidates, not exceeding £100,000 in total;
  3. (b) make political donations to political organisations other than political parties, not exceeding £100,000 in total; and
  4. (c) incur political expenditure not exceeding £100,000 in total,

provided that the aggregate amount of any such donations and expenditure shall not exceed £100,000 during the period beginning with the date of the passing of this resolution and ending at the close of business on 30 June 2022, or the conclusion of the next annual general meeting of the Company after the passing of this resolution, whichever is earlier.

For the purpose of this resolution the terms "political donations", "political parties", "independent election candidates", "political organisations" and "political expenditure" have the meanings set out in sections 363 to 365 of the Companies Act 2006.

Authority to allot shares

1. That:

2. (a) the Directors be authorised to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company:

3. (i) in accordance with article 6 of the Company's articles of association, up to a maximum nominal amount of £18,333,333 (such amount to be reduced by the nominal amount of any equity securities (as defined in article 7 of the Company's articles of association) allotted under paragraph (ii) below in excess of £18,333,333); and
4. (ii) comprising equity securities (as defined in article 7 of the Company's articles of association) up to a maximum nominal amount of £36,666,666 (such amount to be reduced by any shares allotted or rights granted under paragraph (i) above) in connection with an offer by way of a rights issue (as defined in article 7 of the Company's articles of association);
   • (b) this authority shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution, or the close of business on 30 June 2022, whichever is earlier; and
   • (c) all previous unutilised authorities under section 551 of the Companies Act 2006 shall cease to have effect (save to the extent that the same are exercisable pursuant to section 551(7) of the Companies Act 2006 by reason of any offer or agreement made prior to the date of this resolution which would or might require shares to be allotted or rights to be granted on or after that date).

Special resolutions

General authority to dis-apply pre-emption rights

• 1. That:
  2. (a) in accordance with article 7 of the Company's articles of association, the Directors be given power to allot equity securities for cash;
  3. (b) the power under paragraph (a) above (other than in connection with a rights issue, as defined in article 7 of the Company's articles of association) shall be limited to the allotment of equity securities having a nominal amount not exceeding in aggregate £2,750,000;
  4. (c) this authority shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or at the close of business on 30 June 2022, whichever is earlier.

Additional authority to dis-apply pre-emption rights

1. That:

2. (a) in addition to any authority granted under resolution 18, the Directors be given power:

3. (i) subject to the passing of resolution 17, to allot equity securities (as defined in section 560 of the Companies Act 2006) for cash pursuant to the authority conferred on them by that resolution under section 551 of that Act; and
4. (ii) to allot equity securities as defined in section 560(3) of that Act (sale of treasury shares) for cash,

in either case as if section 561 of that Act did not apply to the allotment or sale, but this power shall be:

• (A) limited to the allotment of equity securities up to a maximum nominal amount of £2,750,000; and
• (B) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the board of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice;
  • (b) this power shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or at the close of business on 30 June 2022, whichever is earlier; and
  • (c) the Company may, before this power expires, make an offer or enter into an agreement, which would or might require equity securities to be allotted after it expires and the Directors may allot equity securities in pursuance of such offer or agreement as if this power had not expired.

Market purchase of own shares

• 1. That, in accordance with section 701 of the Companies Act 2006 (the 'Act'), the Company is generally and unconditionally authorised to make market purchases (within the meaning of section 693 of the Act) of ordinary shares in the capital of the Company ('Ordinary Shares') on such terms and in such manner as the Directors of the Company may determine provided that:
  2. (i) the maximum number of Ordinary Shares that may be purchased under this authority is 55,000,000;
  3. (ii) the maximum price which may be paid for any Ordinary Share purchased under this authority (exclusive of expenses payable by the Company in connection with the purchase) shall not be more than the higher of:
• (A) an amount equal to 105% of the average of the middle market prices shown in the quotations for the Ordinary Shares in the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that Ordinary Share is purchased; and
• (B) an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out;
  • (iii) the minimum price which may be paid shall be the nominal value of that Ordinary Share (exclusive of expenses payable by the Company in connection with the purchase);
  • (iv) this authority shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution, or at the close of business on 30 June 2022, whichever is earlier, unless renewed before that time; and
  • (v) the Company may make a contract or contracts to purchase Ordinary Shares under this authority before its expiry which will or may be executed wholly or partly after the expiry of this authority and may make a purchase of Ordinary Shares in pursuance of any such contract.

Notice period for general meetings

1. That a general meeting (other than an annual general meeting) may be called on not less than 14 clear days' notice.

Suite 1, 3rd Floor 11 – 12 St. James's Square, Jaishree Razzaq United Kingdom Registered number: 11849292

8 April 2021

Registered office: By order of the Board,

London, SW1Y 4LB, Chief Risk Officer & Group Company Secretary

Explanatory notes to the Notice of AGM

The notes on the following pages give an explanation of the proposed resolutions.

Resolutions 1 to 17 (inclusive) are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 18 to 21 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Ordinary resolutions

Resolution 1 – receipt of annual report and accounts

The Directors must present the Company's annual report and accounts to the AGM.

Resolution 2 – approval of the Directors' remuneration report

Shareholders are asked to approve the Directors' remuneration report set out on pages 132 to 148 of the annual report and accounts. This vote is advisory, and the Directors' entitlement to remuneration is not conditional on it.

Resolutions 3-13 – re-election of Directors

In accordance with the UK Corporate Governance Code and the Company's articles of association, each Director who wishes to remain in office will submit him/herself for re-election by shareholders at the AGM. Biographical details of the Directors standing for re-election, including the reasons why their contributions are important to the Company's long-term sustainable success, are set out in Appendix 1.

Resolutions 14-15 – re-appointment and remuneration of the auditors

The Board is proposing the re-appointment of KPMG LLP as the Company's auditors, following the recommendation of the audit & risk committee. Resolution 15 authorises the audit & risk committee to determine the auditors' remuneration.

Resolution 16 – political donations/expenditure

Part 14 of the Companies Act 2006, amongst other things, prohibits the Company and its subsidiaries from making EU political donations or from incurring political expenditure in respect of a political party or other political organisation or an independent election candidate unless authorised by the Company's shareholders. Aggregate donations made by the Group of £5,000 or less in any 12-month period will not be caught.

Neither the Company nor any of its subsidiaries has any intention of making any political donations or incurring any political expenditure. However, the Companies Act 2006 defines "political party", "political organisation", "political donation" and "political expenditure" widely. For example, bodies, such as those concerned with policy review and law reform or with the representation of the business community or sections of it, which the Company and/or its subsidiaries may see benefit in supporting, may be caught.

Accordingly, the Company wishes to ensure that neither it nor its subsidiaries inadvertently commits any breaches of the Companies Act 2006 through the undertaking of routine activities, which would not normally be considered to result in the making of political donations and political expenditure being incurred.

As permitted under the Companies Act 2006, the resolution covers the Company and extends to all companies which are subsidiaries of the Company at any time the authority is in place. The proposed authority will expire at the next annual general meeting of the Company or at the close of business on 30 June 2022, whichever is earlier.

Resolution 17 – authority to allot shares

At the last AGM held on 30 April 2020, the shareholders authorised the Board, under section 551 of the Companies Act 2006, to allot ordinary shares without the prior consent of shareholders for a period expiring at the conclusion of the earlier of the forthcoming AGM or, the close of business on 30 June 2021.

The Company has exercised this authority by allotting 50,000,000 ordinary shares of 10p each representing approximately 10% of the then current issued share capital of the Company by way of a non-pre-emptive placing. The gross proceeds raised of approximately £205 million will be used to fund the acquisition of the DPO Group for a total consideration of USD288 million.

It is proposed to renew this authority and to authorise the Board to allot ordinary shares or grant rights to subscribe for or convert any security into shares in the Company for a period expiring at the conclusion of the next AGM or 30 June 2022, whichever is earlier.

Paragraph (a)(i) of resolution 17 will allow the Directors to allot ordinary shares up to a maximum nominal amount of £18,333,333 representing approximately one-third (33.33%) of the Company's existing issued share capital, calculated as at 31 March 2021 (being the latest practicable date prior to publication of this circular). In accordance with institutional guidelines issued by the Investment Association, paragraph (a)(ii) of the resolution will allow Directors to allot, including the ordinary shares referred to in paragraph (a)(i) of the resolution, further of the

Company's ordinary shares in connection with a pre-emptive offer by way of a rights issue to ordinary shareholders up to a maximum nominal amount of £36,666,666, representing approximately two-thirds (66.66%) of the Company's existing issued share capital, calculated as at 31 March 2021. As at 31 March 2021, the Company does not hold any shares in treasury.

The Directors have no present intention of exercising this authority. However, if they do exercise the authority, the Directors intend to follow best practice as regards its use, as recommended by the Investment Association.

Resolution 17 will be proposed as an ordinary resolution to renew this authority until the conclusion of the next annual general meeting or the close of business on 30 June 2022, whoever is earlier.

Special resolutions

Resolution 18 – general authority to dis-apply pre-emption rights

At the last AGM held on 30 April 2020, the shareholders authorised the Board, under sections 570 to 573 of the Companies Act 2006, to allot shares for cash without first being required to offer such shares to existing shareholders.

The Company has exercised this authority by allotting 50,000,000 ordinary shares of 10p each representing approximately 10% of the then current issued share capital of the Company by way of a non-pre-emptive placing. The gross proceeds raised of approximately £205 million will be used to fund the acquisition of the DPO Group for a total consideration of USD288 million.

It is proposed that this authority also be renewed in line with institutional shareholder guidelines. If approved, the resolution will authorise the Directors, in accordance with the articles of association, to issue shares in connection with a rights issue or other pre-emptive offer and otherwise to issue shares for cash up to a maximum nominal amount of £2,750,000 which includes the sale for cash on a non pre-emptive basis of any shares the Company may hold in treasury. The £2,750,000 maximum nominal amount of equity securities to which this authority relates represents approximately 5% of the issued share capital of the Company as at 31 March 2021. As at 31 March 2021, the Company does not hold any shares in treasury.

The Directors do not intend to issue more than 7.5% of the issued share capital of the Company for cash on a non pre-emptive basis in any rolling three-year period (other than in connection with an acquisition or specified capital investment as described in the Pre-emption Group's Statement of Principles) without prior consultation with shareholders.

Resolution 18 will be proposed as a special resolution to renew this authority until the conclusion of the next AGM or the close of business on 30 June 2022, whichever is earlier.

Resolution 19 – additional authority to dis-apply pre-emption rights

Resolution 19 requests further shareholder approval, by way of a separate special resolution in line with the best practice guidance issued by the Pre-Emption Group, for the Directors to allot equity securities or sell treasury shares for cash without first being required to offer such securities to existing shareholders. The proposed resolution reflects the Pre-emption Group 2015 Statement of Principles for the disapplication of pre-emption rights (the Statement of Principles) and will expire on 30 June 2022 or at the conclusion of next year's annual general meeting, whichever is the earlier.

The authority granted by this resolution, if passed:

• (A) will be limited to the allotment of equity securities and sale of treasury shares for cash up to an aggregate nominal value of £2,750,000, which represents approximately 5% of the issued share capital of the Company as on 31 March 2021 (being the latest practicable date prior to publication of this circular); and
• (B) will only be used in connection with an acquisition or other capital investment of a kind contemplated by the Statement of Principles, and which is announced contemporaneously with the allotment, or has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.

The authority granted by this resolution would be in addition to the general authority to disapply pre-emption rights under resolution 18. The maximum nominal value of equity securities which could be allotted if both authorities were used would be £5,500,000, which represents approximately 10% of the issued share capital of the Company as at 31 March 2021.

Resolution 19 will be proposed as a special resolution to renew this authority until the conclusion of the next AGM or the close of business on 30 June 2022, whichever is earlier.

Resolution 20 – market purchase of own shares

The shareholders of the Company empowered the Directors by way of a special resolution on 30 April 2020, to purchase the Company's ordinary shares in the market, and it is proposed that this authority be renewed. The power given by the resolution will only be exercised if the Board is satisfied that any purchase will increase the earnings per share of the ordinary share capital in issue after the purchase and, accordingly, that the purchase is in the interests of shareholders. The Board will also give careful consideration to gearing levels of the Company and its general financial position. The purchase price would be paid out of distributable profits.

The Companies Act 2006 permits certain listed companies to hold shares in treasury, as an alternative to cancelling them, following a purchase of own shares by the Company. Shares held in treasury may subsequently be cancelled, sold for cash or used to satisfy share options and share awards under the Company's employees' share schemes.

Once held in treasury, the Company is not entitled to exercise any rights, including the right to attend and vote at meetings in respect of the shares. Further, no dividend or other distribution of the company's assets may be made to the company in respect of the treasury shares.

If the Board exercises the authority conferred by this resolution, they may consider holding those shares in treasury, rather than cancelling them. The Board believes that holding shares in treasury would provide the Company with greater flexibility in the management of its share capital. The Board will also consider using the treasury shares to satisfy share options/awards under the Company's employees' share schemes.

The maximum number of shares which may be purchased under the proposed authority will be 55,000,000 shares representing approximately 10% of the issued ordinary share capital of the Company as at 31 March 2021. The price paid for shares will not be less than the nominal value (of £0.10 per share) nor more than the higher of: (a) 5% above the average of the middle market quotation of the Company's ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days preceding the day on which the shares are purchased; and (b) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out.

This resolution will be proposed as a special resolution to provide the Company with the necessary authority. The authority will expire on 30 June 2022 or at the conclusion of next year's annual general meeting, whichever is earlier.

Resolution 21 – notice period for general meetings

The notice period required by the Companies Act 2006 for general meetings of the Company is clear 21 days unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days. (Annual general meetings must always be held on at least 21 clear days' notice.) This resolution, if passed, authorises the calling of general meetings other than an annual general meeting on not less than 14 clear days' notice, and will be effective until the Company's next annual general meeting, when it is intended that a similar resolution will be proposed. In order to be able to call a general meeting on less than 21 clear days' notice, the Company must make a means of electronic voting available to all shareholders for that meeting. The flexibility offered by this resolution will be used where, taking into account the circumstances, the Directors consider this appropriate in relation to the business to be considered at the meeting and in the interests of the Company and shareholders as a whole. This resolution will be proposed as a special resolution.

Appendix 1

Directors Seeking Re-Election

In December 2020, the Nomination Committee conducted a thorough process to review the skills, experience and knowledge of the individual Directors, conducted a gap analysis by mapping the results against the strategic priorities and main trends affecting the long-term success of the Company, and agreed the experiential requirements of additional Directors. This process led to the appointment to the Board of Diane Radley and Monique Shivanandan. Following Simon Haslam's decision to retire from the Company after 40 years in the financial services industry, a thorough process and global leadership search was conducted by the Nomination Committee, and upon its recommendation, the board appointed Nandan Mer as Group CEO with effect from 1 February 2021, in place of Simon.

Suryanarayan Subramanian, who was nominated for appointment to the Board pursuant to the relationship agreement between the Company and Emirates NBD Bank PJSC ("ENBD"), has continued as a Director at the Company's request. He has informed the Board that with effect from 1 January 2020, he no longer holds the position of the Group Chief Financial Officer of ENBD. ENBD has also informed by its letter dated 16 July 2020 that Suryanarayan Subramanian does not represent ENBD's interest on the Company's Board. Accordingly, the Board acknowledges that in accordance with Provision 10 of the Code, Suryanarayan Subramanian cannot presently be regarded as independent, but is satisfied that since 1 January 2020, there is no ongoing conflict of interest.

The performance of the Directors is monitored by the Chairman on an ongoing basis and, additionally in the case of the CEO and CFO, the Remuneration Committee. In addition, a formal and rigorous annual evaluation of the performance of the Board, its Committees, the Chairman and individual Directors was carried out in the second half of 2020, and the evaluation report reviewed by the Board in February 2021. Based on the outputs from the review and monitoring processes described above, the Board believes that all of the Directors standing for election or re-election at the 2021 AGM continue to perform effectively and that their diverse, extensive and complementary experience will be valuable in the development and execution of the Company's strategy and the creation of shareholder value. The Board also believes that the skills, experience and knowledge of each Director being proposed for election or re-election (as described in their biographies below) and the contribution that each makes to the Board's deliberations is, and continues to be, important in delivering the Company's long-term sustainable success.

Each of the non-executive Directors standing for election or re-election has given assurance to the Board that they remain committed to their role and will ensure that they devote sufficient time to it, including attendance at Board and Committee meetings. The Board has determined that each of Darren Pope, Victoria Hull, Habib Al Mulla, Anil Dua, Ali Mazanderani, Diane Radley and Monique Shivanandan, is independent.

In reaching the above determination of independence, the Board considered the following (which was fully disclosed on page 107 of the 2020 annual report and accounts and in paragraph 6.9 on page 201 of the Additional Information Section of the Prospectus published prior to the IPO):

• › Habib Al Mulla is related to the Vice Chairman of ENBD, by virtue of being married to the Vice Chairman of ENBD's sister;
• › Habib Al Mulla is the Executive Chairman of Baker McKenzie Habib Al Mulla, the Chairman of the Board of Trustees of the Dubai International Arbitration Centre and is a UAE lawyer with over 30 years' experience. As the head of Baker McKenzie Habib Al Mulla's Disputes practice, Habib Al Mulla may occasionally be contacted by ENBD in the context of providing general advice or clarification in his area of expertise but in the vast majority of engagements other partners from within Baker McKenzie Habib Al Mulla have ultimate responsibility for the relevant engagement. However, Habib Al Mulla has himself never had a business relationship with the Vice Chairman of ENBD nor with ENBD; and
• › Habib Al Mulla has confirmed to the Board that he is not acting for or with ENBD and will at all times act independently without influence from the Vice Chairman of ENBD or ENBD. Accordingly, the Board has concluded that Habib is independent, as defined in the Code.

Biographical details of the Directors standing for re-election

Ron Kalifa, OBE

Chairman

Appointed to the Board as Chairman in March 2019

Committee memberships

Chair of Nomination Committee and a member of Remuneration Committee

Ron brings to the Board significant experience in the payments industry, having been CEO of Worldpay for over 10 years, building and leading Worldpay into a premier global payments company. In 2018, Ron was awarded an OBE for services to Financial Services and Technology. Very recently, Ron Kalifa chaired the Independent Review of UK Fintech published by the UK Government in February 2021.

Current external appointments

Chairman of FutureLearn, Non-Executive Director, England & Wales Cricket Board, Non-Executive Director, Court of the Bank of England, Non-Executive Director, Transport For London, and a member of the Council of Imperial College, London.

Nandan Mer

Group Chief Executive Officer Committee memberships

–

Appointed to the Board as Chief Executive Officer in February 2021.

Nandan brings to the Board more than 30 years' experience in building and growing businesses, and has a strong background in payments, consumer finance and corporate banking, in addition to the Middle East and African markets. Prior to joining Network International, Nandan had an 11-year career at Mastercard, serving as Strategy Head for International Markets, President for the Japanese business and Head of Global Consumer Credit and Loyalty Solutions. He has also held senior positions at American Express, Citigroup and United Bank for Africa.

Chair of Audit and Risk Committee and member of Nomination Committee

Current external appointments

Darren Pope

–

Senior Independent Non-Executive Director Appointed to the board

as the Senior Independent Director in March 2019.

Darren brings to the Board over 30 years' experience in the financial services industry.

Committee memberships

Most recently, Darren served as CFO and Board Member of TSB Bank plc. Darren has held a number of other senior positions at Lloyds Banking Group, Egg plc and Prudential plc. He additionally chairs the Audit committee at Equiniti PLC and the Remuneration Committee at Virgin Money UK PLC. He previously served as an Independent Non-Executive Director and Chair of the Audit Committee of Virgin Money Holdings (UK) plc prior to its acquisition by CYBG plc (now Virgin Money UK plc) in October 2018. He is a qualified accountant.

Current external appointments

Senior Independent Director, Equiniti Group plc, Independent Non-Executive Director, Virgin Money UK plc, Chairman of UK Subsidiary of Silicon Valley Bank.

Anil Dua

Independent Non-Executive Director

Committee memberships

Member of Audit and Risk Committee

Appointed to the board as an Independent non-executive Director in January 2020.

Anil brings to the Board extensive experience operating in the pan-African financial services sector. Anil is Founding Partner at Gateway, a private equity fund specialising in dynamic growth markets including Africa, the Middle East and Asia.

Prior to this, Anil worked for over 35 years with Standard Chartered Bank in Asia, Africa, Europe and US, where he held various roles including Regional CEO West Africa and Regional Head of Origination and Client Coverage, Africa.

Current external appointments

Non-Executive Director, Liquid Telecom, Non-Executive Director, African Export Import Bank, Non-Executive Director, Nouvobanq, Independent Non-Executive Director, Heirsholdings Oil and Gas Limited.

Victoria Hull

Committee memberships

Independent Non-Executive Director Appointed to the board as an Independent non-executive

Director in March 2019.

Victoria brings to the Board senior level experience across many diverse sectors, including an extensive corporate governance and Remuneration Committee background. She is a former Executive Director of Invensys plc, a FTSE 100 global industrial and software company, and former Executive Director of Telewest Communications plc. Also a qualified lawyer, her legal career commenced at Clifford Chance LLP in 1986 where she gained knowledge and experience working internationally on M&A for both public and private companies.

Chair of the Remuneration Committee and member of Nomination Committee

Current external appointments

Senior Independent Director, Ultra Electronics plc, Non-Executive Director, RBG Holdings plc.

Committee memberships

–

Rohit Malhotra

Group Chief Financial Officer

Appointed to the Board as Chief Financial Officer in June 2020.

Rohit brings to the Board more than 20 years of experience in financial activities. Prior to joining Network International in 2010, he was the Head of Financial Policy and Processes at Emirates NBD Bank. Prior to that, he was one of the senior team leads in the Global Balance Sheet Reporting function of American Express, working closely with the Investor Relations team and before that he managed the Financial Planning activities for Nestle's South Asia Region.

Current external appointments –

Ali Mazanderani

Independent

Non-Executive Director Appointed to the board as an Independent non-executive

Director in January 2020.

Ali brings to the Board extensive experience in the global payments industry. Most recently, Mr Mazanderani was a partner at Actis LLP, a global emerging markets investment firm. He has led multiple financial technology transactions, ranging from growth equity investments to leveraged buyouts in global businesses. Prior to this, Mr Mazanderani served as Lead Strategy Consultant at the First National Bank of South Africa and as a Consultant at OC&C Strategy Consultants in London.

Current external appointments

Non-Executive Director, Stone Co. Limited, Non-Executive Director, NET1 UEPS, Non-Executive Director, TTMFS Singapore PTE Limited, Chairman, SaltPay.

Habib Al Mulla

Independent

Committee memberships

Committee memberships

Member of Remuneration Committee

Non-Executive Director Appointed to the board as an Independent non-executive Director in March 2019.

Member of Nomination Committee

Dr Habib brings to the Board extensive experience in UAE law. Dr Habib was Chairman of the CIArb (Chartered Institute of Arbitrators) UAE Committee, Chairman of the board of trustees for the Dubai International Arbitration Centre ('DIAC'), and on the Board of Governors of American University in Dubai. Dr Habib was the architect of the legal framework establishing the Dubai International Financial Centre. Dr Habib also served as Chairman of the Legislative Committee of the Dubai Financial Services Authority ('DFSA'). Dr Habib has held numerous government positions, including as a member of the UAE Federal National Council, the federal parliament of the UAE, member of the Legislative Committee, member of the Economic Committee, Director of the Institute of Advanced Legal and Judicial Studies, in charge of training judges and prosecutors in the Emirate of Dubai and Chairman of the UAE Jurists Association.

Current external appointments

Partner, Baker McKenzie Habib Al Mulla.

Diane Radley

Independent

Committee memberships

Non-Executive Director Appointed to the board as

an Independent non-executive Director in January 2021.

Diane brings to the Board extensive experience of the African market. She specialises in finance, audit and risk related matters. Diane was previously Chief Executive Officer at Old Mutual Investment Group from 2011 to 2016 having held the position of Group Finance Director from 2008. She has

Member of Audit & Risk Committee and Remuneration Committee with effect from 1 January 2021

Current external appointments

also led the Transaction Services Group at PwC South Africa.

Non-Executive Director, Transaction Capital Limited ('JSE'), Non-Executive Director, Murray and Roberts Holdings Limited ('JSE'), Non-Executive Director, Base Resources Limited ('ASX'), Non-Executive Director, Redefine Properties Limited ('JSE').

Monique Shivanandan Independent

Committee memberships

Member of Audit & Risk Committee with effect from 1 January 2021

Non-Executive Director Appointed to the board as an Independent non-executive Director in January 2021.

Monique specialises in technology transformation in financial services with a specific focus on business transformation leveraging technology and Fintech advisory. She was Group Chief Information Officer at Chubb leading a team of over 5,000 employees globally, delivering change, and service & information security. She has acted as a technology leader and digital transformation advisor, holding senior roles at Aviva, BT Group and Capital One Financial.

Current external appointments

Member of digital advisory board, Fannie Mae. Group Chief Information Security ('CISO'), HSBC.

Suryanarayan Subramanian

Committee memberships

–

Non-Executive Director Appointed to the board as a non-executive Director in March 2019.

Surya brings to the Board over 30 years' experience in Banking and Finance, being Chief Financial Officer of the Emirates NBD Group in Dubai from September 2010 until January 2020, and before that primarily in South East Asia and the Far East with Standard Chartered Bank and Royal Bank of Canada, covering various CFO roles in geographic and business structures across Wholesale Banking, Retail and Wealth Management. He has also worked with the Ministry of Finance and Accounting and Corporate Regulatory Authority in Singapore.

Current external appointments

Director, Tanfeeth LLC, Director, DenizBank A.G., Independent Director, DXB Entertainments PJSC, Independent Chair of Audit Committee, Kuwait Food Co (Americana).

Notes

Potential impact of COVID-19 on the AGM

1. As noted in the Chair's letter, at the date of this Notice of the Annual General Meeting ('AGM') there is much uncertainty around the impact of the COVID-19 situation on our AGM, and whether shareholders will be able to attend the AGM, because of restrictions due to the COVID-19 pandemic. Depending on the circumstances, it is possible that the AGM may need to be held at an additional or alternative venue or even adjourned or postponed.

Attendance at the AGM

2 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, 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.

In line with the above, the Company is pleased to be able to hold the AGM as a hybrid meeting, which will allow Shareholders to participate electronically as an alternative to attendance in person. Electronic participation allows shareholders to attend and listen to the proceedings of the AGM, ask questions and vote their shares at the AGM electronically in real time should they wish to do so. The details of joining the AGM by electronic means are set out below.

In order to join the AGM electronically and ask questions via the platform, Shareholders will need to connect to the following site https://web.lumiagm.com. Lumi is available as a mobile web client, compatible with the latest browser versions of Chrome, Firefox, Internet Explorer 11 (Internet Explorer V10 and lower are not supported), Edge and Safari and can be accessed using any web browser, on a PC or smartphone device.

Once you have accessed https://web.lumiagm.com from your web browser on a tablet or Computer, you will be asked to enter the Lumi Meeting ID which is 118-360-914. 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 (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 AGM will be available from the meeting start time, although the voting functionality will not be enabled until the Chairman of the meeting declares the poll open. During the AGM, you must ensure you are connected to the internet at all times in order to vote when the Chairman commences polling on the Resolutions. Therefore, it is your responsibility to ensure connectivity for the duration of the AGM via your wi-fi. A user guide to the Website is available on our website at: https://investors.networkinternational.ae/investors/shareholderinformation/agm-information/.

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.

1. As mentioned in Note 2 above, the restrictions on gatherings and events imposed by the UK Government as a result of the current COVID-19 pandemic may still be in place at the time of the AGM, as a result of which the AGM this year cannot be held in the normal manner. Shareholders wishing to attend the meeting, should this be possible, are asked to register their attendance as soon as practicable by sending an email to the Registrar at enquiries@linkgroup.co.uk

* 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.

• 1. The rules around capacity at the venue and changes in health and safety requirements, may however mean shareholders cannot ultimately attend the meeting. Given this uncertainty, whether because the capacity at the venue does not allow for safety reasons related to COVID-19 restrictions or due to a change in the situation with the COVID-19 pandemic, we recommend that all shareholders appoint the Chair of the meeting as proxy. You are strongly encouraged to exercise your right to cast your votes in respect of the business of the general meeting by voting via proxy or using our electronic voting facility in accordance with the instructions below. This will ensure that your vote is counted even if attendance at the meeting is restricted or you or any other proxy you might appoint are unable to attend in person.
• 1. We encourage you to monitor the UK Government's Roadmap and any other restrictions and guidance on travel and meetings.
• 1. If the lockdown is 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 be conducted as a hybrid meeting in the presence two Directors at the AGM 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 these Notes and on the Company's website. Any changes to the AGM arrangements will be announced via RNS and also on the Company's website https://investors. networkinternational.ae/.
• 1. If the lockdown measures (as may be amended by the UK Government from time to time) are relaxed such that limits on social contact are eased, enabling the public to make informed personal decisions, it will remain important for you to consider the risks for yourself, taking into account whether you and those you meet have been vaccinated or are at greater risk, and whether your travel to and attendance at the AGM is necessary.
• 1. We would encourage members to participate in the meeting electronically, or appoint the Chairman of the AGM as their proxy, and if not, a proxy of their choice, and register a voting instruction and to submit any questions in advance. As a part of the electronic participation in the AGM, the members will have access to the webcast of the meeting, including responses to questions submitted. To the extent that related or overlapping questions are received, we would propose to deal with them together to properly address the substance of all questions, without the need for unnecessary repetition.
• 1. The Company also intends to take other actions to minimise the number of people required to be present at the AGM venue, and the length of time they are present. Such actions are likely to include not serving refreshments and reducing the number of Company personnel that would usually be present to discuss matters not directly relating to the AGM.

Possible changes in AGM venue or time

• 1. The Company will continue to monitor the developments in the COVID-19 situation, and consider the implications for the AGM.
• 1. Under the Company's articles of association, the Board may, after the Notice of AGM has been sent out, decide also to hold the meeting at one or more additional places. In addition, the articles of association permit the Chair to adjourn the meeting even before it has commenced to another time and/or place if, in the Chair's opinion, doing so would facilitate the conduct of the business. The meeting may also be adjourned to a different time and/or place if, at the time of the meeting a quorum is not present, or otherwise with the consent of the meeting.
• 1. We will try to take any necessary decision to change our AGM arrangements as far in advance of the meeting as circumstances may practicably permit. All changes made in advance of the meeting will be notified to members via https://investors.networkinternational.ae/ and in accordance with the articles of association.
• 1. If the AGM is adjourned at the time of the meeting (either for lack of quorum or otherwise in accordance with the Company's articles of association), members will be notified on https://investors.networkinternational.ae/ and in accordance with the articles of association.

Entitlement to Attend and Vote

1. To be entitled to attend and vote at the Meeting (and for the purposes of the determination by the Company of the votes that may be cast in accordance with Regulation 41 of the Uncertified Securities Regulations 2001), only those members registered in the Company's register of members at close of business on 18 May 2021 (or, if the Meeting is adjourned, close of business on the date which is two business days before the adjourned Meeting) shall be entitled to attend and vote at the Meeting. Changes to the register of members of the Company after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the Meeting.

Website Giving Information Regarding the Meeting

1. A copy of this Notice, information regarding the AGM, including the information required by Section 311A of the Act, is available from https://investors.networkinternational.ae/.

Notes continued

Appointment of Proxies

• 1. If you are a member of the Company, you are entitled to appoint a proxy to exercise all or any of your rights to access, speak and vote at the Meeting. You can appoint a proxy only using the procedures set out in these notes.
• 1. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. If you wish your proxy to speak on your behalf at the Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.
• 1. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please indicate on your proxy submission how many shares it relates to.
• 1. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the Resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.

Appointment of Proxy Using Hard Copy Proxy Form

1. A hard copy form of proxy has not been sent to you but you can request one directly from the registrars, Link Group general helpline team on Tel: 0371 664 0300. 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 via email at shareholderenquiries@linkgroup.co.uk or via postal address at Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL. In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form. For the purposes of determining the time for delivery of proxies, no account has been taken of any part of a day that is not a working day.

Appointment of a Proxy Online

1. You may submit your proxy electronically using the Share Portal service at signalshares.com. Shareholders can use this service to vote or appoint a proxy online. The same voting deadline of 48 hours (excluding non-working days) before the time of the meeting applies. Shareholders will need to use their Investor Code ('IVC') printed on their share certificate. If you need help with voting online, please contact our Registrar, Link Group portal team on 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, or via email at enquiries@linkgroup.co.uk.

Appointment of Proxies Through Crest

1. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (available from https://euroclear.com/site/public/EUI). CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited's ('EUI') specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer's agent (ID: RA10) by 11:00 am on 18 May 2021. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time.

In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

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

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.

Proxymity Voting

1. If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to proxymity.io. Your proxy must be lodged by 11:00 am on 18 May 2021 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

Proxymity will then contract with your underlying institutional account holder directly to accept their vote instructions through the platform.

Appointment of Proxy by Joint Members

1. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding, the first-named being the most senior.

Changing Proxy Instructions

1. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off times for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded. Where you have appointed a proxy using the hardcopy proxy form and would like to change the instructions using another hard-copy proxy form, please contact Link Group as per the communication methods shown in note 20. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

Termination of Proxy Appointments

1. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Link Group, at the address shown in note 20. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed, or a duly certified copy of such power or authority, must be included with the revocation notice. The revocation notice must be received by Link Group no later than 48 hours before the Meeting. If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid. Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If you have appointed a proxy and attend the Meeting in person, your proxy appointment will automatically be terminated.

Corporate Representatives

1. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.

Persons with Information Rights

1. A person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a Nominated Person) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

The statement of the rights of members in relation to the appointment of proxies does not apply to a Nominated Person. The rights described can only be exercised by registered members of the Company.

Nominated Persons are reminded that they should contact the registered holder of their shares (and not the Company) on matters relating to their investments in the Company.

^* 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.

Notes continued

Issued Shares and Total Voting Rights

• 1. As at 31 March 2021, the Company's issued share capital comprised 550,000,000 Ordinary Shares of GBP 0.10 each. Each Ordinary Share carries the right to one vote at a General Meeting of the Company and, therefore, the total number of voting rights in the Company on 31 March 2021 is 550,000,000. The website referred to in note 15 will include information on the number of shares and voting rights Voting on a Poll.
• 1. All resolutions will be put to vote on a poll. This will result in a more accurate reflection of the views of shareholders by ensuring that every vote is recognised, including the votes of all shareholders who are unable to attend the meeting but who appoint a proxy for the meeting. On a poll, each shareholder has one vote for every share held.

Voting at the electronic AGM

• 1. After the resolutions have been proposed, voting options will appear on the screen. Press or click the option that corresponds with the way in which you wish to vote, "For", "Against" or "Abstain". Once you have selected your choice, you will see a message on your screen confirming that your vote has been received. If you make a mistake or wish to change your voting instruction, simply press or click the correct choice until the poll is closed on that resolution. If you wish to cancel your "live" vote, please press "Cancel".
• 1. Please note that an active internet connection is required in order to successfully cast your vote when the Chairman commences polling on the resolutions. It is your responsibility to ensure connectivity for the duration of the meeting.

Questions at the Meeting

• 1. Under Section 319A of the Act, any shareholder attending a meeting of the Company has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting, but no such answer need be given if:
• › answering the question would interfere unduly with the preparation for the Meeting or involve the disclosure of confidential information;
• › the answer has already been given on a website in the form of an answer to a question; or
• › it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.

Website Publication of Audit Concerns

1. Under Section 527 of the Companies Act 2006, shareholders meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's financial statements (including the Auditor's Report and the conduct of the audit) that are to be laid before the Meeting; or (ii) any circumstances connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual financial statements and reports were laid in accordance with Section 437 of the Companies Act 2006 (in each case) that the shareholders propose to raise at the relevant meeting. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under Section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Meeting for the relevant financial year includes any statement that the Company has been required under Section 527 of the Companies Act 2006 to publish on a website.

Documents on Display

1. Copies of the service contracts of the executive Directors and the non-executive Directors' terms of appointment are available for inspection at the registered office of the Company during normal business hours from the date of this notice and at the place of the meeting for a period from 15 minutes immediately before the meeting until its conclusion.