TOOPLE PLC

Pre-Annual General Meeting Information • Mar 5, 2021

Please note that this document is important and requires your immediate attention. If you are in any doubt as to the action to be taken, please consult an independent adviser authorised under the Financial Services and Markets Act 2000 immediately.

If you have sold or transferred or otherwise intend to sell or transfer all of your holding of ordinary shares in Toople plc prior to the record date (as described in Note 4) for the Annual General Meeting of the Company to be held at Direct Market Services Limited – Unit 2, Woodside, Birchanger, Bishops Stortford, Hertfordshire, CM23 5RG on 30 th March 2021 at 10.00 a.m., you should send this document, together with the accompanying Form of Proxy, to the (intended) purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was or is to be effected for transmission to the (intended) purchaser or transferee.

Toople Plc

(Incorporated and registered in England and Wales under the Companies Act 2006, with registered number 10037980)

Notice of Annual General Meeting

to be held on 30 th March 2021 at 10.00 a.m.

Your attention is drawn to the letter from the Chairman of Toople Plc (the Company) which is set out on page 3 of this document and which recommends you to vote in favour of the resolutions to be proposed at the Annual General Meeting. Notice of the Annual General Meeting of the Company to be held at Direct Market Services Limited – Unit 2, Woodside, Birchanger, Bishops Stortford, Hertfordshire, CM23 5RG on 30 th March 2021 at 10.00 a.m. is set out on pages 5 to 7 of this document. Shareholders will also find enclosed with this document a form of proxy for use in connection with the Annual General Meeting. To be valid, the form of proxy should be completed, signed and returned in accordance with the instructions printed on it, as soon as possible and, in any event, so as to reach the Registrar of the Company by no later than 10.00 a.m. on 26 th March 2021 being not less than 48 hours (ignoring any part of any day that is not a working day) before the start of the Annual General Meeting.

The UK Government has tightened the restrictions on gatherings, subject to limited exemptions. The Board has therefore concluded that shareholders should not be permitted to attend the General Meeting other than for the purposes of establishing the quorum for the meeting. Equally, our advisers and other guests will not be invited to attend the General Meeting.

Given that in the present circumstances shareholders will not be permitted to attend the General Meeting, the Chairman of the meeting will propose that each of the Resolutions to be considered at the meeting should be voted on by way of a poll, so that all voting rights exercised by Shareholders who are entitled to do so at the General Meeting will be counted.

Whilst Shareholders will not be permitted to attend the General Meeting, they will still be able to ensure their votes are counted by submitting their proxies in advance. Shareholders wishing to appoint a proxy for this purpose should appoint the Chairman of the meeting. Any Shareholder appointing someone other than the Chairman of the meeting to be their proxy, should note that person may not be permitted to attend the General Meeting and will therefore be unable to cast the Shareholder's vote.

As the situation and resulting government guidance has the ability to change rapidly, Shareholders should note that further changes may need to be put in place at short notice in relation to the General Meeting. Updates on the status of the General Meeting and any changes to the proceedings of the meeting will be notified by announcement through a regulatory information service.

Any Shareholders wishing to ask questions about the Company or relating to the meeting Resolutions are requested to email their questions to the Company (financepr@toople.com) by no later than 5:00 p.m. on Tuesday 24th March 2021. We will look for general themes from these questions, and answers will be posted on the Company's website as soon as possible after the AGM.

Any Shareholders wishing to ask questions about the Company or relating to the meeting Resolutions are requested to email their questions to the Company by no later than 5:00 p.m. on Tuesday 24th March 2021. We will look for general themes from these questions, and answers will be posted on the Company's website as soon as possible after the AGM.

A copy of this document is available on the Company's website at www.toopleplc.co.uk

Further instructions relating to the proxy form are set out in the notes to the Notice of the Annual General Meeting.

Toople Plc

(Incorporated and registered in England and Wales under the Companies Act 2006, with registered number 10037980)

Registered office:

PO Box 501 The Nexus Building Broadway Letchworth Garden City Hertfordshire SG6 9BL

5 th March 2021

To all Shareholders

NOTICE OF ANNUAL GENERAL MEETING

Dear Shareholder

I am pleased to advise you that our Annual General Meeting (AGM) will be held at Direct Market Services Limited – Unit 2, Woodside, Birchanger, Bishops Stortford, Hertfordshire, CM23 5RG on 30th March 2021 at 10.00 a.m.

Please also find enclosed a copy of our Annual Report.

The resolutions to be proposed at the meeting are set out in the enclosed Notice of AGM. If you would like to vote on the resolutions, please complete the proxy form sent to you with this notice and return it to our Registrar as soon as possible. They must receive it by 10.00 a.m. on 26 th March 2021, being not less than 48 hours (ignoring any part of any day that is not a working day) before the start of the Annual General Meeting, for your vote to count.

Recommendation

The Directors consider that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole.

In line with the full adoption of the Corporate Governance Code July 2018 for accounting periods commencing from 1st January 2019 all directors are now subject to annual re-election. The Nominations committee therefore sets out its reasoning to reappoint the current board of directors:

Brief biographies of the Directors standing for re-election can be found on pages 15 and 16 on the 2020 Annual Report and on the company's web site (www.toopleplc.co.uk).

In the Board's view, these details illustrate why each Director's contribution is, and continues to be, important to the Company's long-term sustainable success. In the Board's opinion, having considered the performance of each Director seeking re-election as part of the Board's evaluation, the contribution made by each of the Directors and the independence of the Non-Executive Directors the Board is satisfied that the performance of each Director seeking re-election continues to be effective and to demonstrate commitment to the role and as such recommends their re-election.

Richard joined the Board on 3rd March 2016 and has significant experience as senior independent nonexecutive director of Plethora Solutions Holdings plc between 2011 and 2013, and previously CEO of Cybit Holdings plc, both admitted to trading on the AIM market. From 2011 to the end of 2014 Richard was Chairman and CEO of Atego Group and is also currently a Non-Executive Director of TomCo Energy PLC and Executive Chairman of the Gardien Group.

Andrew Hollingworth joined the Board on 2nd March 2016. Andrew has worked in the telecoms industry for the past 25 years, operating at senior levels across multiple functions and boards, including sales, marketing and operations. Most of his work has been driving organic and acquisitive growth strategies to achieve revenue growth. Andy has held a number of senior positions including Director of Wholesale, Director of Small Business and Corporate, Head of CRM, Head of Distribution, Head of Sales Operations and Head of Loyalty and Retention.

Kevin Lawrence joined the Board on 28th June 2018. He qualified as a Chartered Accountant with Coopers & Lybrand (now PwC) before moving to Grant Thornton. He has been Group Finance Director of Lighthouse Group an AIM-quoted financial services business, CFO of Cybit Holdings PLC for 8 years, and CFO of Atego Group, a software development company. Kevin was the CFO of Toople PLC until 1 st October 2020. He is also the CFO for Gardien Group, a position that he has filled since 2015.

Paul White was appointed to take over from Kevin Lawrence in October 2020. Paul qualified as a Chartered Management Accountant in 2000 whilst working for Opus Energy Group Limited, He helped to build the finance team, which supported transformational growth of Opus Energy from £70m to over £600m in turnover over ten years. He was also fully involved in the £384m sale of Opus Energy to Drax PLC in February 2017.

Subsequently, Paul worked for Summit Therapeutics Plc, a NASDAQ listed clinical stage drug discovery company,

Paul joined Toople as its Financial Controller in June 2020

I would also like to draw your attention to Resolutions 8 and 9 in relation to the authority to allot shares in the Company. This is a renewal of the authority that was granted at the Company's General Meeting on 17th February 2020. Accordingly, the Board recommend that members vote in favour of each resolution.

Action to be Taken

Each shareholder is entitled to appoint one or more proxies to vote instead of that shareholder. A proxy need not be a shareholder. Shareholders should kindly complete and return the enclosed form of proxy as soon as possible. Shareholders wishing to appoint a proxy for this purpose should appoint the Chairman of the meeting. Any Shareholder appointing someone other than the Chairman of the meeting to be their proxy, should note that person may not be permitted to attend the General Meeting and will therefore be unable to cast the Shareholder's vote. Return of a form of proxy will not prevent a shareholder from voting if that shareholder so wishes and is so entitled. If you are a CREST member you can submit your proxy electronically, through the CREST system by completing and transmitting a CREST proxy instruction as described in the Notes to this Circular and in the Form of Proxy.

Further instructions relating to the proxy form are set out in the notes to the Notice of the Annual General Meeting.

Yours sincerely

Richard Horsman Non-Executive Chairman

Toople Plc

(Incorporated and registered in England and Wales under the Companies Act 2006, with registered number 10037980)

Notice is hereby given that the Annual General Meeting of Toople Plc (the Company) will be held at Direct Market Services Limited – Unit 2, Woodside, Birchanger, Bishops Stortford, Hertfordshire, CM23 5RG on 30th March 2021 at 10.00 a.m. in order to consider and, if thought fit, pass resolutions 1 to 8 as Ordinary Resolutions and resolution 9 as Special Resolution.

ORDINARY RESOLUTIONS

• 1. To receive, consider and adopt the reports of the Directors and Auditors and the Financial Statements for the year ended 30 September 2020.
• 1. To re-appoint PKF Littlejohn LLP as Independent auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting.
• 1. To authorise the Directors of the Company to agree the remuneration of the auditors.
• 1. To re-elect Richard Horsman as a Director of the Company
• 1. To re-elect Andrew Hollingworth as a Director of the Company.
• 1. To re-elect Kevin Lawrence as a Director of the Company.
• 1. To re-elect Paul White as a Director of the Company.
• 1. That the Directors be generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 (the Act) to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company (Rights) up to an aggregate nominal amount of £2,111,971 (£1,547,481 of which represents the balance of the authority that was granted at the Company's General Meeting on 17th February 2020 following the acquisition of DMSL) provided that this authority shall, unless previously revoked or varied by the Company in general meeting, expire at the conclusion of the next annual general meeting of the Company following the date of the passing of this resolution or (if earlier) 15 months from the date of passing this resolution, but so that the directors may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of that offer or agreement as if the authority hereby conferred had not expired. This authority is in substitution for all previous authorities conferred on the Directors in accordance with section 551 of the 2006 Act.

SPECIAL RESOLUTIONS

1. That, subject to the passing of Resolution 8, the Directors be given the general power to allot equity securities (as defined by Section 560 of the Act) for cash, either pursuant to the authority conferred by Resolution 8 by way of a sale of treasury shares, as if Section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to:

2. 9.1. the allotment of equity securities in connection with an offer by way of a rights issue:

3. 9.1.1. to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and
4. 9.1.2. to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; and
5. 9.2. the allotment (otherwise than pursuant to paragraph 7.1 above) of equity securities up to an aggregate nominal amount of £2,111,971.

By Order of the Board 5 th March 2021

WKH Company Services Limited

Company Secretary

PO Box 501 The Nexus Building Broadway Letchworth Garden City Hertfordshire SG6 9BL

5 th March 2021

Notes

• 1. Only holders of ordinary shares are entitled to vote at the Annual General Meeting. A member is entitled to appoint another person as his proxy to exercise all or any of his rights to attend, to vote at the meeting. Shareholders wishing to appoint a proxy are advised to appoint the Chairman of the meeting. Any Shareholder appointing someone other than the Chairman of the meeting to be their proxy, should note that person may not be permitted to attend the General Meeting and will therefore be unable to cast the Shareholder's vote. A member may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by the relevant member. A proxy need not be a member of the Company.
• 1. A form of proxy is enclosed with this Notice and instructions for completion are shown on the form. To appoint a proxy, the form of proxy, and any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority), must be completed and deposited with the Company's registrars, Share Registrars Limited at The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR or by fax on 01252 719 232 or by scan and email to voting@shareregistrars.uk.com, in each case so as to arrive no later than 10.00 a.m. on 26 th March 2021, being not less than 48 hours (ignoring any part of any day that is not a working day) before the start of the Annual General Meeting, or, in the event of any adjournment, 48 hours before the start of the adjourned meeting (ignoring any part of any day that is not a working day).
• 1. In the case of joint shareholders, the signature of the senior shareholder (seniority to be determined by the order in which the names stand in the register of members) shall be accepted to the exclusion of all other joint holders. The names of all joint shareholders should be stated at the top of the form.
• 1. In order to have the right to vote at the meeting (and also for the purpose of determining how many votes a person entitled to vote may cast), a person must be entered on the register of members of the Company at 10:00 a.m. on 26 th March 2020, being not less than 48 hours (ignoring any part of any day that is not a working day) before the start of the Annual General Meeting, or, in the event of any adjournment, 48 hours before the start of the adjourned meeting (ignoring any part of any day that is not a working day). Changes to entries on the register of members after this time shall be disregarded in determining the rights of any person to vote at the Annual General Meeting.
• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual (available via www.euroclear.com/CREST). 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. The Share Registrar's Crest code is 7RA36.
• 1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's ("Euroclear") specifications and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (CREST ID 7RA36) by the latest time for the receipt of proxy appointments specified in paragraph 2 above. 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 Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
• 1. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular message. 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, 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.
• 1. 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.
• 1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of the powers as a member provided that no more than one corporate representative exercises powers over the same share.
• 1. Any member has the right to ask questions. The Company must cause to be answered any such question relating to the business dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
• 1. As at 4 th March 2021 (being the last business day prior to the publication of this Notice), the Company's issued ordinary share capital consisted of 4,231,561,361 ordinary shares of 0.0667 pence each, carrying one vote each. Therefore, the total voting rights in the Company as at 4 th March 2021 were 4,231,561,361.
• 1. A copy of this Notice, and other information required by section 311A of the Act, can be found at www.toopleplc.co.uk.
• 1. You may not use any electronic address (within the meaning of section 333(4) of the Act) provided in this Notice or in any related documents (including the Chairman's letter and form of proxy) to communicate with the Company for any purposes other than those expressly stated.
• 1. Your personal data includes all data provided by you, or on your behalf, which relates to you as a shareholder, including your name and contact details, the votes you cast and your Reference Number (attributed to you by the Company). The Company determines the purposes for which and the manner in which your personal data is to be processed. The Company and any third party to which it discloses the data (including the Company's registrars) may process your personal data for the purposes of compiling and updating the Company's records, fulfilling its legal obligations and processing the shareholder rights you exercise.