Aferian : General Meeting Notice

Notice of General Meeting

NOTICE is hereby given that a General Meeting of Aferian plc will be held at the offices of Investec Bank plc, 30 Gresham Street, London, EC2V 7QP on Tuesday 13 June 2023, at 9.00 a.m. to transact the following business:

All of the resolutions will be proposed as ordinary resolutions.

Ordinary Resolutions

1. To receive the audited financial statements of the Company for the year ended 30 November 2022, and the Directors' report and the Auditors' report on those financial statements.
2. To receive the Remuneration Report of the Company for the year ended 30 November 2022.
3. To appoint BDO LLP as the auditors of the Company to hold office from conclusion of the meeting to the conclusion of the next meeting at which the financial statements of the Company are to be laid.
4. To authorise the Directors to agree the auditors' remuneration.

19 May 2023

By Order of the Board

Mark Wells

Chairman

Notes to the Notice of General Meeting

1. Shareholders will not receive a form of proxy for the General Meeting in the post. Shareholders can vote online by logging on to www.signalshares.comand following the instructions given. Alternatively, shareholders can request a hard copy form of proxy by contacting our registrars, Link Group, on 0371 664 0300 and return it to the address shown on the form. 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. Link Group are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales.

In order to be valid, the form of proxy (together with 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 returned by one of the following methods, in each case so as not to arrive later than 9.00 a.m. on 9 June 2023, or in the case of an adjourned meeting, not less than 48 hours (excluding any part of a day that is not a working day) before the time appointed for holding such adjourned meeting:

• in hard copy form by post, by courier or by hand to the Company's registrars, Link Group, PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL.
• via www.signalshares.com. If you have not previously registered, you will first be asked to register as a new user, for which you will require your investor code (which can be found on your share certificate and dividend confirmation), family name and postcode (if resident in the UK); and
• if your shares are held electronically via CREST, the proxy appointment may be lodged using the CREST Proxy Voting Service in accordance with note 2 below.
• Link Group, the company's registrar, has launched a shareholder app: LinkVote+. It's free to download via Apple App Store and Google Play, see note 3 below
• If you are an institutional investor, you may 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. See note 4 below

You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.

2. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting and any adjournment(s) of the General Meeting by using the procedures described in the CREST Manual. 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 appropriate action on their behalf. 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 & International Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual (available via https://www.euroclear.com and 'login as a guest' when prompted). The message, regardless of whether it constitutes the appointment of a proxy or 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 Company's agent (ID: RA10) no later than 48 hours (excluding any part of a day that is not a working day) before the General Meeting. 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 Company'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. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & International Limited 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 provider(s) 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 (as amended).

3. Link Group, the company's registrar, has launched a shareholder app: LinkVote+. It's free to download and use and gives shareholders the ability to access their shareholding record at any time and allows users to submit a proxy appointment quickly and easily online rather than through the post. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below.

Your vote must be lodged by 48 hours prior to the start of the meeting (excluding any part of a day that is not a working day), in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting (excluding any part of a day that is not a working day).

1. If you are an institutional investor, you may 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 www.proxymity.io. Your proxy must be lodged by no later than 48 hours before the time of the General Meeting (excluding any part of a day that is not a working day) in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting (excluding any part of a day that is not a working day). 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. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.
2. Unless otherwise indicated on the Form of Proxy, CREST voting or any other electronic voting channel instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting.
3. In the case of joint holders, the vote of the senior joint holder who tenders a vote whether in person or by proxy will be accepted to the exclusion of the votes of the other joint holders and for this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.
4. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to a different share or shares held by you. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please use a photocopy of the proxy form. Failure to specify the number of shares each proxy appointment relates to or specifying a number of shares in excess of those held by you on the record date for voting purposes will result in the proxy appointments being invalid. Other persons appointed as proxies or corporate representatives will not be admitted to the meeting.
5. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), the Company specifies that in order to have the right to attend and vote at the meeting (and also for the purpose of calculating how many votes a person entitled to attend and vote may cast), a person must be entered on the register of members of the Company by no later than close of business on 9 June 2023, or, in the event that the meeting is adjourned, close of business on the day which is two days (excluding non-working days) prior to the date of the adjourned meeting. Changes to entries on the register after this time shall be disregarded in determining the rights of any person to attend or vote at the meeting.
6. Voting for all resolutions at the General Meeting will be conducted by way of poll. A poll reflects the number of voting rights exercisable by each member and so the Board considers it a more democratic method of voting.

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 General Meeting.
2. To change your proxy instructions you may 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. 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.
3. Copies of the following documents are available for inspection on the Company's website athttps://aferian.com/or may be inspected (strictly by prior appointment and subject to any measures required to ensure the safety of Shareholders) at the registered office of the Company during normal business hours up to the conclusion of the General Meeting: the service contracts between the Directors of the Company and the Company.
4. You may not use any electronic address provided either in this Notice or any related documents to communicate with the Company for any purposes other than those expressly stated.
5. As at 16 May 2023, being the latest practicable date prior to publication of this Notice, the Company's issued share capital consisted of 86,694,609 ordinary shares, of which 1,482,502 are held in treasury. Therefore, the total number of voting rights in the Company as at 16 May 2023 (being the latest practicable date prior to publication of this document) was 85,212,107.