Braemar : Notice of Annual General Meeting

Braemar Plc

(incorporated and registered in England and Wales under company

registration number 02286034)

17 July 2023

Notice of Annual General Meeting

Dear Shareholder,

I am pleased to confirm the details of the forthcoming Annual General Meeting ("AGM") of Braemar Plc (the "Company"), which will be held at 10:00 a.m. on 9 August 2023 at the offices of the Company at One Strand, Trafalgar Square, London, WC2N 5HR.

We are delighted that shareholders will be able to attend the AGM in person as usual. However, for those shareholders unable to attend, the Company continues to encourage shareholders to exercise their voting rights in relation to the resolutions set out in the Notice (the "Resolutions") by appointing a proxy using one of the methods set out in the notes to the Notice. A form of proxy is enclosed with the Notice.

As detailed in an announcement on 26 June 2023, due to an ongoing investigation into a historic transaction originating in 2013, the Company has not yet published the financial results for the year ended 28 February 2023. The investigation into this transaction and any related matters which may arise, is still ongoing. The board has appointed FRP, an independent specialist firm to assist with the investigation and has established a specific investigation committee to oversee the matter, which I am chairing. As a result, the Company's financial results for the year ended 28 February 2023, will be delayed until this work is completed. Due to this delay, the Company has been unable to publish the 2023 annual report and accounts together with this Notice. Under the Companies Act 2006 (the "Act"), the annual report and accounts must be provided to shareholders at least 21 days before the meeting at which they are approved. Given that the Company is required to hold an AGM each year within 6 months of its financial year end, the Company's 2023 AGM will be held on 9 August 2023, however, it is expected that this meeting will only deal with the resolutions that do not relate to the 2023 annual report and accounts. It is further expected that after having dealt with all Resolutions other than those that relate to the 2023 annual report and accounts, the AGM will then be adjourned in order to deal with those Resolutions at a later date. It will then be reconvened at such date and time as will be notified to shareholders as soon as possible once the Company's 2023 annual report and accounts are available.

This AGM notice includes 18 resolutions that will be put to shareholders during the 2023 AGM, however, it is expected that at the AGM on 9 August 2023, only resolutions 5-18 (inclusive) will be voted upon. Resolutions 1-4 (inclusive) will be voted upon at the reconvened meeting and you will receive a separate proxy form in relation to those Resolutions in due course once the 2023 annual report and accounts are available and the date of such meeting is confirmed by the Company. Accordingly, the proxy form included with this AGM notice only relates to Resolutions 5-18 (inclusive).

The Company will continue to welcome questions from shareholders on the business of the AGM, or any other matters relating to the Company, which should be submitted by e-mail to braemar@buchanan.uk.com by 10:00 a.m. on 7 August 2023 (or the date and time which is 48 hours prior to any reconvened meeting). Questions should include: the shareholder's full name, number of shares held and telephone contact details. Responses will be given either at the AGM, by telephone, e-mail or by publication on the Company's website at the appropriate time. Questions may, of course, be asked at the AGM.

The formal notice of the AGM and resolutions to be proposed are set out on pages 3 and 4 of this document. The Board considers that the Resolutions are likely to promote the success of the Company and are in the best interests of the Company and its shareholders as a whole. The directors therefore unanimously recommend that you vote in favour of the Resolutions as they intend to do in respect of their own beneficial holdings.

Yours faithfully,

Nigel Payne

Chairman

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Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "AGM") of Braemar Plc (the "Company") will be held at One Strand, Trafalgar Square, London, WC2N 5HR at 10:00 a.m. on 9 August 2023 for the purpose of considering and, if thought fit, passing the following resolutions listed below of which resolutions numbered 1 to 14 inclusive will be proposed as ordinary resolutions and resolutions numbered 15 to 18 inclusive will be proposed as special resolutions.

Ordinary Resolutions

Annual Report and Accounts

1.  To receive the audited annual accounts and reports for the year ended 28 February 2023.

2.  To approve the directors' remuneration report for the year ended 28 February 2023.

3.  To approve the directors' remuneration policy for the year ended 28 February 2023.

Final dividend

4.  Subject to the passing of resolutions numbered 1-3 (inclusive), to approve a final dividend of 8 pence per ordinary share for the year ended 28 February 2023.

Re-election of Directors

5.  To re-elect Elizabeth Gooch as a director of the Company.

6.  To re-elect James Gundy as a director of the Company.

7.  To re-elect Nigel Payne as a director of the Company.

8.  To re-elect Tristram Simmonds as a director of the Company.

9.  To re-elect Joanne Lake as a director of the Company.

Election of new Directors

10.  To elect Cat Valentine as a director of the Company.

11.  To elect Grant Foley as a director of the Company.

Auditors

12.  To re-appoint BDO LLP, as auditor to the Company, to hold office until the conclusion of the next general meeting at which financial statements of the Company are laid before the Company.

13.  To authorise the directors to determine BDO LLP's remuneration as auditor of the Company.

Authority to allot shares

14.  That the directors be generally and unconditionally authorised, in substitution for all existing authorities, to exercise all powers of the Company to allot shares and to grant rights to subscribe for or to convert any security into shares up to an aggregate nominal amount of £2,194,992 comprising:

a)  an aggregate nominal amount of £1,097,496 (whether in connection with the same offer or issue as under sub-paragraph (b) immediately below or otherwise); and

b)  an aggregate nominal amount of £1,097,496 in the form of equity securities (as defined in section 560 of the Companies Act 2006) in connection with an offer or issue by way of rights, open for acceptance for a period fixed by the directors, to holders of ordinary shares (other than the Company) on the register on any record date fixed by the directors in proportion (as nearly as may be) to the respective number of ordinary shares deemed to be held by them, subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever.

This authority shall expire (unless previously varied as to duration, revoked or renewed by the Company in general meeting) on 19 November 2024 or, if earlier, at the conclusion of the annual general meeting of the Company in 2024, except that the Company may before such expiry make any offer or agreement which would or might require shares to be allotted or such rights to be granted after such expiry and the directors may allot shares or grant such rights in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired.

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Notice of Annual General Meeting continued

Special Resolutions

Disapplication of pre-emption rights

15.  That the directors be empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities (as defined in section 560 of that Act) for cash pursuant to the general authority conferred on them by resolution 14 and/or to sell equity securities held as treasury shares for cash pursuant to section 727 of the Companies Act 2006, in each case as if section 561 of that Act did not apply to any such allotment or sale, provided that this power shall be limited to:

a)  any such allotment and/or sale of equity securities in connection with an offer or issue by way of rights or other pre-emptive offer or issue, open for acceptance for a period fixed by the directors, to holders of ordinary shares (other than the Company) on the register on any record date fixed by the directors in proportion (as nearly as may be) to the respective number of ordinary shares deemed to be held by them, subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever; and

b)  any such allotment and/or sale, otherwise than pursuant to sub-paragraph (a) immediately above, of equity securities having, in the case of ordinary shares, an aggregate nominal value or, in the case of other equity securities, giving the right to subscribe for or convert into ordinary shares having an aggregate nominal value, not exceeding the sum of £164,624.

This authority shall expire, unless previously revoked or renewed by the Company in general meeting, at such time as the general authority conferred on the directors by resolution 14 expires, except that the Company may before such expiry make any offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.

16.  That, in addition to any authority granted under resolution 15, the directors be empowered pursuant to section 570 of the Companies Act 2006 to allot equity securities (as defined in section 560 of that Act) for cash pursuant to the general authority conferred on them by resolution 14 and/or to sell equity securities held as treasury shares for cash pursuant to section 727 of the Companies Act 2006, in each case as if section

561 of that Act did not apply to any such allotment or sale, provided that this power shall be:

a)  limited to any such allotment and/or sale of equity securities having, in the case of ordinary shares, an aggregate nominal value or, in the case of other equity securities, giving the right to subscribe for or convert into ordinary shares having an aggregate nominal value, not exceeding the sum of £164,624; 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 directors determine 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.

This authority shall expire, unless previously revoked or renewed by the Company in general meeting, at such time as the general authority conferred on the directors by resolution 14 expires, except that the Company may before such expiry make any offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.

Market purchases

17.  That the Company be and is generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of its ordinary shares of ten pence each provided that in doing so it:

a)  purchases no more than 3,292,488 ordinary shares in aggregate;

b)  pays not less per ordinary share than ten pence (excluding expenses); and

c)  pays a price per share that is not more (excluding expenses) than the higher of:

(i)  5% above the average of the middle market quotations for the ordinary shares as derived from the Daily Official List for the five business days immediately before the day on which it purchases that share; and

(ii)  the price of the last independent trade of any number of ordinary shares on the trading venue where the purchase is carried out or the highest current independent purchase bid for any number of ordinary shares on that venue.

This authority shall expire on 19 November 2024 or, if earlier, at the conclusion of the annual general meeting of the Company in 2024, except that the Company may, if it agrees to purchase ordinary shares under this authority before it expires, complete the purchase wholly or partly after this authority expires.

Notice for general meetings

18.  That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice during the period beginning on the date of the passing of this resolution and expiring at the conclusion of the next annual general meeting of the Company in 2024.

4 Braemar Plc Notice of Annual General Meeting

Notes to The Notice of Annual General Meeting

Resolutions 1 to 14 are ordinary resolutions. These resolutions will be passed if more than 50% of the votes cast are in favour.

Resolution 1 - Annual report and financial statements

The directors are required by the Act to present to the shareholders of the Company at a general meeting the reports of the directors (including the strategic report) and the auditor, and the audited accounts of the Company, for the year ended 28 February 2023. A copy of each of these documents may be found in the Company's 2023 annual report and accounts.

Resolution 2 - Directors' remuneration report

Resolution 2 is to approve the directors' remuneration report on the implementation of the Company's existing directors' remuneration policy, which was approved at the Company's 2020 AGM.

The Act requires UK-incorporated listed companies to put their directors' remuneration report to an advisory shareholder vote. As the vote is advisory, it does not affect the actual remuneration paid to any individual director. The directors' remuneration report will be set out in the Company's 2023 annual report and accounts.

Resolution 3 - Directors' remuneration policy

Resolution 3 is to approve the directors' remuneration policy as set out in the annual report and accounts for the financial year ended 28 February 2023 (the "Policy"). The result of this vote will be binding on the Company and the Company will not be able to make a remuneration payment or payment for loss of office to a person who is, is to be or has been a director of the Company unless that payment is consistent with the approved Policy, or has otherwise been approved by a resolution of the shareholders. If resolution 3 is passed, the Policy will take effect immediately after the end of the AGM. Following expiry of the three-year period following approval of the Policy, or, if it should prove necessary or desirable to amend or replace the policy within that period, the directors will seek further shareholder approval to the DRP (as amended or replaced, if relevant).

Resolution 4 - Final dividend

Subject to the 2023 annual report and accounts, the Board expects to be in a position to recommend a final dividend per ordinary share for the year ended 28 February 2023. The amount of such dividend and the Board's recommendation for it to be paid will be confirmed (together with the date of when such dividend shall be paid and the record date) as part of the Company's results announcement via the RNS and will be included in the separate proxy form you will receive for the reconvened AGM meeting.

Resolutions 5 to 11 - (Re) election of directors

Resolutions 5 to 11 deal with the (re)election of the directors of the Company. Joanne Lake and Cat Valentine joined the Board on 1 March 2022 and 16 May 2023 respectively. Lesley Watkins and Steve Kunzer resigned as directors with effect from 31 March 2022 and 31 January 2023 respectively. As announced on 20 June 2023, Nick Stone will be leaving the Company on 31 July 2023 and will therefore not be standing for re- election. Nick's successor, Grant Foley will join the Board on 1 August 2023. In accordance with best corporate governance practice, the directors are standing for re-election at this year's AGM, with Cat Valentine and Grant Foley standing for election for the first time.

The Board has determined that, in its judgement, all of the non-executive directors meet the independence criteria set out in the UK Corporate Governance Code as all are independent in character and judgement and there are no relationships or circumstances that are likely to affect, or could appear to affect, their judgement. The Board confirms that the directors standing for re-election continue to perform effectively and demonstrate commitment to their role.

Resolution 12 - Re-appointment of auditor

The Act requires that auditors be appointed at each general meeting at which accounts are laid, to hold office until the next such meeting. This resolution seeks shareholder approval for the re-appointment of BDO LLP as the Company's auditor to hold office until the next AGM of the Company. The Audit and Risk Committee keeps under review the independence and objectivity of the external auditor and after considering relevant information, the Audit and Risk Committee recommended to the Board that BDO LLP be reappointed.

Resolution 13 - Auditor's remuneration

This resolution authorises the directors to set the remuneration of the auditor for the audit work to be carried out by it in the next financial year. The amount of the remuneration paid to the auditor for the next financial year will be disclosed in the next audited accounts of the Company. The directors have delegated the responsibility of setting the auditor's remuneration to the Audit and Risk Committee of the Board.

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