C4X Discovery : Notice of AGM

Notice of Annual General Meeting (AGM)

C4X Discovery Holdings plc

(Incorporated and registered in England and Wales with registered number 09134041)

Notice is hereby given that the Annual General Meeting of C4X Discovery Holdings plc (company number 09134041) (the Company) will be held at Panmure Gordon (UK) Limited, 40 Gracechurch Street, EC3V 0BT on 24 January 2023 at 11 am. for the purpose of considering and, if thought fit, passing the following resolutions, of which resolutions 1 to 7 will be proposed as ordinary resolutions and resolutions 8 and 9 will be proposed as special resolutions.

Whether or not you propose to attend the AGM, please complete and submit a vote in accordance with the instructions detailed on page 4 of this Notice of Meeting. Votes must be received no later than 11 am (UK time) on 20 January 2023. Voting prior to the meeting will not preclude a member from attending, speaking or voting in person at the AGM should they so wish.

Notice of Annual General Meeting

C4X Discovery Holdings plc

Ordinary resolutions

1. That the Company's annual report and audited financial statements, and the reports of the Directors and auditors, for the period ended 31 July 2022, now laid before this meeting, be and are hereby approved.
2. That Natalie Louise Walter, who retires by rotation, be and is hereby re-elected as a director of the Company.
3. That Eva-Lotta Coulter, who retires by rotation, be and is hereby re-elected as a director of the Company.
4. That Bhavna Hunjan, who retires by virtue of Article 58 of the Company's Articles of Association, be and is hereby re-elected as a Director of the Company.
5. That KPMG LLP be and are hereby reappointed as auditors of the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.
6. That the Directors be and they are hereby authorised to agree the remuneration of the auditors.
7. That in accordance with Section 551 of the Companies Act 2006:
8. 1. the Directors be and they are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot equity securities (as defined in Section 560 of the Companies Act 2006) up to an aggregate nominal value of £840,398 (being approximately one-third of the nominal value of the ordinary shares in issue on the date of this notice); and
   2. in addition to the authority granted pursuant to sub-paragraph 7.1, the Directors be and they are hereby generally and unconditionally authorised to exercise all the powers of the Company to allot equity securities up to an aggregate nominal value of £840,398 (being approximately one-third of the nominal value of the ordinary shares in issue on the date of this notice) in connection with a rights issue offered to holders of equity securities and other persons who are entitled to participate, in proportion (as nearly as may be) to their then holdings of equity securities (or, as appropriate, the numbers of such securities which such other persons are for those purposes deemed to hold), subject only to such exclusions or other arrangements as the Directors may feel necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems under the laws of, or the requirements of any recognised regulatory body of, or any stock exchange in, any territory,

provided that both such authorities shall (unless previously revoked, varied or renewed) expire on the earlier of the date of the next AGM of the Company and 30 April 2024, save that, in respect of either authority, the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

These authorities are in substitution for any and all general authorities previously conferred upon the Directors for the purposes of Section 551 of the Companies Act 2006, without prejudice to any allotments made pursuant to the terms of such authorities.

Special resolutions

1. That, conditionally upon the passing of resolution 7 above, in accordance with Sections 570 and 573 of the Companies Act 2006, the Directors be and they are hereby given power to allot equity securities (as defined in Section 560 of the Companies Act 2006) pursuant to the authority conferred by resolution 7 above, and to sell treasury shares, as if Section 561 of the Companies Act
   2006 did not apply to such allotment or sale, provided that this power shall be limited to:
2. 1. the allotment or sale of equity securities for cash in connection with or pursuant to an offer to the holders of equity securities and other persons entitled to participate, in proportion (as nearly as may be) to their then holdings of equity securities (or, as appropriate, the numbers of such securities which such other persons are for those purposes deemed to hold), subject only to such exclusions or other arrangements as the Directors may feel necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems under the laws of, or the requirements of any recognised regulatory body of, or any stock exchange in, any territory; and
   2. the allotment or sale of equity securities (otherwise than pursuant to sub-paragraph 8.1) for cash up to a maximum nominal value of £252,119 (representing approximately 10% of the nominal value of the ordinary shares in issue on the date of this notice), and shall (unless previously revoked, varied or renewed) expire on the earlier of the date of the next AGM and 30 April 2024, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted or sold after such expiry and the Directors may allot or sell equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.
3. That the Company be and is hereby generally authorised pursuant to Section 701 of the Companies Act 2006 to make market purchases (as defined in Section 693(4) of the Companies Act 2006) of its ordinary shares of 1 pence provided that:

1. the Company does not purchase more than 37,792,727 ordinary shares of 1 pence (approximately 14.99% of the ordinary shares in issue on the date of this notice);
2. the Company does not pay for any such ordinary share less than its nominal value at the time of purchase; and
3. the Company does not pay for any such ordinary share more than 5% above the average of the closing mid-market price for ordinary shares of 1 pence for the five business days immediately preceding the date on which the Company agrees to buy the shares concerned, based on the share prices published in the Daily Official List of the London Stock Exchange or the AIM supplement thereto.
   The authority conferred by this resolution shall (unless previously revoked, varied or renewed) expire on the earlier of the date of the next AGM of the Company and 30 April 2024, save that the Company may before such expiry make a contract to purchase shares which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of shares in pursuance of any such contract, as if such authority had not expired.

By order of the Board

Bradley Richard Hoy

Company Secretary

Registered office

Manchester One

53 Portland Street

Manchester

M1 3LD

19 December 2022

Notes to the Notice of Annual General Meeting

1. The Company will arrange for the minimum quorum of two Shareholders necessary to conduct the business of the AGM to be present in person or by proxy at the AGM. Shareholders are strongly encouraged to submit their votes on the Resolutions as early as possible either:
2. 1. by logging on to www.signalshares.com and following the instructions;
   2. in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below;
   3. requesting a hard copy form of proxy directly from the registrars, Link Group 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;
   4. 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 11 am on 20 January 2023 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. 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; or
   5. by downloading the new shareholder app, LinkVote+, on the Apple App Store or Google Play and following the instructions.
3. If Shareholders elect to appoint a Proxy, the Company recommends that the 'Chairman of the meeting' is appointed as their proxy, so as to limit the amount of people present at the AGM. You can only appoint a proxy using the procedures set out in these notes and, accordingly, we encourage and advise you to appoint, as your proxy, the 'Chairman of the meeting' and not to delete the words 'the Chairman of the meeting or' and substitute the name of a different proxy.
4. Each resolution considered at the AGM will be conducted by a poll. The Board considers that voting by a poll is in the interests of shareholders as a whole and ensures that the views of as many shareholders as possible are represented at the AGM.
5. 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 that member. A member may not appoint more than one proxy to exercise rights attached to any one share. The proxy need not be a member of the Company, but must attend the meeting to represent the member. Please refer to the notes to the form of proxy for further information on appointing a proxy, including how to appoint multiple proxies.
6. In the absence of instructions, the person appointed proxy may vote or abstain from voting as they think fit on the specified resolutions and, unless otherwise instructed, may also vote or abstain from voting on any other matter (including amendments to the resolutions) which may properly come before the meeting.
7. In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority is determined by the order in which the names of the holders stand in the Company's register of members in respect of the joint holding.
8. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member, provided that each representative is appointed to exercise the rights attached to a different share or shares held by the member.
9. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), the Company specifies that only those members registered on the Register of Members at 11 am on 20 January 2023 (the Specified Time) (or if the meeting is adjourned to a time more than 48 hours after the Specified Time, taking no account of any part of a day that is not a working day, by close of business on the day which is two working days prior to the time of the adjourned meeting) shall be entitled to attend and vote thereat in respect of the number of shares registered in their name at that time. If the meeting is adjourned to a time not more than 48 hours after the Specified Time (taking no account of any part of a day that is not a working day), that time will also apply for the purposes of determining the entitlement of members to attend and vote (and for the purposes of determining the number of votes they may cast) at the adjourned meeting. Changes to the Register after the relevant deadline shall be disregarded in determining rights to attend and vote.

Appointment of proxy using hard copy form of proxy

1. Members may appoint a proxy or proxies by completing and returning a form of proxy by post to the offices of the Company's registrars in an envelope addressed to Link Group, Central Square, 29 Wellington St, Leeds, LS1 4DL: or delivering a form of proxy by hand to such address during normal business hours. In the case of a member which is a corporation, the form of proxy must be executed under its common seal or signed on its behalf by a duly authorised officer or an attorney. Any power of attorney or any other authority under which the form of proxy is signed (or a duly certified copy of such power of authority) must be included with the form of proxy. Any such power of attorney or other authority cannot be submitted electronically.
2. To be effective, the appointment of a proxy, or the amendment to the instructions given for a previously appointed proxy, must be received by the Company's registrars by the method outlined in note 7 above no later than 11 am. on 20 January

2023. 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.

Appointment of proxy using CREST electronic proxy appointment service

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://www.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.
2. 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 the latest time(s) for receipt of proxy appointments specified in this notice. 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.
3. 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.
4. 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.

Termination of proxy appointments

1. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the meeting.
2. In order to terminate the authority of a proxy, or a corporate representative of a corporation, you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke such appointment to the Company's registrars. To be effective, the notice of termination must be received by the Company's registrars by the method outlined in note 7 above no later than 11 am on 20 January 2023.

Voting rights

17. As at 16 December 2022, being the latest practicable date prior to the printing of this notice, the Company's issued capital consisted of 252,119,597 ordinary shares carrying one vote each and 2,025,000 deferred shares not carrying any voting rights. Therefore, the total voting rights in the Company as at 16 December 2022 are 252,119,597.

Communications

1. This notice, together with information about the total numbers of shares in the Company in respect of which members are entitled to exercise voting rights at the meeting as at 16 December 2022, being the latest practicable date prior to the printing of this notice, will be available on the Company's website, www.c4xdiscovery.com.
2. Except as provided above, members who have general queries about the AGM should contact Bradley Richard Hoy (0161 235 5085; Manchester One, 53 Portland Street, Manchester M1 3LD). No other methods of communication will be accepted. Any electronic address provided either in this notice or in any related documents (including the form of proxy) may not be used to communicate with the Company for any purposes other than those expressly stated.

Documents available for inspection

20. There are available for inspection at the registered office of the Company during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted), and there will be available for inspection at the place of the meeting from at least 15 minutes prior to and until the conclusion of the meeting:

1. copies of the service contracts of Executive Directors of the Company; and
2. copies of the letters of appointment of the Non-Executive Directors of the Company.