CAB Payments : Notice of 2024 Annual General Meeting

CAB Payments Holdings plc

(INCORPORATED AND REGISTERED IN ENGLAND AND WALES UNDER NUMBER 09659405)

Notice of

Annual General Meeting

THURSDAY 9 MAY 2024

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about its contents or the action you should take, you should consult your stockbroker, solicitor, accountant or other professional adviser duly authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your Shares in CAB Payments Holdings plc (the "Company"), please pass this document together with the accompanying documents (except for any personalised forms) at once to the purchaser or transferee or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the Shares.

Notice of the Annual General Meeting of the Company to be held at 2.00pm on Thursday 9 May 2024 at The News Building, 3 London Bridge Street, London SE1 9SG, with facilities to attend electronically, is set out on pages 3 to 5 of this document.

5 April 2024

Dear Shareholder

I have the pleasure of sending you the Notice of this year's Annual General Meeting ("2024 AGM"), the Company's first since its Admission to Listing on the London Stock Exchange. The 2024 AGM will be held at, and broadcast from, The News Building, 3 London Bridge Street, London SE1 9SG, at 2.00pm on Thursday 9 May 2024, with facilities to attend electronically. The formal notice of the 2024 AGM is set out on pages 3 to 5 of this document, and an explanation of the business to be considered and voted on at the 2024 AGM is set out on pages 6 to 10.

Please read this letter and the Notice carefully, as they contain details of how the meeting will be organised. Any changes to the 2024 AGM arrangements will be published on the AGM section of the Company's website at https://cabpayments.com/investors, which we encourage you to monitor in case of any updates.

Attendance and questions at the 2024 AGM

We hope you will be able to join us for the 2024 AGM, whether at The News Building or online. Shareholders attending at The News Building should be in possession of photo identification and will pass through airport style security screening before being guided to the meeting room. Bags will be subject to x-ray scanning and may be subject to additional searches. Shareholders planning to join online should refer to the user guide on pages 14 and 15.

Shareholders attending the 2024 AGM will have the opportunity to ask questions of their Board on the business of the meeting. If you would like to submit a question in advance, you may email cosec@crownagentsbank.com. Please send your question by no later than 5:00pm on Wednesday 1 May 2024 if you would like to receive a response from us before the deadline for proxy appointments. If you email us with a question after this time, we will respond to you as soon as possible. Further information is on page 13. You may also, if you prefer, ask questions during the 2024 AGM, either at The New Building or online (using the messaging function described on pages 14 and 15).

Voting at the 2024 AGM

Your vote is very important to us and we are keen to hear your views. Therefore, if you are unable to attend the 2024 AGM, we urge you to exercise your votes by filling in the Form of Proxy enclosed with this Notice and returning it to our registrar, Equiniti Limited ("Equiniti" or "Registrar"), in accordance with the instructions printed on the form as soon as possible. Alternatively, you may appoint a proxy electronically. Please note that the deadline for receipt by our Registrar of all proxy appointments is 2.00pm on Tuesday 7 May 2024. In line with best practice, the Board intends that all votes on resolutions at the 2024 AGM will be conducted by way of a poll. This will ensure all votes are counted, including the votes of shareholders who are unable to attend the meeting, but who have appointed a proxy to vote for them at the meeting.

Further details relating to voting by proxy are set out in the accompanying notes to the Notice on pages 11 to 13 of this document.

Documents on website

The CAB Payments Holdings plc Annual Report for 2023 and this Notice are available to view on the Company's website at https://cabpayments.com/investors/.

I encourage all shareholders to sign up to receive shareholder communications electronically. You can do this online by registering for this service at www.shareview.co.uk.

Voting recommendation

The Directors consider that resolutions 1 to 20 to be put to the meeting are in the best interests of the Company and its shareholders as a whole. The Directors will be voting their own beneficial shareholdings in favour of all the proposed resolutions and the Board unanimously recommends that you do so as well.

Yours sincerely

Ann Cairns

Chair

Notice of Meeting

Notice is hereby given that the Annual General Meeting (the "AGM") of CAB Payments Holdings plc (the "Company") will be held at 2.00pm on Thursday 9 May 2024 at The News Building, 3 London Bridge Street, London SE1 9SG, with facilities to attend electronically, for the transaction of the following business:

Resolutions 1 to 17 (inclusive) will be proposed as Ordinary Resolutions. Resolutions 18 to 20 (inclusive) will be proposed as Special Resolutions.

Resolutions

1. Annual Report

To receive the Company's accounts together with the Report of the Directors and the Auditor's report on those accounts for the financial year ended 31 December 2023.

2. Directors' Remuneration Report

To approve the Directors' Remuneration Report as set out on pages 98 to 119 of the Company's Annual Report for the financial year ended 31 December 2023 (excluding the Directors' Remuneration Policy on pages 102 to 112).

3. Directors' Remuneration Policy

To approve the Directors' Remuneration Policy as set out on pages 102 to 112 of the Company's Annual Report for the financial year ended 31 December 2023.

Re-election of Directors

1. To re-elect Caroline Brown as a Director of the Company.
2. To re-elect Ann Cairns as a Director of the Company.
3. To re-elect Susanne Chishti as a Director of the Company.
4. To re-elect Richard Hallett as a Director of the Company.
5. To re-elect Noël Harwerth as a Director of the Company.
6. To re-elect Jennifer Johnson-Calari as a Director of the Company.
7. To re-elect Karen Jordan as a Director of the Company.
8. To re-elect Simon Poole as a Director of the Company.
9. To re-elect Mario Shiliashki as a Director of the Company.
10. To re-elect Bhairav Trivedi as a Director of the Company.
11. Re-appointmentof auditor

To re-appoint Mazars LLP as the auditor of the Company until the conclusion of the next general meeting at which accounts are laid before the Company.

15. Remuneration of auditor

To authorise the Audit Committee acting for and on behalf of the Board to determine the remuneration of the auditor.

16. Authority to make political donations

To authorise, in accordance with section 366 of the Companies Act 2006, the Company and all companies which are, at any time during the period for which this resolution has effect, subsidiaries of the Company:

1. to make political donations to political parties or independent election candidates, not exceeding £100,000 in total;
2. to make political donations to political organisations other than political parties, not exceeding £100,000 in total; and
3. to 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 conclusion of the next annual general meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 30 June 2025.

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.

Notice of Meeting continued

17. Authority to allot shares That:

1. the Directors be authorised, in accordance with article 7 of the Company's articles of association and section 551 of the Companies Act 2006, to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company:
2. 1. up to a maximum nominal amount of £28,207 (such amount to be reduced by the nominal amount of any equity securities (as defined in article 8 of the Company's articles of association) allotted under paragraph (ii) below in excess of £28,207); and
   2. comprising equity securities (as defined in article 8 of the Company's articles of association) up to a maximum nominal amount of £56,423 (such amount to be reduced by any shares allotted or rights granted under paragraph (i) above) in connection with a pre-emptive offer (as defined in article 8(b)(ii) of the Company's articles of association);
3. this authority shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution, or, if earlier, at the close of business on 30 June 2025; and
4. 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).

18. Disapplication of pre-emption rights - general authority That:

1. in accordance with article 8 of the Company's articles of association, the Directors be given power to allot equity securities for cash as if section 561 of the Companies Act 2006 did not apply;
2. the power under paragraph (a) above (other than in connection with a pre-emptive offer, as defined in article 8 of the
   Company's articles of association) shall be limited to:
3. 1. the allotment of equity securities having a nominal amount not exceeding in aggregate £8,463; and
   2. the allotment of equity securities (otherwise than under paragraph (i) above) up to an aggregate amount equal to 20% of any allotment of equity securities from time to time under paragraph (i) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice;
4. this authority shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 30 June 2025.

19. Disapplication of pre-emption rights - acquisitions/capital investments That:

1. in addition to any authority granted under resolution 18, the Directors be given power:
2. 1. 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
   2. 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 limited to:

1. 1. the allotment of equity securities up to a maximum nominal amount of £8,463, such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 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; and
   2. the allotment of equity securities (otherwise than under paragraph (A) above) up to an aggregate nominal amount equal to 20% of any allotment of equity securities from time to time under paragraph (A) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre Emption Group prior to the date of this Notice;
2. this power shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or, if earlier, at the close of business on 30 June 2025; and
3. 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.

20. Notice period for general meetings

To resolve that a general meeting of the Company other than an Annual General Meeting may be called on not less than 14 clear days' notice.

By Order of the Board

Lesley Martin

Company Secretary

5 April 2024

CAB Payments Holdings plc

Registered Office: Quadrant House, The Quadrant Sutton SM2 5AS United Kingdom

Registered in England and Wales Company No: 09659405

Explanatory notes on 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 50% of the votes cast must be in favour of the resolution.

Resolutions 18 to 20 (inclusive) are proposed as special resolutions. This means that for each of those resolutions to be passed, at least 75% of the votes cast must be in favour of the resolution.

Resolution 1 - Annual Report

The directors of the Company ("Directors") will present the Annual Report for 2023.

Resolution 2 and 3 - Directors' Remuneration Report and Directors' Remuneration Policy

The Directors' Remuneration Report is set out in the Annual Report 2023 on pages 98 to 119. It contains:

• a statement by Noël Harwerth, Chair of the Company's Remuneration Committee;
• the Annual Report on Remuneration, which sets out payments made to the Directors in respect of the financial period ended 31 December 2023; and
• the Directors' Remuneration Policy in relation to future payments to the Directors and former Directors.

Resolution 2 is the ordinary resolution to approve the Directors' Remuneration Report, other than the section containing the Directors' Remuneration Policy. Resolution 2 is an advisory resolution and the Directors' entitlement to remuneration is not conditional on it.

Resolution 3 is the ordinary resolution to approve the Directors' Remuneration Policy which is set out in the Directors' Remuneration Report in the Annual Report 2023 on pages 102 to 112. Once a Directors' Remuneration Policy has been approved, all payments by the Company to the Directors and any former or future Directors must be made in accordance with that policy (unless a payment has been separately approved by a shareholder resolution). If the Company wishes to change the Directors' Remuneration Policy, it is required to put a revised policy to a shareholder vote before it can implement the new policy. If the Directors' Remuneration Policy remains unchanged, the Companies Act 2006 (the "2006 Act") requires the Company to put the policy to shareholders for approval again no later than 2027.

Resolutions 4 to 13 - Re-election of Directors

In accordance with the UK Corporate Governance Code and the Company's articles of association, each of the Directors will retire from office at the 2024 AGM and those who wish to continue to serve will stand for re-election by shareholders. Accordingly, Caroline Brown, Ann Cairns, Susanne Chishti, Richard Hallett, Noël Harwerth, Jennifer Johnson-Calari, Karen Jordan, Simon Poole, Mario Shiliashki and Bhairav Trivedi offer themselves for re-election in resolutions 4 to 13.

As more fully explained in the Company's Annual Report 2023, the performance and contribution made by each of the Directors has been considered by the Chair and Nomination Committee as part of an informal review in the second half of 2023. The Chair has also discussed performance (including Committee leadership and/or membership) with each individual and the Board remains satisfied that the performance of each Director continues to be effective in relation to the fulfilment of his or her duty to act in the long-term interest of the Company, on behalf of its members, while also having due regard for other stakeholders and demonstrating commitment to their role including devoting sufficient time and attention as is necessary in order to perform their duties. Biographical details for all our Board members, including details of their other commitments and the reasons why their contributions are important to the Company's long-term sustainable success, can be found at Appendix 1. The Board therefore recommends each Director for re-election.

As announced on 23 February 2024, it is proposed that Bhairav Trivedi will be succeeded as CEO by Neeraj Kapur, subject to regulatory approval. Neeraj, who joined the CAB Payments team in February, will be appointed to the Board and take up the CEO role once regulatory approval is confirmed, and will stand for election by shareholders at the 2025 AGM. Further announcements will be made at the appropriate time.

Resolutions 4, 6, 8, 9, 10 and 12- Re-election of Independent Non-executive Directors

As explained on page 85 of the Annual Report 2023, the Company has a controlling shareholder for the purposes of the Listing Rules. This is because Merlin Midco Limited (the "Controlling Shareholder"), which itself is ultimately controlled by Helios Investors III, L.P. and Helios Investors III (A), L.P., exercises or controls 30% or more of the votes able to be cast at general meetings of the Company. This impacts the Company's process for approving the re-election of Caroline Brown, Susanne Chishti, Noël Harwerth, Jennifer Johnson-Calari, Karen Jordan and Mario Shiliashki, who are the Directors determined by the Board to be independent for the purposes of the UK Corporate Governance Code ("Independent NEDs"), since, under the Listing Rules, such re-elections must be approved both by: (a) shareholders as a whole; and

1. those shareholders other than the Controlling Shareholder who are entitled to vote on the election of directors (the "Independent Shareholders").

Resolutions 4, 6, 8, 9, 10 and 12 (the "Independent NED Ordinary Resolutions") are proposed as ordinary resolutions, on which all shareholders may vote. However, in addition, the Company will separately count the votes cast on

the Independent NED Ordinary Resolutions by Independent Shareholders and will calculate the proportion of such votes cast for and against the resolutions, in order to determine whether the re-elections have been approved by the Independent Shareholders.

Following the 2024 AGM, the Company will announce the results of the Independent NED Ordinary Resolutions as decided by shareholders as a whole and, in addition, will announce details of the votes of Independent Shareholders.

Under the Listing Rules, if a resolution to re-elect an Independent NED is not approved by a majority vote of both the shareholders as a whole and the Independent Shareholders at the 2024 AGM, a further resolution may be put forward to be approved by the shareholders as a whole at a meeting which must be held more than 90 days after the date of the first vote but within 120 days of the first vote. Accordingly, if any of Independent NED Ordinary Resolutions is not approved by a majority vote of the Independent Shareholders at the 2024 AGM, the relevant Independent NED(s) will be treated as having been re-elected only for the period from the date of the AGM until the earlier of: (i) the close of any general meeting of the company, convened for a date more than 90 days after the AGM but within 120 days of the AGM, to propose a further resolution to re-elect that Independent NED; (ii) the date which is 120 days after the AGM; and (iii) the date of any announcement by the Board that it does not intend to hold a second vote. In the event that the Independent NED's re-election is approved by a majority vote of all shareholders at a second meeting, the Independent NED will then be re-elected until the next annual general meeting.

The Listing Rules require the Company to provide details of: (i) any previous or existing relationship, transaction or arrangement between each Independent NED and the Company, its directors, the Controlling Shareholder or any associate of a Controlling Shareholder; (ii) why the Company considers the proposed Independent NED will be an effective director; (iii) how the Company has determined that the proposed director is an Independent NED; and (iv) the process by which the Company has selected each Independent NED. These details are provided in the Independent NEDs' biographies at Appendix 1.

The Company has received confirmation from each of the Independent NEDs that, except as disclosed in the Independent NEDs' biographies at Appendix 1, there is no existing or previous relationship, transaction or arrangement that the Independent NEDs have or have had with the Company, its directors, the Controlling Shareholder or any associate of the Controlling Shareholder.

Resolutions 14 and 15 - Re-appointment of auditor and paying its remuneration

At every general meeting at which accounts are presented to shareholders, the Company is required to appoint an auditor to serve from the end of the meeting until the next such meeting. On the recommendation of the Audit Committee, the Board proposes that Mazars LLP ("Mazars") as the Company's incumbent auditor be re-appointed as auditor of the Company. Mazars has expressed its willingness to continue to act as auditor for a further year.

Resolution 15 proposes that the Audit Committee, acting for and on behalf of the Board be authorised to determine the level of the auditor's remuneration. Details of the remuneration paid to the incumbent auditor during the year ended 31 December 2023 can be found in the Annual Report 2023 on page 169.

Explanatory notes on the proposed resolutions continued

Resolution 16 - Political donations and political expenditure

Part 14 of the 2006 Act, amongst other things, prohibits the Company and its subsidiaries from making UK 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 2006 Act 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 2006 Act through the undertaking of routine activities, which would not normally be considered to result in the making of political donations or in political expenditure being incurred.

As permitted under the 2006 Act, 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 conclusion of the next annual general meeting of the Company or, if earlier, at close of business on 30 June 2025.

Resolution 17 - Directors' authority to allot shares

At the general meeting held on 5 July 2023, prior to admission of the Company's entire ordinary share capital to the premium listing segment of the Official List maintained by the FCA and to trading on the main market for listed securities of London Stock Exchange plc (the "2023 General Meeting"), shareholders authorised the Directors, under section 551 of the 2006 Act, to allot Shares without the prior consent of shareholders for a period expiring at the conclusion of the 2024 AGM. It is proposed to renew this authority in line with market practice for listed companies and to authorise the Directors under section 551 of the 2006 Act to allot Shares or grant rights to subscribe for or convert any security into Shares in the company for a period expiring no later than 30 June 2025.

Paragraph (a)(i) of resolution 17 will allow the Directors to allot Shares up to a maximum nominal amount of £28,207 representing approximately one third (33.33%) of the Company's issued share capital as at the Latest Practicable Date. In accordance with the latest institutional guidelines issued by the Investment Association in February 2023, paragraph (a)(ii) of resolution 17 will allow Directors to allot, including the Shares referred to in paragraph (a)(i) of the resolution, further of the Company's Shares in connection with a rights issue or other pre-emptive offer to shareholders up to a maximum nominal amount of £56,423, representing approximately two thirds (66.67%) of the Company's existing issued share capital and calculated as at the Latest Practicable Date.

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.

As at 26 March 2024, the Company did not hold any Shares in treasury.

Resolution 17 will be proposed as an ordinary resolution to renew this authority until the conclusion of the next annual general meeting or, if earlier, the close of business on 30 June 2025.

Resolutions 18 and 19 - Authority for disapplication of pre-emption rights (special resolutions)

Also at the 2023 General Meeting, special resolutions were passed, under sections 570 and 573 of the 2006 Act, empowering the Directors to allot equity securities for cash without first being required to offer such Shares to existing shareholders. It is proposed that these authorities be renewed in line with the latest institutional shareholder guidelines, including the revised Statement of Principles published by the Pre-Emption Group in November 2022 (the "2022 Statement of Principles").

If approved, resolution 18, which follows the Pre-Emption Group's template resolution and is proposed as a special resolution, will authorise the directors, in accordance with the Company's articles of association and the 2022 Statement of Principles, to issue Shares in connection with a rights issue or other pre-emptive offer and otherwise to issue Shares and/or sell treasury shares for cash:

1. for general corporate purposes (under paragraph (b)(i) of the resolution), up to a maximum nominal amount of £8,463 (representing approximately 10% of the issued share capital of the Company as at the Latest Practicable Date); and
2. for the purposes of making a follow-on offer to existing shareholders (under paragraph (b)(ii) of the resolution and as described in the 2022 Statement of Principles), up to an additional aggregate amount equal to 20% of any allotment under paragraph (b)(i) of the resolution. The maximum additional nominal amount that could be issued under paragraph (b)(ii) of the resolution (based on the authority under paragraph (b)(i) being used in full) is £1,693 (representing approximately 2% of the issued share capital of the Company as at the Latest Practicable Date).

The total maximum nominal amount of equity securities to which resolution 18 relates is £10,156 (representing approximately 12% of the issued share capital of the Company as at the Latest Practicable Date).

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 and/or sell treasury shares for cash without first being required to offer such securities to existing shareholders. The proposed resolution follows the PreEmption Group's template resolution and reflects the 2022 Statement of Principles.

The authority granted by resolution 19, if passed, will be in addition to any authority granted by resolution 18, and will be limited to the allotment of equity securities and the sale of treasury shares for cash:

1. under paragraph (A) of the resolution, up to an aggregate nominal value of £8,463 (representing approximately 10% of the issued share capital of the Company as at the Latest Practicable Date), to be used only in connection with an acquisition or other capital investment of a kind contemplated by the 2022 Statement of Principles, and which is announced contemporaneously with the allotment, or has taken place in the preceding 12 month period and is disclosed in the announcement of the allotment; and
2. under paragraph (B) of the resolution, up to an additional aggregate amount equal to 20% of any allotment under paragraph (A) of the resolution, for the purposes of making a follow-on offer to existing shareholders as described in the 2022 Statement of Principles. The maximum additional nominal amount that could be issued under paragraph
   (B) of the resolution (based on the authority under paragraph (A) being used in full) is £1,693 (representing approximately 2% of the issued share capital of the Company as at 26 March 2024).

The total maximum nominal amount of equity securities to which resolution 19 relates is £10,156 (representing approximately 12% of the issued share capital of the Company as at 26 March 2024).

The authorities granted by resolutions 18 and 19, if passed, will expire at the conclusion of the next annual general meeting or, if earlier, the close of business on 30 June 2025.

The Directors confirm that, should they exercise any authorities granted by resolution 18 or resolution 19, they intend to follow best practice as regards use, including: (i) following the shareholder protections in Part 2B of the 2022 Statement of Principles; and (ii) in respect of any follow-on offer, following the expected features set out in paragraph 3 of Part 2B of the 2022 Statement of Principles.

Explanatory notes on the proposed resolutions continued

Resolution 20 - Notice of general meetings (special resolution)

The notice period required by the 2006 Act for general meetings of the Company is 21 clear days unless shareholders approve a shorter notice period, which cannot, however, be less than 14 clear days. (AGMs must always be held on at least 21 clear days' notice.) At the 2023 General Meeting, shareholders authorised the calling of general meetings other than an AGM on not less than 14 clear days' notice, and it is proposed that this authority be renewed. The authority granted by resolution 20, if passed, 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 Company already provides the ability for shareholders to vote electronically at www.shareview.co.uk ). 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.