Carclo : Notice of Meeting

31 July 2023

Dear Shareholder

2023 Annual Report and Accounts and Notice of Annual General Meeting

I am pleased to inform you that the Company's 2023 annual report and accounts and the notice of the 2023 annual general meeting have now been published.

If you requested a printed copy of the report and accounts, it is enclosed with this document. If you have been deemed to consent to receiving shareholder communications via our corporate website, please accept this letter as notification that the report and accounts are now available to view at, and can be downloaded from, the 'Results and Presentations' tab of our website at www.carclo-plc.com/investors. If you would like a printed copy of the report and accounts, or would like to change the way we communicate with you, you can call the shareholder helpline number which can be found in the notes to the notice of AGM.

Annual General Meeting

This year's annual general meeting will be held at the offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London EC1Y 4AG on 31 August 2023 at 11:30 am (the AGM). The formal notice of AGM is set out on pages 3 and 4 of this document and contains the proposed resolutions. Explanatory notes to the business to be considered are set out in Appendix 1 to this document on pages 7 and 8, but I would like to draw your attention to the following matters in particular:

AGM format

As permitted by the articles of association of the Company, the AGM will be held as a hybrid meeting again this year, with shareholders invited to join physically at the location of the AGM venue or virtually via the Investor Meet Company Platform.

In order to ensure that shareholders are able to follow the proceedings of the AGM, the Company will provide access online through the Investor Meet Company platform. However, shareholders will not be able to vote online during the AGM and are therefore urged to submit their votes via proxy as early as possible. Shareholders are also invited to submit questions for the board to consider. Questions can be pre-submitted in advance of the AGM via the Investor Meet Company Platform up to 9:00 am on 30 August 2023, being the day before the AGM, or via the Investor Meet Company Platform at any time during the AGM itself. The Board will respond to key questions during the AGM.

Shareholders who wish to attend the AGM online should register for the event in advance via the following Investor Meet Company link:

https://www.investormeetcompany.com/carclo-plc/ register-investor

Shareholders who already follow Carclo plc on the Investor Meet Company Platform will be invited automatically.

Voting at the AGM

Whether or not you propose to attend the AGM physically or virtually, please complete and return the enclosed form of proxy. Alternatively, if you are a member of CREST, you may submit a proxy appointment electronically through the CREST voting service. Further details of how to appoint a proxy are set out in the Notes to the notice of AGM on pages 5 and 6. To be valid, your proxy appointment must be received at the address for delivery specified in the Notes by no later than 11:30 am on 29 August 2023. The appointment of a proxy will not stop you from attending the AGM and voting in person should you so wish.

You are encouraged to appoint the Chair of the meeting as your proxy and give your instructions on how you wish the Chair to vote on the proposed resolutions. All proposed resolutions will be put to a vote on a poll. This will result in a more accurate reflection of the views of shareholders by ensuring that every vote is recognised. On a poll, each shareholder has one vote for every share held.

As mentioned previously, shareholders attending the AGM online via the Investor Meet Company Platform, will not be able to vote online during the AGM and are therefore urged to submit their votes via proxy as early as possible.

Recommendation

The Company's board of directors considers that each of the resolutions set out in the notice of AGM are in the best interests of the Company and its shareholders as a whole and unanimously recommends shareholders to vote in favour of them as the directors intend to do in respect of their own beneficial shareholdings (save in respect of those resolutions in which they are interested).

We welcome you to our AGM this year, whether in person or via the Investor Meet Company Platform.

If you are unable to attend in person, we hope that you will appoint a proxy to exercise your right to vote on the day.

Yours faithfully

Joe Oatley

Non-Executive Chair

Notice is given that the next Annual General Meeting of the Company will be held at the offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London EC1Y 4AG on 31 August 2023 at 11:30 am to consider, and if thought fit, pass the proposed resolutions set out below of which resolutions 1 to 10 will be proposed as ordinary resolutions and resolutions 11 to 13 will be proposed as special resolutions.

1. To receive the audited accounts and the auditors' and directors' reports for the year ended 31 March 2023.
2. To approve the directors' remuneration report (other than the part containing the directors' remuneration policy) for the year ended
   31 March 2023.
3. To elect David Bedford as a director.
4. To elect Rachel Amey as a director.
5. To re-elect Eric Hutchinson as a director.
6. To re-elect Frank Doorenbosch as a director.
7. To re-elect Joe Oatley as a director.
8. To re-appoint Mazars LLP as auditors.
9. To authorise the audit committee of the board of directors to determine the auditors' remuneration.
10. That the directors are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for or to convert any security into such shares (Allotment Rights), but so that:
11. 1. the maximum amount of shares that may be allotted or made the subject of Allotment Rights under this authority are shares with an aggregate nominal value of £1,211,417;
    2. this authority shall expire at the close of business on
       30 September 2024 or, if earlier, on the conclusion of the
       Company's annual general meeting to be held in 2024;
    3. the Company may make any offer or agreement before such expiry which would or might require shares to be allotted or Allotment Rights to be granted after such expiry and the directors may allot shares or grant Allotment Rights under any such offer or agreement as if the authority had not expired; and
    4. all authorities vested in the directors on the date of the notice of this meeting to allot shares or to grant Allotment Rights that remain unexercised at the commencement of this meeting are revoked.

11. That, subject to the passing of resolution 10 in the notice of this meeting, the directors are empowered pursuant to sections 570 and 573 of the Companies Act 2006 to allot equity securities (as defined in section 560 of that Act) for cash, pursuant to the authority conferred on them by resolution 10 in the notice of this meeting or by way of a sale of treasury shares as if section 561 of that Act did not apply to any such allotment, provided that this power is limited to:

1. the allotment of equity securities in connection with any rights issue or open offer (each as referred to in the Financial Conduct Authority's listing rules) or any other pre-emptive offer that is open for acceptance for a period determined by the directors to the holders of ordinary shares on the register on any fixed record date in proportion to their holdings of ordinary shares (and, if applicable, to the holders of any other class of equity security in accordance with the rights attached to such class), subject in each case to such exclusions or other arrangements as the directors may deem necessary or appropriate in relation to fractions of such securities, the use of more than one currency for making payments in respect of such offer, any such shares or other securities being represented by depositary receipts, treasury shares, any legal or practical problems in relation to any territory or the requirements of any regulatory body or any stock exchange; and
2. the allotment of equity securities (other than pursuant to paragraph 11(a) above) with an aggregate nominal value of £183,548,

and shall expire on the revocation or expiry (unless renewed) of the authority conferred on the directors by resolution 10 in the notice of this meeting, save that, before the expiry of this power, the Company may make any offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities under any such offer or agreement as if the power had not expired.

NOTES:

1. A member who is entitled to attend and vote at the AGM is entitled to appoint another person (or two or more persons in respect of different shares held by him or her) as his or her proxy to exercise all or any of his or her rights to attend and to speak and vote at the
   AGM.
2. The right of a member of the Company to attend and vote at the AGM will be determined by reference to the Company's register of members. A member must be registered on that register as the holder of ordinary shares by the close of business on 29 August 2023 in order to be entitled to attend and vote at the meeting as a member in respect of those shares. Changes to entries on the register of members after such time will be disregarded in determining the rights of the person to attend and vote at the AGM. Reference in this Note to the right to attend the AGM shall as regards attendance at the meeting in person be read subject to any legislation temporarily limiting such right.
3. A form for the appointment of a proxy has been provided to members with this document. To be valid, a hard copy proxy appointment form must be completed in accordance with the instructions that accompany it and then delivered (together with any power of attorney or other authority under which it is signed, or a certified copy of such item) to the Company Registrar, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to be received by 11:30 am on 29 August 2023.
4. As an alternative to completing the hard copy proxy form, you can appoint a proxy electronically by visiting www.sharevote.co.uk. You will need your voting ID, Task ID and Shareholder Reference Number. Alternatively, if you have already registered with the Company's Registrars' online portfolio, Shareview, you can submit your proxy form at www.shareview.co.uk using your usual user ID and password. Full instructions are given on both websites. To be a valid proxy appointment, the member's electronic message confirming the details of the appointment completed in accordance with those instructions must be transmitted so as to be received by no later than 11:30 am on 29 August 2023. Members who hold their shares in uncertificated form may also use "the CREST voting service" to appoint a proxy electronically, as explained below.

5. CREST members who wish to appoint a proxy through the CREST system may do so by using the procedures described in "the CREST voting service" section of the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed one or more voting service providers, should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or a proxy instruction made using the CREST voting service to be valid, the appropriate CREST message (CREST proxy appointment instruction) must be properly authenticated in accordance with the specifications of CREST's operator, Euroclear UK & Ireland Limited (Euroclear), and must contain all the relevant information required by the CREST Manual. To be valid, 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 be transmitted so as to be received by Equiniti (ID RA19), as the Company's "issuer's agent", by 11:30 am on 29 August 2023. After this time any change of instruction to a proxy appointed through the CREST system should be communicated to the appointee through other means.

The time of the message's receipt will be taken to be when (as determined by the timestamp applied by the CREST Applications

Host) the issuer's agent is first able to retrieve it by enquiry through the CREST system in the prescribed manner. Euroclear does not make available special procedures in the CREST system for transmitting any particular message. Normal system timings and limitations apply in relation to the input of CREST proxy appointment instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or a CREST sponsored member or has appointed any voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as is necessary to ensure that a message is transmitted by means of the CREST system by any particular time. CREST members and, where applicable, their CREST sponsors or voting service providers should take into account the provisions of the CREST Manual concerning timings as well as its section on "Practical limitations of the system". In certain circumstances the Company may, in accordance with the

Uncertificated Securities Regulations 2001 or the CREST Manual, treat a CREST proxy appointment instruction as invalid.

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 proximity.io. Your proxy must be lodged by 11.30 am on 29 August 2023 in order to be considered valid. 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.