Filta : Notice of AGM

Filta Group Holdings plc

Notice of Annual General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

IF YOU ARE IN ANY DOUBT AS TO WHAT ACTION TO TAKE, YOU SHOULD CONSULT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER APPROPRIATE INDEPENDENT FINANCIAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000.

If you have sold or otherwise disposed of all of your shares in Filta Group Holdings plc (''the Company''), please forward this document and the accompanying form of proxy to the person through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

A form of proxy for use at the Annual General Meeting (''AGM'') is enclosed.

Whether or not you intend to be present at the meeting, please complete the form of proxy and return it in accordance with the instructions printed thereon so as to reach the Company's Registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY not less than 48 hours before the time of the AGM, that is no later than 11.00am on 30 May 2017.

Completion and return of the form of proxy will not prevent you from attending and voting at the meeting in person if you so wish.

The Board of Filta Group Holdings plc considers all of the proposed resolutions to be in the best interests of the Company and the shareholders as a whole and, accordingly, recommends that shareholders vote in favour of all the resolutions proposed, as they intend to do in respect of their own holdings.

The notice of the AGM of the Company is set out at the end of this letter.

8 May 2017

To the shareholders of Filta Group Holdings plc Dear Shareholder

The Company's AGM will take place on 01 June 2017 and the Notice of the meeting is enclosed with this letter. A shareholder registered on the register of members of the Company at the close of business on 30 May 2017 is entitled to vote on the resolutions contained in the Notice of AGM. This letter is intended to help you understand the effect and reasons for the resolutions.

Resolution 1: Report and Accounts

The Directors are required to present to shareholders at the AGM the audited accounts of the Company for the financial period ended 31 December 2016 together with the Auditor's Report and the Directors' Report.

Resolution 2: Directors' Remuneration Report

The Directors are seeking approval of the Directors' Remuneration Report, which is set out on pages 28 to 30 of the Annual Report of the Company, for the financial period ended

31 December 2016. This is an advisory vote and no entitlement to remuneration is conditional upon the resolution being passed.

Resolutions 3 to 7: Re-appointment of Directors

Article 20.2 of the Company's Articles of Association requires that any Director who has been appointed by the Board holds office until the conclusion of the next AGM but is eligible for re-appointment at that meeting. All of the Directors to whom Resolutions 3 to 7 apply were appointed by the Board and are, therefore, retiring and standing for re-appointment.

Resolution 8: Re-appointment of a Director

Article 23 of the Company's Articles of Association requires that one third of the Directors must retire by rotation each year. This is in addition to any Directors retiring under Article 20.2. Accordingly, Jason Sayers retires by rotation and is standing for re-appointment.

Having considered the performance of and contribution made by each of the Directors, the board of Directors remains satisfied that, and the Chairman confirms that, the performance of the Directors standing for re-appointment continues to be effective and demonstrates commitment to the role and as such the Board recommends their re-appointment.

Resolution 9: Auditors

Company law requires the Company, at each general meeting at which accounts are laid, to appoint auditors who will remain in office until the conclusion of the next general meeting at which accounts are laid. Crowe Clark Whitehill LLP has indicated its willingness to continue in office and Resolution 9 proposes to make this appointment.

Resolution 9 also authorises the Directors to agree the auditor's remuneration. It is normal practice for shareholders to resolve at the annual general meeting that the Directors decide on the level of remuneration of the auditors for the audit work to be carried out by them in the next financial year. The amount of the remuneration paid to the auditors for the next financial year will be disclosed in the next audited accounts of the Company.

Resolution 10: Authority to allot equity securities pursuant to Section 551

The Directors may allot shares and grant rights to subscribe for, or convert any security into, shares only if so authorised to do so by shareholders. Accordingly, Resolution 10 will be proposed as an ordinary resolution to grant authorities to allot shares and grant rights to subscribe for, or convert any security into, shares up to an aggregate nominal amount of

£898,422.

This amount represents approximately 33.3 per cent of the total issued ordinary share capital of the Company as at 8 May 2017, the latest practicable date prior to publication of this Notice.

This authority will expire at the next Annual General Meeting in 2018 or fifteen months after the date on which Resolution 10 is passed, whichever is the earlier.

The directors have no present intention of issuing shares pursuant to this authority. As at the date of this notice the Company holds no treasury shares.

Resolution 11: Disapplication of pre-emption rights

In certain circumstances, it may be in the best interests of the Company to allot shares (or to grant rights over shares) for cash without first offering them proportionately to existing shareholders. This cannot be done under the Companies Act 2006 unless the shareholders have first waived their pre-emption rights. Accordingly, Resolution 11 will be proposed as a special resolution to grant such a power. Apart from offers or invitations in proportion to the respective number of shares held, the power will be limited to the allotment of equity securities and sales of treasury shares for cash up to an aggregate nominal value of £269,527 (being ten per cent of the Company's issued ordinary share capital at 8 May 2017, the latest practicable date prior to publication of this Notice). This power will expire fifteen months after the date on which Resolution 11 is passed or at the conclusion of the next Annual General Meeting in 2018, whichever is the earlier.

Your Directors have no present intention of exercising this authority.

Brian Hogan

Company Secretary

Filta Group Holdings plc

(Registered in England and Wales with Company number 10095071)

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2017 Annual General Meeting of Filta Group Holdings plc (the ''Company'') will be held at the Company's Registered Office, The Locks, Hillmorton, Rugby, Warwickshire, CV21 4PP at 11.00 am on 01 June 2017 for the purpose of considering and, if thought fit, passing the following resolutions:

Resolutions 1-10 will be proposed as ordinary resolutions and Resolution 11 will be proposed as a special resolution.

Ordinary Resolutions

1. To receive the Company's audited accounts for the financial period ended 31 December 2016, together with the Directors' and the Auditor's Report thereon.

2. To approve the Directors' Remuneration Report for the year ended 31 December 2016.

3. To re-appoint Victor Clewes as a director of the Company, who retires in accordance with Article 20.2 of the Company's Articles of Association.

4. To re-appoint Jlubomir Urosevic as a director of the Company, who retires in accordance with Article 20.2 of the Company's Articles of Association.

5. To re-appoint Brian Hogan as a director of the Company, who retires in accordance with Article 20.2 of the Company's Articles of Association.

6. To re-appoint Graham Woolfman as a director of the Company, who retires in accordance with Article 20.2 of the Company's Articles of Association.

7. To re-appoint Tim Worlledge as a director of the Company, who retires in accordance with Article 20.2 of the Company's Articles of Association.

8. To re-appoint Jason Sayers as a director of the Company, who retires in accordance with Article 23 of the Company's Articles of Association.

9. To re-appoint Crowe Clark Whitehill LLP as auditors to the Company to hold office from the conclusion of this meeting until the conclusion of the next Annual General Meeting of the Company at which accounts of the Company are presented and to authorise the directors of the Company (the ''Directors'') to fix their remuneration.

10. That the Directors of the Company be and are hereby generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 (as amended) (the ''Act'') 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, shares in the Company (such shares and such rights to subscribe for or to convert any security into shares in the Company being ''equity securities'') to such persons on such terms and in such manner as they shall think fit, provided that this authority shall be limited to the allotment of equity securities up to a maximum aggregate nominal amount of £898,422, being one- third of the aggregate nominal value of the Company's issued share capital as at the date hereof, at any time during the period from the date hereof until the conclusion of the next Annual General Meeting of the Company or 15 months after the passing of this resolution, whichever is earlier (unless and to the extent previously renewed, revoked or varied by the Company in general meeting), provided that the Directors of the Company may make an offer or enter into an agreement which would or might require equity securities to be allotted, offered or otherwise dealt with or disposed of after the expiry of such authority and the Directors of the Company may allot any equity securities after the expiry of such authority in pursuance of any such offer or agreement as if this authority had not expired.

    Special Resolution

11. That, subject to the passing of Resolution 10 above, the Directors of the Company be and hereby are generally empowered pursuant to Sections 570(1) and 573 of the Act to allot equity securities (as defined by Section 560 of the Act) of the Company for cash pursuant