Fonix Mobile : Notice of AGM 2021

FONIX MOBILE PLC

23 Heddon Street, London, W1B 4BQ

Company number: 05836806

LETTER FROM THE CHAIRMAN

Dear Shareholder,

Annual General Meeting of Fonix Mobile plc

I am pleased to enclose notice of Fonix Mobile plc's (the ʺCompanyʺ) annual general meeting (ʺAGMʺ) which will be held at 3:00 p.m. on Thursday 18 November 2021 at finnCap, 1 Bartholomew Close, London, EC1A 7BL.

Arrangements

As at the date of the notice, shareholders may attend the AGM in person subject to social distancing measures or Government guidance that may be in place at the time of the AGM. The Directors kindly request that any shareholders who wish to attend the AGM in person pre-register their intentions to attend by emailing investors@fonix.com no later than close of business on 17 November 2021. All shareholders who wish to attend the AGM in person will be required to wear a mask.

Given the evolving circumstances surrounding the Covid-19 pandemic, shareholders are encouraged to monitor the Company's website (https://www.fonix.com) for any changes to the arrangements for the AGM described in the notice of AGM and for details of any social distancing arrangements in place at the meeting.

Please note that shareholders must not attend the AGM in person if they have symptoms that may be caused by Covid-19, or if they are waiting for a test, or if they have received a positive Covid-19 test result, or live with someone with Covid-19 symptoms, or with someone who has tested positive for Covid-19.

Voting

I strongly encourage you to complete and submit your proxy vote in advance of the AGM in accordance with the guidance notes appended to the notice of AGM.

The Company will conduct the votes on all resolutions by way of a poll to ensure that votes of all shareholders are counted.

The Directors believe that the proposed resolutions set out in the notice of AGM are in the best interests of shareholders as a whole. The Directors will be voting in favour of them and unanimously recommend that you do so as well.

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Annual Report

The full annual report and accounts of the Company in respect of the financial year ended 30 June 2021 have been published and a copy of the report is available on the Company's website (https://fonix.com/investors).

Yours faithfully,

Edward Spurrier

Chairman

21 October 2021

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Notice of Annual General Meeting

Notice is hereby given that the 2021 annual general meeting of the Company will be held at finnCap, 1 Bartholomew Close, London, EC1A 7BL at 3:00 p.m. on 18 November 2021 for the following purposes:

Ordinary Resolutions

To consider and, if thought fit, to pass the following resolutions, which will be proposed as ordinary resolutions:

1. To receive the audited annual accounts and reports for the financial year ended 30 June 2021.
2. To reappoint Michael Andrew Foulkes as a Director.
3. To reappoint William Richard Neale as a Director.
4. To reappoint Lucinda Emma Joanna Sharman-Munday as a Director.
5. To reappoint Edward John Marston Spurrier as a Director.
6. To reappoint Robert Henry Weisz as a Director.
7. To reappoint UHY Hacker Young LLP as auditors of the Company, to hold office until the conclusion of the next annual general meeting of the Company.
8. To authorise the Directors to determine UHY Hacker Young LLP's remuneration as auditors of the Company.
9. To declare a final dividend of £0.0353 (3.53p) per ordinary share for the year ended 30 June 2021 to be paid on 30 November 2021 to the holders of ordinary shares on the register of members at the close of business on 19 November 2021.
10. That the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to exercise all 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 up to an aggregate nominal amount of £66,666.66 comprising:
11. 1. an aggregate nominal amount of £33,333.33 (whether in connection with the same offer or issue as under (b) below or otherwise); and
    2. an aggregate nominal amount of £33,333.33 in the form of equity securities (as defined in section 560 of the Companies Act 2006) in connection with an

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offer by way of a rights issue or other pre-emptive offer or issue, open for acceptance for a period fixed by the Directors, made 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 and to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, 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 the date falling 15 months after the passing of this resolution or, if earlier, at the conclusion of the annual general meeting of the Company in 2022, 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

To consider and, if thought fit, to pass the following resolutions, which will be proposed as special resolutions:

11. That subject to the passing of resolution 10, the Directors be empowered pursuant to section 570 and section 573 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 10 as if section 561 of that Act did not apply to any such allotment, provided that this power shall be limited to:

1. any such allotment of equity securities in connection with an offer of equity securities by way of a rights issue or other pre-emptive offer or issue made to holders of ordinary shares 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 and to holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary, subject to such exclusions or other arrangements as the Directors may deem necessary, appropriate 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
2. any such allotment, otherwise than pursuant to sub-paragraph (a) 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 £5,000.

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 10 expires, except that the Company may before such expiry 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 in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.

12. That, in addition to any authority granted under resolution 11 and subject to the passing of resolution 10, 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 10 as if section 561 of that Act did not apply to any such allotment, provided that this power shall be:

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