Marlowe : Circular for Proposed Capital Reduction 2 June 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about the contents of this document, or as to what action you should take, it is recommended that you seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended).

If you have sold or transferred all of your shares in Marlowe plc, please forward this document together with the accompanying Form of Proxy as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

MARLOWE PLC

(Incorporated and registered in England and Wales under the Companies Act 1985 with registered number 09952391)

Recommended proposal for a cancellation of share premium account

Notice of General Meeting

Notice of a General Meeting of the Company to be held at 10am on 19 June 2023 at the Company's office at 20 Grosvenor Place, London SW1X 7HN is set out in Part IV of this document.

You will not have received a Form of Proxy for the General Meeting. Instead you are encouraged to vote online at www.signalshares.com. Further details of how to vote are explained in Note 2 of the Notes to the Notice of General Meeting. To be valid, all proxy appointments must be completed and returned as soon as possible and so as to be received by the Company's Registrars, Link Group, no later than 10am on 15 June 2023.

If you hold your shares in CREST, you may appoint a proxy or proxies by completing and transmitting a CREST Proxy Instruction to Link Group as soon as possible and so that it is received by no later than 10am on 15 June 2023.

TABLE OF CONTENTS

The expected dates for the confirmation of the Cancellation by the Court and the Cancellation becoming effective are based on provisional dates that have been obtained for the required Court hearings of the Company's application. These provisional hearing dates are subject to change and dependent on the Court's timetable.

The timetable assumes that there is no adjournment of the General Meeting. If there is an adjournment, all subsequent dates are likely to be later than those shown.

Whilst the Board and management remain focussed on the continued execution of the Company's stated growth strategy as the primary means of delivering shareholder value in the near term and has no current intention of declaring dividends, the proposed Cancellation would provide greater scope to do so in the future if the Board determined that the declaration of dividends were appropriate.

In addition, the Cancellation would provide the Board with the option of purchasing the Company's own shares pursuant to the power granted at the Company's annual general meeting on 14 September 2022, which requires sufficient distributable reserves to do so.

3. Further details on the Cancellation procedure

1. Under the CA 2006, a company limited by shares may reduce its share capital in various ways, as long as it is not restricted from doing so by its articles of association, by obtaining the approval of its shareholders by special resolution and the confirmation of the Court.
2. The Company is not restricted in any way by its articles of association from carrying out a cancellation of capital and is, therefore, seeking approval of its shareholders to the Cancellation. Please see the Notice of General Meeting, which sets out the Resolution, in Part IV of this document.
3. If the Shareholders approve the Resolution at the General Meeting, the Board intends to make an application to the Court to obtain its approval to the Cancellation as soon as possible following the General Meeting.
4. Provisional dates have been obtained for the required Court hearings of the Company's application, but they are subject to change and dependent on the Court's timetable. If the hearings go ahead on the provisional dates, the present timetable provides that the final hearing, at which it is hoped that the Court will make an order confirming the Cancellation, will take place on 4 July 2023.
5. Prior to confirming the Cancellations, the Court will need to be satisfied that the creditors of the Company will not be adversely affected. The Company is satisfied, having taken advice, that it will be able to satisfy the Court in that regard.
6. The Cancellation does not take effect until the Court's order is filed with and registered by Companies House. The Board intends to file the required documentation with Companies House on the business day following the final Court hearing and, subject to compliance with all procedural requirements, Companies House will usually register the documents on the same day. On the present timetable, which is subject to change and dependent on the Court's timetable, this would mean that the Cancellation would take effect on or before 7 July 2023.

4. Meeting

1. Shareholders should see the notice of General Meeting, set out in Part IV of this document. The General Meeting will take place at 10am on 19 June 2023 at 20 Grosvenor Place, London SW1X 7HN. At the General Meeting, the Resolution set out in Part IV of this document will be proposed to Shareholders.
2. The Resolution will be passed if not less than 75% of the votes cast (in person or by proxy) are in favour of it.

5. Action to be taken

1. Shareholders can submit Proxy Instructions online atwww.signalshares.com. Further details of how to vote are explained in Note 3 of the Notes to the Notice of General Meeting. To be valid, all proxy appointments must be completed and returned as soon as possible and so as to be received by the Company's Registrars, Link Group, no later than 10am on 15 June 2023.
2. If you hold your shares in CREST, you may appoint a proxy or proxies by completing and transmitting a CREST Proxy Instruction to Link Group as soon as possible and so that it is received by no later than 10am on 15 June 2023.
3. The submission of a Proxy Instruction via Signal shares, completion and return of a Form of Proxy or the transmission of a CREST Proxy Instruction will not prevent you from attending and voting at the meeting in person.

6. Recommendation and conclusion

The Board considers in good faith that the Cancellation will promote the success of the Company for the benefit of its members as a whole. Accordingly, the Directors recommend that you vote as applicable in favour of the Resolution to be proposed at the General Meeting, as the Directors intend to do as applicable in respect of their own beneficial shareholdings, which amount in aggregate to 5,895,758 Ordinary Shares, being 6.15% of the Ordinary Shares in issue at the date of this document.

Yours faithfully,

Kevin Quinn

Chairman