Notice of AGM 2024

Sareum Holdings plc

(the "Company")

Registered in England and Wales with No. 05147578

Notice of Annual General Meeting

Notice of the Annual General Meeting ("AGM") of Sareum Holdings plc

to be held at 88 Wood Street, London EC2V 7QR on Thursday 19 December 2024 at 10.00 a.m.

Should you wish to attend please either:

1. register your details atinfo@sareum.co.ukin advance; or
2. bring a copy of this notice with you and show it at 88 Wood Street reception

This document is important and requires your immediate attention

If you are in any doubt as to the action you should take, please take advice immediately from an independent financial adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares, please send this document, together with the accompanying documents at once 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.

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Notice of Annual General Meeting

Notice is hereby given that the 2023 Annual General Meeting (AGM) of Sareum Holdings plc (the "Company") will be held at 88 Wood Street, London EC2V 7QR on Thursday 19 December 2024 at 10.00 a.m. (the "Meeting") to transact the following

business.

To consider and, if thought fit, to pass the following resolutions. Resolutions 1 to 7 will be proposed as Ordinary Resolutions and Resolutions 8 and 9 as Special Resolutions.

Ordinary Resolutions

1. To receive the Company's annual report and audited financial statements for the year ended 30 June 2024 (the
   "Annual Report") together with the Directors' Report and the Auditor's Report contained in the Annual Report.
2. To receive and approve the Directors' Remuneration Report for the year ended 30 June 2024.
3. To re-elect Clive Birch as a Director of the Company, who retires by rotation under Section 93 of the Articles of Association and who, being eligible, offers himself for re-election as a Director.
4. To re-elect Michael Owen as a Director of the Company, who retires by rotation under Section 93 of the Articles of Association and who, being eligible, offers himself for re-election as a Director.
5. To re-appoint Shipleys LLP as Auditor of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next general meeting at which the Financial Statements are laid before the Company.
6. To authorise the Audit Committee to determine the remuneration of the Auditors of the Company for the ensuing year.
7. Authority to allot ordinary shares
   To generally and unconditionally authorise the Directors pursuant to and in accordance with Section 551 of the Companies Act 2006 (the "2006 Act") to exercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert any security into shares in the Company:
8. 1. up to an aggregate nominal amount of £1,559,329 and
   2. comprising equity securities (as defined in Section 560(1) of the 2006 Act) up to a further aggregate nominal amount of £1,559,329 in connection with an offer by way of a rights issue;

such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the 2006 Act and to expire at the end of the next Annual General Meeting or if earlier, at the close of business 15 months after the passing of this resolution but, in each case so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority ends.

For the purposes of this Resolution, "rights issue" means an offer to:

1. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
2. holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.

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Special Resolution

8. Authority to disapply pre-emption rights

THAT, subject to the passing of Resolution 7 proposed at the Annual General Meeting of the Company convened for 19

December 2024 and in substitution for any existing authority but without prejudice to the exercise of any such authority prior to the date of the passing of this resolution, the Board of Directors of the Company (the "Board") be and it is hereby generally empowered pursuant to sections 570 and 573 of the Companies Act 2006 (the "Act") to allot equity

securities (within the meaning of section 560 of the Act) (including the grant of rights to subscribe for, or to convert any securities into, ordinary shares of £0.0125 each in the capital of the Company ("Ordinary Shares")) for cash either

pursuant to the authority conferred on it by such Resolution 7 or by way of a sale of treasury shares (within the meaning of section 560(3) of the Act) as if section 561 of the Act did not apply to any such allotment or sale, provided that this power shall be limited to:

1. the allotment of equity securities or sale of treasury shares for cash in connection with a rights issue, open offer or other pre-emptive offer in favour of the holders of Ordinary Shares on the register of members on a date fixed by the Board where the equity securities respectively attributable to the interests of all such holders of Ordinary Shares are proportionate (as nearly as may be practicable) to the respective numbers of Ordinary Shares held by them on that date (subject to such exclusions or other arrangements in connection with the rights issue, open offer or other pre-emptive offer as the Board deems necessary or expedient to deal with shares held in treasury, fractional entitlements to equity securities and to deal with any legal or practical problems or issues arising in any overseas territory or under the requirements of any regulatory body or stock exchange or to deal with any other matter whatsoever); and
2. the allotment of equity securities or sale of treasury shares (otherwise than pursuant to sub-paragraph (a) of this resolution) up to an aggregate nominal amount of £1,559,329,

and provided that this power shall expire at the conclusion of the Annual General Meeting of the Company to be held on or before 18 March 2026, save that the Company may before such expiry make an offer or enter into an agreement which would or might require equity securities to be allotted (or treasury shares to be sold) after such expiry and the Board may allot equity securities (and sell treasury shares) in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

9. Authority to hold general meetings

THAT a general meeting (other than an annual general meeting) may be called on not less than 14 clear days' notice.

By order of the Board

CHW Birch FCA

Company Secretary

27 November 2024

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Notes

1. You will not receive a form of proxy for the AGM in the post. Instead, you will find instructions in note 2 below to enable you to vote electronically. Alternatively, if you do not have access to the internet you may request a paper form of proxy from our registrars, Link Group.
2. You may vote your shares electronically via the Link Investor Centre. It is a free app for smartphone and tablet provided by Link Group (the company's registrar). It allows you to securely manage and monitor your shareholdings in real time, take part in online voting, keep your details up to date, access a range of information including payment history and much more. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below. Alternatively, you may access the Link Investor Centre via a web browser at:https://investorcentre.linkgroup.co.uk/Login/Login.If you hold your shares in CREST and wish to vote via the Link
   Investor Centre rather than the CREST electronic proxy appointment service or cannot locate your Investor Code please contact Link Group via email at shareholderenquiries@linkgroup.co.ukor call the registrars' helpline on 0371 664 0300
   (calls are charged at the standard geographic rate and will vary by provider). If you are outside the United Kingdom, please call +44 371 664 0300 (calls will be charged at the applicable international rate).

1. If paper forms of proxy are required, the member should emailshareholderenquiries@linkgroup.co.ukor contact the
   Company's registrars' helpline on 0371 664 0300 (calls extras are charge at the standard geographic rate and will vary
   by provider). If you are outside the United Kingdom, please call +44 371 664 0300 (calls will be charged at the applicable international rate). Lines are open from 9am-5.30pm, Monday to Friday excluding public holidays in England and Wales.
2. To be effective, the proxy vote must be submitted via the Link Investor Centre so as to have been received by the Company's registrars not less than 48 hours before the time appointed for the meeting or any adjournment of it. Any power of attorney or other authority under which the proxy is submitted must be returned to the Company's registrars,
   Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL. If a paper form of proxy is requested from the registrars, it should be completed and returned to Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, to be received not less than 48 hours before the time of the meeting.
3. In the case of joint holders, the vote of the senior who tenders a vote by proxy will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which the names stand on the Register of Members in respect of the relevant joint holdings.
4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members registered on the Register of Members of the Company at close of business on 17 December 2024 (the Specified Time) (or, if the meeting is adjourned to a time more than 48 hours after the Specified Time, by close of business on the day which is two days prior to the time of the adjourned meeting), shall be entitled to vote in respect of the number of shares registered in their names at that time. If the meeting is adjourned to a time not more than 48 hours after the Specified Time, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purposes of determining the number of votes they may cast) at the adjourned meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

7. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM to be held on 19 December 2024 and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), 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 instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with specifications of Euroclear UK and International Limited and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the

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Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s) to procure that his CREST sponsor or voting service provider(s) take(s)) such an action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

1. Unless otherwise indicated on the Form of Proxy, CREST voting or any other electronic voting channel instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting.
2. The quorum for the AGM will be two persons entitled to vote upon the business to be transacted, each being a shareholder or a proxy for a shareholder or a duly authorised representative of a
   corporation which is a shareholder.
3. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
4. Any electronic address provided either in this Notice or in any related documents may not be used to communicate with the Company for any purposes other than those expressly stated.

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