Notice of AGM 2025

Tialis Essential IT Plc

(the "Company")

(Incorporated in Scotland with registered number SC368538)

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who is authorised under the Financial Services and Markets Act 2000.

A notice containing the resolutions to be voted on at the AGM to be held at the offices of Cavendish Financial, 1 Bartholomew Close, London EC1A 7BL at 10.00 a.m. on 20 June 2025 is set out on page number 4 onwards of this document.

The enclosed form of proxy for use at the AGM should be completed and returned to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY as soon as possible and to be valid must arrive not less than 48 hours (excluding any day or part of a day that is not a working day) before the time fixed for the AGM.

Please refer to the letter from the Chairman on page 2 of this circular for further details.

(incorporated and registered in Scotland with number SC368538)

13 May 2025

To: Holders of ordinary shares in Tialis Essential IT Plc Dear Shareholder

I am writing to you with details of the Annual General Meeting (the "AGM") of the Company which we are holding at the offices of Cavendish Financial, 1 Bartholomew Close, London EC1A 7BL on 20 June 2025 at 10.00 a.m. The formal Notice of AGM is set out from page number 4 onwards of this document.

If you would like to vote on the proposed resolutions, you may appoint a proxy in one of the following ways:

• Via the CREST electronic proxy appointment service (for CREST members); or

• By completing the enclosed Form of Proxy and returning it to our registrars Computershare Investor Services PLC, as soon as possible. The form of Proxy must be received by 10.00 a.m. on 18 June 2025, being 48 hours before the AGM (excluding any day or part of a day that is not a working day).

Resolutions 1 to 7 (inclusive) will be proposed as ordinary resolutions. This means that for each of those resolutions to be passed, at least fifty per cent. of the votes cast must be in favour of the resolutions.

Resolutions 1 to 6 (inclusive) relate to (i) the receipt of the Company's annual accounts for the financial year ended 31 December 2024 together with the Directors' Reports, and the Auditors' Report on those accounts; (ii) the approval of the Remuneration Committee Report; (iii) the appointment of Barnes Roffe LLP as auditors of the Company and the authorisation of the directors of the Company to determine the remuneration of the auditors; (iv) the re-election of Ian Smith and Matthew Riley as directors who retire by rotation; and (v) the election of Nicola Chown who was appointed as a director since the last AGM. In compliance with the QCA Corporate Governance Code 2023, all Directors are required to retire by rotation and seek re-election annually

Resolution 7 relates to the authorisation for the directors to allot equity securities up to a maximum nominal value of £81,874, this being an amount equal to approximately one third of the aggregate nominal value of the ordinary share capital of the Company in issue on 12 May 2025, being the latest practicable date prior to the publication of the Notice. This authority will expire on the earlier of 15 months after the passing of the resolution or on the conclusion of the annual general meeting of the

Company to be held in 2026.

Resolutions 8 and 9 deal with the disapplication of shareholder statutory pre-emption rights in order to permit the directors to allot equity securities of up to 2,453,508 shares representing up to approximately 10 per cent. of the issued share capital as at 12 May 2025 for cash without first having to offer them to the Company's existing shareholders and to make market purchases of up to 2,453,508 shares representing approximately 10% of the issued share capital as at 12 May 2025. These authorities will expire on the earlier of 15 months after the passing of this resolution or on the conclusion of the annual general meeting of the Company to be held in 2026.

Recommendation

Yours faithfully

Executive Director

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at 10.00 a.m. on 20 June 2025 at the offices of Cavendish Financial, 1 Bartholomew Close, London EC1A 7BL, for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions.

1. To receive the audited consolidated accounts of the Company and its subsidiaries for the year ended 31 December 2024 together with the Directors' Report and the Auditors' Report on those accounts.

2. To approve the Remuneration Committee Report for the year ended 31 December 2024.

3. To appoint Barnes Roffe LLP as auditors to hold office from the conclusion of the Annual General Meeting to the conclusion of the next meeting at which accounts are laid before the Company, at a remuneration to be determined by the directors.

4. To re-elect Ian Smith as a director of the Company, who retires byrotation.

5. To re-elect Matthew Riley as a director of the Company, who retires byrotation.

6. To elect Nicola Chown as a director of the Company, who was appointed by the board since the last annual general meeting.

7. THAT the directors of the Company be and are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the "Act") to exercise all powers of the Company to allot equity securities (as defined in section 560(1) of the Act) in the Company and/or to grant rights to subscribe for or to convert any security into such shares ("Allotment Rights"), but so that the maximum amount of equity securities that may be allotted or made the subject of Allotment Rights under this authority are shares with an aggregate nominal value of

   £81,874 representing approximately one third of the Company's current issued share capital, provided that this authority, unless duly renewed, varied or revoked by the Company, will expire on the date being fifteen months from the date of the passing of this resolution or, if earlier, the conclusion of the next annual general meeting of the Company to be held after the passing of this resolution, save that the Company may, before such expiry, make offers or agreements which would or might require shares to be allotted or Allotment Rights to be granted after such expiry and, the directors may allot shares and grant Allotment Rights in pursuance of such an offer or agreement notwithstanding that the authority conferred by this resolution has expired.

   Special Resolutions

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

8. THAT, conditional on the passing of Resolution 7, the directors be and they are hereby empowered pursuant to section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash, pursuant to the authority conferred by Resolution 6 or by way of a sale of treasury shares as if section 561(1) 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 in connection with an offer by way of a rights issue, open offer or other offer:

      1. to the holders of ordinary shares in proportion (as nearly as may be practicable) to their respective holdings; and

      2. to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary,

         1. but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any applicable regulatory body or stock exchange;

   2. the allotment (otherwise than pursuant to sub-paragraph 7.1 above) of equity securities and the sale of treasury shares up to an aggregate nominal amount of £24,536 representing approximately 10 per cent. of the Company's current issued share capital,

      provided that the power granted by this resolution will expire on the date being fifteen months from the date of the passing of this resolution or, if earlier, the conclusion of the next annual general meeting of the Company to be held after the passing of this resolution (unless renewed, varied or revoked by the Company prior to or on such date), save that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted or treasury shares to be sold after such expiry and, the directors may allot equity securities or sell treasury shares in pursuance of such an offer or agreement notwithstanding that the authority conferred by this resolution has expired.

9. THAT the Company is generally and unconditionally hereby authorised for the purposes of section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of any of its ordinary shares of £0.01 each ("ordinary shares") on such terms and in such manner as the directors may from time to time determine provided that:

   1. the maximum aggregate number of ordinary shares authorised to be purchased is 2,453,508;

   2. the minimum price which may be paid for any such ordinary share is £0.01, exclusive of the expenses of purchase (if any) payable by the Company;

   3. the maximum price, exclusive of the expenses of purchase (if any) payable by the Company, which may be paid for any such ordinary share under this authority is an amount equal to 105% of the average of the middle market closing price for an ordinary share as derived from the AIM market of the London Stock Exchange plc for the five business days immediately preceding the day of purchase; and