Gamma Communications : AGM 2022 – Notice

Notice of Annual General Meeting

to be held at 30 Gresham Street, London, England, EC2V 7QP at 10:00 am on Thursday 19 May 2022.

Directors:

Richard Last

(Independent Non-Executive Chairman)

Andrew Taylor

(Chief Executive Officer)

Andrew Belshaw (Chief Financial Officer)

Charlotta Ginman

(Independent Non-Executive Director)

Martin Lea

(Independent Non-Executive Director)

Henrietta Marsh

(Independent Non-Executive Director)

Xavier Robert

(Independent Non-Executive Director)

13 April 2022

Dear Shareholder,

Annual General Meeting - Gamma Communications plc (incorporated and registered in England and Wales with company no. 08943488)

Please find enclosed a Notice convening the Annual General Meeting ("AGM") of Gamma Communications plc (the "Company") which is to be held at the offices of Investec at 30 Gresham Street, London, England, EC2V 7QP at 10:00 am on Thursday, 19 May 2022.

Explanation of the Resolutions

Resolutions 1 to 13 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 14 to 16 are proposed as special resolutions. This means that for these resolutions to be passed, at least three quarters of the votes cast must be in favour of the resolution.

Resolution 1 - Report and accounts

Resolution 1 proposes that the Company's annual accounts for the year ended 31 December 2021 together with the Directors' Report and Auditor's Report on these accounts be received, considered and adopted ("2021 Annual Report and Accounts"). The Company's 2021 Annual Report and Accounts are available online atwww.gammacommunicationsplc.comfor download and printing.

Resolution 2 - Final dividend

Resolution 2 requests approval of the shareholders of a final dividend of 8.8 pence per ordinary share in respect of the year ended 31 December 2021. The dividend will be paid on 23 June 2022 to the holders of ordinary shares at 5:00 pm on 6 June 2022.

Resolution 3 - Directors' remuneration report

Resolution 3 is a resolution to approve, on an advisory only basis, the directors' remuneration report contained in the annual report for the year ended 31 December 2021. As Resolution 3 is an advisory resolution only, the director's entitlement to remuneration is not conditional on the resolution being passed.

Resolution 4 - Reappointment of auditors

Resolution 4 relates to the reappointment of Deloitte LLP as the Company's auditors to hold office until the next annual general meeting of the Company and to authorise the directors to set their remuneration.

Resolutions 5 - 11 - Re-election of directors

Resolutions 5 to 11 deal with the reappointments of members of the board of directors. The Company's Articles of Association ("Articles") require one-third (or such number nearest to but not exceeding one-third) of the Company's directors who are subject to retirement by rotation to retire from office at each annual general meeting. Although not required by the Articles, the directors will, in the interest of good corporate governance and in line with best practice, retire voluntarily and offer themselves for re-election. Biographical details for each of the members of the board of directors are available online atwww.gammacommunicationsplc.com.

Resolution 12 - Appointment of Executive Director

Resolution 12 deals with the appointment of a new Executive Director, William Castell, who will be taking on the role of Chief Financial Officer in May 2022 ahead of the AGM.

Resolution 13 - Allotment of share capital

Resolution 13 grants the directors general authority in accordance with section 551 of the Companies Act 2006 to allot ordinary shares in the capital of the Company (and/or rights to subscribe for or to convert any security into such ordinary shares) up to a maximum nominal amount of £80,291. representing approximately one third of the Company's current issued ordinary share capital (the "ISC").

Resolution 14 - Disapplication of statutory pre-emption rights

Section 561(1) of the Companies Act 2006 requires that on an allotment of new shares for cash, such shares must first be offered to existing shareholders in proportion to the number of shares that they each hold at that time. The directors believe that there may be circumstances when it is in the best interests of the Company to allot new ordinary shares either on an entirely non-pre-emptive basis or in a way that departs from the statutory requirements set out in the Companies Act 2006.

Accordingly, Resolution 14 grants the directors general authority to allot and sell equity securities covered by the Resolution 13 authority for cash as if section 561 of the Companies Act 2006 did not apply, provided that this power is limited to (a) the allotment and sale to holders of ordinary shares or other equity securities on a pre-emptive basis but with appropriate adjustments to the statutory pre-emption requirements set out in the Companies Act 2006, for example to deal with fractional entitlements and overseas legal requirements, as the directors see fit; and (b) the allotment or sale (otherwise than pursuant to (a)) of equity securities on a non-pre-emptive basis up to a maximum nominal value of £12,043, representing approximately 5% of the ISC.

Resolution 15 - Disapplication of statutory pre-emption rights in connection with an acquisition or other capital investment In addition to Resolution 14, the directors believe that there may be other circumstances when it is in the best interests of the Company to allot new ordinary shares either on an entirely non-pre-emptive basis or in a way that departs from the statutory requirements set out in the Companies Act 2006.

Accordingly, Resolution 15 grants the directors general authority to allot and sell equity securities covered by the Resolution 13 authority for cash as if section 561 of the Companies Act 2006 did not apply, provided that this power is limited to (a) the allotment or sale of equity securities on a non-pre-emptive basis up to a maximum nominal value of £12,043, representing approximately 5% of the ISC; and (b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the board of directors of the Company determines to be an acquisition or other capital investment (of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice).

Resolution 16 - Purchase of own shares

Resolution 16 seeks authority for the Company to make market purchases of its own ordinary shares and is proposed as a special resolution. If passed, the resolution gives authority for the Company to purchase up to 9,634,961 of its own ordinary shares, representing approximately 10% of the Company's issued ordinary share capital (excluding treasury shares) as at 13th April 2022. Resolution 16 specifies the minimum and maximum prices which may be paid for any ordinary shares purchased under this authority. The authority will expire on the earlier of the Company's next AGM and 15 months from the date of passing this Resolution. The directors do not currently have any intention of exercising the authority granted by Resolution 16. The Company may either cancel any shares it purchases under this authority or transfer them into treasury (and subsequently sell or transfer them out of treasury or cancel them).

Action to be taken

The Company is not sending out a Form of Proxy this year with this Notice of AGM. Shareholders are being encouraged to vote online by logging on towww.signalshares.comand following the instructions given. Shareholders can appoint a proxy by:

• • logging on towww.signalshares.comand selecting the "Proxy Voting" link and following the instructions given;

• • lodging a proxy appointment by using the CREST Proxy Voting Services; or

• • requesting a hard copy proxy form by contacting the Company's registrars, Link Group, on 0371 664 0300 from the UK between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales (calls are charged at the standard geographic rate and will vary by provider) or [phone] from outside the UK (calls chargeable at the applicable international rate) and returning it to the address shown on the form. You are requested to vote as soon as possible but in any event so that it is received not later than 10:00 am on Tuesday 17 May 2022. Hard copies of the Form of Proxy should be returned to PXS 1, Link Group, Central Square,

  29 Wellington Street, Leeds, LS1 4DL.

The return of a completed Form of Proxy, electronic filing on www.signalshares.comor any CREST Proxy Instructions will not preclude you from attending and voting in person at the meeting, but please note the comments about attendance above.

If you have sold or transferred all of your ordinary shares in the Company, please send this document, together with the accompanying Form of Proxy if applicable, immediately 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. However, this document should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of relevant laws. If you have sold or transferred part only of your holding of ordinary shares, you are advised to consult your stockbroker, bank or other agent through whom the sale or transfer was effected.

If you are in any doubt about the contents of this document, before taking any action, you should immediately consult an independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the UK or another appropriately authorised independent financial adviser who specialises in advising in connection with dealing in shares and other securities if you are in a territory outside the UK.

Recommendation

Your directors believe that the proposals set out in this letter are in the best interests of the shareholders as a whole and are most likely to promote the success of the Company for the benefit of its members as a whole. The directors unanimously recommend that you vote in favour of the Resolutions as the directors propose to do in respect of their own holdings amounting to approximately 0.24% of the ordinary share capital of the Company as at the date of this letter.

Yours sincerely

Richard Last Chairman