Mirriad Advertising : Shareholder Circular

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your Existing Ordinary Shares, please immediately forward this document, together with the accompanying Form of Proxy, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you have sold only part of your holding of Existing Ordinary Shares, please contact your stockbroker, bank or other agent through whom the sale or transfer was effected immediately.

The Directors (whose names and functions appear on page 6 of this document) and the Company (whose registered office appears on page 6 of this document) accept responsibility, both collectively and individually, for the information contained in this document and compliance with the AIM Rules. To the best of the knowledge and belief of the Directors and the Company (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Existing Ordinary Shares are admitted to trading on AIM. Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. It is expected that First Admission will become effective, and that dealings in the Firm Placing Shares will commence, at 8.00 a.m. on 9 May 2024. It is expected that Second Admission will become effective, and that dealings in the Conditional Placing Shares and Retail Offer Shares will commence, at 8.00 a.m. on 28 May 2024. The Company intends to apply for admission of the Subscription Shares, which are the subject of the Directors' Subscription, to trading on AIM separately. The Company will make a further announcement through a Regulatory Information Service confirming when it is expected that Third Admission will become effective. The New Ordinary Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares and will rank in full for all dividends and other distributions declared, made or paid on Ordinary Shares after Admission.

AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the United Kingdom Listing Authority. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. The London Stock Exchange has not itself examined or approved the contents of this document. Prospective investors should read this document in its entirety.

In accordance with section 85 and section 86 of FSMA, this document is not, and is not required to be, a prospectus for the purposes of the Prospectus Regulation Rules and has not been prepared in accordance with the Prospectus Regulation Rules. Accordingly, this document has not been, and will not be, reviewed or approved by the FCA, pursuant to sections 85 and 87 of FSMA, the London Stock Exchange or any other authority or regulatory body. In addition, this document does not constitute an admission document drawn up in accordance with the AIM Rules.

Mirriad Advertising plc

(Incorporated under the Companies Act 2006 and registered in England and Wales with registered number 09550311)

Proposed Placing of 489,600,000 new Ordinary Shares,

Retail Offer of 39,291,490 new Ordinary Shares

and Directors' Subscription for 14,400,000 new Ordinary Shares

at a price of 1.25 pence per New Ordinary Share

and

Notice of General Meeting

Your attention is drawn to the letter from the Chairman of the Company which is set out in Part I of this document and which contains, amongst other things, the Directors' unanimous recommendation that you vote in favour of the Resolutions to be proposed at the General Meeting.

Allenby Capital Limited ("Allenby Capital") and Baden Hill, a trading name of Northland Capital Partners Limited ("Baden Hill"), each of which are authorised and regulated in the United Kingdom by the FCA, are acting as broker to the Company in connection with the proposed Placing and will not be acting for any other person (including a recipient of this document) or otherwise be responsible to any person for providing the protections afforded to clients of Allenby Capital or Baden Hill or for advising any other person in respect of the proposed Fundraising or any transaction, matter or arrangement referred to in this document. Allenby Capital's responsibilities as the Company's nominated adviser and broker under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of his or her decision to acquire shares in the Company in reliance on any part of this document.

Apart from the responsibilities and liabilities, if any, which may be imposed on Allenby Capital and/or Baden Hill by the FSMA or the regulatory regime established thereunder, Allenby Capital and Baden Hill do not accept any responsibility whatsoever for the contents of this document, and no representation or warranty, express or implied, is made by Allenby Capital or Baden Hill in relation to the contents of this document, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Ordinary Shares, the Fundraising or Admission and nothing in this document is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Allenby Capital and Baden Hill accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise which it may otherwise have in respect of this document or any such statement.

Notice of a General Meeting of Mirriad Advertising plc, to be held at the offices of Osborne Clarke LLP, One London Wall, London, EC2Y 5EB, at 10.00 a.m. on 23 May 2024, is set out at the end of this document. To be valid, the accompanying Form of Proxy for use in connection with the General Meeting should be completed, signed and returned as soon as possible and, in any event, so as to reach the Company's registrars, Computershare Investor Services PLC, by not later than 10.00 a.m. on 21 May 2024 (or, if the General Meeting is adjourned, 48 hours (excluding any part of a day that is not a working day) before the time fixed for the adjourned meeting). Completion and return of a Form of Proxy will not preclude Shareholders from attending and voting at the General Meeting should they so wish.

Shareholders who hold their Existing Ordinary Shares in uncertificated form in CREST may alternatively use the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual as explained in the notes accompanying the Notice of General Meeting at the end of this document. Proxies submitted via CREST must be received by the issuer's agent, Computershare Investor Services PLC (ID 3RA50), by no later than 10.00 a.m. on 21 May 2024 (or, if the General Meeting is adjourned, 48 hours (excluding any part of a day that is not a working day) before the time fixed for the adjourned meeting). The appointment of a proxy using the CREST Proxy Voting Service will not preclude Shareholders from attending and voting in person at the General Meeting should they so wish.

A copy of this document is available, subject to certain restrictions relating to persons resident in certain overseas jurisdictions, at the Company's website www.mirriadplc.com.

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IMPORTANT NOTICE

Cautionary note regarding forward-looking statements

This document includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Group's results of operations, financial condition, liquidity, prospects, growth, strategies and the Group's markets.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements.

Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this document are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules, neither the Company, Allenby Capital nor Baden Hill nor their respective Directors undertakes any obligation to publicly release the results of any revisions to any forward-looking statements in this document that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this document.

Notice to overseas persons

The distribution of this document and/or any accompanying documents in certain jurisdictions may be restricted by law and therefore persons into whose possession these documents comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The New Ordinary Shares have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, (the "US Securities Act") and may not be offered, sold or delivered in, into or from the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. Subject to certain exemptions, this document does not constitute an offer of Ordinary Shares to any person with a registered address, or who is resident in, the United States. There will be no public offer in the United States. Outside of the United States, the New Ordinary Shares are being offered in reliance on Regulation S under the US Securities Act. The New Ordinary Shares will not qualify for distribution under the relevant securities laws of Australia, Canada, the Republic of South Africa or Japan, nor has any prospectus in relation to the New Ordinary Shares been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance. Accordingly, subject to certain exemptions, the New Ordinary Shares may not be offered, sold, taken up, delivered or transferred in, into or from the United States, Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction where to do so would constitute a breach of local securities laws or regulations (each a "Restricted Jurisdiction") or to or for the account or benefit of any national, resident or citizen of a Restricted Jurisdiction. This document does not constitute an offer to issue or sell, or the solicitation of an offer to subscribe for or purchase, any Ordinary Shares to any person in a Restricted Jurisdiction and is not for distribution in, into or from a Restricted Jurisdiction.

The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, or any other securities commission or regulatory authority of the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares nor have they approved this document or confirmed the accuracy or adequacy of the information contained in this document. Any representation to the contrary is a criminal offence in the US.

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Presentation of financial information

Certain data in this document, including financial, statistical and operational information has been rounded. As a result of the rounding, the totals of data presented in this document may vary slightly from the actual arithmetical totals of such data. Percentages in tables have been rounded and, accordingly, may not add up to 100 per cent. In this document, references to "pounds sterling", "£", "pence" and "p" are to the lawful currency of the United Kingdom, references to "US dollar", "dollar", "US$" or "$" are to the lawful currency of the United States and references to "Euros" and "€" are to a lawful currency of the European Union.

Presentation of market, economic and industry data

Where information contained in this document originates from a third party source, it is identified where it appears in this document together with the name of its source. Such third party information has been accurately reproduced and, so far as the Company is aware and is able to ascertain from information published by the relevant third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

No incorporation of website information

The contents of the Company's website or any hyperlinks accessible from the Company's website do not form part of this document and Shareholders should not rely on them.

Interpretation

Certain terms used in this document are defined and certain technical and other terms used in this document are explained at the section of this document under the heading "Definitions".

All times referred to in this document and the Form of Proxy are, unless otherwise stated, references to London time.

All references to legislation in this document and the Form of Proxy are to the legislation of England and Wales unless the contrary is indicated. Any reference to any provision of any legislation or regulation shall include any amendment, modification, re-enactment or extension thereof.

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

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CONTENTS
	Page
Directors, secretary and advisers	6
Fundraising statistics	7
Expected timetable of principal events	8
Definitions	9
Part I Letter from the Chairman of Mirriad Advertising plc	13
Notice of General Meeting	24

5

DIRECTORS, SECRETARY AND ADVISERS
Directors	John Pearson (Non-Executive Chairman)
	Stephan Beringer (Chief Executive Officer)
	Nic Hellyer (Chief Financial Officer)
	Bob Head (Non-Executive Director)
	JoAnna Foyle (Non-Executive Director)
	Nicole McCormack (Non-Executive Director)
	All of whose business address is at the Company's registered office
Registered Office	6th Floor
	One London Wall
	London
	EC2Y 5EB
Company website	www.mirriadplc.com
Company Secretary	Jamie Allen
	96 Great Suffolk Street
	London
	SE1 0BE
Nominated Adviser, Broker	Allenby Capital Limited
and Joint Bookrunner	5 St. Helen's Place
	London
	EC3A 6AB
Joint Bookrunner	Baden Hill
	(a trading name of Northland Capital Partners Limited)
	35-39 Maddox Street
	London
	W1S 2PP
Legal advisers to the Company	Osborne Clarke LLP
	One London Wall
	London
	EC2Y 5EB
Legal advisers to the Joint	CMS Cameron Mckenna Nabarro Olswang LLP
Bookrunners	Cannon Place
	78 Cannon Street
	London
	EC4N 6AF
Auditors	PricewaterhouseCoopers LLP
	7 More London Riverside
	London
	SE1 2RT
Registrars and Receiving Agent	Computershare Investor Services PLC
	The Pavilions
	Bridgwater Road
	Bristol
	BS99 6ZZ

6

FUNDRAISING STATISTICS

Issue Price

Number of Existing Ordinary Shares(1)

Number of Placing Shares being issued by the Company pursuant to the Placing

Number of Retail Offer Shares being issued by the Company pursuant to the Retail Offer(2)

Number of Subscription Shares being issued by the Company pursuant to the Directors' Subscription

Total number of New Ordinary Shares to be issued by the Company(2)

Number of Ordinary Shares in issue immediately following First Admission

Number of Ordinary Shares expected to be in issue immediately following Second Admission

Number of Ordinary Shares expected to be in issue immediately following Third Admission(2)

Percentage of Existing Ordinary Shares being issued pursuant to the Fundraising(2)(3)

Gross proceeds of the Placing

Gross proceeds of the Retail Offer

Gross proceeds of the Directors' Subscription

Estimated net proceeds of the Fundraising receivable by the Company(2)

Ordinary Share ISIN

Notes:

1. On 6 May 2024, being the latest practicable date prior to the publication of this document.
2. Assuming the Directors' Subscription takes place as expected.
3. Assuming no Ordinary Shares are issued between the date of this document and Second Admission.

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1.25 pence 489,309,404 489,600,000

39,291,490

14,400,000

543,291,490

543,060,404

1,018,200,894

1,032,600,894

111 per cent.

£6.12 million £0.49 million £180,000 £6.31 million

GB00BF52QY14

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

	2024
Announcement of the Fundraising	2	May
Announcement of the Results of the Placing	3	May
Announcement of the Results of the Retail Offer	7	May
Publication of this document and the Form of Proxy	7	May
First Admission of Firm Placing Shares to trading on AIM	8.00 a.m. on 9 May
and commencement of dealings
Where applicable, expected date for CREST accounts to be	As soon as possible following
credited in respect of Firm Placing Shares in uncertificated form	First Admission
Where applicable, expected date for dispatch of definitive share	within 14 days of First Admission
certificates for Firm Placing Shares in certificated form
Latest time and date for receipt of Form of Proxy and CREST	10.00 a.m. on 21 May
voting instructions
General Meeting	10.00 a.m. on 23 May
Results of the General Meeting	As soon as possible on 23 May
Second Admission of Conditional Placing Shares and Retail	8.00 a.m. on 28 May
Offer Shares to trading on AIM and commencement of dealings
Where applicable, expected date for CREST accounts to be	As soon as possible following
credited in respect of Conditional Placing Shares and Retail	Second Admission
Offer Shares in uncertificated form
Where applicable, expected date for dispatch of definitive	within 14 days of Second Admission
share certificates for Conditional Placing Shares and Retail
Offer Shares in certificated form

Notes:

1. Each of the above times and/or dates is subject to change at the absolute discretion of the Company, Allenby Capital and Baden Hill. If any of the above times and/or dates should change, the revised times and/or dates will be announced through a Regulatory Information Service.
2. All of the above times refer to London time unless otherwise stated.
3. All events listed in the above timetable following the General Meeting are conditional upon the passing of the Resolutions at the General Meeting.

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DEFINITIONS

The following definitions apply throughout this document unless the context otherwise requires:

"Adjusted EBITDA"	operating profit/(loss) excluding depreciation, amortization and
	share-based payment expense
"Admission"	First Admission, Second Admission and/or Third Admission, as the
	context may require
"AGM"	the annual general meeting of the Company expected to be held in
	June 2024
"AIM"	the AIM Market operated by the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies published by the London Stock
	Exchange from time to time
"AIM Rules for Nominated	the AIM Rules for Nominated Advisers published by the London Stock
Advisers"	Exchange from time to time
"Allenby Capital"	Allenby Capital Limited, as nominated adviser, broker and joint
	bookrunner
"Announcement"	the announcement released by the Company on 2 May 2024 relating
	to the Placing and Retail Offer
"Baden Hill"	Baden Hill, a trading name of Northland Capital Partners Limited, as
	joint bookrunner
"certificated form" or	an Ordinary Share recorded on a company's share register as being
"in certificated form"	held in certificated form (namely, not in CREST)
"City Code"	the City Code on Takeovers and Mergers
"Company" or "Mirriad"	Mirriad Advertising plc, a company incorporated under the laws of
	England and Wales with registered number 09550311
"Concert Party"	for the purposes of the City Code, IP2IPO Portfolio L.P. (acting by its
	general partner IP2IPO Portfolio (GP) Limited), Parkwalk Advisors
	Limited, Dr Mark Reilly, Alastair Kilgour and Lois Day
"Conditional Placing"	the conditional placing of the Conditional Placing Shares by the Joint
	Bookrunners, as agents on behalf of the Company, pursuant to the
	Placing Agreement, further details of which are set out in this
	document
"Conditional Placing Shares"	the 435,849,000 new Ordinary Shares to be issued pursuant to the
	Conditional Placing
"CREST"	the relevant system (as defined in the CREST Regulations) in respect
	of which Euroclear is the operator (as defined in those regulations)
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (S.I. 2001 No. 3755)
"Directors" or "Board"	the directors of the Company whose names are set out on page 6 of
	this document, or any duly authorised committee thereof

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"Directors' Subscription"	the proposed subscription for the Subscription Shares by the
	Participating Directors, further details of which are set out in this
	document
"Enlarged Share Capital"	the issued Ordinary Shares immediately following Third Admission,
	assuming the maximum number of New Ordinary Shares are issued
"Euroclear"	Euroclear UK & International Limited, the operator of CREST
"Existing Ordinary Shares"	the 489,309,404 Ordinary Shares in issue at the date of this
	document, all of which are admitted to trading on AIM
"FCA"	the UK Financial Conduct Authority
"Firm Placing"	the conditional placing of the Firm Placing Shares by the Joint
	Bookrunners, as agents on behalf of the Company, pursuant to the
	Placing Agreement, further details of which are set out in this
	document
"Firm Placing Shares"	the 53,751,000 new Ordinary Shares issued pursuant to the Firm
	Placing
"First Admission"	admission of the Firm Placing Shares to trading on AIM becoming
	effective in accordance with Rule 6 of the AIM Rules
"Form of Proxy"	the form of proxy for use in connection with the General Meeting
	which accompanies this document
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"Fundraising"	the Placing, Retail Offer and Directors' Subscription
"FY22"	the Company's financial year ended 31 December 2022
"FY23"	the Company's financial year ended 31 December 2023
"General Meeting"	the general meeting of the Company to be held at the offices of
	Osborne Clarke LLP, One London Wall, London EC2Y 5EB at
	10.00 a.m. on 23 May 2024, notice of which is set out at the end of
	this document
"Group"	the Company, its subsidiaries and its subsidiary undertakings
"Issue Price"	1.25 pence per New Ordinary Share
"Joint Bookrunners"	Allenby Capital and Baden Hill
"KPI"	key performance indicators
"London Stock Exchange"	London Stock Exchange plc
"M&G"	M&G plc
"MSAs"	the two master service agreements signed with two US media
	company "majors"
"New Ordinary Shares"	the Placing Shares, the Retail Offer Shares and the Subscription
	Shares
"Notice of General Meeting"	the notice convening the General Meeting which is set out at the end
	of this document
	10