Drumz plc (the "Company")

Registered Office: Burnham Yard, London End, Beaconsfield, Buckinghamshire, HP9 2JH

Registered in England & Wales as company number 00298654

25 April 2022

Dear Shareholder,

Annual General Meeting 2022

This letter contains formal notice of the Company's 2022 Annual General Meeting ("AGM") to be held at the offices of WH Ireland, 24 Martin Lane, London EC4R 0DR at 11:00 a.m. on 19 May 2022. Full details of the meeting and the resolutions that will be put to shareholders are set out in the enclosed Notice of AGM. Below, I set out the details of the proposed resolutions and the arrangements for you to take part.

Arrangements for the 2022 AGM

Entitlement to attend and vote

Only those shareholders registered on the Company's register of members as at close of business on 17 May 2022 shall be entitled to attend, speak and vote at the 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. To ensure their vote is counted the Company recommends shareholders to appoint the Chairman of the AGM as proxy rather than a named person. Proxy votes must be received no later than 11:00 a.m. on 17 May 2022.

Business to be transacted

Resolution 1 - to receive the Annual Report and Accounts 2021

The Directors are required by the Companies Act 2006 (the "Act") to lay the audited report and accounts of the Company and its subsidiaries before shareholders each year at the annual general meeting.

Resolution 2 - to re-appoint the auditors and fix their remuneration

PKF LittleJohn LLP to be re-appointed as auditors of the Company to hold office from the conclusion of this Meeting until the conclusion of the next general meeting at which audited accounts are laid and to authorise the Directors to fix its remuneration.

Resolutions 3 and 4 - to re-elect directors

The Company's Articles of Association sets out the rules relating to the retirement and re-election of Board Directors. Article 103.1 requires one-third of the Directors to retire at every AGM unless he/she was appointed or re-appointed as a Director at either of the last two AGMs. Biographical details for the Directors can be found on page 12 of the 2021 Annual Report and Accounts. This year, the Board has taken the decision to retire two of its directors as presented in resolutions 3 and 4.

Resolution 5 - to approve the Company's investing policy adopted at the 2020 AGM and authorise the directors to implement it

Pursuant to the AIM Rules for Companies, the Company seeks the consent of shareholders to continue with the investment policy of investing in technology, which was approved and adopted at the 2020 AGM and approved by shareholders at the 2021 AGM.

Resolution 6 - to authorise the Company to supply documents or information by electronic means

Where there are no specific provisions in a Company's Articles of Association, and subject to shareholder approval, Schedule 5 to the Companies Act 2006 (the "Act"), allows companies to send or supply documents or information in electronic form and by a website. In line with previous years, we are again requesting that the Company be allowed to send or supply documents or information to members by making them available on a website or by other electronic means.

Resolution 7 - Renewal of Directors' authority to allot shares

Section 551 of the Act requires that the Directors must seek the authority of shareholders of the Company to allot share or other relevant securities in the Company. This resolution authorises the Directors to make allotments of shares and/or securities with a nominal value of up to an additional £500,000 Ordinary Shares. The Directors have no present intention of exercising the authority given by this resolution.

Resolution 8 - Disapplication of statutory pre-emption rights

Sections 570 and 573 of the Act provide that any issue of equity capital for cash made by the Company other than to existing shareholders on a pro-rata basis requires the consent of shareholders of the Company unless the Company has previously obtained authority of the shareholders under Section 570 of the Act.

The resolution authorises the Directors to allot shares for cash other than on a strictly pro-rata basis when they consider that is it expedient to do so and allows them to issue shares and/or securities with a nominal value of up to an additional £500,000. The Directors have no present intention of exercising the authority given by this resolution.

Directors' recommendation

Your Directors are of the opinion that the resolutions which are to be proposed at the Annual General Meeting are in the best interests of the Company and its shareholders and therefore unanimously recommend that you vote in favour of the Resolutions as they intend to themselves in respect of their shares.

Results of voting

At the conclusion of the meeting, the Company's Registrar shall count all votes received and the results of the poll will be published on the Company's website and announced via RNS.

Yours sincerely

Simon Bennett Chairman

Notice of Annual General Meeting

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 financial advice from your stockbroker, bank manager, solicitor, accountant, or other independent adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the UK or, if you reside elsewhere, another appropriately authorised financial adviser.

If you have recently sold or transferred your shares in Drumz plc, please send this notice and the accompanying documents as soon as possible to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Notice is hereby given that the 2022 Annual General Meeting of Drumz plc (the "Company") will be held at the offices of WH Ireland, 24 Martin Lane, London EC4R 0DR at 11:00 a.m. on 19 May 2022 to consider and, if thought fit, to pass the following resolutions, of which 1 to 7 (inclusive) will be proposed as ordinary resolutions (requiring a 50% majority) and resolution 8 will be proposed as special resolution (requiring a 75% majority).

ORDINARY BUSINESS

1. To receive the financial statements of the Company and the reports of the Directors and the Auditors for the year

  • ended 31 December 2021.

  • 2. To re-appoint PKF LittleJohn LLP as auditor of the Company and authorise the Directors (or a duly authorised committee of the Board) to determine the remuneration of the auditor.

  • 3. To re-appoint Nish Malde as a Director of the Company.

  • 4. To re-appoint John Wakefield as a Director of the Company.

  • 5. To approve the Company's investing policy adopted at the 2020 AGM and authorise the directors to implement it.

  • 6. To authorise the Company to send or supply documents or information to members by making them available on a website or other electronic means.

SPECIAL BUSINESS

  • 7. THAT in substitution for all existing authorities under that Section, the Directors be and they are hereby generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 (the Act) to exercise all the powers of the Company to allot, grant options over, offer or otherwise deal with or dispose of any relevant securities (as defined in Section 560 of the Act) of the Company up to a maximum aggregate nominal amount of £500,000 to such persons, at such times and generally on such terms and conditions as the Directors (subject to the Articles of Association of the Company from time to time) in their absolute discretion may determine during the period commencing on the date of the passing of this resolution and expiring (unless previously renewed, varied or revoked by the Company in general meeting) 15 months from the date of the passing of this resolution or, if earlier, on the conclusion of the next Annual General Meeting of the Company save that the Company may make an offer or agreement which would or might require relevant securities to be allotted after the expiry of this authority and the Directors may allot relevant securities pursuant to such an offer or agreement as if the authorities hereby conferred had not expired.

  • 8. THAT in substitution for all existing authorities, the Directors be and they are hereby empowered, pursuant to Section 571 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 7 above as if Section 561 of the Act did not apply to any such allotment provided that this power shall be limited to the allotment of equity securities for cash up to an aggregate nominal amount of £500,000, and shall expire on the conclusion of the next Annual General Meeting of the Company or 15 months after the passing of this resolution, whichever is earlier, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and

the Directors may allot equity securities in pursuance of such offer or agreement after such expiry as if the power conferred hereby had not expired.

For the purposes of this resolution:

  • a) references to an allotment of equity securities shall include a sale of treasury shares; and

  • b) the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

By Order of the Board

Marie-Claire Haines 19 April 2022

Registered office: Company Secretary Burnham Yard London End Beaconsfield Buckinghamshire HP9 2JH

Notes to the Notice of Annual General Meeting

The following notes explain your general rights as a shareholder and your right to attend and vote at this Meeting or appoint someone to vote on your behalf.

Entitlement to attend and voting

  • 1. A copy of this Notice, and other information required by Section 311A of the Companies Act 2006, can be found on the Company's website atwww.drumzplc.com.

  • 2. To be entitled to attend and vote at the Meeting (and for the purpose for the determination by the Company of the number of votes they may cast), shareholders must be registered in the Register of Members of the Company at close of business on 17 May 2022 (pursuant to Regulation 41 of The Uncertified Securities Regulation 2001). 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.

  • 3. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.

  • 4. Each shareholder present or by proxy will have one vote for each share held. As soon as practicable following the AGM the results of the voting will be announced via Regulatory Information Service and also placed on the Company's website.

Appointment of proxies and voting

5. If you are a shareholder who is entitled to vote at the meeting, you are entitled to appoint one or more proxies to exercise all or any of your rights at the meeting and you should have received a proxy form (enclosed with this notice of meeting). A proxy does not need to be a shareholder of the Company but must attend the meeting to represent you. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form. The Company encourages shareholders to appoint the Chairman of the AGM as proxy rather than a named person.

  • 6. In order for a proxy appointment to be valid a form of proxy must be completed. In each case the form of proxy must be received by Neville Registrars at Neville House, Steelpark Road, Halesowen, B62 8HD. Proxy votes must be received no

  • later than 11:00 a.m. on 17 May 2022.

  • 7. In the case of joint holders, where more than one of the joint holders completes a proxy appointment, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's Register of Members in respect of the joint holding (the first-named being the most senior).

  • 8. Shareholders may change proxy instructions by submitting a new proxy appointment. The cut-off time for receipt of proxy appointments also apply in relation to amended instructions (any amended proxy appointment received after the relevant cut-off time will be disregarded). If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

9.

A shareholder may terminate a proxy instruction by informing the Company in writing by either:

  • - Sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Neville Registrars at Neville House, Steelpark Road, Halesowen, B62 8HD. In the case of a shareholder which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which revocation notice is signed (or a duly certified copy of such power of attorney or authority) must be included with the revocation notice.

  • - Sending an email toinfo@nevilleregistrars.co.uk.

Corporate Representatives

10.

A corporation that is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a shareholder provided that they do not do so in relation to the same shares.

11. If your shares are held within a nominee and you wish to attend the Meeting, you will need to contact your nominee as soon as possible. Your nominee will need to present a corporate letter of representation to Neville Registrars, our registrar, as soon as possible and at least 48 hours (excluding non-business days) before the meeting.

Documents on display

12. Due to the ongoing uncertainty relating to COVID-19 and the

Government's current guidance, the Company is unable to make available any of the following documents in the usual course prior to and at the Meeting: copies of the Directors' letters of appointment or service contracts.

Communications

13.

You may not use any electronic address (within the meaning of Section 333(4) of the Companies Act 2006) provided in either this Notice or any related documents (including the form of proxy) to communicate with the Company for any purposes other than those expressly stated.

Issued shares and total voting rights

14.

As at 19 April 2022 (being the latest practicable business day prior to the publication of this Notice), the Company's ordinary issued share capital consists of 419,822,048 ordinary shares, carrying one vote each. Therefore, the total voting rights in the Company as at 19 April 2022 are 419,822,048.

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Disclaimer

Drumz plc published this content on 26 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2022 09:59:11 UTC.