Alfa Financial Software : 2023 Notice of Annual General Meeting

Alfa Financial Software Holdings PLC Notice of the 2023 Annual General Meeting

to be held on Wednesday, 26 April 2023 at 3.00pm (UK time) at Moor Place, One Fore Street Avenue, London, EC2Y 9DT

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 consult your stockbroker, bank manager, solicitor, accountant or other professional 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.

Letter from the Chairman

31 March 2023

Dear Shareholder,

I am pleased to invite you to the 2023 Annual General Meeting ("AGM") of Alfa Financial Software Holdings PLC (the "Company"), which will be held at and broadcast from our registered office at Moor Place, One Fore Street Avenue, London, EC2Y 9DT on Wednesday, 26 April 2023 at 3:00pm.

The Notice of the AGM is set out on pages 3 to 4 together with explanatory notes on pages 5 to 8. The 2022 Annual Report and Accounts and the Notice of the AGM are also available on our website atwww.alfasystems.com/investors.

Attending the AGM

Similar to last year, the 2023 Annual General Meeting will be held as a physical meeting, with the option to follow proceedings virtually as permitted by the articles of association of the Company. Any changes to our Meeting arrangements will be communicated to shareholders via the Company's website. Our corporate website,www.alfasystems.com/investorsis the principal means that we use to communicate with our shareholders, and we therefore encourage you to monitor this for updates about the 2023 Annual General Meeting.

Live remote webcast

The Board recognises the importance of the AGM to shareholders and is keen to ensure that you are able to engage in this year's AGM either physically or remotely. For those wishing to attend remotely, the Board is providing a webcast to view and listen to the AGM and to follow the proceedings in real time. Please note, that you will not legally be participating in the meeting so you will not be able to vote during the webcast and it is therefore important that, if you wish to vote at the AGM, you appoint a proxy to attend and vote on your behalf. Information on how to join the webcast can be found below.

Shareholders can register to join the webcast using the following link:https://stream.brrmedia.co.uk/ broadcast/641838a137aa9c3b3147efb5

You will be prompted to enter your name and email address, together with your unique Shareholder Reference Number (this can be found on your proxy form) and PIN number (this is the last four digits of your Shareholder Reference Number) and you will then receive by email a unique webcast link together with instructions on how to login and access the webcast on the day. If you have questions about the webcast facility, please email the Company Secretary [e-mail].

You can put a question to the Board relating to the business to be conducted at the AGM either by [e-mail] in advance or by submitting a question at the start of the AGM through the webcast facility. Any questions you wish to submit in advance of the AGM must be received by 3.00pm on Tuesday 25 April 2023. The Board will either respond to you directly or answer the question during the AGM. In the usual way, the Company reserves the right at the AGM to consolidate questions of a similar nature.

Business of the meeting

The formal Notice of AGM is set out on the following pages of this document, detailing the resolutions that the shareholders are being asked to vote on along with explanatory notes of the business to be conducted at the AGM. Resolutions 1 to 15 will be proposed as ordinary resolutions, and 16 to 19 will be proposed as special resolutions.

Voting on the business of the meeting will be conducted by way of a poll. The results of voting on the Resolutions will be posted on the Company's website as soon as practicable after the AGM.

Action to be taken

We strongly encourage shareholders to vote by proxy on the resolutions set out in the Notice of AGM. It is important that you complete, sign and return a form of proxy ('Proxy Form') or vote electronically. You can vote electronically atwww.sharevote.co.ukusing the relevant reference numbers printed on your Proxy Form. Alternatively, if you have already registered with our registrars' (Equiniti Limited) on-line portfolio service, Shareview, you can submit your proxy by logging on to your portfolio atwww.shareview.co.ukusing your usual user ID and password. Once logged in simply click "View" on the "My Investments" page, click on the link to vote then follow the on screen instructions. CREST members may use the CREST electronic proxy appointment service to submit their proxy appointment in respect of the AGM as detailed in page 10 of this document.

Please note that all Proxy Forms and appointments must be received by 3.00pm on Monday, 24 April 2023.

If I am appointed as proxy I will, of course, vote in accordance with any instructions given to me. If I am given discretion as to how to vote, I will vote in favour of each of the resolutions to be proposed at the AGM.

Recommendation

The Board considers that the resolutions set out in the Notice of AGM are in the best interests of the Company and its shareholders as a whole. The Directors therefore recommend that shareholders vote in favour of each of the resolutions, as they intend to do in respect of their own shareholdings. Regarding the re-election of Directors, the Board is of the opinion, and I can confirm that, following a formal performance evaluation, each Director continues to make an effective and valuable contribution and demonstrates commitment to his or her role. The Board is satisfied that each Non-Executive Director remains independent in character and judgement and that there are no relationships or circumstances likely to affect his or her character or judgement. The Board unanimously recommends the re-election of each of the Directors standing for re-election.

Yours faithfully

Andrew Page

Executive Chairman

Notice of the Annual General Meeting

NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of Alfa Financial Software Holdings PLC (the 'Company') will be held at Moor Place, One Fore Street Avenue, London, EC2Y 9DT on Wednesday, 26 April 2023 at 3.00pm (UK time) to consider and, if thought appropriate, pass the following resolutions of which Resolutions 1 to 15 will be proposed as ordinary resolutions and Resolutions 16 to 19 will be proposed as special resolutions. Further detail in respect of each of the Resolutions proposed can be found in the explanatory notes to this notice of meeting (the "Notice").

Ordinary resolutions

Annual Report and Accounts

1. To receive financial statements, strategic report and the reports of the directors and auditors for the year ended 31 December 2022 (the "Annual Report and Accounts").

Directors' Remuneration Report

2. To approve the Directors' Remuneration Report, set out on pages 97 to 120 in the Annual Report and Accounts for the year ended 31 December 2022 (excluding the Directors' Remuneration Policy set out on pages 100 to 107).

Final Dividend

3. To declare a final dividend for the year ended 31 December 2022 of 1.2 pence per ordinary share payable on 26 June 2023 to shareholders on the register at the close of business on 25 May 2023.

Directors

4. To re-elect Steve Breach as a Director.

• 5. To re-elect Adrian Chamberlain as a Director.

• 6. To re-elect Charlotte de Metz as a Director.

• 7. To re-elect Andrew Denton as a Director.

• 8. To re-elect Duncan Magrath as a Director

• 9. To re-elect Andrew Page as a Director.

• 10. To re-elect Chris Sullivan as a Director.

• 11. To re-elect Matthew White as a Director.

Auditors

12. To re-appoint RSM UK Audit LLP as auditor of the Company to hold office until the conclusion of the next AGM at which accounts are laid before the Company.

13. To authorise the Audit and Risk Committee, acting for and on behalf of the Board, to determine the remuneration of the auditor.

Political donations

14. That the Company, and all companies that are its subsidiaries, at any time during the period during which this resolution is in force, be and are hereby authorised, in aggregate, to:

• (a) make political donations to political parties and/or independent election candidates not exceeding £50,000 in total;

• (b) make political donations to political organisations other than political parties not exceeding £50,000 in total; and

(c) incur political expenditure not exceeding £50,000 in total, from the date of the passing of this resolution until the conclusion of the next AGM, or at 6.00pm on 31 May 2024, whichever is sooner. All existing authorisations and approvals relating to political donations or expenditure under Part 14 of the Companies Act 2006 are hereby revoked without prejudice to any donation made or expenditure incurred prior to the date hereof pursuant to such authorisation or approval.

For the purposes of this resolution the terms "political donation", "political parties", "independent election candidates", "political organisation" and "political expenditure" have the meanings given by sections 363 to 365 of the Companies Act 2006.

Directors' authority to allot shares

15. To generally and unconditionally authorise the Directors pursuant to and in accordance with Section 551 of the Companies Act 2006 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:a.

up to an aggregate nominal amount of £98,766.16; andb. comprising equity securities (as defined in Section 560(1)

of the Companies Act 2006) up to a further aggregate nominal amount of £98,766.16 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 Companies Act 2006 (but without prejudice to any allotment of shares or grant of rights pursuant to which an offer or agreement made before the expiry of the authority pursuant to which such offer or agreement was made) and to expire (unless previously renewed, varied or revoked by the Company in a general meeting) at the end of the next AGM or at 6.00pm on 31 May 2024, whichever is the earlier, 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 and the Directors may allot shares and grant rights in pursuant of that offer or agreement as if this authority had not expired.

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

• (i) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

• (ii) 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 or any other matter.

Notice of the Annual General Meeting continued

Special Resolutions

Disapplication of pre-emption rights

16. That if Resolution 15 is passed, the Board be authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be limited:

• a. to allotments for rights issues and other pre-emptive issues; and

  Authority to purchase own ordinary shares

  18. To unconditionally and generally authorise the Company for the purpose of Section 701 of the Companies Act 2006 to make market purchases (as defined in Section 693(4) of the Companies Act 2006) of ordinary shares of £0.001 each in the capital of the Company provided that:

  a. the maximum number of ordinary shares which may be purchased is 29,629,847;

  • b. the minimum price which may be paid for each share is £0.001;

• b. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to an aggregate nominal amount of £14,814.92,

such authority to expire at the end of the next AGM of the Company or, if earlier, at 6.00pm on 31 May 2024 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Additional authority to disapply pre-emption rights

17. That if Resolution 15 is passed, the Board be authorised in addition to any authority granted under Resolution 16 to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by Resolution 15 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such authority to be:

a.

limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £14,814.92; andb. 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 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,such authority to expire at the end of the next AGM of the Company or, if earlier, at 6:00pm on 31 May 2024 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

• c. the maximum price which may be paid for a ordinary share is an amount equal to the higher of (i) 105 per cent. of the average of the closing price of the Company's ordinary shares as derived from the London Stock Exchange Daily Official

  List for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System; and

• d. this authority shall expire at the conclusion of the Company's next AGM or, if earlier, at 6.00pm on 31 May 2024 (except in relation to the purchase of ordinary shares the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry) unless such authority is renewed prior to such time in each case exclusive of expenses and the Company may purchase ordinary shares pursuant to any such contract as if the authority had not expired.

Notice of general meetings

19. To authorise the Directors to call a general meeting other than an annual general meeting on not less than 14 clear days' notice.

By order of the Board

Charlotte Caulfield

Company Secretary, 31 March 2023

Alfa Financial Software Holdings PLC Registered in England & Wales No. 10713517 Registered Office:

Moor Place

One Fore Street Avenue London

EC2Y 9DT

Explanatory Notes to the Notice of Annual General Meeting

The notes on the following pages give an explanation of the proposed Resolutions. Resolutions 1 to 15 are proposed as ordinary resolutions. For each of these Resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 16 to 19 are proposed as special resolutions. For each of these Resolutions to be passed, at least three-quarters of the votes cast must be in favour of the Resolution.

Resolution 1: Annual Report and Accounts

The first resolution, the Directors present to the shareholders financial statements, strategic report and the reports of the directors and auditors of the Company for the year ended 31 December 2022.

Resolution 2: Directors' Remuneration Report

This resolution seeks shareholder approval of the Directors' Remuneration Report, excluding the Directors' Remuneration Policy, for the year ended 31 December 2022 as set out on pages 97 to 120 of the Annual Report and Accounts. This resolution is subject to an 'advisory vote' by shareholders and the Directors' entitlement to remuneration is not conditional on it.

Resolution 3: Final Dividend

This resolution seeks shareholder approval to pay a final dividend of 1.2 pence per ordinary share for the year ended 31 December 2022. The dividend, if approved, will be payable on 26 June 2023 to shareholders on the register at the close of business on 25 May 2023.

Resolutions 4 to 11: Re-Election of Directors

Following changes made to the UK Listing Rules in May 2014, companies with a shareholder or shareholders who could, when acting in concert, exercise 30% or more of the voting rights of a company at a general meeting, are required to enter into a binding agreement with that shareholder or shareholders. CHP Software & Consulting Limited (which is controlled by Andrew Page and Andrew Denton) is a controlling shareholder of the Company (i.e. it is a shareholder that controls more than 30% of the votes at a General Meeting of the Company).

Therefore, under rule 13.8.17 of the UK Listing Rules this Notice is required to state certain information concerning any independent Director proposed for election or re-election, and under rule 9.2.2E of the UK Listing Rules such election or re-election must be approved by a majority vote of both: the independent shareholders (i.e. shareholders of the Company who are entitled to vote on the election of Directors and who are not controlling shareholders); and the shareholders as a whole.

In order to determine this, the Company will arrange for the number of votes cast by the independent shareholders to be counted separately, and will announce the results of the voting on both bases. If a majority vote is not achieved on both bases, the Company may under the Listing Rules put the matter to a second vote, this time a single vote of the shareholders as a whole at the meeting, to be held between 90 and 120 days after the AGM.

Pending the second vote, the relevant Director or Directors will be deemed to have been elected only for the period from the date of the AGM until the earlier of (a) the conclusion of any second vote, (b) 6.00pm on the date 120 days after the AGM and (c) the date of any announcement by the Board that it does not intend to hold a second vote. If the independent Director's re-election is approved by a majority vote of all shareholders at the second general meeting, the Director will then be re-elected until the next AGM.

The Listing Rule requirements for companies with a controlling shareholder also require (in rule 13.8.17 of the UK Listing Rules) additional disclosures about the independent directors' relationships, independence, effectiveness and appointments. This information is set out below.

• • Relationships and Transactions: The Company has received confirmation from each of the independent Directors that there are no existing or previous relationships, transactions or arrangements between any of the independent Directors and the Company, its Directors, the controlling shareholder or any associate of that shareholder.

• • Effectiveness of independent Directors: the background and experience of each of the independent Directors are set out in the biographical information on pages 76 and 77 of the 2022 Annual Report and Accounts and on pages 5 to 7 of this document. The Board believes that each independent Director shows the proper commitment to his or her role and makes an effective contribution, drawing on his or her own expertise and experience.

• • Independence of independent Directors: The Board has carefully considered the guidance criteria on the independence of Directors given in the UK Corporate Governance Code (the "Code"), and believes that each of the independent Directors seeking re-election remains independent in character and judgement, and that there are no relationships or circumstances that are likely to affect, or appear to affect, his or her judgement.

• • Selection of independent Directors: as disclosed in the Nominations Committee Report on page 89 of the 2022 Annual Report and Accounts.

The Company has decided that all Directors should retire and stand for re-election by shareholders annually. Accordingly, resolutions 4 to 11 detail those Directors retiring and standing for re-election and biographies for each Director standing for re-election are set out below.

Resolution 4: Steve Breach, Non-Executive Director

Key strengths

• • Strong financial expertise

• • Extensive experience in corporate finance

Career and experience

Steve is a member of the Institute of Chartered Accountants in England and Wales, having qualified with EY in 1993 where he focused on providing corporate finance advice to technology businesses in the UK and internationally. Steve has 17 years' experience as Chief Financial Officer of a number of businesses. Between 2010 and 2016, Steve was CFO of Tribal Group PLC, a leading international provider of student management software to the education market. Steve has subsequently pursued a portfolio career, acting as adviser to a number of privately owned companies.