Alfa Financial Software : Notice of 2020 Annual General Meeting

Notice of the 2020 Annual General Meeting

of Alfa Financial Software Holdings PLC

to be held on Thursday, 11 June 2020 at 1.00pm (UK time) at Cobham Services, Downside, Cobham, Surrey, KT11 3DB

This document is important and requires your immediate attention

If you are in any doubt as to the action you should take, please take advice immediately from an independent financial 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

13 May 2020

Dear Shareholder,

At the date of this letter, there remains much uncertainty relating to the COVID-19 situation and UK Government and public health guidance.

Our number one priority at present is to protect the health of our shareholders, directors and colleagues. Despite potential lifting of some of the restrictions that have been imposed on non-essential travel and public gatherings, we are of the view that due concern for the health and the safety of all concerned dictates that it will not be possible for shareholders to attend this year's Annual General Meeting ("AGM") in person. For that reason, the Company will make arrangements such that the legal requirements to hold the meeting can be satisfied through the attendance of a minimum number of people and the format of the meeting will be purely functional. All of the notes to this Notice of AGM and, in particular, any reference to attendance at the AGM, whether by a Shareholder, its proxy or its corporate representative, shall be construed accordingly.

This situation is constantly evolving, and the UK Government may change current restrictions or implement further measures relating to the holding of general meetings during the affected period. Any changes to the AGM (including any change to the location of the AGM) will be communicated to shareholders before the meeting through our website at https://investors.alfasystems.com/eu/ and where appropriate, by RIS announcement.

We strongly encourage shareholders to appoint a proxy or register a voting instruction and to submit any questions in advance of the meeting. Shareholders can submit questions for the Board in advance of the AGM to [e-mail]. The Board will endeavour, where appropriate, to answer such questions by publishing responses on https://investors.alfasystems.com/eu/ as soon as practical after the AGM.

Resolutions and explanatory notes

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 14 will be proposed as ordinary resolutions, and 15 to 19 will be proposed as special resolutions.

The Board has monitored the rapidly changing and unusual situation, which has brought to light the logistical challenges for holding a quorate AGM in certain circumstances. As such, we are proposing to adopt an amended set of articles of association to facilitate the holding of an electronic meeting. Resolution 18 proposes to adopt a new set of articles of association in order to bring them up to date. The new articles of association will take effect from the conclusion of the AGM.

Voting

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

As shareholders cannot attend in person, it is important that you complete, sign and return a form of proxy ('Proxy Form') or vote electronically. You can vote electronically at www.sharevote.co.uk using 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 at www.shareview.co.uk using 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 the Notes to the Notice of the AGM.

Shareholders should be aware that, in relation to printed forms of proxy, Royal Mail has indicated that it is likely that some areas of the country will experience a reduction in service levels due to absences at their local mail centre or delivery office due to the COVID-19 pandemic.

Please note that all Proxy Forms and appointments must be received by 1.00pm on Tuesday, 9 June 2020.

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.

Yours faithfully

Andrew Page

Executive Chairman

2 Alfa Financial Software Holdings PLC

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 Cobham Services, Downside, Cobham, Surrey, KT11 3DB, United Kingdom on Thursday, 11 June 2020 at 1.00pm (UK time) to consider and, if thought appropriate, pass the following resolutions of which Resolutions 1 to 14, will be proposed as ordinary resolutions and Resolutions 15 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

Reports and Accounts

1. To receive the Company's financial statements, strategic report and reports of the Directors and Auditors for the year ended 31 December 2019.

Directors' Remuneration

2. To approve the Directors' Remuneration Report for the year ended 31 December 2019, excluding the Directors' Remuneration Policy set out on pages 94 to 104 of the Annual Report and Accounts.

Directors

1. To elect Steve Breach as a Director.
2. To elect Adrian Chamberlain as a Director.
3. To elect Charlotte de Metz as a Director.
4. To elect Duncan Magrath as a Director
5. To elect Chris Sullivan as a Director.
6. To elect Matthew White as a Director.
7. To re-elect Andrew Denton as a Director.
8. To re-elect Andrew Page as a Director.

Auditors

1. To re-appoint Deloitte LLP as auditors of the Company to hold office from the conclusion of this AGM until the conclusion of the next AGM at which accounts are laid before the Company.
2. To authorise the Audit and Risk Committee of the Company, acting for and on behalf of the Board, to determine the remuneration of the auditor.

Political donations

13. 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:

1. make political donations to political parties and/or independent election candidates not exceeding £50,000 in total;
2. make political donations to political organisations other than political parties not exceeding £50,000 in total; and
3. 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 30 June 2021, 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

14. 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:

1. up to an aggregate nominal amount of £100,000; and
2. comprising equity securities (as defined in Section
   560(1) of the Companies Act 2006) up to a further aggregate nominal amount of £100,000 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 30 June 2021, 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:

1. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
2. 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.

Alfa Financial Software Holdings PLC

3

Notice of the Annual General Meeting continued

Special Resolutions

Disapplication of pre-emption rights

15. That if Resolution 14 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:

1. to allotments for rights issues and other pre-emptive issues; and
2. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to an aggregate nominal amount of £15,000:

such authority to expire at the end of the next AGM of the Company or, if earlier, at 6.00pm on 30 June 2021 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.

16.That if Resolution 14 is passed, the Board be authorised in addition to any authority granted under Resolution 15 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:

1. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £15,000; and
2. 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 30 June 2021 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.

Authority to purchase own ordinary shares

17. 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:

1. the maximum number of ordinary shares which may be purchased is 30,000,000;
2. the minimum price which may be paid for each share is £0.001;
3. 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;
4. this authority shall expire at the conclusion of the Company's next AGM or, if earlier, at 6.00pm on
   30 June 2021 (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.

Amendments to the Company's articles of association

18. That, with effect from the close of the AGM of the Company, the articles of association produced to the meeting and initialled for the purpose of identification by the Chairman of the meeting be adopted as the articles of association of the Company in substitution for, and to the exclusion of, the Company's existing articles of association.

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

13 May 2020

Alfa Financial Software Holdings PLC

Registered in England and Wales No. 10713517

Registered Office:

Moor Place

One Fore Street Avenue

London

EC2Y 9DT

4 Alfa Financial Software Holdings PLC

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 14 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 15 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: Report and Accounts

The first item of business is the receipt by the shareholders of Company's financial statements, strategic report and the reports of the Directors and Auditors for the year ended 31 December 2019. The Directors' report, the financial statements and the report of the Company's auditors on the financial statements and on those parts of the Directors' Remuneration Report that are capable of being audited are contained within the Annual Report.

Resolution 2: Annual Remuneration Report

This resolution seeks shareholder approval of the Directors' Remuneration Report, excluding the Directors' Remuneration Policy, for the year ended 31 December 2019 as set out on pages 94 to 104 of the Annual Report.

This resolution is subject to an 'advisory vote' by shareholders: in the event that the resolution is not passed, the Directors' Remuneration Policy would normally need to be reconsidered by shareholders at the next AGM.

Resolutions 3 to 10: Election and Re-Election of Directors Steve Breach, Adrian Chamberlain, Charlotte de Metz, Duncan Magrath, Chris Sullivan and Matthew White have been appointed to the Board since the last AGM and consequently offer themselves for election by shareholders. In accordance with the UK Corporate Governance Code (the "Code"), all other Directors are standing for re-election.Separate resolutions are proposed for each of these. It is the Board's intention that all Directors will be required to submit themselves for annual re-electionby shareholders at each AGM in future years.

Following an internally conducted Board performance evaluation exercise conducted during the year, the Board's view is that each of the Directors is fully competent to carry out their responsibilities as a member of the Board of Directors and that each Director's performance continues to be effective.

Biographical details of the Directors are provided on pages 8 and 9 of this document.

Election and Re-Election of independent Directors The Directors whom the Board has determined are independent for the purpose of the UK Corporate Governance Code, and who are seeking election at the AGM, are Steve Breach, Adrian Chamberlain, Charlotte de Metz and Chris Sullivan.

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 2019 Annual Report and on pages 8 and 9 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 Code, and believes that each of the independent Directors seeking re-electionremains 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 83 of the 2019 Annual Report.

Resolution 11: Re-appointment of Auditors

The auditors of a company must be appointed or reappointed at each general meeting at which the accounts are laid. Resolution 11 proposes, on the recommendation of the Audit and Risk Committee, the appointment of Deloitte LLP as the Company's auditors, until the conclusion of the next general meeting of the Company at which accounts are laid.

Alfa Financial Software Holdings PLC

5

Explanatory Notes to the Notice of Annual General Meeting continued

Resolution 12: Remuneration of Auditors

This Resolution seeks shareholder consent for the Audit and Risk Committee of the Company to set the remuneration of the Auditors.

Resolution 13: Political donations

Part 14 of the Companies Act 2006 requires companies to obtain shareholders' authority for donations to registered political parties and other political organisations in the EU totalling more than £5,000 in any twelve month period, and for any political expenditure in the EU, subject to limited exceptions. The definition of donation in this context is very wide and extends to bodies such as those concerned with policy review, law reform and the representation of the business community. There are further restrictions on companies incurring political expenditure (as defined in the Companies Act 2006) without first obtaining shareholders' consent. The Company has not made any and does not envisage making any political donations; however, this resolution is proposed for approval as a precaution in order to avoid inadvertent breach of the legislation as a result of the wide meanings given to the terms "political donations" and "political expenditure". This resolution, if passed, will authorise the Directors until the AGM in 2021 to make donations and incur expenditure which might otherwise be caught by the terms of the Act, up to an aggregate amount of £50,000 for the Company and for subsidiary companies.

Resolution 14: Directors' authority to allot

Under the Companies Act 2006, the directors of a company may only allot new shares (or grant rights over shares) if authorised to do so by the shareholders in a general meeting. The authority which is sought in respect of this is dealt with in Resolution 14. The authority in paragraph (a) of the resolution will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares up to approximately one third (33.3%) of the total issued ordinary share capital of the Company (exclusive of treasury shares) which as at 12 May 2020, being the latest practicable date prior to publication of this Notice, is equivalent to an aggregate nominal value of £100,000.

The authority in paragraph (b) will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares only in connection with a rights issue up to a further nominal value of £100,000, which is equivalent to approximately one third (33.3%) of the total issued ordinary share capital of the Company (exclusive of treasury shares) as at 12 May 2020, being the latest practicable date prior to the publication of this Notice. The Company currently holds no shares in treasury.

In total, the resolution will allow the Directors to allot a maximum aggregate of two-thirds of the issued share capital of the Company and is considered routine by The Investment Association.

The Directors have no present intention to allot shares or grant rights to subscribe for or convert any security into shares pursuant to this authority. However, the Directors consider it desirable to have the flexibility to respond to market developments and to enable allotments to take place in appropriate circumstances.

If the Resolution is passed the authority will expire on the earlier of 6.00pm on 30 June 2021 or the end of the Annual General Meeting in 2021.

Resolutions 15 and 16: Disapplication of pre-emption rights

If the Directors wish to allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme), company law requires that these shares are offered first to shareholders in proportion to their existing holdings. There may be circumstances, however, when it is in the interests of the Company to be able to allot new equity securities for cash other than on a pre-emptive basis.

Resolution 15 deals with the authority of the directors to allot new shares or other equity securities pursuant to the authority given by Resolution 14, or sell treasury shares, for cash without the shares or other equity securities first being offered to shareholders in proportion to their existing holdings. Such authority shall only be used in connection with a pre-emptive offer, or otherwise, up to an aggregate nominal amount of £15,000, being approximately 5% of the total issued ordinary share capital of the Company as at 12 May 2020, being the latest practicable date prior to the publication of this Notice. As at 12 May 2020 the Company holds no treasury shares.

The Pre-emption Group Statement of Principles supports the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities (and sales of treasury shares for cash) representing no more than an additional 5% of issued ordinary share capital (exclusive of treasury shares), to be used only in connection with an acquisition or specified capital investment. The Pre-emption Group's Statement of Principles defines 'specified capital investment' as meaning one or more specific capital investment related uses for the proceeds of an issuance of equity securities, in respect of which sufficient information regarding the effect of the transaction on the company, the assets the subject of the transaction and (where appropriate) the profits attributable to them is made available to shareholders to enable them to reach an assessment of the potential return.

Accordingly, and in line with the template resolutions published by the Pre-emption Group, Resolution 16 seeks to authorise the directors to allot new shares and other equity securities pursuant to the authority given by Resolution 14, or sell treasury shares, for cash up to a further nominal amount of £15,000, being approximately 5% of the total issued ordinary share capital of the Company as at 12 May 2020, being the latest practicable date prior to the publication of this Notice, only in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment, or which has taken place in the preceding six-month period and is disclosed in the announcement of the issue. If the authority given in Resolution 16 is used, the Company will publish details of the placing in its next annual report.

If these resolutions are passed, the authorities will expire at the end of the next AGM or at 6.00pm on 30 June 2021, whichever is the earlier.

6 Alfa Financial Software Holdings PLC

The Board considers the authorities in resolutions 15 and 16 to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a rights issue or other pre-emptive offer without the need to comply with the strict requirements of the statutory pre-emption provisions.

The Board intends to adhere to the provisions in the Preemption Group's Statement of Principles not to allot shares for cash on a non-pre-emptive basis (other than pursuant to a rights issue or pre-emptive offer) in excess of an amount equal to 7.5% of the total issued ordinary share capital of the company within a rolling three-year period other than (i) after prior consultation with shareholders or (ii) in connection with an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.

Resolution 17: Purchase of own shares

The effect of Resolution 17 is to renew the authority granted to the Company to purchase its own ordinary shares, up to a maximum of 30,000,000 ordinary shares, until the Annual General Meeting in 2021 or 30 June 2021, whichever is the earlier. This represents 10% of the ordinary shares in issue (excluding shares held in treasury) as at 12 May 2020, being the latest practicable date prior to the publication of this Notice. The Company's exercise of this authority is subject to the stated upper and lower limits on the price payable, the upper limit being the price stipulated in Commission Delegated Regulation (EU) 2016/1052 as referred to in Article 5(6)

of the EU Market Abuse Regulation, and the Listing Rules.

Pursuant to the Companies Act 2006, the Company can hold any shares which are repurchased as treasury shares and either re-sell them for cash, cancel them, either immediately or

at a point in the future, or use them for the purposes of its employee share schemes. Holding the repurchased shares as treasury shares will give the Company the ability to re-sell or transfer them in the future and will provide the company with additional flexibility in the management of its capital base. No dividends will be paid on, and no voting rights will be exercised in respect of, treasury shares. Shares held as treasury shares will not automatically be cancelled and will not be taken into account in future calculations of earnings per share (unless they are subsequently re-sold or transferred out of treasury).

The Directors consider it desirable and in the Company's interests for shareholders to grant this authority. The Directors have no present intention to exercise this authority, and will only do so if and when conditions are favourable with a view to enhancing net asset value per share.

The Company will not, save in accordance with a predetermined, irrevocable and non-discretionary programme, repurchase shares in the period immediately preceding the preliminary announcement of its annual or interim results as dictated by the Listing Rules or Market Abuse Regulation or, if shorter, between the end of the financial period concerned and the time of a relevant announcement or, except in accordance with the Listing Rules and the Market Abuse Regulation, at any other time when the directors would be prohibited from dealing in shares.

As at 12 May 2020, being the latest practicable date prior to publication of this Notice, there were no outstanding warrants or options to subscribe for ordinary shares in the Company and the Company did not hold any treasury shares.

Resolution 18: Amendments to the Company's articles of association

The Company regularly reviews the suitability of its articles of association following developments in applicable law and regulation, and UK market practice. The purpose of Resolution 18 is to adopt new articles of association (the "New Articles") to allow for general meetings to be held electronically as well as physically in accordance with the Companies (Shareholders' Rights Regulations) 2009 and the Companies Act 2006. If this Resolution is passed, the changes introduced in the New Articles will allow for meetings to be held and conducted in such a way that persons who are not present together at the same place may attend at, speak and vote at the meeting by electronic means. Nothing in the New Articles will preclude physical general meetings being held. Certain consequential changes to facilitate this amendment have been made throughout the New Articles.

A copy of the Company's existing articles of association, and a copy marked to show the differences between those and the new articles as proposed to be adopted pursuant to Resolution 18, are available for inspection from the date of this circular and up to the time of the AGM by request from the Company Secretary and subject to any Government public health restrictions at the registered office of the Company during usual business hours.

Resolution 19: Notice of general meetings

Under the Companies Act 2006, as amended, the notice period required for all general meetings of the Company is

21 days, though shareholders can approve a shorter notice period for general meetings that are not annual general meetings, which cannot however be less than 14 clear days. Annual general meetings will continue to be held on at least

21 clear days' notice. The shorter notice period would not be used as a matter of routine, but only where the flexibility is merited by the business of the general meeting to be held, and is thought to be to the advantage of shareholders as a whole. Shareholder approval will be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed.

Alfa Financial Software Holdings PLC

7

Board of Directors

Andrew Page

Executive Chairman

Appointment to the Board 2017

(Executive Chairman of Alfa since 2016)

Committees

• Nomination Committee

Meeting attendance 7/7

Other appointments N/A

Past roles N/A

Relevant experience

Considerable senior management experience and deep understanding of the asset finance industry.

Andrew Denton

Chief Executive Officer

Appointment to the Board

2017

Committees

N/A

Meeting attendance 7/7

Other appointments

• Chief Executive Officer of Alfa since 2014

Past roles

N/A

Relevant experience

Significant experience in the asset finance industry.

Duncan Magrath

Chief Financial Officer

Appointment to the Board

2020

Committees

N/A

Meeting attendance

N/A

Other appointments

N/A

Past roles

CFO Rubix (formerly IPH-Brammer)

CFO Balfour Beatty

Relevant experience

Extensive experience in senior financial positions both in the UK and internationally. Including a deep understanding of investor relations and financial strategy.

Matthew White

Chief Operating Officer

Appointment to the Board

2019

Committees

N/A

Meeting attendance 2/2

Other appointments N/A

Past roles

Various roles in Alfa since 1999

Relevant experience

Considerable senior management experience in software development and all aspects of systems implementation and delivery.

*Meeting attendance represents meetings of Board or committees where the Director is a member.

8 Alfa Financial Software Holdings PLC

Steve Breach

Independent

Non-Executive Director

Appointment to the Board

2019

Committees

• Chair of Audit & Risk Committee
• Nomination Committee
• Remuneration Committee

Meeting attendance 3/3

Other appointments

• Adviser to a number of private companies

Past roles

CFO Tribal Group PLC

Various CFO roles

Corporate finance adviser at EY

Relevant experience

Extensive experience in corporate finance advice to technology businesses as well as holding numerous CFO roles.

Member of the Institute of Chartered Accountants.

Adrian Chamberlain

Independent

Non-Executive Director

Appointment to the Board

2020

Committees

• Chair of the Remuneration Committee
• Audit and Risk Committee
• Nomination Committee

Meeting attendance

N/A

Other appointments

• Non-ExecutiveDirector and chair of the Remuneration Committee, Volex plc
• Non-ExecutiveDirector and chair of the Performance Committee, Cambridge University Health trust

Past roles

CEO of Messagelabs

CEO Achilles Limited

Relevant experience

Extensive experience internationally in both the private and public sectors, particularly in strategy formulation and execution, technology, and software-as-a-service.

Charlotte de Metz

Independent

Non-Executive Director

Appointment to the Board

2020

Committees

• Audit and Risk Committee
• Nomination Committee
• Remuneration Committee

Meeting attendance

N/A

Other appointments

• Chief People Officer Synamedia Limited

Past roles

Executive Vice President Global Human Resources at Finastra Global Head of Human Resources at Ventyx

Relevant experience

Strong track record in delivering innovative employee development, engagement, and retention practices. Extensive experience in managing high-impact, enterprise- wide transformations in challenging, fast-paced environments.

Chris Sullivan

Senior Independent

Non-Executive Director

Appointment to the Board

2019

Committees

• Chair of Nomination Committee
• Remuneration Committee
• Audit & Risk Committee

Meeting attendance 3/3

Other appointments

• Chairman Westminster Abbey Investment Committee
• Non-ExecutiveDirector The Goodwood Estate Company
• Senior Independent Director DWF Group PLC

Past roles

Chief Executive Corporate & Investment Banking, Santander

UK

Deputy Group Chief Executive, RBS Group PLC

Relevant experience

Extensive experience of corporate, investment and retail banking and asset financing together with general management and listed company experience.

Alfa Financial Software Holdings PLC

9

Additional Notes

COVID-19

1. The Company is closely monitoring developments relating to the current outbreak of COVID-19, including the related public health guidance and legislation issued by the UK Government.
2. At the time of publication of this Notice, the UK Government has prohibited public gatherings of more than two people and non-essential travel, save in certain limited circumstances. In light of these measures, the AGM this year will be run as a closed meeting and shareholders will not be able to attend in person.
3. The Company will make arrangements such that the legal requirements to hold the meeting can be satisfied through the attendance of a minimum number of people and the format of the meeting will be purely functional.
4. As shareholders cannot attend the AGM in person, shareholders are strongly encouraged to submit a proxy vote in advance of the meeting. You can vote electronically at www.sharevote.co.uk using 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 at www.shareview.co.uk using 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 the Notes to the Notice of the AGM.
5. Details on how to submit your proxy vote by post, online or through CREST are set out below.
6. Given the current restrictions on attendance, shareholders are encouraged to appoint the chair of the meeting as their proxy rather than a named person who will not be permitted to attend the meeting. The Board will endeavour, where appropriate, to answer such questions by publishing responses on https://investors.alfasystems.com/eu/
   as soon as practical after the AGM.
7. This situation is constantly evolving, and the UK Government may change current restrictions or implement further measures relating to the holding of general meetings during the affected period. Any changes to the AGM (including any change to the location of the AGM) will be communicated to shareholders before the meeting through our website at investors.alfasystems.com/eu/ and, where appropriate, by RIS announcement.

Entitlement to vote

1. Only those shareholders registered in the Company's register of members as at 6pm on Tuesday 9 June 2020, or, if this meeting is adjourned, at 6pm on the day which is two business days' prior to the adjourned meeting, shall be entitled to 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.

Website giving information regarding the meeting

2. A copy of this Notice and other information regarding the meeting, including the information required by section 311A of the Companies Act 2006, can be found at https:// investors.alfasystems.com. Shareholders may not use any electronic address provided in either this Notice or any related documents (including the Proxy Form) to communicate with the Company for any purposes other than those expressly stated.

Appointment of proxies

1. A shareholder is entitled to appoint another person as their proxy to exercise all or any of their rights to attend and to speak and vote at the AGM, subject to any restrictions the Company has in place in light of the COVID-19 pandemic. A proxy need not be a shareholder of the Company.
   A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder.
2. A Proxy Form is enclosed with this Notice. In the case of joint holders, any one holder may vote, the vote of the senior will be accepted, seniority being determined in the order in which the names appear on the register. A space has been included in the Proxy Form to allow members to specify the number of shares in respect of which that proxy is appointed. Shareholders who return the Proxy Form duly executed but leave this space blank will be deemed to have appointed the proxy in respect of all of their shares. Shareholders who wish to appoint more than one proxy in respect of their shareholding should contact the Company's Registrars:
   Equiniti Limited
   FREEPOST RTHJ-CLLL-KBKU Aspect House
   Spencer Road Lancing West Sussex BN99 8LU

UK: 0371 384 2030

Outside the UK: [phone]

Lines open 8:30 a.m. to 5:30 p.m., Monday to Friday (excluding public holidays in England and Wales).

For additional Proxy Forms you may photocopy the Proxy Forms provided with this document indicating on each copy the name of the proxy you wish to appoint and the number of Ordinary Shares in the Company in respect of which the proxy is appointed. All Proxy Forms should be returned together in the same envelope.

10 Alfa Financial Software Holdings PLC

5. To appoint a proxy: either

1. the Proxy Forms, and any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority), must be deposited with the Company's Registrars:

Equiniti Limited

FREEPOST RTHJ-CLLL-KBKU

Aspect House

Spencer Road

Lancing

West Sussex

BN99 8LU; or

1. the proxy appointment must be lodged using the CREST Proxy Voting Service in accordance with note 12 below; or
2. online proxies must be lodged in accordance with note 9 below in each case so as to be received no later than 48 hours (excluding non- working days) before the time of the holding of the AGM or any adjournment thereof.

Please note that all proxy forms and appointments, whether postal or electronic, must be received by 1.00pm (UK time) on Tuesday, 9 June 2020.

Corporate representatives

6. A corporation which is a shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a shareholder provided that no more than one corporate representative exercises powers over the same share.

Nominated persons

7. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the Companies Act 2006 ('nominated persons'). Nominated persons may have a right under an agreement with the member who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

Online voting

8. The website address for online voting is www.sharevote. co.uk. Shareholders will need to enter the Voting ID, Task ID and Shareholder Reference Number as printed on the Proxy Form, and to agree to certain terms and conditions. Alternatively, if you have already registered with our registrar's (Equiniti Limited) on-line portfolio service, Shareview, you can submit your proxy by logging on to your portfolio at www.shareview.co.uk using 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.

Total voting rights

9. Holders of Ordinary Shares are entitled to attend and vote at general meetings of the Company. Each Ordinary Share confers one vote on a poll. The total number of issued Ordinary Shares in the Company on 12 May 2020, which is the latest practicable date before the publication of this document, is 300,000,000. Therefore, the total number of votes exercisable as at 12 May 2020 is 300,000,000.

As at 12 May 2020, there have been no further changes in the major shareholdings notified to the Company since

23 April 2020 (being the date on which the Directors' Report for the period ended 31 December 2019 was approved). Similarly, there have been no further changes in the interests of Directors in the Company's issued share capital since 23 April 2020.

CREST proxy instructions

1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting (and any adjournment of the meeting) by following the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members (and those CREST members who have appointed a voting service provider) should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.
2. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in note 6 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

Alfa Financial Software Holdings PLC

11

Additional notes continued

1. CREST members (and, where applicable, their CREST sponsors or voting service providers) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that their CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members (and, where applicable, their CREST sponsors or voting service providers) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
2. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)
   (a) of the Uncertificated Securities Regulations 2001.

Automatic poll voting

14. Each of the resolutions to be put to the meeting will be voted on by poll and not by show of hands. A poll reflects the number of voting rights exercisable by each member and so the Board considers it a more democratic method of voting. It is also in line with recommendations made by the Shareholder Voting Working Group and Paul Myners in 2004. Further, the Company considers that a poll is the only way that Shareholders (save for those in attendance at the AGM for the purposes of achieving quorum) will be able to have their vote counted in light of the current UK Government's mandatory social distancing measures in place due to the COVID-19 pandemic. Members and proxies will be asked to complete a poll card to indicate how they wish to cast their votes. These cards will be collected at the end of the meeting. The results of the poll will be published on the Company's website and notified to the UK Listing Authority once the votes have been counted and verified.

Publication of audit concerns

15. Under section 527 of the Companies Act 2006 members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to:

1. the audit of the Company's accounts (including the Auditors' Report and the conduct of the audit) that are to be laid before the Annual General Meeting; or

1. any circumstance connected with an auditor of the
   Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.

Questions

16. Any shareholder has the right to ask questions. We strongly encourage shareholders to submit any questions in advance of the meeting to [e-mail]. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if

1. to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, or
2. the answer has already been given on a website in the form of an answer to a question, or
3. it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

Guests will not be permitted to ask questions.

Documents on display

17. Copies of the Executive Directors' employment service contracts, and Letters of Appointment between the Company and its Non-Executive Directors are available by request from the Company Secretary and subject to any Government public health restrictions at the registered office of the Company during usual business hours.