Beeks Trading : Notice of AGM 2021

BEEKS FINANCIAL CLOUD GROUP PLC (Registered in Scotland with No. SC521839)

NOTICE OF 2021 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2021 annual general meeting of Beeks Financial Cloud Group plc (the "Company") will be held at Lumina Building, 40 Ainslie Road, Hillington Park, Glasgow, Scotland, G52 4RU on 15 December 2021 at 1.30 p.m.

The board of Directors of the Company (the "Board") recognises that the annual general meeting ("AGM") typically represents an opportunity to engage with members, and provides a forum that enables members to ask questions of, and speak with, the Board. The Government's lifting of the restrictions on large gatherings means we are delighted to be able to invite shareholders to attend the AGM in person this year.

Of course, the health of our colleagues, shareholders and others involved in the AGM remains of paramount importance to us. Due to the ongoing COVID-19 pandemic the AGM venue currently has a number of COVID secure measures in place. If shareholders plan to attend the AGM in person, they are asked to email the Company at investor@ beeksgroup.com by 10.00 a.m. on 13 December 2021 to confirm that intention, giving details of their name and shareholder reference number. The Company is asking shareholders to do this so that it can seek to put in place any appropriate measures to comply with the then current Government restrictions and guidelines (to the extent there are any) regarding public gatherings and social distancing. At the time

of writing, should you wish to attend the AGM in person, on arrival at the venue you will be requested to complete the NHS Scotland Test & Protect check-in and will also be required to observe social distancing measures and wear a face covering (unless exempt).

We will continue to closely monitor developments relating to COVID-19, including any further legislation or guidance that may be introduced and will

keep you updated should the plans for our AGM change. Any changes to the arrangements for the AGM (including any change to its location) will be communicated to members before the meeting through our website (www.beeksgroup.com) and by RNS announcement.

In light of the COVID-19 pandemic and the fact that restrictions and guidelines as to public gatherings and social distancing can be altered at short notice, we strongly encourage voting on all resolutions by completing a proxy appointment form appointing the 'Chair of the Meeting' as your proxy. The results of the proxy votes on the proposed resolutions

will be announced in the normal way as soon as practicable after the conclusion of the AGM.

To consider and, if thought fit, passing the following resolutions, of which resolutions 1 to 6 (inclusive) will be proposed as ordinary resolutions and resolutions 7 to 9 (inclusive) will be proposed as special resolutions:-

BEEKS FINANCIAL CLOUD GROUP PLC (Registered in Scotland with No. SC521839)

NOTICE OF 2021 ANNUAL GENERAL MEETING

1. To receive and adopt the financial statements of the Company and the directors' and auditors' reports thereon for the year ended 30 June 2021.
2. To approve the report of the board to the members on directors' remuneration for the year ended 30 June 2021.
3. To appoint Kevin Covington as director of the Company.
4. To reappoint William Meldrum (who retires by rotation and, being eligible, offers himself for re-election) as a director of the Company.
5. To reappoint Grant Thornton UK LLP, Chartered Accountants, as auditors of the Company from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before shareholders and to authorise the directors to fix the auditors' remuneration.
6. THAT the directors of the Company are generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to exercise all powers to allot shares in the Company and
   to grant rights to subscribe for or to convert any security into shares in the Company:

1. comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to an aggregate nominal amount of £46,929.88 (including within such limit any shares issued or rights granted under paragraph (c) below) in connection with an offer by way of rights issue:

1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
2. to the holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary, and subject

to such exclusions or other arrangements as the directors consider expedient in relation to fractional entitlements, legal, regulatory or practical problems under the laws of, or the requirements of any regulatory body or stock exchange in, any territory, or any other matter;

1. comprising equity securities up to an aggregate nominal amount of £7,039.48 in connection with the grant or exercise of options under any share option scheme of the Company; and
2. in any other case up to an aggregate nominal amount of £23,464.94 (such amount to be reduced by the nominal amount of any equity securities allotted pursuant to the authority in paragraph (a) above in excess of £23,464.94),

provided that such authority, unless renewed, varied or revoked by the Company, shall expire on 31 December 2022 or, if earlier, the date of the next annual general meeting of the Company after the passing of this resolution 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 an offer or agreement as if the authority conferred hereby had not expired.

This resolution revokes and replaces all unexercised authorities previously granted to the directors to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company but is without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.

7 THAT, subject to the passing of resolution 6, the directors of the Company are authorised pursuant to section 570 of the Companies Act

2006 to allot equity securities (as defined in section

560(1) of the Companies Act 2006) for cash under

BEEKS FINANCIAL CLOUD GROUP PLC (Registered in Scotland with No. SC521839)

NOTICE OF 2021 ANNUAL GENERAL MEETING

the authority given by resolution 6 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 be limited:

1. to the allotment of equity securities in connection with an offer of equity securities (but, in the case of the authority granted under resolution 6(a), by way of a rights issue only) to:

1. the ordinary shareholders made in proportion (as nearly as may be practicable) to their existing respective holdings; and
2. to the holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary,

and subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates, legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange;

1. to the allotment of equity securities pursuant to paragraph 6(b) above; and
2. to the allotment of equity securities or sale of treasury shares (otherwise than pursuant to paragraphs (a) and (b) above) up to an aggregate nominal amount of £3,519.74, such authority
   to expire at the end of the next annual general meeting of the Company (or, if earlier, at the close of business on 31 December 2022) 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 of directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

8 THAT, subject to the passing of resolution 6, the directors of the Company are authorised in addition to any authority granted under resolution 7 to allot equity securities (as defined in section 560(1) of the Companies Act 2006) for cash under the authority given by resolution 6 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 up to a nominal amount of £3,519.74; 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 directors of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice, such authority to expire at the end of the next annual general meeting of the Company (or, if earlier, at the close of business on 31 December 2022) 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 of directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

9 THAT the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 to make one or more market purchases (within the meaning of section 693(4) of that Act) of ordinary shares of 0.125 pence each in the Company provided that:

1. the maximum number of ordinary shares hereby authorised to be purchased is 5,631,584,

BEEKS FINANCIAL CLOUD GROUP PLC (Registered in Scotland with No. SC521839)

NOTICE OF 2021 ANNUAL GENERAL MEETING

representing 10% of the Company's issued ordinary share capital at the date of the notice of this annual general meeting);

1. the minimum price (exclusive of any expenses) which may be paid for each ordinary share is 1 pence;
2. the maximum price (exclusive of any expenses) which may be paid for each ordinary share shall be not more than 5% above the average of the middle market quotations for an ordinary share on the relevant investment exchange on which the ordinary shares are traded for the five business days immediately preceding the date
   on which such ordinary share is contracted to be purchased;
3. unless previously revoked or varied, the authority hereby conferred shall expire on the conclusion of the next annual general meeting of the Company; and

1. the Company may make a contract or contracts for the purchase of ordinary shares under this authority before the expiry of this authority which would or might be executed wholly or partly after the expiry of such authority, and may make purchases of ordinary shares in pursuance of such a contract or contracts, as if such authority had not expired.

By order of the board

Fraser McDonald	Lumina Building
Company Secretary	40 Ainslie Road
19 November 2021	Hillington Park
	Glasgow
	Scotland
	G52 4RU

BEEKS FINANCIAL CLOUD GROUP PLC (Registered in Scotland with No. SC521839)

NOTICE OF 2021 ANNUAL GENERAL MEETING

NOTES:

Appointment of Proxy

1 As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at a meeting of the Company. You should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in the notes to the proxy form. A proxy need not be a member of the Company. Members are encouraged to appoint the 'Chair of the Meeting' as their proxy.

1 To be effective, the proxy form, 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 either be (i) deposited at the Company's Registrars at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or (ii) cast via the online Investor Centre by logging onto the Computershare website at www.investorcentre.co.uk/eproxy, as explained in the proxy form, in each case not less than 48 hours (excluding weekends and bank holidays) before the time for holding the meeting (i.e. by 1.30 p.m. on 13 December 2021) and if not so deposited or cast shall be invalid.

Entitlement to attend and vote

3 Pursuant to Regulation 41 of the

Uncertificated Securities Regulations 2001, only those members entered in the Company's register of members at:

• close of business on 13 December 2021; or
• if this meeting is adjourned, at close of business on the day two days prior to the adjourned meeting, shall be entitled to attend and vote at the meeting.

As explained on page 1 above, members are strongly encouraged to appoint the 'Chair of the Meeting' as their proxy.

Documents on Display

4 Copies of the service contracts and letters of appointment of the directors of the Company will be available: for at least 15 minutes prior to the meeting; and during the meeting.

Communication

5 Except as provided above, members who wish to communicate with the Company in relation to the meeting should do so by post to the Company's registered office, details of which are below. No other methods of communication will be accepted.

Address:

The Company Secretary

Lumina Building

40 Ainslie Road

Hillington Park

Glasgow

Scotland

G52 4RU