the Ordinary shares in issue and in circulation immediately following the passing of this Resolution;

b. the minimum price which may be paid for each Ordinary share is 25p (exclusive of expenses);

c. the maximum price which may be paid for each Ordinary share is, in respect of a share contracted to be

purchased on any day, an amount which shall not be more than the higher of (i) 5% above the average of the

middle market quotations (as derived from the Daily Of?cial List of the London Stock Exchange) of the Ordinary

shares for the ?ve business days immediately preceding the date on which the Ordinary share is purchased, and

(ii) the higher of the price of the last independent trade and the highest current independent bid on the

London Stock Exchange;

d. this authority will (unless renewed) expire at the conclusion of the next Annual General Meeting of the Company

or, if earlier, 15 months from the date on which this Resolution is passed; and

e. any Ordinary shares bought back under the authority hereby granted may, at the discretion of the Directors, be

cancelled or held in treasury and if held in treasury may be cancelled at the discretion of the Directors. 12. THAT a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

By order of the Board Registered of?ce:

Maitland Administration Services Limited Hamilton Centre Secretary Rodney Way

24 June 2021 Chelmsford CM1 3BY Explanatory notes to the notice of meeting

Ordinary shareholders have the right to attend, speak and vote at the forthcoming Annual General Meeting or at any adjournment(s) thereof. In order to exercise all or any of these rights you should read the following explanatory notes to the business of the Annual General Meeting. Notes 1. In accordance with the prevailing guidance issued by the UK government in response to the coronavirus pandemic, the

Annual General Meeting is currently anticipated to be open to members. All members are entitled to vote at the

meeting by providing a form of proxy. Members are strongly advised to appoint the Chairman of the meeting as their

proxy.

To be effective, the enclosed proxy form, together with any power of attorney or other authority under which it is signed or a certified copy thereof, should be lodged at the office of the Company's Registrar, Share Registrars Limited, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR not later than 48 hours before the time of the meeting.

In the case of joint holders of a share, the vote of the senior who tenders a vote by proxy shall be accepted to the exclusion of the vote or votes of the other joint holder or holders, and seniority shall be determined by the order in which the names of the holders stand in the register.

You may submit any questions relevant to the business of the Annual General Meeting in advance by email addressed to the Company Secretary at cosec@maitlandgroup.com. 2. A person to whom this notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy

information rights (a 'Nominated Person') may, under an agreement between him/her and the shareholder by whom he/

she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual

General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she

may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting

rights. 3. The statements of the rights of members in relation to the appointment of proxies in Note 1 above do not apply to a

Nominated Person. The rights described in that Note can only be exercised by registered members of the Company. 4. As at 22 June 2021 (being the last business day prior to the publication of this notice) the Company's issued share

capital amounted to 20,850,000 Ordinary shares carrying one vote each. 5. The Company specifies that only those Ordinary shareholders registered on the Register of Members of the Company as

at 11.00 am on 7 September 2021 (or in the event that the meeting is adjourned, only those Ordinary shareholders

registered on the Register of Members of the Company as at 11.00 am on the day which is 48 hours prior to the

adjourned meeting) shall be entitled to vote by proxy at the Annual General Meeting in respect of the number of

Ordinary shares registered in their name at that time. Changes to entries on the Register of Members after that

time shall be disregarded in determining the rights of any person to vote by proxy at the meeting. 6. In accordance with Section 319A of the Companies Act 2006, the Company must cause any question relating to the

business being dealt with at the meeting put by a member to be answered. No such answer need be given if:

a. to do so would:

i. interfere unduly with the preparation for the meeting; or

ii. involve the disclosure of confidential information;

b. the answer has already been given on a website in the form of an answer to a question; or

c. it is undesirable in the interests of the Company or the good order of the meeting that the question be

answered. 7. A person authorised by a corporation is entitled to exercise (on behalf of the corporation) the same powers as the

corporation could exercise if it were an individual member of the Company (provided, in the case of multiple

corporate representatives of the same corporate shareholder, they are appointed in respect of different shares

owned by the corporate shareholder or, if they are appointed in respect of those same shares, they vote those

shares in the same way). To be able to vote, corporate representatives will be required to produce prior to the

meeting evidence satisfactory to the Company of their appointment. Corporate shareholders can also appoint one or

more proxies in accordance with Note 1. On a vote on a Resolution on a show of hands, each authorised person has

the same voting rights to which the corporation would be entitled.

On a vote on a Resolution on a poll, if more than one authorised person purports to exercise a power in respect of the same shares: a. if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way; b. if they do not purport to exercise the power in the same way as each other, the power is treated as not exercised. 8. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service

may do so for this meeting by following the procedures described in the CREST Manual. CREST personal members or

other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should

refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on

their behalf.

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, in order to be valid, must be transmitted so as to be received by the Company's agent (ID 7RA36) by the latest time for receipt of proxy appointments specified in Note 1 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 Company'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.

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(s), to procure that his CREST sponsor or voting service provider(s) take(s)) 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.

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. 9. Shareholders should note that it is possible that, pursuant to requests made by shareholders of the Company under

Section 527 of the Companies Act 2006, the Company may be required to publish on a website a statement setting out

any matter relating to: (i) the audit of the Company's accounts (including the Auditor's Report and the conduct of

the audit) that are to be laid before the Annual General Meeting; or (ii) 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.

(MORE TO FOLLOW) Dow Jones Newswires

June 24, 2021 02:04 ET (06:04 GMT)