Cohort : Notice of AGM

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant or other professional adviser.

If you have sold or otherwise transferred all of your shares, please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

(Incorporated and registered in England and Wales under number 05684823)

Notice of Annual General Meeting

Notice is hereby given that the Annual General Meeting (AGM) of Cohort plc (the Company) will be held at Boyes Turner LLP, Abbots House, Abbey Street, Reading RG1 3BD, on 26 September 2023 at 2.30pm.

Attendance at the AGM

If you plan to attend in person, we would appreciate prior confirmation to allow us to plan appropriately. Please email [e-mail] to confirm your attendance.

Voting ahead of the AGM

Your vote is important to us. We strongly encourage all shareholders to submit their vote in advance by appointing the Chair of the AGM as proxy, with voting instructions.

You can do this by appointing your proxy electronically, or, if you are a CREST member, appointing your proxy through the CREST proxy appointment service as explained in the notes to this Notice. The deadline for the receipt by our Registrar of all proxy appointments is 2.30pm on 22 September 2023.

If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 2.30pm on 22 September 2023 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

Voting at the AGM will be on a poll and will reflect all proxy instructions duly received. The options to vote are set out in note 1.

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Notice of Annual General Meeting

Cohort plc

(Incorporated and registered in England and Wales under number 05684823)

Notice is hereby given that the Annual General Meeting (AGM) of Cohort plc (the Company) will be held at Boyes Turner LLP, Abbots House, Abbey Street, Reading RG1 3BD, on 26 September 2023 at 2.30pm to consider and, if thought fit, pass the following resolutions, all of which will be proposed as ordinary resolutions, save for resolutions 9, 10, 11 and 12, which will be proposed as special resolutions:

Ordinary resolutions

Annual Report and Accounts

1. To receive the Company's annual accounts for the year ended 30 April 2023 together with the Directors' report and the Auditor's report on those accounts.

Dividend

2. To declare a final dividend for the year ended 30 April 2023 of 9.15 pence per ordinary share of 10 pence each in the capital of the Company to be paid on 3 October 2023 to members whose names appear on the register of members at the close of business on 25 August 2023.

Remuneration Committee report

3. To approve the Remuneration Committee report contained within the Annual Report of the Company for the year ended 30 April 2023.

Directors

1. To re-elect Jeff Perrin as a Director of the Company for a term of one year.
2. To re-elect Simon Walther as a Director of the Company.

Auditor

1. To re-appoint RSM UK Audit LLP as auditor of the Company to hold office from the conclusion of the meeting until the conclusion of the next general meeting of the Company at which accounts are laid.
2. To authorise the Board to determine the auditor's remuneration.

Authority to allot shares

8. THAT, in accordance with Article 16 of the Articles, the Directors of the Company be and are hereby generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (the Act), in substitution for all existing authorities to the extent unused, to exercise all powers of the Company to allot shares or to grant rights to subscribe for, or convert any security into, shares in the Company:

1. up to an aggregate nominal value of £1,382,303, being approximately one-third of the current issued share capital of the Company; and
2. comprising equity securities (as defined in Section 560(1) of the Act) up to a further nominal amount of £1,382,303 in connection with an offer by way of a rights issue,

provided that such authorities shall expire 15 months from the date of passing this resolution or at the conclusion of the next AGM of the Company, whichever is earlier, except that the Company may before such expiry make an offer or agreement which would or might require shares in the Company to be allotted or rights to be granted after such expiry and the Directors may allot shares in the Company or grant rights in pursuance of that offer or agreement as if the authority conferred by this resolution had not expired.

Special resolutions

Disapplication of pre-emption rights

9. THAT, subject to the passing of resolution 8, the Directors of the Company be and are hereby authorised to allot equity securities (as defined in the Act) for cash under the authority given by that resolution as if Section 561 of the Act did not apply to any such allotment or sale, such authority to be limited to:

1. the allotment of equity securities in connection with or pursuant to an offer or issue by way of rights, open offer or other pre-emptive offer to the holders of shares in the Company and other persons entitled to participate therein in proportion (as nearly as practicable) to their respective holdings, subject to such exclusions or other arrangements as the Directors may consider necessary or expedient to deal with fractional entitlements or legal or practical problems arising in, or under the laws of, any territory or the regulations or requirements of any regulatory authority or any stock exchange in any territory; and
2. the allotment of equity securities (otherwise than pursuant to sub-paragraph 9.1 above) up to a nominal value of £207,345,

and such authority shall expire at the end of the next AGM of the Company (or, if earlier, at the close of business on the date which is 15 months after the date of this meeting) 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 Board may allot equity securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.

10. THAT, subject to the passing of resolution 8, the Directors of the Company be and are hereby authorised in addition to any authority granted under resolution 9, to allot equity securities (as defined in the Act) for cash under the authority given by that resolution 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 £207,345; 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 the close of business on the date which is 15 months after the date of this meeting) 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 after the authority expires and the Board may allot equity securities under any such offer or agreement as if the authority had not expired.

Authority to purchase own shares

11. THAT the Company be generally and unconditionally authorised pursuant to Article 10 of the Articles and pursuant to Section 701 of the Act to make market purchases (within the meaning of Section 693(4) of the Act) of ordinary shares of 10 pence each in the capital of the Company provided that:

1. the maximum number of ordinary shares hereby authorised to be purchased is 4,146,908;
2. the minimum price (excluding expenses) which may be paid for such shares is 10 pence per ordinary share, being the nominal value thereof; and

11.3. the maximum price (excluding expenses) which may be paid for such shares shall not be more than 5% above the average of the middle market quotations for ordinary shares of 10 pence each in the capital of the Company as derived from the AIM Appendix of the Daily Official List of London Stock Exchange plc for the five business days immediately preceding the day on which the contract for purchase is made,

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and such authority shall expire 15 months from the date of passing this resolution or at the conclusion of the next AGM of the Company, whichever is earlier, provided that the Company may before such expiry make a contract to purchase its own shares which would or might be executed wholly or partly after such expiry and the Company may make a purchase of its own shares in pursuance of such contract as if the authority conferred hereby had not expired.

Notice of general meetings

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

Raquel McGrath

Company Secretary

23 August 2023

Explanatory notes to the resolutions to be proposed at the AGM

Additional information about the proposed resolutions

This section contains an explanation of each of the resolutions to be put to the AGM. Resolutions 1 to 8 (inclusive) are ordinary resolutions, meaning each resolution requires more than half the votes cast to be in favour of the resolution to be passed.

Resolutions 9 to 12 (inclusive) are special resolutions, meaning each resolution requires at least 75% of the votes cast to be in favour of the resolution to be passed.

Resolution 1: To receive the Annual Report and Accounts

Shareholders are invited to receive the Company's audited annual accounts for the year ended 30 April 2023 together with the Directors' report and the Auditor's report on those accounts. These are available on the Company's website at cohortplc.com/investors.

Resolution 2: Final dividend

To declare a final dividend for the year ended 30 April 2023 of 9.15 pence per ordinary share of 10 pence each in the capital of the Company to be paid on 3 October 2023 to members whose names appear on the register of members at the close of business on 25 August 2023.

Resolution 3: Approval of Remuneration Committee report

Shareholders are asked to approve the Remuneration Committee report as set out in the Annual Report and Accounts of the Company for the financial year ended 30 April 2023. This resolution is advisory only and is a means of providing shareholder feedback to the Board, and the Directors' entitlement to remuneration is not conditional on it being passed.

Resolutions 4 and 5: Re-election of Director

The Company's Articles of Association require any Director who has not been appointed or re-appointed at either of the two previous annual general meetings of the Company to retire, and for one-third of the Directors to retire by rotation each year. This year, Jeff Perrin and Simon Walther, being eligible, offer themselves for re-election. For Jeff Perrin this will be for a term of one year because Jeff Perrin will have served on the Board for nine years from July 2024 and will be subject to annual re-election thereafter.

Biographies of the Board as at 30 April 2023 can be found in the Annual Report and Accounts and on our website at cohortplc.com/investors/ corporate-governance/board-directors. The Chairman confirms that Jeff Perrin's and Simon Walther's performance continue to be effective and that they each demonstrate commitment to the role. The Directors' biographies include information in support of the Board's view that each Director's contribution is, and continues to be, important to the Company's long-term sustainable success.

Resolutions 6 and 7: Appointment and remuneration of auditor

At each general meeting at which the Company's annual accounts and reports are presented to its members, the Company is required to appoint an auditor to serve until the next such meeting. The Board, on the recommendation of the Audit Committee, recommends the re-appointment of RSM UK Audit LLP as the auditor of the Company until the conclusion of the next general meeting of the Company at which accounts are laid.

It is normal practice for the Company's Directors to be authorised to agree how much the auditor should be paid and resolution 6 grants this authority to the Directors.

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Resolution 8: Directors' authority to allot shares

Under Section 551 of the Act, the directors of a company may only allot unissued shares or grant rights to subscribe for shares if authorised by shareholders to do so. This resolution, if passed, will continue to provide flexibility for the Directors to promote the success of the Company, when opportunities arise, by issuing new shares.

The first part of this resolution renews the authority given at the previous AGM of the Company and would be limited to an aggregate nominal value of £1,382,303, being approximately one-third of the issued share capital at

11 August 2023, the last practicable date before the publication of this document (the Latest Practicable Date). The Directors intend to seek renewal of this power at each AGM.

In addition, the Company is seeking the routine authority in paragraph 8.2 of resolution 8 to allow the Directors to allot new shares or grant rights to subscribe for, or convert any security into, shares only in connection with a rights issue on a fully pre-emptive basis up to a further nominal value of £1,382,303, representing an amount equal to one-third of the Company's issued share capital as at the Latest Practicable Date. If this resolution is passed, the Directors will have the authority in certain circumstances to allot new shares and other relevant securities up to a total nominal value of £2,764,605, representing a total amount equal to two-thirds of the Company's issued share capital as at the Latest Practicable Date. The Directors also intend to seek renewal of this power at each AGM.

The Board has no present intention of undertaking a rights issue, or of allotting new shares other than in connection with any awards under Cohort's employee share plans. However, the Directors consider it desirable to have maximum flexibility in accordance with the Investment Association's Share Capital Management Guidelines to respond to market developments and to allot securities at short notice and without the need to hold a general meeting if the need arises.

The authorities sought in paragraphs 8.1 and 8.2 of this resolution 8 are without prejudice to previous allotments made under such existing authorities.

The authorities will only be valid until the conclusion of the next AGM of the Company, or 15 months from the date of passing this resolution, whichever is earlier.

The Company currently holds no shares in treasury.

Resolutions 9 and 10: Disapplication of pre-emption rights

These are special resolutions to renew the Directors' powers to allot shares for cash without first offering them to existing shareholders, pro rata to their existing holdings. Although there is currently no intention to make use of these powers, the Directors consider that it is in the interests of the Company, in certain circumstances, for the Directors to have a limited ability to allot shares and/or sell treasury shares for cash without having first to offer them to existing shareholders.

The powers sought comply with the Pre-Emption Group's revised Statement of Principles on Disapplying Pre-Emption Rights. Pursuant to Pre-Emption Group guidance, separate resolutions (resolutions 9 and 10) are being proposed for each 5% authority.

The power sought pursuant to resolution 9 is limited, other than in relation to any rights issue, open offer or other pre-emptive issue, to the allotment of shares for cash having an aggregate nominal value of £207,345, corresponding to approximately 5% of the issued share capital as at the Latest Practicable Date. This power will expire at the conclusion of the next AGM or 15 months from the date of passing this resolution, whichever is earlier.

In line with the revised Statement of Principles, the Company is seeking a separate power, pursuant to resolution 10, to issue up to an additional 5% of its issued share capital for cash without pre-emption rights applying. The Company will only allot shares with an aggregate nominal value of up to £207,345 (representing approximately 5% of its issued share capital) pursuant to resolution 10 where the allotment is in connection with an acquisition or specified capital investment (within the meaning of the Statement of Principles) which is announced contemporaneously with the allotment, or which has taken place within the preceding six-month period and is disclosed in the announcement of the allotment.

The power sought in resolution 9 will expire at the conclusion of the next AGM or 15 months from the date of passing this resolution, whichever is earlier.

Resolution 11: Purchase of own shares

The Directors believe that it is in the interests of the Company and its members to continue to have the flexibility to purchase its own shares and this resolution seeks authority from members to do so. The Directors intend only to exercise this authority where, after considering market conditions prevailing at the time, the investment needs of the Company, its opportunities for expansion and its overall financial position, they believe that the effect of such exercise would be to increase the earnings per share and would be in the best interests of shareholders generally or for the operation of employee share schemes.

This resolution renews the authority given at the AGM of the Company held on 27 September 2022 but would be limited to 4,146,908 ordinary shares, being approximately 10% of the issued share capital of the Company at the Latest Practicable Date. The Directors intend to seek renewal of this power at each AGM.

Resolution 12: Notice of meetings other than annual general meetings

This resolution authorises a reduction in the minimum notice period for general meetings, other than annual general meetings. Whilst the Company's Articles of Association already provide for a minimum notice period of 14 days for general meetings, the Act requires that the Company requests shareholders to authorise this minimum notice period at every AGM in order to be able to take advantage of this provision. The Company will only use the shorter notice period where, taking into account the circumstances, the Directors consider this appropriate in relation to the business to be considered at the meeting in question. The approval will be effective until the Company's next AGM, at which it is intended a similar resolution will be proposed.

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Notice of Annual General Meeting continued

Cohort plc

Notes to the Notice of Annual General Meeting

Voting

1. There are four ways in which you can vote, either:

1. online by following the instructions for the electronic appointment of a proxy at www.sharevote.co.uk using the voting numbers printed on your notice of availability;
2. in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below;
3. if you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www. proxymity.io; or
4. by requesting a hard copy form of proxy directly from the Registrar, Equiniti, on [phone] (please ensure the country code is used if calling from outside the UK). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The Registrar is open between 8.30am and 5.30pm, Monday to Friday excluding public holidays in England and Wales.

In order to be valid, all proxy appointments must be submitted by 2.30pm on 22 September 2023 or, in the event of an adjournment, not less than 48 hours (excluding non-working days) before such later time to which the AGM is adjourned.

A hard copy form of proxy together with any power of attorney or other authority under which it is signed, or a notarially certified or office copy of such power or authority, must be received by Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by 2.30pm on 22 September 2023 or, in the event of an adjournment, not less than 48 hours (excluding non-working days) before such later time to which the AGM is adjourned.

Proxies

1. We are encouraging shareholders to vote by proxy and we recommend appointing the "Chair of the meeting" to vote on your behalf.
   Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the AGM. A proxy need not be a shareholder of the Company. A form of proxy, which may be used to make such appointment, with proxy instructions is available on request from the Company's Registrar as set out in note 1. Completion and return of a form of proxy will not preclude a member from attending and voting at the AGM in person, should they subsequently decide to do so.
2. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, please contact the Company's Registrar, Equiniti (see note 1). If you are appointing more than one proxy, you should indicate the number of shares for which each proxy is authorised to act on your holding. Failure to specify the number of shares to which each form of proxy relates or specifying a number which, when taken together with the number of shares set out in the other proxy appointments, is in excess of the number of shares held by the member may result in the proxy appointment being invalid.
3. Your proxy does not need to be a shareholder of the Company. Details of how to appoint the Chair of the meeting or another person as your proxy are set out on the form of proxy.

1. Where no specific instruction is given, your proxy may vote at their own discretion or refrain from voting, as they see fit.
2. In the case of joint holders appointing a proxy, the signature of one holder is sufficient, but the names of all joint holders should be stated. Where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first named being the most senior).
3. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at their discretion. Your proxy will vote (or abstain from voting) as they think fit in relation to any other matter which is put before the AGM.
4. Shareholders are requested to register the appointment of their proxy electronically via the internet through the Sharevote website, www. sharevote.co.uk, using the series of numbers printed under the headings Voting ID, Task ID and Shareholder Reference Number on your Online Voting Card. Alternatively, shareholders who have already registered with Equiniti's online portfolio service, Shareview, can appoint their proxy electronically by logging on to their portfolio at www.shareview.co.uk by using their usual user ID and password. Once logged in, simply click "view" on the "My Investments" page, click on the link to vote and then follow the on-screen instructions. Full details and instructions on these electronic proxy facilities are given on the respective websites.
5. The return of a completed form of proxy, electronic filing or any CREST Proxy Instruction (as described below) will not ordinarily prevent a shareholder from attending the meeting and voting in person if they wish to do so.

Corporate representatives

10. Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder provided that no more than one corporate representative exercises powers in relation to the same shares.