NOTICE OF THE 2021 ANNUAL GENERAL MEETING OF CONTOURGLOBAL PLC

to be held electronically on Wednesday, 12th May 2021 at 1.00pm (London time)

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.

A proxy form for use at the Annual General Meeting is enclosed and, to be valid, should be completed and returned in accordance with the instructions printed on the form so as to be received by Equiniti Limited at FREEPOST RTHJ-CLLL- KBKU, Aspect House, Spencer Road, Lancing, West Sussex, BN99 8LU as soon as possible but, in any event, so as to arrive no later than 1.00pm on Monday 10th May 2021. Completion and return of a proxy form will not prevent members from attending and voting in person should they wish to do so.

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Letter from the Chairman

LETTER FROM THE CHAIRMAN

Park House, 7th Floor,

116 Park Street,

London W1K 6SS

1th April 2021

Dear Shareholder,

On behalf of the directors of ContourGlobal plc (together the "Directors"), it gives me great pleasure to invite you to attend the Annual General Meeting (or "AGM") of ContourGlobal plc (the "Company") which will be held electronically on Wednesday 12th May 2021 at 1.00 pm (London time).

As a result of the Covid-19 situation and the measures in place in the UK at the time of the publication of this document, we have determined to hold our AGM electronically to ensure the safety of our directors and shareholders and to make sure that shareholders who wish to attend the AGM are able to do so. The Company's Articles of Association permit us to hold an electronic AGM and we have decided to make use of this provision. For full details of how this will work and to register for the AGM, please see page 6. I would urge you to vote in any event, prior to the meeting, using the proxy form enclosed with this Notice of Meeting, or via CREST or Shareview, whether or not you intend to attend the electronic meeting.

The AGM will be interactive, so you will have the opportunity to ask questions. Please email your questions to the Company Secretary in advance of the Meeting.

Resolutions and explanatory notes

The formal Notice of AGM is set out on the following pages of this document, detailing the resolutions that shareholders are being asked to vote on, along with explanatory notes of the business to be conducted at the AGM.

Voting

Action to be taken

Whether or not shareholders propose to attend the AGM, it is important that they complete, sign and return the proxy form enclosed with this notice or vote electronically as set out below. Shareholders should return the proxy form to Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex, BN99 8LU. Alternatively, you can vote using the internet at www.sharevote.co.uk using the relevant reference numbers printed on your proxy form.

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 on page 7.

Please note that, in order to be valid, all proxy forms and appointments must be received by 1.00 pm on Monday 10thMay 2021.

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 Directors believe that the resolutions set out in the Notice of AGM are in the best interests of the Company and its shareholders as a whole and unanimously recommend that shareholders vote in favour of all of the resolutions to be proposed at the AGM. The Directors who own ordinary shares intend to vote in favour of the resolutions to be proposed at the AGM.

Yours faithfully,

Craig A. Huff

Chairman

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.

2 ANNUAL GENERAL MEETING 2021  |  CONTOURGLOBAL PLC

Notice of the Annual General Meeting

NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of ContourGlobal plc (the "Company") will be held electronically on Wednesday, 12th May 2021 at 1.00 pm (London time) to consider and, if thought appropriate, pass the following resolutions of which Resolutions 1 to 15 and 20 will be proposed as ordinary resolutions and Resolutions 16 to 19 will be proposed as special resolutions.

Resolutions 9 to 12 relating to the re-election of the independent non-executive Directors will be passed only if a majority of votes cast by the independent shareholders of the Company are in favour, in addition to a majority of the votes cast by all the shareholders being in favour. The independent shareholders of the Company are all the shareholders other than ContourGlobal LP.

Ordinary Resolutions

Reports and Accounts

1. To receive the reports of the Directors and Auditors and the accounts for the Company for the year ended 31st December 2020.

Directors' Remuneration Policy

2. To approve the Directors' Remuneration Policy, the full text of which is set out on pages 117 to 127 of the Company's Annual Report for the year ending 31st December 2020.

Directors' Remuneration Report

3. To approve the Directors' Remuneration report for the year ended 31st December 2020.

Directors

Non-independentNon-Executive and Executive Directors

  1. To re-elect Mr Craig A. Huff as a Director.
  2. To re-elect Mr Joseph C. Brandt as a Director.
  3. To re-elect Mr Stefan Schellinger as a Director.
  4. To re-elect Mr Gregg M. Zeitlin as a Director.
  5. To re-elect Mr Alejandro Santo Domingo as a Director.

Independent Non-Executive Directors

  1. To re-elect Mr Ronald Trächsel as a Director.
  2. To re-elect Mr Daniel Camus as a Director.
  3. To re-elect Dr Alan Gillespie as a Director.
  4. To re-elect Ms Mariana Gheorghe as a Director.

Auditors

  1. To re-appoint PricewaterhouseCoopers 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 & Risk Committee of the Company to determine the remuneration of the Auditors.

Directors' authority to allot shares

15. That the Directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot:

  1. shares in the Company or to grant rights to subscribe for, or to convert any securities into, shares in the Company up to a maximum aggregate nominal amount of £2,185,711; and in addition
  2. equity securities (as defined in section 560 of the Act) of the Company up to an aggregate nominal amount of £2,185,711 in connection with an offer of such securities by way of a rights issue,

provided that such authority shall apply in substitution for any previous authorities pursuant to section 551 of the Act and that this authority shall expire at the end of the next AGM of the Company or 11th August 2022, whichever

is the earlier, save that the Company may, before such expiry, make an offer or agreement which would or might require rights to subscribe for or to convert any securities into shares to be granted or equity securities to be allotted after such expiry and the Directors may allot equity securities or grant such rights under any such offer or agreement as if the authority conferred by this resolution had not expired.

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

  1. holders of ordinary shares on the register on a record date fixed by the Directors in proportion (as nearly as may be practicable) to their existing holdings; and
  2. holders of other equity securities as required by the rights of those securities or as the Directors otherwise consider necessary

3

Notice of the Annual General Meeting (continued)

to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable instrument) which may be traded for a period before payment for the securities is due, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with any treasury shares, fractional entitlements, record dates or legal or practical issues arising under the laws of, or the requirements of any recognised regulatory body or any stock exchange, in any territory.

Special Resolutions

Disapplication of pre-emption rights

16. That, subject to the passing of resolution 15, the Directors be and are hereby authorised pursuant to section 570 of the Act to allot equity securities (as defined in section 560(1) of the Act) for cash:

  1. pursuant to the authority given by paragraph (a) of resolution 15 and/or to sell equity securities held as treasury shares for cash pursuant to section 727 of the Act, in each case as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this authority shall be limited:
    1. to the allotment and/or sale of equity securities in connection with a pre-emptive offer;
    2. to the allotment and/or sale of equity securities otherwise than in connection with a pre-emptive offer, up to an aggregate nominal value of £327,856 pursuant to the authority
    3. given by paragraph (b) of resolution 15 to the allotment and/ or sale of equity securities in connection with any offer of such securities by way of a pre-emptive rights issue, such authority to expire at the end of the next AGM of the Company or 11th August 2022, whichever is the earlier, save that the Company may, before such expiry, make an offer or agreement which would or might require securities to be allotted or equity securities held as treasury shares to be sold after such expiry, and the Directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

For the purposes of this Resolution:

  1. "rights issue" has the same meaning as in Resolution 15; and
  2. "pre-emptiveoffer" means an offer of equity securities open for acceptance for a period fixed by the Directors to (a) holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings and (b) other persons so entitled by virtue of the rights attaching to any other equity securities held by them, 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.

17. That, subject to the passing of resolution 15, the Directors be and are hereby authorised pursuant to section 570 of the Act, in addition to any authority granted under resolution 16, to allot equity securities (as defined in section 560(1) of the Act) for cash pursuant to the authority given by resolution 15 and/or to sell equity securities held as treasury shares for cash pursuant to section 727 of the Act, as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be:

  1. limited to the allotment and/or sale of equity securities or sale of treasury shares up to an aggregate nominal value of £327,856; 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 Directors determine 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 11th August 2022, whichever is the earlier, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry, and the Directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

Authority to purchase own ordinary shares

18. To unconditionally and generally authorise the Company for the purpose of section 701 of the Act to make market purchases (as defined in section 693(4) of the Act) of ordinary shares of £0.01 each in the capital of the Company provided that:

  1. the maximum number of ordinary shares which may be purchased is 65,571,342;
  2. the minimum price which may be paid for each share is £0.01;
  3. the maximum price which may be paid for an 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 end of the next AGM of the Company or 11th August 2022, whichever is the earlier (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.

4 ANNUAL GENERAL MEETING 2021  |  CONTOURGLOBAL PLC

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.

Ordinary resolution

Political donations

20. 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 for the purposes of Part 14 of the Act, 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 11th August 2022, whichever is sooner. All existing authorisations and approvals relating to political donations or expenditure under Part 14 of the Act 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 Act.

By order of the Board

Link Company Matters Limited

Company Secretary

1th April 2021

Registered in England and Wales No. 10982736

Registered Office:

Park House, 7th Floor,

116 Park Street,

London W1K 6SS

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ContourGlobal plc published this content on 01 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 April 2021 13:03:07 UTC.