Crossword Cybersecurity : General Meeting Circular July 2023→

Internal

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or about what action to take, you are recommended to seek your own independent professional advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriate independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.

If you have sold or otherwise transferred all of your Ordinary Shares, please send this document, together with the accompanying Form of Proxy, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. If you have sold or otherwise transferred only part of your holding of Ordinary Shares, please immediately contact the stockbroker, bank or other agent through whom the sale or transfer was effected.

AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. AIM securities are not admitted to the Official List.

This document should be read in conjunction with the accompanying Form of Proxy and the definitions set out in this document. The whole of this document should be read and, in particular, your attention is drawn to the letter from the Chairman of the Company which contains the unanimous recommendation of the Directors that you vote in favour of the Resolutions to be proposed at the General Meeting.

Crossword Cybersecurity plc

(Incorporated and registered in England and Wales with registered number 08927013)

Proposed amendment to the Articles

and

Notice of General Meeting

A General Meeting will be held at 11.00 a.m. on 27th July 2023 at the offices of Shakespeare Martineau LLP, 6th Floor, 60 Gracechurch Street, London EC3V 0HR. The notice convening the General Meeting is set out at the end of this document and a Form of Proxy for use by Shareholders at the General Meeting is enclosed. The action to be taken in respect of the General Meeting is set out in the letter from the Chairman of the Company contained in this document.

Shareholders are requested to complete, sign and return the Form of Proxy whether or not they intend to be present at the General Meeting. To be valid, the form of proxy and the power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority must be lodged at the offices of the Company's registrars, Share Registrars Limited, 3 Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX by hand or sent by post, or by fax to [phone] so as to be received by not later than 11.00 a.m. on 25th July 2023.

Completion and return of a Form of Proxy will not preclude Shareholders from attending and voting at the General Meeting should they so wish.

Shareholders who hold their Existing Ordinary Shares in uncertificated form in CREST may use the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual as explained in the notes accompanying the Notice of General Meeting at the end of this document. Proxies submitted via CREST must be received by the Company's agent (ID 7RA36) by no later than

11.00 a.m. on 25th July 2023 (or if the General Meeting is adjourned, 48 hours before the time fixed for the adjourned meeting (excluding any part of a day that is not a working day)). The appointment of a proxy using the CREST Proxy Voting Service will not preclude Shareholders from attending and voting in person at the General Meeting should they so wish.

In accordance with the AIM Rules for Companies, this document will be made available on the Company's website: www.crosswordcybersecurity.com

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	DIRECTORS AND ADVISERS
Directors	Sir Richard Dearlove KCMG OBE - Chairman
	Tom Ilube CBE - CEO
	Mary Dowd - CFO
	David Secher - Non-Executive Director
	Andy Gueritz - Non-Executive Director
	Ruth Anderson - Non-Executive Director
	Robert Coles - Non-Executive Director
	Tara Cemlyn-Jones - Non-Executive Director
Company Secretary	Ben Harber, Shakespeare Martineau LLP
Registered Office	6th Floor
	60 Gracechurch Street
	London EC3V 0HR
Company website	www.crosswordcybersecurity.com
Nominated Adviser	Grant Thornton UK LLP
	30 Finsbury Square
	London EC2A 1AG
Corporate Broker	Hybridan LLP
	1 Poultry Lane
	London EC2R 8EJ
Legal advisers to the Company	Shakespeare Martineau LLP
	6th Floor, Gracechurch Street
	London EC3V 0HR
Registrar	Share Registrars Limited
	3 Millennium Centre
	Crosby Way
	Farnham
	Surrey
	GU9 7XX

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LETTER FROM THE CHAIRMAN OF CROSSWORD CYBERSECURITY

PLC

Directors:

Sir Richard Dearlove KCMG OBE - Chairman

Tom Ilube CBE - CEO

Mary Dowd - CFO

David Secher - Non-Executive Director

Andy Gueritz - Non-Executive Director

Ruth Anderson - Non-Executive Director

Robert Coles - Non-Executive Director

Tara Cemlyn-Jones - Non-Executive Director

Registered Office:

6th Floor, 60 Gracechurch

Street

London, EC3V 0HR

10th July 2023

Dear Shareholder,

Proposed amendment to the Articles

and

Notice of General Meeting

On 19th April 2023, the Company announced that it will need to raise additional capital later this year as it continues to progress towards cash break-even. As part of the preparation for any such raise, which could include convertible loan notes, the Board has noted that the Group is restricted in its borrowing to £2m under its Articles. The Group currently has borrowings of £2m and as such proposes to raise this limit.

I am writing to you to request that you approve the special resolution which will be proposed at the forthcoming General Meeting, to allow the Group to incur debt up to £4.5m, in aggregate. The General Meeting is to be held at the offices of Shakespeare Martineau LLP, 6th Floor, 60 Gracechurch Street, London EC3V 0HR at 11.00 a.m. on 27th July 2023. The formal notice of General Meeting is set out at the end of this document.

The Directors unanimously agree that amending the Articles to enable the Group to borrow the greater of £4.5m and an amount equal to 20% of the Adjusted Capital and Reserves is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions as they intend to do in respect of their own shareholdings which represent 15.9 per cent. of the Company's voting rights.

Yours faithfully,

Sir Richard Dearlove

Chairman

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DEFINITIONS

The following definitions apply throughout this document, unless the context requires otherwise:

AIM	the market of that name operated by the London Stock Exchange.
AIM Rules for Companies	the AIM Rules for Companies published by the London Stock
	Exchange for the time being.
Board	the board of directors of the Company.
Business Day	any day on which banks are open for business in London other than a Saturday,
	Sunday or statutory holiday.
CA 2006	the Companies Act 2006, as amended.
Company	Crossword Cybersecurity plc, a public limited liability company incorporated and
	registered in England and Wales (with registration number 08927013) whose
	registered office is at 6th Floor 60 Gracechurch Street, London, United Kingdom,
	EC3V 0HR.
CREST	the computerised settlement system (as defined in the CREST Regulations)
	operated by Euroclear which facilitates the holding and transfer of title to shares
	in uncertificated form.
CREST Regulations	the Uncertificated Securities Regulations 2001 (SI 2001 No.
	3755) as amended.
Directors	the directors of the Company as at the date of this document whose names
	are listed on page 3 of this document.
Form of Proxy	the form of proxy for use at the General Meeting.
General Meeting	the general meeting of the Company convened pursuant to the Notice and to be
	held at the offices of Shakespeare Martineau LLP, 6th Floor, 60 Gracechurch
	Street, London EC3V 0HR at 11.00 a.m. on 27th July 2023.
Group	the Company and its subsidiary undertakings from time to time
London Stock Exchange	London Stock Exchange plc.
Notice	the notice of General Meeting which is set out at the end of this document.
Ordinary Shares	ordinary shares of £0.005 each in the capital of the Company.
Resolutions	the resolutions set out in the Notice which are to be proposed at the General
	Meeting.
Shareholders	the registered holders of Ordinary Shares.
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland.
uncertificated	recorded on the relevant register of the share or security concerned as being held
	in uncertificated form in CREST and title to which, by virtue of the CREST
	Regulations may be transferred by means of CREST.

NOTICE OF GENERAL MEETING

CROSSWORD CYBERSECURITY PLC

(Registered in England and Wales with number 08927013)

Internal

(the "Company")

NOTICE OF GENERAL MEETING

Notice is hereby given that a general meeting of the Company will be held at 11.00 a.m. on 27th July 2023 at the offices of Shakespeare Martineau LLP, 6th Floor, 60 Gracechurch Street, London EC3V 0HR, to consider, and if thought fit, pass the following special resolution:

Special resolution

THAT the Articles be amended by deleting the current Article 116.2 in its entirety and replacing it with the following Article 116.2:

"The Board shall restrict the borrowings of the Company and exercise all voting and other rights and powers of control exercisable by the Company in respect of its subsidiary undertakings so as to procure (as regards its subsidiary undertakings in so far as it can procure by such exercise) that the aggregate principal amount at any one time outstanding in respect of monies borrowed by the Group (exclusive of monies borrowed by one Group company from another and after deducting cash deposited) shall not at any time, without the previous sanction of an ordinary resolution of the Company, exceed the greater of £4,500,000 and an amount equal to 20% of the Adjusted Capital and Reserves."

By order of the Board	Registered Office:
Ben Harber	6th Floor, 60 Gracechurch Street
Company Secretary	London EC3V 0HR

Notes:

1. 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 meeting. A proxy need not be a shareholder of the Company. You can register your vote(s) for the General Meeting either:
2. • by logging on towww.shareregistrars.uk.com,clicking on the "Proxy Vote" button and then following the on-screen instructions;
   • by post or by hand to Share Registrars Limited, 3 The Millennium Centre, Crosby Way, Farnham, Surrey GU9 7XX using the proxy form accompanying this notice;
   • in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in note 5 below.
3. In order for a proxy appointment to be valid the proxy must be received by Share Registrars Limited by 11.00am on 25th July 2023.
4. Any member entitled to attend and vote at the meeting may appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not also be a member.
5. The completion and return of a form of proxy will not preclude a member from attending in person at the meeting and voting should he wish to do so.
6. CREST members may appoint a proxy through CREST by using the procedures described in the CREST Manual (available via www.euroclear.com/CREST). 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. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message ("a CREST proxy instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. All messages relating to the appointment of a proxy or an instruction to a previously appointed proxy must be transmitted so that they are received by Share Registrars Limited (ID 7RA36) by 11.00 am (UK time) on 25th July 2023 (or, if the meeting is adjourned, the time that is 48 hours (excluding non- working days) before the time fixed for the adjourned meeting). For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp 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. 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 UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST proxy instructions. It is therefore the responsibility of the CREST member concerned to take (or procure the taking of) 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 a CREST Proxy Instruction as invalid in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
7. The Company has specified that only those members entered on the register of members at 11.00am on 25th July 2023 shall be entitled to vote at the meeting in respect of the number of ordinary shares of £0.005 each in the capital of the Company held in their name at that time. Changes to the register after 11.00am on 25th July 2003 shall be disregarded in determining the rights of any person to attend and vote at the meeting.
8. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.