Eight Capital Partners : The AGM notice of meeting

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 immediately to seek your own professional advice from your stockbroker, solicitor, accountant or other financial adviser duly authorised for the purposes of the Financial Services and Markets Act 2000 (as amended) who specialises in advising upon investments in shares and other securities.

If you have sold or otherwise transferred all of your ordinary shares in Eight Capital Partners Plc, you should send this document, together with the accompanying Form of Proxy, at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward delivery to the purchaser or transferee.

EIGHT CAPITAL PARTNERS PLC

(Registered in England & Wales with Company No. 09301329)

Directors	Registered Office
Dominic White	Kemp House,
Martin Groak	160 City Road,
Luciano Maranzana	London,
Gemma Godfrey	England,
	EC1V 2NX
13 September 2023
Dear Shareholder,

Introduction

The purpose of this letter is to provide you with a brief summary and explanation of the resolutions proposed by Eight Capital Partners plc ("Eight Capital Partners" or the "Company") as set out in the attached notice convening an Annual General Meeting ("AGM") of the Company at 11.00 am on Friday, 6 October 2023 (the "Notice of AGM"). The meeting will be held at the Company's administrative office at 50 Sloane Avenue, London SW3 3DD.

The Company would like to propose the following Ordinary Resolutions at the AGM:

Resolution 1

Resolution 1 is to receive and adopt the Company's re-issued financial statements and the report of the directors and auditors for the year ended 31 December 2021. Shareholders will have a reasonable opportunity at the meeting to ask questions about the results and the reasons for the re-issuing.

Resolution 2

Resolution 2 is to receive and adopt the Company's financial statements and the report of the directors and auditors for the year ended 31 December 2022. Shareholders will have a reasonable opportunity at the meeting to ask questions about the results and the Company's operations and strategic developments.

Resolutions 3

Resolution 3 is to appoint PKF Littlejohn LLP as auditors of the Company to act until the conclusion of the next Annual General Meeting at which accounts are laid before the Company and to authorise the Directors to determine the remuneration of the auditors.

Resolutions 4, 5 & 6

Resolution 4-6 deal with the election and re-election of directors. In accordance with the Articles of Association ("Articles"), Martin Groak will retire and offer himself for re-election; whilst the appointment during the year of Luciano Maranzana and Gemma Godfrey are to be ratified by the Meeting.

All the directors' biographies can be found at https://www.eight.capital/investors/board-of- directors/.

Resolution 7

Resolution 7 authorises the Board to allot and issue shares in the Company or grant rights to subscribe for or to convert any securities into shares in the Company up to 250,000,000,000 Ordinary Shares of the Company's issued Ordinary Share capital, such authority to expire at the next AGM or fifteen months after the passing of this resolution, whichever date is the earlier.

Subject to the passing of Resolution 7, the Company is also proposing the following Special Resolution at the AGM:

Resolution 8

The Companies Act 2006 (the "Act") requires that any equity securities issued for cash must first be offered to existing shareholders pro rata to their holdings unless approval is obtained by special resolution to dis-apply this requirement. In order to retain flexibility to raise further capital quickly to meet its funding requirements under its current projects as well as to be able to take advantage of prospective new projects, the Company is seeking disapplication of pre-emption rights over all shares to be issued pursuant to Resolution 7. It is proposed that this authority also be renewed for the same period as the authority under Resolution 7

Resolutions 1-7 require over 50% voting in favour to be passed. Resolution 8 requires 75% to vote in favour to be passed.

Shareholders entitled to attend the AGM

All Shareholders registered as holding ordinary shares of the Company at 6.30 pm BST on 4 October 2023 or, if adjourned, 6.30 pm on the day that is the second day prior to the date of the adjourned AGM (not including any day that is not a business day) shall be (unless

2

otherwise entitled to do so) entitled to attend the AGM and vote on the Resolutions proposed.

Action to be taken by Shareholders

Attached to the Notice of AGM accompanying this letter is a Proxy Form for use by Shareholders. All Shareholders are invited and encouraged to attend the AGM or, if they are unable to attend in person, to complete, sign and return the Proxy Form to the Company. Lodgement of a Proxy Form will not preclude the Shareholder from attending and voting at the AGM in person.

Shareholders can either deliver the Proxy to the Company's registrar by hand, by post, or as an attachment by email in accordance with instructions on the Proxy Form included with this communication. Please note: if sending the Proxy Form by email, the attachment must be in one of two of the following formats to be acceptable: either .jpg or .pdf

The Board considers the resolutions to be in the best interests of the Company and its shareholders as a whole and recommends that you vote in favour of the resolutions.

Yours sincerely,

Dominic White

Chairman

3

NOTICE OF ANNUAL GENERAL MEETING

EIGHT CAPITAL PARTNERS PLC

(Incorporated in England and Wales with registered no 09301329)

(the "Company")

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at 11.00 a.m. on 6 October 2023 at 50 Sloane Avenue, London SW3 3DD, for the purposes of considering and, if thought fit, passing the following resolutions, of which resolutions 1 to 7 will be proposed as ordinary resolutions and resolution 8 will be proposed as a special resolution:

ORDINARY RESOLUTIONS

1. To receive and adopt the re-issued audited financial statements of the Company for the year ended 31 December 2021 and the Directors' report and Auditor's report on those accounts.
2. To receive and adopt the audited financial statements of the Company for the year ended 31 December 2022 and the Directors' report and Auditor's report on those accounts.
3. To appoint PKF Littlejohn LLP as auditors of the Company to act until the conclusion of the next Annual General Meeting at which accounts are laid before the Company and to authorise the Directors to determine the remuneration of the auditors.
4. THAT Martin Groak, who retires in accordance with the Company's Articles, be re-elected as a director of the Company.
5. That the appointment by the Board of Luciano Maranzana as a director of the Company on 11 August 2022 be ratified.
6. That the appointment by the Board of Gemma Godfrey as a director of the Company on 31 January 2023 be ratified.
7. THAT the directors be and are hereby generally and unconditionally authorised pursuant to section 551 of the Act to exercise all powers of the Company to allot any shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company in respect of such number of equity securities up to an aggregate nominal value of £25,000,000. This authority shall expire (unless renewed, varied or revoked by the Company in general meeting) at the conclusion of the next annual general meeting of the Company or, if earlier, on the date which falls 15 months after the date of the passing of this resolution save that the Company shall be entitled to make, prior to the expiry of such authority, any offer or agreement which would or might require shares to be allotted or rights to subscribe for or convert any securities into shares to be granted after the expiry of such authority and the Directors may allot any shares or grant rights to subscribe for or convert securities into shares in pursuance of such offer or agreement as if the authority conferred hereby had not expired. The authority granted by this resolution shall be in addition to all existing authorities to allot any shares or grant rights to subscribe for or convert securities into shares in the Company previously granted to the directors pursuant to section 551 of the Companies Act 2006.

4

SPECIAL RESOLUTIONS

8. THAT, subject to the passing of Resolution 7 above, the directors be and they are hereby empowered pursuant to section 570 of the Act to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority (including duration) conferred by resolution 7 as if section 561(1) of the Act did not apply to any such allotment, provided that this authority shall be limited to allotments of equity securities (i) in connection with or pursuant to a rights issue, open offer or any other pre-emptive offer in favour of ordinary shareholders, where the equity securities respectively attributable to the interests of all shareholders are proportionate as nearly as may be to the respective number of ordinary shares held or deemed to be held by them, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange, and (ii) otherwise up to an aggregate nominal value of £25,000,000.

BY ORDER OF THE BOARD:

Dominic White

Chairman

For and on behalf of Eight Capital partners Plc

Dated: 13 September 2023

Registered office: Kemp House,

160 City Road, London, England, EC1V 2NX

5