Electra Private Equity : Notice of 2021 Annual General 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 should immediately seek your own professional advice from your stockbroker, solicitor, accountant, bank manager or other appropriately qualified independent financial adviser who is authorised under the Financial Services and Markets Act 2000 if you are taking advice in the United Kingdom or, if you are resident in another jurisdiction, from another appropriately authorised independent financial adviser.

If you sell or have sold or transferred all of your Ordinary Shares, please send this document (together with the accompanying documents, but not the personalised 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 transmission to the purchaser or transferee.

Electra Private Equity PLC

(Incorporated in England and Wales with registered number 00303062)

Notice of Annual General Meeting 2021

Wednesday, 24 February 2021 at 11.00 am

Important Notice

In light of the COVID-19 pandemic, there are significant changes to the usual arrangements for the annual general meeting ('AGM') this year and, regrettably, shareholders are unable to attend the AGM in person. To ensure that your vote is counted, you are advised to appoint the Chairman of the meeting as your proxy by completing and submitting the hard copy proxy form or through CREST. Further details on how to vote are set out in the Notes to the Notice of Meeting on page 9. In order for your vote to be counted at the AGM, your proxy must be received by 11.00 am on Monday, 22 February 2021.

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of Electra Private Equity PLC (the "Company") which is set out in Part I of this document and which recommends that you vote in favour of the Resolutions to be proposed at the Annual General Meeting.

A Form of Proxy for use at the Annual General Meeting is enclosed with this Notice of Annual General Meeting and instructions for its completion and return by post are set out in the Form.

	CONTENTS
		PAGE
PART I	LETTER FROM THE CHAIRMAN OF ELECTRA PRIVATE EQUITY PLC	3
PART II	NOTICE OF ANNUAL GENERAL MEETING	4
PART III	EXPLANATORY NOTES TO THE PROPOSED RESOLUTIONS	6
PART IV	NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING	9
PART V	DEFINITIONS	11

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PART I

LETTER FROM THE CHAIRMAN OF ELECTRA PRIVATE EQUITY PLC (Incorporated in England and Wales with registered number 00303062)

17 Old Park Lane

London W1K 1QT

26 January 2021

Directors

Neil Johnson (Chairman)

Paul Goodson

David Lis

Gavin Manson

Stephen Welker

Linda Wilding

Dear Shareholder

2021 Annual General Meeting

Introduction

I am writing to you regarding the 2021 Annual General Meeting which, this year, will be held electronically in accordance with the provisions of the Corporate Insolvency and Governance Act 2020 on Wednesday, 24 February 2021 at 11.00 am.

The Notice of Annual General Meeting, which follows this letter, sets out the business to be considered at the Meeting.

Important information about the AGM this year

Unfortunately, as a consequence of the COVID-19 pandemic, we are not able to conduct this year's AGM in the usual way. The health, safety and welfare of our Shareholders, employees and the broader community are of paramount importance. With this in mind, and in accordance with the provisions of the Corporate Insolvency and Governance Act 2020, the AGM will be held as a closed meeting and regrettably shareholders are unable to attend in person. We will arrange for the necessary quorum to be in attendance so that the meeting is able to conduct its business and Shareholders and others will not be granted access to the AGM in person. I am sure you understand the reasons for this.

Notwithstanding these revised arrangements, Shareholders' participation is important to us and, since you will not be able to attend in person this year, I would strongly encourage you to appoint the Chairman of the AGM to be your proxy to vote on your behalf by completing the enclosed Form of Proxy. This Form of Proxy should be completed, signed and returned in accordance with the instructions printed on it at least 48 hours before the AGM. Appointment of any other person as your proxy would result in your votes not being cast, as third-party proxies will not be permitted entry to the AGM, unless there is a change to the arrangements outlined in this document.

We are keen to continue the important engagement that we have with you during this time. Therefore, should you have a question in relation to the AGM Resolutions, the 2020 Annual Report or the business of the Company, please email your question to [e-mail] by 11.00 am on Monday, 22 February 2021. Questions will be grouped into themes and addressed on our website as soon as is practically possible following the AGM. All the Resolutions are proposed as ordinary resolutions, except for Resolutions 12 and 13 which are proposed as special resolutions. Voting on all Resolutions to be proposed at the AGM will be by way of a poll. Please refer to pages 9 and 10 of this document for further details on voting.

Explanatory Notes

Explanatory notes to the Resolutions to be considered at the AGM appear on pages 6 to 8 of this document.

Recommendation

Your Directors consider that each Resolution to be proposed at the AGM is in the best interests of the Shareholders as a whole and unanimously recommend that Shareholders vote in favour of these Resolutions, as they intend to do in respect of their own shareholdings.

Yours faithfully

Neil Johnson

Chairman

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PART II

NOTICE OF ANNUAL GENERAL MEETING

Electra Private Equity PLC (the "Company")

(Incorporated in England and Wales with registered number 00303062)

NOTICE is hereby given that the eighty-sixth Annual General Meeting of the Company will be held electronically in accordance with the provisions of the Corporate Insolvency and Governance Act 2020 on Wednesday, 24 February 2021 at 11.00 am to consider and, if thought fit, pass the following Resolutions, of which Resolutions 1 to 11 will be proposed as ordinary resolutions and Resolutions 12 and 13 will be proposed as special resolutions.

Ordinary Business

1. To receive the Annual Report and Financial Statements for the financial year ended 30 September 2020.
2. To approve the Directors' Remuneration Report for the year ended 30 September 2020, as set out in the Annual Report and Financial Statements of the Company for the financial year ended 30 September 2020.
3. To re-elect Mr Paul Goodson as a Director of the Company.
4. To re-elect Mr Neil Johnson as a Director of the Company.
5. To re-elect Mr David Lis as a Director of the Company.
6. To re-elect Mr Gavin Manson as a Director of the Company.
7. To re-elect Mr Stephen Welker as a Director of the Company.
8. To re-elect Ms Linda Wilding as a Director of the Company.
9. To re-appoint Deloitte LLP as auditor of the Company until the conclusion of the Company's annual general meeting in 2022.
10. To authorise the Audit and Risk Committee to fix the auditor's remuneration.

Special Business

1. Ordinary resolution to give the Directors the authority to allot shares:
   That the Directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all Company's powers to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company up to an aggregate nominal amount of £3,190,230.25, such authority to expire (unless previously renewed, varied or revoked) on the earlier of 24 May 2022 or the conclusion of the Company's annual general meeting in 2022, but so that the Directors are entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant rights pursuant to any such offer or agreement as if this authority had not expired, and this authority is in substitution for all existing unexercised authorities.
2. Special resolution to disapply pre-emption rights:
   That the Directors be and they are hereby empowered pursuant to section 570 and section 573 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of that Act) for cash either pursuant to the authority conferred by Resolution 11 above or by way of a sale of treasury shares as if section 561(1) of the Companies Act 2006 did not apply to any such allotment on the following terms:
3. 1. this power is limited to the allotment or sale of equity securities:

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