Eurocell : 2023 Notice of AGM

EUROCELL PLC

ANNUAL GENERAL MEETING

11 May 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to immediately seek your own advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all of your shares in Eurocell plc, please send this document and 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 delivery to the purchaser

or transferee.

Eurocell plc

Eurocell Head Office and Distribution Centre

High View Road

Alfreton

Derbyshire

DE55 2DT

11 April 2023

Dear Shareholder

I am pleased to send you details of the forthcoming 2023 Annual General Meeting ('AGM') of Eurocell plc ('the Company'), together with the Annual Report and Accounts for the year ended 31 December 2022.

The AGM will be held on 11 May 2023 at our registered office (shown above) at 10.30am. The following documents are enclosed with this letter:

• Notice of AGM
• Report and Accounts
• Form of proxy (and prepaid envelope)

Voting procedures

In accordance with current recommended best practice, all resolutions at the AGM will be voted by way of a poll rather than a show of hands. The Board and I consider that a poll is in accordance with good corporate governance since it allows the votes of all shareholders who have submitted a proxy form to be counted. The outcome of the vote at the AGM will be announced by way of a Stock Exchange announcement after the close of the AGM and will be published on our website: www.investors.eurocell.co.uk.

Resolutions to be proposed at the AGM

Set out below is an explanation of the resolutions set out in the notice of AGM.

Resolution 1 - To receive the Annual Report and Accounts - ordinary resolution

The Chair of the meeting will present the Annual Report and Accounts for the year ended 31 December 2022 to the AGM. A copy of the Annual Report and Accounts accompanies this notice to shareholders.

Resolution 2 - Declaration of a final dividend for the year ended 31 December 2022 - ordinary resolution

The Directors recommend a final dividend of 7.2 pence per ordinary share. If approved the dividend will be paid on 17 May 2023 to members whose names appear on the register of members at the close of business on 21 April 2023.

Resolutions 3 and 4 - Reappointment of auditors and auditors' remuneration - ordinary resolutions

Resolution 3 relates to the reappointment of PricewaterhouseCoopers LLP as auditors of the Company to hold office until the next AGM of the Company.

Resolution 4 authorises the Audit and Risk Committee of the Board to set the remuneration of the Company's auditors.

Resolution 5 - Directors' Remuneration report - ordinary resolution

In accordance with section 439 of the Companies Act 2006, shareholders are requested to approve the Directors' Remuneration Report. The Directors' Remuneration Report, which is set out on pages 104 to 119 of the Annual Report and Accounts, gives details of the Directors' remuneration for the financial year ended 31 December 2022.

The Company's auditors, PricewaterhouseCoopers LLP, have audited those parts of the Directors' Remuneration Report capable of being audited. The vote on the Directors' Remuneration Report is advisory in nature in that payments made or promised to Directors will not have to be repaid, reduced or withheld in the event that this resolution is not passed.

Resolutions 6 to 12 - Election/re-election of Directors - ordinary resolutions

In line with the UK Corporate Governance Code and the Company's Articles of Association, all of the Directors, with the exception of Mark Kelly and Martyn Coffey (who have decided to step-down from the Board), will automatically retire and be proposed for election/ re-election at the AGM. Resolutions 6 to 12 seek your approval to elect/re-elect these individuals as Directors of the Company.

The Board considers that each of the non-Executive Directors being put forward for election/re-election is independent and that there are no relationships or circumstances which are likely to affect their character or judgment.

Biographies of all the Directors can be found on pages 10 to 11 of this document and include a description of the experience and relevant qualifications of each Director, along with details of their external appointments.

Resolution 13 - Authority to allot share capital - ordinary resolution

The Companies Act 2006 provides that Directors shall only allot shares with the authority of shareholders in general meeting. The authority given to the Directors at the last annual general meeting to allot (or issue) shares pursuant to section 551 of the Companies Act 2006 expires on the date of this year's AGM.

2 Eurocell plc Annual General Meeting 2023

Resolution 13 will be proposed as an ordinary resolution for the renewal of the Directors' general authority to issue 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 £37,365, representing approximately one third of the current issued share capital of the Company (excluding treasury shares). In addition, the resolution seeks authority for the Directors to allot shares by way of a fully pre-emptive offer up to an aggregate nominal amount of £37,365, representing a further third of the current issued share capital of the Company (excluding treasury shares). There are no present plans to allot new shares, other than in relation to employee share plans. However, the Directors consider it appropriate to maintain the flexibility that these authorities provide should suitable opportunities arise. The authorities granted under resolution 13 will expire at the next annual general meeting, or, if earlier, at the close of business on the date falling 15 months after the passing of this resolution.

The Company held no shares in treasury as at 31 March 2023, being the last practicable date prior to publication of this document.

Resolution 14 - Approval of the making of political donations - ordinary resolution

Resolution 14 will authorise the making of political donations and political expenditure. Part 14 of the Companies Act 2006 requires companies to obtain the approval of shareholders before such political donations or expenditure can be made.

Although the Company does not make what were usually regarded as political donations, it may incur expenditure on items such as sponsorship or attendance at political discussions or business liaison events organised by political parties on a non-partisan basis in order to make them aware of industry trends and key arguments affecting the industry in which the Company operates, as well as supporting the work of think tanks. Some of the Company's activities may be caught by the extended definitions of the Companies Act 2006 and this resolution is being proposed on a precautionary basis to allow the Company to continue its current activities. The policy of not giving any cash contribution to political parties or independent election candidates will continue.

Resolutions 15 - Increase in the maximum aggregate fees of Non-executive Directors - ordinary resolution Resolution 15 will authorise an increase in the maximum aggregate fees paid to Non-executive Directors.

This increase is required to reflect the effects of inflation, and the increased number of Non-executive Directors on the Board, since the current maximum was approved in 2015.

Resolutions 16 and 17 - Disapplication of pre-emption rights - special resolutions

The Companies Act 2006 also provides that any allotment of new shares for cash must be made pro rata to individual shareholders' holdings, unless such provisions are disapplied under section 570 of the Companies Act 2006. The authority given to the Directors at the last annual general meeting to allot shares for cash pursuant to section 570 of the Companies Act 2006 expires on the date of this year's AGM.

Resolution 16 will be proposed as a special resolution for the renewal of the Directors' authority to allot equity securities for cash, without first offering them to shareholders pro rata to their holdings. This authority firstly facilitates issues made by way of rights to shareholders which are not strictly in accordance with section 561(1) of the Companies Act, and secondly authorises other allotments of equity securities up to a maximum aggregate nominal amount of £11,209, representing approximately 10 per cent of the current issued ordinary share capital of the Company. This authority also allows the Directors, within the same aggregate limit, to sell for cash shares that may be held by the Company in treasury. Resolution 16 also asks shareholders to grant the Directors authority to allot or sell shares (otherwise than under paragraph (i) of the resolution) up to an aggregate nominal amount of £2,241, which represents approximately two per cent of the current issued ordinary share capital of the Company, to be used only for the purposes of making a follow-on offer to retail investors or existing investors not allocated shares in the offer.

Resolution 17 will be proposed as a special resolution. It will, in addition to any authority granted pursuant to resolution 16 above, give the Directors authority to (i) allot equity securities free of pre-emption rights, up to a nominal value of £11,209, representing an additional 10 per cent of the issued share capital, for transactions which the board determines to be an acquisition or other specified capital investment; and (ii) allot or sell shares up to an aggregate nominal amount of £2,241, which represents approximately two per cent of the current issued ordinary share capital of the Company, to be used only for the purposes of making a follow-on offer to retail investors or existing investors not allocated shares in the offer.

The disapplication authority proposed by resolutions 16 and 17 is in line with institutional shareholder guidance and, in particular, with the Pre-Emption Group's Statement of Principles (the "Pre-Emption Principles").

In November 2022, the Pre-Emption Principles were updated following the Report of the Secondary Capital Raising Review to allow companies to seek an authority to allot:

• no more than 10 per cent of the Company's issued ordinary share capital to be issued on an unrestricted basis (this was previously 5 per cent); and
• no more than an additional 10 per cent (increased from 5 per cent) of issued ordinary share capital to be used for either an acquisition

or specified capital investment, as defined in the guidance.

In addition, a further authority of no more than two per cent in each case can be obtained to be used only for the purposes of making a "follow-on offer" to retail investors and existing shareholders (as described in the guidance) not allocated shares under an issue made under either of the two bullets above.

The Board confirms, in accordance with the Pre-Emption Principles, that to the extent that the authority in paragraph (i) of resolution 17 is used for an issue of ordinary shares in addition to the amount referred to at paragraph (ii) of resolution 16, it intends that it will only be used in connection with an acquisition or specified capital investment which is announced contemporaneously with the issue, or which has taken place in the preceding 12-month period and is disclosed in the announcement of the issue.

The authority sought by the Directors in both resolution 16 and 17 extends the authority to allot shares representing up to a further two per cent of issued ordinary share capital in each case for the purposes of a follow-on offer. The Pre-Emption Principles provide for this as a possible means of enabling smaller and retail shareholders in the Company to participate in a non-pre-emptive equity issue when it may not be possible (for timing or other reasons) for them to participate in a particular placing being undertaken. The Pre-Emption Principles set out the expected features of any such follow-on offer, including in relation to qualifying shareholders, monetary caps on the amount qualifying shareholders can subscribe and the issue price of the shares. The Directors confirm their intention to follow the expected features of any follow-on offer set out in paragraph 3 of Part 2B of the Pre-Emption Principles.

Eurocell plc Annual General Meeting 2023

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The aggregate nominal amount to be allotted under resolutions 16 and 17 combined represents 24 per cent of the issued share capital of the Company as at 31 March 2023, being the latest practicable date prior to the publication of this Notice.

In respect of resolutions 16 and 17, the Directors confirm their intention to follow the provisions Pre-Emption Principles wherever practicable and to follow the shareholder protections set out in paragraph one of Part 2B of the Pre-Emption Principles, including consulting with major shareholders (to the extent reasonably practicable and permitted by law) in advance of the Directors exercising their authority under either resolution 16 and/or resolution 17 to issue shares, except in connection with routine allotments under employee share schemes.

The Directors have no present intention of exercising either of the authorities granted by resolutions 16 or 17 but they consider their grants to be appropriate in order to preserve maximum flexibility in the future.

To reflect best practice, as set out in the Pre-Emption Group's template resolutions published in November 2022, resolutions 16 and 17 are proposed as two separate resolutions.

The authorities granted under resolutions 16 and 17 will expire at the next annual general meeting, or, if earlier, at the close of business on the date falling 15 months after the passing of this resolution.

Resolution 18 - Market purchase of own shares - special resolution

Resolution 18 is for the renewal of the Company's authority to purchase its own shares in the market during the period until the next annual general meeting of the Company for up to 11,209,518 ordinary shares, representing approximately 10 per cent of the issued ordinary share capital of the Company. The price payable shall not be more than 105 per cent of the average market value of an ordinary share in the Company taken from the Daily Official List of London Stock Exchange plc for the five business days immediately preceding the day on which such share is contracted to be purchased and in any event not higher than an amount equal to the higher of the price of the last independent trade of an ordinary share in the Company and the highest current independent bid for an ordinary share in the Company as derived from the Daily Official List of London Stock Exchange plc and not less than 0.1p per share, being the nominal value of the ordinary shares.

It is the Directors' intention only to exercise the authority to purchase the Company's shares for the purpose of employee share schemes or where it would increase the earnings per share of those ordinary shares that are not re-purchased. This power will only be used if the Directors consider that to do so would be in the best interests of shareholders generally. Save to the extent purchased pursuant to the regulations concerning treasury shares, any ordinary shares purchased in this way will be cancelled and the number of shares in issue will be accordingly reduced. The Company may hold in treasury any of its own ordinary shares that it purchases pursuant to the relevant regulations and the authority conferred by this resolution. This would give the Company the ability to re-issue treasury shares quickly and cost effectively and would provide the Company with greater flexibility in the management of its capital base.

This authority will expire at the conclusion of the next annual general meeting, or, if earlier, at the close of business on the date falling 15 months after the passing of this resolution.

As of 31 March 2023, being the last practicable date prior to the publication of this document, options to subscribe for a total of 4,454,305 ordinary shares were outstanding under the Company's employee share schemes representing approximately 4.0% per cent of the issued share capital of the Company at that date. If the existing authority given at the 2022 Annual General Meeting and the authority sought by this resolution were to be exercised in full, these would represent 5.0% per cent of the issued share capital of the Company.

Resolution 19 - Calling general meetings on 14 clear days' notice - special resolution

Section 307A of the Companies Act 2006 provides that a general meeting of a "traded company" must be called by at least 21 days' notice but may be called by at least 14 days' notice if three conditions are met.

The three conditions are that:

1. the meeting is not an annual general meeting;
2. the company offers "the facility for shareholders to vote by electronic means accessible to all shareholders". This condition is met if there is a facility to appoint a proxy by means of a website; and
3. shareholders have approved the holding of general meetings on 14 clear days' notice by passing a special resolution at the previous annual general meeting or at a general meeting held since then.

The Directors consider it desirable that they have the option to call general meetings of the Company, other than the annual general meeting, on at least 14 clear days' notice if there are circumstances where that is appropriate. If passed, Resolution 19 will implement this proposal and the authority of this resolution will expire at the conclusion of the next annual general meeting.

Action to be taken

You are requested to complete and return the Form of Proxy in accordance with the instructions printed on it so that it arrives no later than 10.30am on 9 May 2023. Shareholders may also submit Proxy Forms through CREST, where applicable, in accordance with the instructions in the Notice of AGM.

Recommendation

The Board considers the resolutions to be proposed at the AGM to be in the best interests of the Company and its shareholders as a whole. The Directors unanimously recommend that you vote in favour of the resolutions as they intend to do in respect of their own beneficial holdings.

Yours sincerely,

Derek Mapp

Chair

4 Eurocell plc Annual General Meeting 2023

EUROCELL PLC ('THE COMPANY')

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at Eurocell Head Office and Distribution Centre, High View Road, Alfreton, Derbyshire DE55 2DT on 11 May 2023 at 10.30am to consider and, if thought fit, pass resolutions 1 to 15 as ordinary resolutions and resolutions 16 to 19 as special resolutions.

ORDINARY RESOLUTIONS

Reports and Accounts

1. To receive and adopt the accounts for the year ended 31 December 2022, together with the Reports of the Directors and of the Auditors thereon.

Dividend

2. To declare a final dividend for the year ended 31 December 2022 of 7.2p per ordinary share, to be paid on 17 May 2023 to members whose names appear on the register of members at the close of business on 21 April 2023.

Auditors

1. To re-appoint PricewaterhouseCoopers LLP as auditors to the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company.
2. To authorise the Audit and Risk Committee of the Company to determine the remuneration of the auditors of the Company.

Directors' remuneration

5. To approve the Directors' Remuneration Report for the year ended 31 December 2022 (other than Part A which is a summary of the Company's remuneration policy) as set out in the Company's Annual Report and Accounts for the year ended 31 December 2022.

Directors

1. To elect as a Director Derek Mapp, who retires in accordance with Article 112 of the Company's Articles of Association.
2. To elect as a Director Iraj Amiri, who retires in accordance with Article 112 of the Company's Articles of Association.
3. To elect as a Director Alison Littley, who retires in accordance with Article 112 of the Company's Articles of Association.
4. To elect as a Director Kate Allum, who retires in accordance with Article 112 of the Company's Articles of Association.
5. To re-elect as a Director Frank Nelson, who retires in accordance with Article 112 of the Company's Articles of Association.
6. To re-elect as a Director Michael Scott, who retires in accordance with Article 112 of the Company's Articles of Association.
7. To elect as a Director Darren Waters, who retires in accordance with Article 112 of the Company's Articles of Association.

Directors' authority to allot shares

13. That, the Board be and it is hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (in substitution for any existing authority to allot shares):

1. subject to and in accordance with Article 15 of the Articles of Association of the Company, 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 £37,365; and further
2. to exercise all powers of the Company to allot equity securities (within the meaning of section 560 of the said Act) in connection with a fully pre-emptive offer in favour of ordinary shareholders where the equity securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them up to an aggregate nominal amount of £37,365,

provided that such authority shall expire at the end of the next annual general meeting of the Company after the passing of this resolution (or, if earlier, at the close of business on the date falling 15 months after the passing of this resolution), save that the Company may before such expiry make an offer or agreement which would or might require such shares to be allotted or rights to subscribe for or convert securities into shares to be granted after such expiry, and the Board may allot shares and grant rights to subscribe or convert securities into shares in pursuance of such offer or agreement as if the authority conferred by this resolution had not expired.

Political donations

14. That, the Company be authorised to make donations to political parties, to independent election candidates and to political organisations and to incur political expenditure (in each case as defined in Part 14 of the Companies Act 2006) not exceeding £100,000 in total during the period of one year beginning on the date of the 2023 Annual General Meeting.

Fees of Non-executive Directors

15. That, in accordance with Article 98 of the Articles of Association of the Company, the maximum aggregate fees paid to Non-executive Directors be increased to £500,000 per annum.

Eurocell plc Annual General Meeting 2023

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