FD Technologies : Notice of General Meeting 2022

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all of your shares in FD Technologies Plc, please forward this document, together with the accompanying documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

FD Technologies plc

(incorporated and registered in Northern Ireland under number NI030731)

Notice of Annual General Meeting

Notice of the Annual General Meeting of the Company to be held at the offices of the Company, 3 Canal Quay, Newry BT35 6BP, on Thursday 7 July 2022 at 2.30 pm is set out at the end of this circular.

Whether or not you propose to attend the Annual General Meeting, please complete and submit a proxy form in accordance with the instructions printed on the enclosed form. The proxy form must be received not less than 48 hours before the time of the holding of the Annual General Meeting.

Notice of Meeting 2022

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Notice of Meeting 2022

Notice of Annual General Meeting

Notice is hereby given that the 26th Annual General Meeting of FD Technologies plc (the "Company") will be held at the offices of the Company, 3 Canal Quay, Newry BT35 6BP, on Thursday, 7 July 2022 at 2.30pm to consider and, if thought fit, pass the resolutions 1 to 11 inclusive below as Ordinary Resolutions and Resolutions 12 to 15 inclusive as Special Resolutions. The proposed Ordinary Resolutions will be passed if more than 50% of the votes cast are in favour and the proposed Special Resolutions will be passed if at least 75% of the votes cast are in favour.

Ordinary business

1. To receive the Directors' Report, Statement of Accounts and Independent Auditor's Report thereon for the year ended 28 February 2022.
2. To approve the Directors' Remuneration Report for the year ended 28 February 2022.
3. To reappoint Seamus Keating as a Director of the Company.
4. To reappoint Virginia Gambale as a Director of the Company.
5. To reappoint Donna Troy as a Director of the Company.
6. To reappoint Ryan Preston as a Director of the Company.
7. To appoint Usama Fayyad as a Director of the Company.
8. To reappoint Thomas Seifert as a Director of the Company.
9. To reappoint Ayman Sayed as a Director of the Company.
10. To reappoint Deloitte (NI) Limited, 19 Bedford Street, Belfast BT2 7EJ, as auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the Company and to authorise the Directors to determine their remuneration.
11. To approve the amendments to the rules of the FD Technologies Share Option Scheme (the "Plan") as described in the Explanatory Notes to this Notice of Meeting and to authorise the Directors to:
12. 1. do all such other acts and things as they may consider appropriate to implement the amended plan; and
    2. establish further plans based on the Plan but modified to take account of local tax, exchange controls or securities laws outside the UK, provided that any new issue or treasury shares made available under such further plans are treated as counting against the plan limits approved in 2016 as set out in the Plan.

Special business

1. That in substitution for all existing and unexercised authorities, the Directors of the Company be, and they are hereby generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 (the "Act") to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company ("Rights"), up to an aggregate nominal value of £46,430 such authority to expire on the earlier of:
2. 1. the date falling 15 months after the date of passing of this resolution; or
   2. the conclusion of the next Annual General Meeting of the Company but so that the Company may, before such expiry, make an offer or agreement as if such authority has not expired and the Directors shall be entitled to allot shares and grant Rights pursuant to any such offers or agreements as if this authority had not expired.
3. That in substitution for all existing and unexercised authorities and subject to the passing of the immediately preceding resolution, the Directors of the Company be and they are hereby empowered pursuant to Section 570 and Section 573 of the Act to allot equity securities (as defined in Section 560 of the Act) for cash pursuant to the authority conferred by the preceding resolution (as if Section 561(1) of the Act did not apply to any such allotment) provided that the power conferred by this resolution, unless previously revoked or varied by special resolution of the Company in general meeting, shall be limited:
4. 1. to the allotment of equity securities in connection with a rights issue in favour of ordinary shareholders where the equity securities respectively attributable to the interest of all such shareholders are proportionate (as nearly as may be) to the respective numbers of ordinary shares held by them subject only to such exclusions or other arrangements as the Directors of the Company may consider appropriate to deal with fractional entitlements or legal and practical difficulties under the laws of, or the requirements of any recognised regulatory body in, any territory; and
   2. to the allotment (otherwise than pursuant to sub-paragraph 14(a) above) of equity securities up to an aggregate nominal amount of £6,964 representing approximately 5% of the current issued share capital of the Company,

and in each case shall expire on the date of the next Annual General Meeting of the Company or (if earlier) 15 months from the date of the passing of this resolution save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.

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1. That, in accordance with the Act, the Company be generally and unconditionally authorised to make market purchases (as defined in Section 693(4) of the Act) of ordinary shares of the Company provided that:
2. 1. the maximum aggregate number of ordinary shares which may be purchased shall be such number as represents 10% of the aggregate nominal amount of the Company's issued ordinary share capital as at the date of the passing of this resolution;
   2. the minimum price which may be paid for each ordinary share shall not be less than the nominal value of such ordinary share at the time of the purchase (exclusive of all expenses);
   3. the maximum price, exclusive of any expenses, which may be paid for any ordinary share shall be the higher of:
   4. 1. an amount equal to 105% of the average of the middle market quotations for the Company's ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the date on which such shares are contracted to be purchased; and
      2. the higher of the price of the last independent trade and the highest current bid on AIM as stipulated by Article 5(1) of the Buy-back and Stabilisation Regulation (EC No. 2273/2003); and
   5. the authority conferred by this resolution shall, unless renewed prior to such time, expire on the date falling 15 months after the passing of this resolution or, if earlier, at the conclusion of the next Annual General Meeting of the Company save that the Company may, before such expiry, enter into a contract of purchase under which such purchase may be completed or executed wholly or partly after the expiry of this authority.
3. That a general meeting of the members of the Company shall be called on not less than 14 clear days' notice in writing, such authority to expire on the earlier of the date falling 15 months after the date of passing of this resolution and the next Annual General Meeting of the Company, but so that the Company may, before such expiry, issue a notice for a general meeting to be held after such expiry as if such authority has not expired .

By order of the Board

John Kearns
Company Secretary	Registered office:
8 June 2022	3 Canal Quay, Newry
County Down
	BT35 6BP

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Notice of Meeting 2022

Notes

Proxies

1. A member entitled to attend and vote at this meeting is entitled to appoint one or more proxies to attend, speak and vote in his/her stead. A proxy need not be a member of the Company. A proxy form is enclosed with this notice. You can only appoint a proxy using the procedures set out in these notes, the notes to the proxy form and the Company's Articles of Association. To be valid, proxy forms must be lodged at the registered office of the Company, 3 Canal Quay, Newry, BT35 6BP, not less than 48 hours before the time of the meeting.
2. The completion and return of a proxy will not prevent a member from attending and voting in person at the meeting if so desired.

Nominated Persons

1. Any person to whom this notice is sent who is a person nominated under Section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
2. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 and 2 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.

Entitlement to attend and vote

5. To be entitled to attend and vote at the Annual General Meeting (and for the purpose of determination by the Company of the number of votes they may cast) members must be entered in the Company Register of Members by 2.30 pm on 5 July 2022 or, if the meeting is adjourned, at 10.00 am on the day two days prior to the adjourned meeting.

Issued share capital and total voting rights

6. As at 8 June 2022, being the latest practicable date prior to the publication of this notice, the Company's issued share capital comprised 27,858,354 ordinary shares of 0.005p each. Each ordinary share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at 8 June 2022 is 27,858,354.

Website publication of audit concerns

7. Shareholders should note that it is possible that, pursuant to requests made by shareholders of the Company under Section 527 of the Companies Act 2006, the Company may be required to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the Auditor's Report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Companies Act 2006. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under Section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under Section 527 of the Companies Act 2006 to publish on a website.

Corporate representatives

8. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a member provided that no more than one corporate representative exercises powers over the same share.

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9. To facilitate voting by corporate representatives at the meeting, arrangements will be put in place at the meeting so that:

1. if a corporate shareholder has appointed the Chairman of the meeting as its corporate representative with instructions to vote on a poll in accordance with the directions of all the other corporate representatives for that shareholder at the meeting, then on a poll those corporate representatives will give voting directions to the Chairman and the Chairman will vote (or withhold a vote) as a corporate representative in accordance with those directions; and
2. if more than one corporate representative for the same corporate shareholder attends the meeting but the corporate shareholder has not appointed the Chairman of the meeting as its corporate representative, a designated corporate representative will be nominated, from those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that designated corporate representative.

Corporate shareholders are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives (www.icsa.org.uk) for further details of this procedure. The guidance includes a sample form of representation letter if the Chairman is being appointed as described above.

Documents available for inspection

10. Copies of the Executive Directors' contracts of service together with the engagement letters of the Non-Executive Directors, the register of Directors' (and their families') interests in the share capital of the Company and the Articles of Association are available for inspection at the registered office of the Company during usual business hours and will be available for inspection at the Annual General Meeting from 9.15 am until the conclusion of the meeting.

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