Genuit : Notice of Annual General Meeting 2022

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT CONTAINS THE RESOLUTIONS TO BE VOTED ON AT THE COMPANY'S ANNUAL GENERAL MEETING TO BE HELD ON 19 MAY 2022.

If you are in any doubt as to what action you should take, you are recommended to seek your own advice from an appropriate professional adviser who is authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your Ordinary Shares in Genuit Group plc (the "Company"), please send this document as soon as possible to the purchaser or transferee or to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Genuit Group plc

(Incorporated and registered in England and Wales with no. 06059130)

NOTICE OF ANNUAL GENERAL MEETING

The eighth Annual General Meeting ("AGM") of the Company will be held on Thursday 19 May 2022 at the Leeds Marriott Hotel, Trevelyan Square, Leeds, LS1 6ET, United Kingdom at 10.30am.

In order to be valid, your votes must be cast either online, via the LinkVote+ app, or by completing and returning a hard copy Form of Proxy, by no later than 10.30am on Tuesday 17 May 2022.

Dear Shareholder,

Notice of Annual General Meeting

The AGM is an important event in our corporate calendar and is the Board's opportunity to engage with shareholders and to listen and respond to your questions.

The formal Notice of Meeting is on pages 4 to 5. An explanation of each of the resolutions to be proposed at the AGM is set out on pages 6 to 8. In order to make voting easier for shareholders, reduce our environmental impact and to make a cost saving, the Company does not provide a paper Form of Proxy for its AGM and, accordingly, you are requested to vote online instead. You can vote by logging on to our registrar's website atwww.signalshares.comand following the instructions, vote via the LinkVote+ app, or you may request a hard copy Form of Proxy directly from our Registrars (contact details are set out on page 9). If you have requested a printed copy of the 2021 Annual Report and Accounts, this is also enclosed.

If you requested to receive the 2021 Annual Report and Accounts electronically or did not return the election letter previously sent to you, please accept this letter as notification that the 2021 Annual Report and Accounts has now been published on our website atwww.genuitgroup.com.

Your vote is important to us. The Board requests shareholders to vote on all resolutions by completing and submitting an online Form of Proxy. Further details of how to vote by proxy or via the LinkVote+ app are set out in the Administrative Notes in connection with the AGM on pages 9 to 11. In order to be valid, your votes must be cast either online, or by completing and returning a hard copy Form of Proxy, by no later than 10.30am on Tuesday 17 May 2022.

Questions and Answers

Shareholders can also submit any specific questions on the business of the AGM and resolutions to the Board in advance of and during the AGM by email [e-mail] no later than 5.00pm on 18 May 2022. We will consider all questions received and, if appropriate, address them immediately following the formal business of the AGM. Where it is not possible to answer any of the questions submitted prior to and during the AGM (for example, due to time constraints), the Directors will endeavour, where appropriate, to answer such questions by publishing responses on the Company's website atwww.genuitgroup.comas soon as practicable following the AGM.

The results of the AGM will be published via a regulatory news service as soon as possible after the meeting and published on our website.

Recommendation

Your Directors believe that the resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole and we unanimously recommend that you vote in favour of them, as we propose to do in respect of our own shareholdings.

The Directors and I look forward to meeting as many of you as possible at the AGM and we thank you for your continued support.

Yours faithfully

Ron Marsh Chairman

Notice of 2022 Annual General Meeting

Notice is hereby given that the Annual General Meeting ("AGM") of Genuit Group plc (the "Company") will be held at Leeds Marriott Hotel, Trevelyan Square, Leeds, LS1 6ET, United Kingdom on Thursday 19 May 2022 at 10.30am. At the AGM, you will be asked to consider and vote on the resolutions below. Resolutions 1 to 15 will be proposed as ordinary resolutions and resolutions 16 to 19 will be proposed as special resolutions.

ORDINARY RESOLUTIONS

Resolution 1

To receive the Company's financial statements for the year ended 31 December 2021 together with the Directors' Report and the Auditor's Report on these accounts (the "2021 Annual Report and Accounts").

Resolution 2

To approve the Annual Statement by the Chair of the Remuneration Committee and the Annual Report on Remuneration for the year ended 31 December 2021, set out on pages 92 to 95 and 105 to 116 of the 2021 Annual Report and Accounts.

Resolution 3

To declare a final dividend of 8.2 pence per ordinary share of £0.001 each in the Company ("Ordinary Share") for the year ended 31 December 2021.

Resolution 4

To elect Mr Joe Vorih as a Director of the Company.

Resolution 5

To elect Mr Matt Pullen as a Director of the Company.

Resolution 6

To re-elect Mr Paul James as a Director of the Company.

Resolution 7

To re-elect Mr Ron Marsh as a Director of the Company.

Resolution 8

To re-elect Mr Mark Hammond as a Director of the Company.

Resolution 9

To re-elect Mr Kevin Boyd as a Director of the Company.

Resolution 10

To re-elect Ms Louise Hardy as a Director of the Company.

Resolution 11

To re-elect Ms Lisa Scenna as a Director of the Company.

Resolution 12

To re-elect Ms Louise Brooke-Smith as a Director of the Company.

Resolution 13

To reappoint Ernst & Young LLP as auditor of the Company, to hold office until the conclusion of the next AGM of the Company.

Resolution 14

To authorise the Audit Committee of the Company to determine the auditor's remuneration.

Resolution 15

THAT the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot shares in the Company and grant rights to subscribe for or to convert any security into shares in the Company (together 'relevant securities') up to an aggregate nominal amount of £165,446.18 comprising:

• (a) an aggregate nominal amount of £82,723.09 (whether in connection with the same offer or issue as under (b) below or otherwise); and

• (b) an aggregate nominal amount of £82,723.09, in the form of equity securities (within the meaning of section 560(1) of the Act) in connection with an offer or issue by way of rights, open for acceptance for a period fixed by the Directors, to holders of Ordinary Shares (other than the Company) on the register on any record date fixed by the Directors in proportion (as nearly as may be) to the respective number of Ordinary Shares deemed to be held by them, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever.

This authority shall expire (unless renewed, varied or revoked by the Company in general meeting) on the earlier of fifteen months from the date this resolution is passed or the conclusion of the AGM of the Company to be held in 2023, except that the Company may before such expiry make any offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities pursuant to any such offer or agreement as if such authority had not expired.

SPECIAL RESOLUTIONS

Resolution 16

THAT, subject to the passing of resolution 15, the Directors be authorised pursuant to sections 570 and 573 of the Act to allot equity securities (as defined in section 560(1) of the Act) for cash under the authority given by that resolution and/or to sell Ordinary Shares held by the Company as treasury shares for cash pursuant to section 727 of the Act, in each case as if section 561(1) of the Act did not apply to any such allotment or sale, provided that such authority be limited to:

• (a) any such allotment and/or sale of equity securities in connection with an offer or issue by way of rights or other pre-emptive offer or issue, open for acceptance for a period fixed by the Directors, to holders of Ordinary Shares (other than the Company) on the register of any record date fixed by the Directors in proportion (as nearly as may be practicable) to the respective numbers of Ordinary Shares deemed to be held by them, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever; and

• (b) the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount of £12,408.46.

This authority shall expire, unless previously revoked or renewed by the Company in general meeting, at such time as the general authority conferred on the Directors by resolution 15 above expires, except that the Company may at any time before such expiry make any offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the Directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.

Resolution 17

THAT, subject to the passing of resolution 15, the Directors be authorised pursuant to sections 570 and 573 of the Act and in addition to any authority granted under resolution 16, to allot equity securities (as defined in section 560(1) of the Act) for cash under the authority given by that resolution and/or to sell Ordinary Shares held by the Company as treasury shares for cash pursuant to section 727 of the Act, in each case as if section 561(1) of the Act did not apply to any such allotment or sale, such authority to be:

• (a) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £12,408.46; and

• (b) used only for the purpose of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice.

This authority shall expire, unless previously revoked or renewed by the Company in general meeting, at such time as the general authority conferred on the Directors by resolution 16 above expires, except that the Company may at any time before such expiry make any offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the Directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.

Resolution 18

To authorise the Company generally and unconditionally to make market purchases (as defined in section 693(4) of the Act) of its Ordinary Shares provided that in doing so it:

• (a) purchases no more than 37,200,575 Ordinary Shares in aggregate;

• (b) pays not less than £0.001 (excluding expenses) per Ordinary Share; and

• (c) pays a price per share that is not more (excluding expenses) per Ordinary Share than the higher of: (i) 5% above the average of the middle market quotations for the Ordinary Shares as derived from the London Stock Exchange Daily Official List for the five business days immediately before the day on which it purchases that share; and (ii) the value of each Ordinary Share on the basis of the higher of the price quoted for: (a) the last independent trade of; and (b) the highest current independent bid, for an Ordinary Share on the trading venue where the purchase is carried out at the relevant time, including when the Ordinary Shares are traded on different venues.

This authority shall expire fifteen months after the date of the passing of this resolution or, if earlier, at the conclusion of the AGM of the Company to be held in 2023, except that the Company may, if it agrees to purchase Ordinary Shares under this authority before it expires, complete the purchase wholly or partly after this authority expires.

Resolution 19

To authorise the Directors to call a General Meeting of the Company, other than an AGM, on not less than 14 clear days' notice.

The Directors believe that the proposals in resolutions 1 to 19 are in the best interests of shareholders as a whole and they unanimously recommend that you vote in favour of all the resolutions.

By order of the Board

Emma Versluys	Registered Office:
Group Legal Counsel & Company Secretary	Genuit Group plc
19 April 2022	4 Victoria Place
Holbeck
Leeds
LS11 5AE