Gresham Technologies : 2023 Notice of 2023 AGM

Notice of Annual General Meeting 2023

Gresham Technologies plc

Incorporated and registered in England and Wales. Registered number 1072032.

This document is important and requires your immediate attention.

If you are in any doubt about the contents of this notice and/or the action you should take, you should immediately consult your stockbroker, bank, solicitor, accountant, fund manager or other appropriate independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, another appropriately authorised independent financial adviser in your own jurisdiction.

If you have sold or otherwise transferred all of your ordinary shares in Gresham Technologies plc (or will have sold or transferred all such shares prior to the AGM), please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer, for onward transmission to the purchaser or transferee.

Contents and key dates

Contents	Page
Notice of Annual General Meeting	2
Explanatory notes to the resolutions	5
Shareholder notes	7
Key dates
Date of Notice	3 April 2023
Latest time and date for receipt of proxy forms	10.00 am on 19 May 2023
Annual General Meeting	10.00 am on 23 May 2023

Gresham Technologies plcNotice of Annual General Meeting 2023

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Notice of Annual General Meeting 2023

Gresham Technologies plc

Incorporated and registered in England and Wales. Registered number 1072032.

Notice of the Annual General Meeting of Gresham Technologies plc (the "Company") to be held at the offices of Blake Morgan LLP, 6 New Street Square, London EC4A 3DJ at 10.00 a.m. on Tuesday, 23 May 2023 (the "AGM").

Meeting arrangements

The Board is keen to welcome shareholders in person to the Company's 2023 Annual General Meeting. However, shareholders

who are either not able or who would prefer not to attend the meeting in person will be able to follow the meeting using the online Investor Meet Company ("IMC") platform. Shareholders who are not already registered to the IMC platform will need to register withIMC, for which there is no charge, and add "to meet" Gresham Technologies plc to register attendance, using the following link:

https://investormeetcompany.com/gresham-technologies-plc/register-investor.

Advance registration to attend the meeting in this manner is required. Shareholders who have already registered to the IMC platform will be able to add to meet the Company to register attendance at the AGM.

Questions relating to the business to be conducted at the AGM can be submitted ahead of the meeting via the IMC dashboard or at any time during the meeting via the "Ask a Question" function. Alternatively, questions may be submitted at least 48 hours in advance of the Annual General Meeting via an email sent to [e-mail].

Although the Company may not be in a position to answer every question it receives, it will endeavour to address the most prominent within the confines of information already disclosed to the market. Responses to the Q&A will be published at the earliest opportunity on the IMC platform. Shareholder feedback can also be submitted directly after the meeting to ensure the Company is in a position to understand the views of all shareholders.

Proxies and voting

Votes will be taken at the AGM on a poll but the online IMC platform will not include a facility for attendees to vote live. Accordingly, whether or not you propose to attend the meeting in person, shareholders are encouraged to appoint the Chair of the meeting

(or their own choice of person) as their proxy (either electronically or by post) with their voting instructions. This will ensure that your vote is counted on the poll vote to be taken at the meeting if you do not attend the meeting in person.

A proxy form for use in relation to the meeting is enclosed for this purpose. You are requested to complete, sign and return the proxy form in accordance with the instructions printed on it either, by post to Equiniti, Aspect House, Spencer Road, Lancing BN99 6DA or (as directed in the form) by authenticated email sent to [e-mail] as soon as possible but, in any event, so as to be received by no later than 10.00 a.m. on Friday 19 May 2023. Shareholders are reminded that, if their ordinary shares are held in the name of a nominee, only that nominee may submit a proxy vote. Institutional investors are also able to appoint a proxy electronically via the Proxymity platform. For further information, please go to www.proxymity.io.

The completion and return of a proxy form will not prevent you from attending the Annual General Meeting and voting in person if you wish to do so.

2 Gresham Technologies plcNotice of Annual General Meeting 2023

Notice of Annual General Meeting 2023

Notice is hereby given that the Annual General Meeting of Gresham Technologies plc (the "Company") will be held at the offices of Blake Morgan LLP, 6 New Street Square, London EC4A 3DJ at 10.00 a.m. on Tuesday 23 May 2023 for the following purposes:

Ordinary business

To consider and, if thought fit, pass the following resolutions 1 to 12 (inclusive) as ordinary resolutions:

1. To receive the Company's financial statements together with the reports of the directors and the auditor for the year ended 31 December 2022.
2. To declare a final dividend of 0.75 pence per ordinary share of the Company in respect of the year ended 31 December 2022.
3. To approve the directors' remuneration report for the year ended 31 December 2022.
4. To approve the directors' remuneration policy applicable for the period commencing 1 January 2023.
5. To re-appoint BDO LLP as auditor of the Company to hold office from the conclusion of the meeting until the conclusion of the next general meeting at which the accounts are laid before members.
6. To authorise the directors to agree the remuneration of the auditor of the Company.
7. To re-elect Peter Simmonds as a director.
8. To re-elect Jennifer Knott as a director.
9. To re-elect Ruth Wandhöfer as a director.
10. To re-elect Andrew Balchin as a director.
11. To re-elect Ian Manocha as a director.
12. To re-elect Thomas Mullan as a director.

Special business

To consider and, if thought fit, pass the following resolutions of which resolution 13 will be proposed as an ordinary resolution and resolutions 14 to 17 (inclusive) will be proposed as special resolutions:

Ordinary resolutions

13. To generally and unconditionally authorise the directors for the purposes of section 551 of the Companies Act 2006 (the "Act") to allot shares (or to grant rights to subscribe for or to convert any security into shares) in the Company:

1. up to a maximum nominal amount of £1,390,824 (such amount to be reduced by the nominal amount (if any) allotted or granted under paragraph (b) below in excess of such amount); and
2. comprising equity securities (as defined in section 560(1) of the Act) up to a maximum nominal amount of £2,781,648 (such amount also to be reduced by any allotments or grants made under paragraph (a) above) where such securities have been offered by way of a rights issue to holders of ordinary shares in proportion (as nearly as practicable) to their existing holdings of shares on the record date for such allotment, but subject to the directors having a right to make such exclusions or other arrangements in connection with the offer as they consider necessary or appropriate to deal with treasury shares, equity securities representing fractional entitlements, record dates and/or legal, regulatory or practical difficulties arising underthe laws of, or the requirements of any recognised regulatory body or stock exchange in, any territory or any other matter whatsoever.

Such authorities, unless previously renewed, extended, varied or revoked by the Company in general meeting, shall both expire on the earlier of the date falling 15 months after the passing of this resolution and the conclusion of the Annual General Meeting of the Company to be held in 2024, provided that the Company may, prior to the expiry of such period, make an offer or agreement which would or might require shares in the Company to be allotted or rights to be granted after such expiry and the directors may allot shares, or grant rights to subscribe for or to convert any security into shares, pursuant to such offer or agreement notwithstanding the expiry of the authority given by this resolution.

Special resolutions

14. To generally empower the directors of the Company pursuant to sections 570 and 573 of the Act to allot equity securities (as defined in section 560(1) of the Act) which are the subject of the authority granted by resolution 13 above, and/or to sell ordinary shares held by the Company as treasury shares, for cash, as if section 561(1) of the Act did not apply to any such allotment or sale, such authority being limited to:

1. the allotment of equity securities or sale of treasury shares for cash in connection with or pursuant to an offer of, or invitation to acquire, such securities (but in the case of the authorisation granted under resolution 13(b) above, by way of a rights issue only) to holders of ordinary shares in proportion (as nearly as practicable) to their existing holdings of shares on the record date for such allotment, but subject to the directors having a right to make such exclusions or other arrangements in connection with the offer as they consider necessary or appropriate to deal with treasury shares, equity securities representing fractional entitlements, record dates and/or legal, regulatory or practical difficulties arising under the laws of, or the requirements
   of any recognised regulatory body or stock exchange in, any territory or any other matter whatsoever;
2. the allotment of equity securities or sale of treasury shares under resolution 13(a) above up to a maximum nominal amount of £417,247 otherwise than pursuant to paragraph (a) above; and

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