Hyve : AGM Notice of Meeting 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own personal financial advice from a stockbroker, solicitor, accountant, or other independent appropriate financial advisor authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in Hyve Group plc, please forward this document, together with the accompanying form of proxy, 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.

Hyve Group plc

Notice of Annual General Meeting 1 February 2023

(Incorporated and registered in England and Wales under number 01927339)

Letter from the Group Chairman

Registered Office:

2 Kingdom Street London

W2 6JG

3 January 2023

To the holders of ordinary shares in Hyve Group plc (the Company)

Notice of Annual General Meeting

Dear Shareholder,

The annual general meeting of the Company (the Annual General Meeting) is to be held on Wednesday 1 February 2023 at 9.00 a.m. at the Hyve Group plc offices, 2 Kingdom Street, London, W2 6JG. The formal notice of the Annual General Meeting follows this letter (the Notice). As you will see from the Notice, there are a number of items of business to be considered and I am writing to you to explain their purpose. The Board has taken the decision not to declare any dividends for FY22 and the decision to make dividend declarations in future periods will remain under review; therefore there is no resolution seeking approval of a final dividend payment.

At the time of printing, there are no restrictions in place that would prevent shareholders from physically attending the Annual General Meeting. However, we request that if you have symptoms and/or have tested positive for Covid-19 you do not attend in person. If you are intending to attend in person please pre-register by emailing ir@ hyve.group by 9.00am on Monday 30 January 2023 and putting 'AGM attendance' in the subject heading.

We encourage shareholders to submit questions ahead of the meeting. To that end, please send an email with questions relating to the business of the meeting to: [e-mail] with 'AGM' in the subject heading.

Ordinary Resolutions

The following resolutions will be proposed as ordinary resolutions at the Annual General Meeting. This means that for each of those resolutions to be passed, more than half the votes cast must be in favour of the resolution.

Resolution 1 (Annual Report and Accounts)

This resolution is to receive and adopt the Company's annual accounts, together with the Strategic Report and the Reports of the Directors of the Company (the Directors) and the auditors of the Company (the Auditors) for the financial year ended 30 September 2022 (the 2022 Annual Report and Accounts). The 2022 Annual Report and Accounts are available on the Company's website (hyve.group). If you have elected to receive correspondence in hard copy, then a copy of the 2022 Annual Report and Accounts will accompany this document.

Resolutions 2-6 (retirement and appointment/reappointment of Directors)

The Company's Articles of Association provide that one-third of the Board of Directors (the Board) are required to retire by rotation each year and that the Directors who are to retire are those who have been Directors for the longest period of time since they were last elected or re-elected by shareholders.

However, the Board has decided that, in accordance with the UK Corporate Governance Code, all Directors will retire at the Annual General Meeting and offer themselves for re-election or election if the appointment has taken place during the year.

A formal evaluation of the Board's performance and that of each individual Director was carried out during the year, following which the Nomination Committee confirmed that all the Directors seeking re-election and election continue to make positive and effective contributions to the Board and the committees they sit on and that they demonstrate commitment to their roles.

Biographical details of the Directors can be found on pages 75 and 76 of the 2022 Annual Report and Accounts and in the Appendix to this document.

Resolutions 7 and 8 (appointment and remuneration of Auditors) The Audit Committee, which has evaluated the effectiveness and independence of the external auditors, has recommended to the Board that BDO LLP be proposed for reappointment. Resolution 7 seeks shareholder approval to reappoint BDO LLP as the Auditors. In accordance with normal practice, Resolution 8 seeks authority for the Directors' to fix the Auditors' remuneration.

Resolution 9 (Remuneration Report)

The purpose of Resolution 9 is to seek the approval of the Directors' Remuneration Report for the financial year ended 30 September 2022. The report is set out on pages 96 to 127 of the 2022 Annual Report and Accounts. This resolution is advisory in nature and no individual Director's remuneration is dependent on it.

Resolution 10 (authority to allot shares)

The purpose of Resolution 10 is to renew the Directors' power to allot shares.

The authority in paragraph (a) of Resolution 10 would give the Directors the authority to allot shares in the Company and grant rights to subscribe for or convert any security into shares in the Company up to an aggregate nominal value of £9,721,363. This represents approximately one-third of the ordinary share capital of the Company in issue (excluding treasury shares) at 30 December 2022 (being the latest practicable date prior to publication of this Notice).

In addition, in line with guidance issued by the Investment Association (IA) on the expectations of institutional investors paragraph (b) of Resolution 10 would give the Directors the authority to allot shares in the Company in connection with a rights issue in favour of ordinary shareholders up to a further aggregate nominal value of £9,721,363. This amount represents approximately one-third (in aggregate two-thirds) of the ordinary share capital of the Company in issue (excluding treasury shares) at 30 December 2022 (being the latest practicable date prior to publication of this Notice).

The authority under this resolution will expire on the earlier of (i) the conclusion of the Company's next Annual General Meeting and (ii) 30 March 2024.

As at the date of this Notice the Company does not hold any Ordinary Shares in treasury.

02 Hyve Group plc Notice of General Meeting 2023

Resolution 11 (Directors' Fees)

Article 98 of the Company's Articles of Association states that the aggregate fees paid to Directors (excluding amounts payable under any other Article) shall not exceed £450,000 per annum (excluding any sums payable under Directors' service contracts and options held by Directors) or such higher amount as may from time to time be determined by ordinary resolution of the Company. It is the Board's intention to appoint at least two additional Non-Executive Directors before the Annual General Meeting in 2024 which will result in this aggregate amount being exceeded, which is why the Board requests that the limit be increased to £600,000 per annum.

Special Resolutions

The following resolutions will be proposed as special resolutions at the Annual General Meeting. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolutions 12 and 13 (statutory pre-emption rights)

If the Directors wish to allot new shares or other equity securities or sell treasury shares for cash (other than in connection with an executive or employee share scheme), company law requires that these shares are offered first to shareholders in proportion to their existing holdings. The statutory pre-emption rights may be disapplied by shareholders.

The purpose of Resolution 12 is to authorise the Directors to allot new shares and other equity securities of the Company or sell shares held in treasury for cash: (a) in connection with a rights issue or other pre-emptive offer;

1. otherwise than pursuant to (a) up to an aggregate nominal value of £2,916,408 in each case without first making an offer under company law to existing shareholders in proportion to their existing holdings; and (c) otherwise than pursuant to (a) and (b), 20% of the amount referred to in (b) for the purposes of making a follow-on offer. The limit of £2,916,408 is equivalent to 10% of the total issued ordinary share capital of the Company (excluding treasury shares) as at 30 December 2022, being the latest practicable date prior to publication of this Notice.

Resolution 13 is being proposed as a separate resolution to authorise the Directors to allot additional shares and other equity securities or sell shares held in treasury for cash up to a maximum nominal value of £2,916,408 (representing a further 10% of the issued ordinary share capital of the Company (excluding treasury shares) as at 30 December 2022, being the latest practicable date prior to publication of this Notice) otherwise than in connection with a pre-emptive offer to existing shareholders (the "Acquisition/SCI Disapplication"). This authority is limited to allotments and sales for the purposes of financing acquisitions or specified capital investments contemplated by the Pre-emption Group's Statement of Principles (the Pre-Emption Group Principles) or refinancing any such acquisition or investment within six months after the original transaction. The Directors intend to use this authority only in connection with an acquisition or specified capital investment which is announced contemporaneously

with the issue or which has taken place in the preceding six-month period and is disclosed in the announcement of the issue. The resolution also disapplies pre-emption rights in relation to a further 20% of the Acquisition/SCI Disapplication for the purposes of making a follow-on offer.

These disapplication authorities are in line with institutional shareholder guidance, in particular the Pre-Emption Group Principles. The Directors believe that it is appropriate to seek the additional 10% authority in Resolution 13 to give the Company the flexibility that this resolution affords to raise further equity funding and to pursue acquisition opportunities as and when they arise, and to seek authority to make the follow-on offers so as to ensure that pre-emption is respected.

The authorities pursuant to Resolutions 12 and 13 will expire on the earlier of (i) the conclusion of the Company's next Annual General Meeting and (ii) 30 March 2024.

Resolution 14 (authority for market purchases of own shares)

This resolution renews the Directors' current authority to make limited market purchases of the Company's ordinary shares. The authority is limited to a maximum aggregate number of 29,164,090 ordinary shares, representing 10% of the issued share capital as at 30 December 2022 (being the latest practicable date prior to publication of this Notice) and details the minimum and maximum prices that can be paid, exclusive of expenses.

Pursuant to the 2006 Companies Act, companies are allowed to hold shares acquired by way of market purchase in treasury, rather than having to cancel them. The Directors may use the authority to purchase shares and hold them in treasury (and subsequently sell or transfer them out of treasury as permitted in accordance with legislation) rather than cancel them, subject to institutional guidelines applicable at the time.

Shares will only be purchased if to do so would result in an increase in earnings per share and is in the best interests of shareholders generally. The Board has previously indicated its intention to continue to return surplus cash to shareholders via on-market purchase of its own shares where it is not required to finance the organic expansion of the business, acquisitions and dividend payments.

The authority conferred by this resolution will expire on the earlier of the conclusion of the Company's next Annual General Meeting or 30 March 2024. Any purchases of ordinary shares would be made by means of market purchase through the London Stock Exchange.

Resolution 15 (notice period for general meetings)

The Company must pass a special resolution at each Annual General Meeting to allow it to hold general meetings (other than Annual General Meetings) on 14 clear days' notice. Resolution 15 seeks the necessary shareholder approval. The approval will be effective until the Company's next Annual General Meeting, when it is intended that a similar resolution will be proposed.

hyve.group 03

Letter from the Group Chairman continued

Voting at the Annual General Meeting

Voting on each of the resolutions to be put to the forthcoming Annual General Meeting will be taken by a poll as the Board believes that this is more representative of shareholder voting intentions. The results of the poll will be announced through a regulatory information service and will be available on the Company's website as soon as practicable following the conclusion of the meeting.

Action required

Following this letter is the Notice which includes the resolutions referred to and discussed above (the Resolutions), together with a form of proxy (Form of Proxy). You are requested to complete, sign and return the Form of Proxy as soon as possible and, in any event, so as to reach the Company's Registrar by 9.00 a.m. on Monday 30 January 2023. Further details on voting by proxy are set out in the notes to the Notice on pages 7 to 9 of this document and in the Form of Proxy.

Recommendation

The Directors consider the above proposals to be in the best interests of the Company and its shareholders as a whole and recommend shareholders to vote in favour of the Resolutions to be proposed at the Annual General Meeting.

The Directors intend to vote in favour of the Resolutions in respect of their own beneficial holdings.

Yours faithfully

Richard Last

Chairman

3 January 2023

04 Hyve Group plc Notice of General Meeting 2023

Notice of General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Hyve Group plc (the Company) will be held at the Hyve Group plc offices, 2 Kingdom Street, London, W2 6JG on Wednesday 1 February 2023 at 9.00 a.m. (GMT) for the purposes of considering and, if thought fit, passing the following resolutions which will be proposed as Ordinary Resolutions and Special Resolutions as specified below:

Ordinary Resolutions

1. THAT the Company's accounts, the Strategic Report and the reports of the Directors of the Company and the Auditors of the Company for the financial year ended 30 September 2022 be received and adopted.
2. THAT Richard Last be re-elected as a Director of the Company.
3. THAT Rachel Addison be elected as a Director of the Company.
4. THAT Nicholas Backhouse be re-elected as a Director of the Company.
5. THAT John Gulliver be re-elected as a Director of the Company.
6. THAT Mark Shashoua be re-elected as a Director of the Company
7. THAT BDO LLP be re-appointed as Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which the annual reports and accounts are laid before the meeting.
8. THAT the Directors be authorised to agree the remuneration of the Company's Auditors.
9. THAT the Directors' Remuneration Report for the financial year ended 30 September 2022 be approved.
10. THAT in substitution for all subsisting authorities to the extent unused, the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the 2006 Act) to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for, or to convert any security into, shares in the Company (Rights):
11. 1. up to an aggregate nominal amount of £9,721,363; and
    2. comprising equity securities (as defined in section 560(1) of the 2006 Act), up to a further aggregate nominal amount of £9,721,363 in connection with an offer by way of a rights issue in favour of ordinary shareholders in proportion (as nearly as may be) to their existing holdings of ordinary shares but subject to such exclusions, limits, restrictions or other arrangements as the Directors may consider necessary or appropriate in relation to fractional entitlements, record dates, treasury shares or any legal, regulatory or practical problems under the laws of any territory (including the requirements of any regulatory body or stock exchange).

The authorities conferred on the Directors under paragraphs (a) and (b) above shall expire (unless previously revoked by the Company) on the earlier of (i) the conclusion of the Company's next Annual General Meeting and (ii) 30 March 2024, and in each case the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or Rights to be granted after the authority has expired and the Directors may allot shares or grant Rights in pursuance of any such offer or agreement notwithstanding that this authority has expired.

11. THAT the aggregate fee limit in Article 98 of the Company's Articles of Association be increased from £450,000 per annum to £600,000 per annum.

Special Resolutions

12. THAT if Resolution 10 is passed and in substitution for all subsisting authorities to the extent unused, the Directors be authorised to allot equity securities (as defined in section 560 of the 2006 Act) for cash under the authority given by that Resolution as if section 561 of the 2006 Act did not apply to any such allotment or sale, provided that this authority shall be limited to the allotment of equity securities:

1. in connection with an offer of equity securities (including without limitation, under a rights issue, open offer or similar arrangement except that in the case of an allotment pursuant to the authority granted under paragraph (b) of Resolution 10 above, shall be by way of rights issue only) in favour of ordinary shareholders in proportion (as nearly as may be) to their existing holdings of ordinary shares, but subject to such exclusions, limits, restrictions or other arrangements as the Directors may consider necessary or appropriate in relation to fractional entitlements, record dates, treasury shares or any legal, regulatory or practical problems under the laws of any territory (including the requirements of any regulatory body or stock exchange);
2. otherwise than pursuant to paragraph (a) of this Resolution 12 up to an aggregate nominal amount of £2,916,408; and
3. otherwise than pursuant to paragraph (a) or paragraph (b) of this Resolution 13 up to an aggregate nominal amount equal to 20 per cent. of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) of this Resolution 13, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

and this authority shall expire on the earlier of (i) the conclusion of the Company's next Annual General Meeting or (ii) 30 March 2024 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted after the authority expires and the Directors may allot equity securities under any such offer or agreement as if the authority had not expired.

The authority applies in relation to a sale of shares which is an allotment of equity securities by virtue of s.560(3) of the 2006 Act as if in the first paragraph of this resolution the words under the authority given by that Resolution were omitted.

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