Malin : Notice of 2023 Annual General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to immediately consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser who, if you are taking advice in Ireland, is an organisation or firm authorised or exempted pursuant to the European Union (Markets in Financial Instruments) Regulations 2017 (S.I. No. 375 of 2017) (as amended) of Ireland or the Investment Intermediaries Act 1995 of Ireland or, if you are taking advice in the United Kingdom, an organisation or firm authorised or exempted under the UK Financial Services and Markets Act 2000 (as amended), or from another appropriately authorised independent financial advisor if you are in a territory outside Ireland or the United Kingdom. If you sell or have sold or otherwise transferred all your shares in Malin Corporation plc, please send this document, and the accompanying Form of Proxy to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer is/was effected for transmission to the purchaser or transferee.

MALIN CORPORATION PLC

Notice of Annual General Meeting

To be held on 10 March 2023 at 10.15 a.m. (Irish Standard Time) in the Conrad Hotel, Earlsfort Terrace, Dublin 2, D02 V562, Ireland

The 2022 Annual Report is available to view online at: www.malinplc.com

Notice of the Annual General Meeting ("AGM") of Malin Corporation plc ("Malin" or the "Company") to be held in the Conrad Hotel, Earlsfort Terrace, Dublin 2, D02 V562, Ireland on Friday, 10 March 2023, at 10.15 a.m. (or, if later, as soon as practicable after the Extraordinary General Meeting convened for 10.00 a.m. on the same date and at the same place shall have been concluded or adjourned), is set out in this document, accompanied by a Form of Proxy for use in connection with the resolutions at the meeting. To be valid, the Form of Proxy must be returned, in the manner set out in the notes to this document, so as to be received by the Company's Registrar, Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland by 10.15 a.m. on Wednesday, 8 March 2023.

Proxy voting can be carried out in advance of the AGM by availing of one of the following options:

For shareholders holding shares in certificated (i.e. paper)

form:

• electronically at www.eproxyappointment.com; or
• by completing the proxy form enclosed with this Notice of AGM and returning it to Computershare Investor Services (Ireland) Limited at the address above.

For shareholders holding uncertificated (electronic) interests in the Company, via the CREST or Euroclear Bank systems:

The process for appointing a proxy and/or voting in connection with the AGM depends on the manner in which you hold your interests in the Company. Please see the notes to the Notice of AGM on pages 10 to 11 and the Company's website for further information. All such persons are recommended to consult their stockbroker or intermediary at the earliest opportunity.

Teleconference Facility

Shareholders may listen to the proceedings of the meeting remotely by teleconference using the dial-in details below:

Ireland (Local)	01 5369584
United Kingdom (Local)	020 3936 2999
USA (Local)	1 646 664 1960
All other locations	[phone]

Listen-Only Access Code: 730530

The Board encourages shareholders to check Regulatory News Services and the Company's website (www.malinplc.com) for any updates in relation to the AGM.

Letter from the Chair

16 February 2023

Dear Shareholder

It is my pleasure to invite you to the Annual General Meeting of Malin Corporation plc which will be held in the Conrad Hotel, Earlsfort Terrace, Dublin 2, D02 V562, Ireland at 10.15 a.m. on Friday, 10 March 2023 (or, if later, as soon as practicable after the Extraordinary General Meeting convened for 10.00 a.m. on the same date and at the same place shall have been concluded or adjourned).

I set out below the background to the resolutions to be proposed at the AGM, each of which the Board of Directors (the "Board" or the "Directors") considers to be in the best interests of the Company and its shareholders as a whole.

The Annual Report and Financial Statements for 2022 are available to view and download from the Company's website, www. malinplc.com, under the "Reports & Presentations" section of the "Investors" tab. You may at any time opt to receive a paper copy of the Annual Report by contacting [phone] or by emailing [e-mail].

To ensure all shareholders are fully represented by voting at the meeting, I would urge you, to submit your proxy form as soon as possible but, in any event, so as to reach Computershare Investor Services (Ireland) Limited by 10.15 a.m. on Wednesday, 8 March 2023. The submission of a proxy form will not preclude a registered shareholder from attending the meeting and voting in person should they wish to do so.

The process for appointing a proxy and/or voting in connection with the resolutions to be proposed at the meeting depends on the manner in which you hold your shares. Further details are set out in the notes to the Notice of AGM on pages 10 to 11. For those shareholders who intend to appoint a proxy other than the chair of the AGM, we would ask that, as a contingency measure, you would additionally appoint the chair of the AGM as an alternative in the event that the initially intended proxy is unable to attend for any reason (and does not appoint a substitute). This will facilitate your vote being included in a wider range of contingent scenarios.

Please note that persons holding their interests in the Company through the Euroclear Bank or CREST (CDI) systems must comply with any earlier or other voting submission deadline imposed by those systems. Further information in this respect is provided in the notes to the Notice of AGM and on the Company's website www.malinplc.com.

The Company has made a teleconference facility available to shareholders who do not physically attend the meeting, to listen to the business of the AGM. An audio recording of the meeting will be made available through the Company's website (www.malinplc.com) for one month following the date of the AGM.

The formal Notice of AGM appears on pages 5 to 8 of this document, and this letter explains the 8 items to be transacted at the AGM.

Resolution 1: Financial Statements, Annual Report and Affairs of the Company

Resolution 1 is asking members to receive and consider the Financial Statements and the reports of the Directors and Auditors for 2022 and to review the affairs of the Company. Resolution 1 is an advisory resolution and is not binding on the Company.

Resolution 2: Remuneration Committee's Report

Resolution 2 is asking members to receive and consider the Remuneration Committee's Report as set out on pages 32 to 38 of the 2022 Annual Report. Resolution 2 is an advisory resolution and is not binding on the Company.

Resolution 3: Re-Appointment of Directors

Resolution 3 deals with the re-appointment of the Directors. Each of the current Directors will retire from office and offer themselves for re-appointment to the Board at the AGM. The names of the

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Directors together with a detailed description of the skills, expertise and experience that each of the Directors brings to the Board are set out, as applicable, on the Company's website, www.malinplc.com, under the "Leadership & Governance" section of the 'About Us' tab. The re-appointment of each Director will be considered separately.

Resolution 4: Remuneration of the Auditors

Resolution 4 deals with the authorisation of the Board to fix the remuneration of the Auditors.

Resolution 5: Re-Appointment of the Auditors

Resolution 5 is asking members to consider the continuation in office of KPMG as Auditors of the Company until the conclusion of the next Annual General Meeting of the Company. Resolution 5 is an advisory resolution and is not binding on the Company.

Resolution 6: Directors' Authority to Allot Shares

Resolution 6 is asking members to renew the Directors' authority to allot relevant securities within the meaning of Section 1021 of the Companies Act 2014, up to either:

1. an aggregate nominal value of €125,151, in the event that the Required Resolutions are approved at the EGM, (which will represent approximately 66% of the aggregate nominal value of the Company's issued ordinary share capital immediately following completion of the Tender Offer assuming (a) approval of the Required Resolutions at the EGM, and (b) that the maximum number of Ordinary Shares that may be purchased by the Company under the Tender Offer are purchased by the Company and cancelled), of which any allotment in excess of €62,576 (which will represent 33% of the aggregate nominal value of the Company's issued ordinary share capital at that time based on the same assumptions above) may only be applied to allot shares pursuant to a rights issue; or,
2. an aggregate nominal value of €22,451, in the event that the Required Resolutions are not approved at the EGM, (which represents 66% of the aggregate nominal value of the Company's issued ordinary share capital as at 14 February 2023 (the latest practicable date prior to the publication of the AGM Notice), of which any allotment in excess of €11,225 (which represents 33% of the aggregate nominal value of the Company's issued ordinary share capital as at 14 February 2023) may only be applied to allot shares pursuant to a rights issue.

The Directors will exercise this authority only if they consider it to be in the best interests of the Company and the shareholders as a whole at the relevant time.

Resolution 7: Disapplication of Statutory Pre-emption Rights in Certain Circumstances

Resolution 7 is asking members to renew the Directors' authority to disapply the strict statutory pre-emption provisions in certain circumstances, being (a) rights issues, open offers or other pre-emptive offers and subject thereto by way of placing or otherwise of any shares not taken up in such issue or offer; and/or (b) for allotments (other than by way of pre-emptive offers) for cash up to either:

1. in the event that the Required Resolutions are approved at the EGM, an aggregate nominal value of €9,481 (which will represent approximately 5% of the aggregate nominal value of the Company's issued ordinary share capital immediately following completion of the Tender Offer assuming (a) approval of the Required Resolutions at the EGM, and (b) that the maximum number of Ordinary Shares that may be purchased by the Company under the Tender Offer are purchased by the Company and cancelled); or,
2. in the event that the Required Resolutions are not approved at the EGM, an aggregate nominal value of €1,701 (which represents 5% of the aggregate nominal value of the Company's issued ordinary share capital as at 14 February 2023 (the latest practicable date prior to the publication of the AGM Notice)).

The Directors will exercise this authority only if they consider it to be in the best interests of the Company and the shareholders as a whole at the relevant time.

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Resolution 8: Authority to Purchase Own Shares

Resolution 8 is proposed to provide the Company, and/or any of its subsidiaries, with the authority to purchase up to a number of shares whose aggregate nominal value shall equal either:

1. in the event that the Required Resolutions are approved at the EGM, 10% of the aggregate nominal value of the Company's issued share capital immediately following completion of the Tender Offer; or
2. in the event that the Required Resolutions are not approved at the EGM, 10% of the aggregate nominal value of the Company's issued share capital as at 14 February 2023 (the latest practicable date prior to the publication of this AGM Notice).

This authority will provide flexibility in the management of the Company's capital and will be exercised only if the Directors consider it to be in the best interests of the Company and its shareholders as a whole at the relevant time. The resolution also sets out the minimum and maximum prices that may be paid for shares purchased in this manner.

Recommendation

The Board is satisfied that each of the resolutions set out in the Notice of AGM is in the best interests of the Company and its members as a whole. Accordingly, your Board of Directors unanimously recommends that you vote in favour of each of the resolutions to be proposed at the AGM.

Yours faithfully

Liam Daniel

Chair

16 February 2023

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NOTICE OF ANNUAL GENERAL MEETING OF

MALIN CORPORATION PLC

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Malin Corporation plc (the "Company") will be held in the Conrad Hotel, Earlsfort Terrace, Dublin 2, D02 V562, Ireland at

10.15 a.m. on Friday, 10 March 2023 (or, if later, as soon as practicable after the Extraordinary General Meeting convened for 10.00 a.m. on the same date and at the same place shall have been concluded or adjourned), for the following purposes:

Ordinary Resolutions

1. To receive and consider the Company's financial statements for the year ended 31 December 2022, together with the Reports of the Directors and the Auditors thereon, and to review the affairs of the Company (Resolution 1).
2. To receive and consider the Remuneration Committee's Report for 2022 (Resolution 2).
3. As separate resolutions, to re-appoint the following Directors:
4. 1. To re-appoint Liam Daniel (Resolution 3(a))
   2. To re-appoint Darragh Lyons (Resolution 3(b))
   3. To re-appoint Rudy Mareel (Resolution 3(c))
   4. To re-appointJean-Michel Cosséry (Resolution 3(d))
   5. To re-appoint Kirsten Drejer (Resolution 3(e))
   6. To re-appoint Christopher Pedrick (Resolution 3(f))
5. To authorise the Directors to fix the remuneration of the Auditors (Resolution 4).
6. To consider the continuation in office of KPMG as Auditors of the Company until the conclusion of the next Annual General Meeting of the Company (Resolution 5).
7. To consider and, if thought fit, to pass the following as an Ordinary Resolution (Resolution 6):
   "That pursuant to Section 1021 of the Companies Act 2014, the Directors be and are hereby generally and unconditionally authorised to exercise all of the powers of the Company to allot and issue all relevant securities of the Company (within the meaning of Section 1021 of the Companies Act 2014):

1. without prejudice to or limitation of any power and authority granted under paragraph (b) of this Resolution 6, either:
2. 1. in the event that the Required Resolutions are approved at the EGM, up to an aggregate nominal amount of €62,576 (which amount will represent approximately 33% of the aggregate nominal value of the Company's issued ordinary share capital immediately following completion of the Tender Offer assuming (a) approval of the Required Resolutions at the EGM, and (b) that the maximum number of Ordinary Shares that may be purchased by the Company under the Tender Offer are purchased by the Company and cancelled); or
   2. in the event that the Required Resolutions are not approved at the EGM, up to an aggregate nominal amount of €11,225, representing approximately 33% of the aggregate nominal value of the Company's issued ordinary share capital as at 14 February 2023; and

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