Marwyn Acquisition : Notice of Annual General Meeting 2021

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 immediately from your stockbroker, bank manager, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your registered holding of ordinary shares in Marwyn Acquisition Company plc (the "Company") please forward this notification as soon as possible to the purchaser or transferee or to the stockbroker, bank manager or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee.

MARWYN ACQUISITION COMPANY PLC

(Registered in Jersey No. 123424)

NOTICE OF ANNUAL GENERAL MEETING

Notice of the Annual General Meeting of the Company to be held at Suite 2, The View, Harbour Reach, La Rue De Carteret, St. Helier, Jersey, JE2 4HR at 11 a.m. on 17 December 2021 is set out at the end of this document and the recommendation of the directors is set out on page 4.

You will not receive a hard copy form of proxy for the Annual General Meeting but may request a hard copy from Link Group (as detailed in paragraph 6 of the Notes to the Notice of Annual General Meeting on page 7). Instead, you will be able to vote online at www.signalshares.com; full instructions on the procedure for online voting are set out in the Notes to the Notice of Annual General Meeting. A proxy may also be appointed for CREST members by using the CREST electronic proxy appointment service. To be valid, any instrument appointing a proxy must be received by Link Group as soon as possible but in any event so as to arrive no later than 11 a.m. on 15 December 2021.

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	MARWYN ACQUISITION COMPANY PLC
	(Registered in Jersey No. 123424)
	Registered Office
Directors	47 Esplanade
James Corsellis	St Helier
Mark Brangstrup Watts	Jersey
	JE1 0BD

Dear Shareholder

We are writing in connection with the Company's forthcoming Annual General Meeting (the "AGM"). The AGM will be held on 17 December 2021 at 11 a.m. at Suite 2, The View, Harbour Reach, La Rue De Carteret, St. Helier, Jersey, JE2 4HR.

Company Update and Continuation of Investing Policy

As an AIM-quoted investing company, the Company is required, under AIM rule 8, to seek the consent of shareholders for the continuation of its investment policy at this AGM. Along with the Board's unanimous recommendation to vote in favour of Resolution 1, the Company's largest shareholder, Marwyn Investment Management LLP, acting as agent for and on behalf of its discretionary managed clients, has confirmed its continuing support of the investing policy.

The Directors have engaged with a number of incoming and actively progressed management team and investment opportunities during 2021. Following platform acquisition opportunities that aborted close to completion in 2018 and 2019, the Directors are highly cognisant of only progressing an opportunity to the final stages when that opportunity has a high degree of execution certainty and the potential to maximise shareholder value creation going forward. The Directors believe that the Company's AIM listing and seed capital provide a compelling opportunity to secure an industry-leading executive team to pursue a buy and build strategy in the current market. Such opportunities will continue to be rigourously assessed.

Annual General Meeting

Notice of the AGM is given on page 5 (the "Notice").

Shareholder Resolutions

Resolutions 1 to 6 in the Notice set out the ordinary resolutions to be proposed at the AGM. Resolution 7 sets out the special resolution to be proposed at the AGM.

Further explanation of each of the resolutions is set out below.

Resolution 1 - Continuation of investment policy

The Company has not substantially implemented its investment policy since Admission. On that basis, in accordance with AIM Rule 8, Resolution 1 proposes that Shareholders approve the continuation of the investment policy. This authority shall expire on the earlier of the Company's next annual general meeting or such time as the investment policy has been substantially implemented.

Resolution 2 - Annual Report and Financial Statements

Resolution 2 proposes the adoption of the Annual Report and Financial Statements of the Company for the year ended 30 June 2021, together with the Directors' Report and the Independent Auditor's Report on those Financial Statements. The Company's Annual Report and Financial Statements are available on the Company's website, https://www.marwynacplc.com/investors/reports-and-presentations/default.aspx.

Resolution 3 - Election and re-election of Directors

The articles of association of the Company (the "Articles") require that one third of the Directors retire from office and offer themselves for re-election, and that each Director shall retire from office and stand for re-election at least every three years. James Corsellis shall therefore retire and offer himself for re-election in Resolution 3.

James's biography is available on the Company's website at https://www.marwynacplc.com/about-us/board-of-directors/default.aspx.

Resolutions 4 and 5 - Re-appointment and remuneration of the auditor

At every annual general meeting at which financial statements are presented to shareholders, the Company is required to appoint an auditor to serve until the next such annual general meeting. Baker Tilly Channel Islands Limited ("BT") has indicated its willingness to continue to act as the Company's auditor until the conclusion of the next annual general meeting. The Directors recommend BT's appointment and seek authority to fix its remuneration. The Company's Audit & Risk Committee has reviewed BT's effectiveness and the effectiveness of its audit process and recommends its re- appointment.

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Resolution 4 proposes the re-appointment of BT as the Company's auditor and Resolution 5 authorises the Directors to fix the remuneration of the auditor.

Resolution 6 - Authority to allot shares or grant subscription or conversion rights

The existing power granted to the Directors to allot Shares (as defined in the Articles) expires at the conclusion of this AGM. This resolution asks shareholders to grant the Directors authority, pursuant to and in accordance with the Articles, to allot shares or grant rights to subscribe for or convert any equity securities in the Company into Shares up to a maximum of 447,222,224 Shares, representing two-thirds of the Company's issued share capital as at 30 November 2021, being the latest practicable date before the publication of this Notice.

Of this authority, 223,611,112 Shares are reserved for a fully pre-emptive rights issue. This is the maximum permitted amount under best practice corporate governance guidelines because the Directors consider it important to have the maximum flexibility to raise finance in order to enable the Company to respond to market developments. The Directors have no present intention of exercising such authority as they currently intend that any allotment of Shares or granting of subscription or conversion rights would not be carried out on a fully pre-emptive basis. If the Directors were to use this additional authority, then all of the Directors would submit themselves for re-election at the following annual general meeting of the Company.

This authority shall expire on the earlier of 15 months after the date of the passing of this resolution and the conclusion of the Company's next annual general meeting, 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 that offer or agreement as if such authority had not expired.

Resolution 6 replaces a similar resolution passed at the annual general meeting of the Company held on 31 December 2020.

Resolution 7 - Disapplication of pre-emption rights

Resolution 6 seeks authority for the Company to allot Shares in the Company, however, Articles 20(a) to 20(e) of the Articles require that Shares or other equity securities allotted for cash are offered first to existing shareholders in proportion to their existing holdings. There may be occasions, however, when the Directors need the flexibility to finance business opportunities by the issue of Shares for cash without a pre-emptive offer to existing shareholders. This cannot be done under the Articles unless the shareholders have first waived their pre-emption rights. Accordingly, the passing of Resolution 7 would allow the Directors to allot Shares for cash without first offering the securities to existing shareholders.

The authority would be limited to:

1. in the case of Resolution 7(i), allotments or sales in connection with pre-emptive offers (but where the authority to allot has been granted by Resolution 6(ii), by a rights issue only); or
2. in the case of Resolution 7(ii), otherwise up to 67,083,333 Shares, representing 10 per cent. of the issued share capital of the Company as at 30 November 2021, being the latest practicable date prior to the publication of this Notice.

The Directors confirm that they will only allot shares representing more than 5 per cent. of the issued share capital of the Company for cash pursuant to the authority referred to in Resolution 7(ii) where that allotment is in connection with an acquisition or specified capital investment (as defined in the Pre-Emption Group's Statement of Principles (the "Principles")) which is announced contemporaneously with the allotment, or which has taken place in the preceding six month period and is disclosed in the announcement of the allotment. In respect of the authority referred to in Resolution 7(ii), the Directors also confirm their intention to follow the provisions of the Principles regarding cumulative usage of authority within a rolling three-year period. The Principles provide that usage in excess of 7.5 per cent. of issued share capital of the Company (excluding treasury shares) should not take place without prior consultation with shareholders, except in connection with an acquisition or specified capital investment as referred to above.

The authorities sought under Resolution 7 will expire on the earlier of 15 months after the date of the passing of this resolution and the conclusion of the next annual general meeting.

If the Board determined, in connection with an acquisition, that it would be best funded through the proceeds of a cash placing in excess of this authority, a specific shareholder authority would be requested at that time.

Resolution 7 replaces a similar special resolution passed at the general meeting of the Company held on 31 December 2020.

Electronic communications

The Company may communicate electronically with its members in accordance with the provisions of the Electronic Communications (Jersey) Law 2000, as amended from time to time and the Articles. These provisions allow the Company to use its website to publish statutory documents and communications to shareholders, such as the Annual Report and Financial Statements, as its default method of publication.

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As such, Notices of General Meetings (including AGMs), the Company's Annual Report and Financial Statements and other communications with shareholders may be published on the Company's website at www.marwynacplc.com. Reducing the volume of communications sent by post will not only result in cost savings to the Company but also reduce the impact that the unnecessary printing and distribution of reports has on the environment.

You will continue to be notified each time that the Company places a statutory communication on its website and may request a hard copy of any document at any time.

Recommendation

The Directors believe that the resolutions to be put to the AGM are in the best interests of shareholders as a whole and, accordingly, recommend that shareholders vote in favour of the resolutions.

Action to be taken

You are requested to vote electronically at www.signalshares.com; full instructions on the procedure for online voting are set out in the Notes to this Notice. If you hold your shares in uncertificated form, use the CREST electronic proxy appointment service as described in the Notes to the Notice of General Meeting as soon as possible, but in any event so as to be received by the Company's Registrar, Link Group, not later than 11 a.m. on 15 December 2021, being 48 hours (excluding non-working days) before the time appointed for the AGM. Completion of the form of proxy will not prevent you from attending and voting at the AGM if you so wish.

Yours faithfully

James Corsellis

Chairman

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NOTICE OF GENERAL MEETING

MARWYN ACQUISITION COMPANY PLC

(Registered in Jersey No. 123424)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Marwyn Acquisition Company plc (the "Company") will be held at Suite 2, The View, Harbour Reach, La Rue De Carteret, St. Helier, Jersey, JE2 4HR on 17 December 2021 at 11 a.m. for the purpose of considering and, if thought fit, passing the following resolutions which will be proposed, as to resolutions 1 to 6 inclusive, as ordinary resolutions, and as to resolution 7 as a special resolution:

ORDINARY RESOLUTIONS

1. THAT the continuation of the Company's investment policy (as defined and described in the Company circular dated 25 November 2019) be and is hereby approved and unless renewed, varied or revoked by the Company, this authority shall expire at the conclusion of the next annual general meeting of the Company or on the date on which the investment policy has been substantially implemented.
2. THAT the Company's Annual Report and Financial Statements for the year ended 30 June 2021, together with the
   Directors' Report and the Independent Auditor's Report thereon, be received and adopted.
3. THAT James Corsellis be re-elected as a Director.
4. THAT Baker Tilly Channel Islands Limited be re-appointed as auditor to the Company until the conclusion of the next annual general meeting of the Company.
5. THAT the Directors be authorised to fix the remuneration of the auditor.
6. THAT the Directors be and are hereby generally and unconditionally authorised pursuant to and in accordance with
   Article 7(b)(i) of the Company's articles of association (the "Articles") to exercise all powers of the Company to:
7. 1. allot Shares (as defined in Article 2.1 of the Articles) and to grant rights to subscribe for or to convert any security into Shares (all of which shares and rights are hereafter referred to as "equity securities") at such times, to such persons and on such terms as they shall determine in their absolute discretion, up to a maximum of 447,222,224 Shares; provided that
   2. within the authority granted pursuant to Resolution 6(i) above), 223,611,112 Shares are authorised to be issued only in connection with a Rights Issue (as defined in Article 7(b)(iv)(F) of the Articles),

and unless renewed, varied or revoked by the Company, this authority shall expire at the conclusion of the next annual general meeting of the Company or on the date which is 15 months after the passing of this resolution (if earlier) save that the Company may before such expiry, variation or revocation make an offer or agreement which would or might require such equity securities to be allotted after such expiry, variation or revocation and the Directors may allot equity securities pursuant to such an offer or agreement as if the authority conferred hereby had not expired, been varied or revoked.

SPECIAL RESOLUTIONS

7. THAT subject to and conditional on the passing of Resolution 6, pursuant to and in accordance with Article 7(b)(ii) of the Articles, the Directors be empowered to allot equity securities (as defined in Article 7(b)(iv)(B) of the Articles) in the Company for cash pursuant to the authority conferred by Resolution 6 as if Article 20(a) to Article 20(e) (inclusive) of the Articles did not apply to any such allotment, provided that this power is limited to:

1. the allotment of equity securities in connection with an issue or offering in favour of holders of equity securities (but in the case of the authority conferred by Resolution 6(ii) by way of a Rights Issue (as defined in Article 7(b)(iv)(F) of the Articles) only) and any other persons entitled to participate in such issue or offering where the equity securities respectively attributable to the interests of such holders and persons are proportionate (as nearly as may be) to the respective number of equity securities held by or

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