Petershill Partners : Notice of 2023 Annual General Meeting

RESILIENCE

THROUGH

DIVERSIFICATION

Notice of Annual

General Meeting 2023

Petershill Partners plc

Notice of Annual General Meeting

Petershill Partners plc

(the "Company")

5th Floor, 20 Fenchurch Street, London, England, EC3M 3BY (Incorporated in England and Wales with company number 13289144).

Dear Shareholder,

I am pleased to be writing to you with details of our Annual General Meeting ("AGM"), which we are holding at Plumtree Court, 25 Shoe Lane, London, EC4A 4AU at 1.00 p.m. on 24 May 2023. The formal notice of the AGM is set out on pages 1 to 4 of this document.

I believe that the AGM provides a worthwhile and meaningful opportunity for holders of ordinary shares ("Shareholders") to raise questions, engage with the directors of the Company (the "Directors" or the "Board") and to vote on the business of the meeting.

The Company expects the AGM to proceed as outlined in the Notice of AGM, any relevant updates regarding the AGM, including any changes to the arrangements outlined in this Notice, will be made available on our website at www.petershillpartners.com and where appropriate via a Regulatory Information Service.

The Annual Report and Financial Statements for the period ended 31 December 2022 (the "2022 Annual Report") are enclosed with this letter and are available to view and download from the Company's website, www.petershillpartners.com.

Special Business

You will note that we have an additional item of special business at resolution 16 to reduce the Company's share premium account. This resolution is to allow the Company to reduce its share premium in order to create additional distributable reserves to support the Company's progressive dividend policy and provide flexibility for future dividend payments and/or share buybacks. There would be no impact on the total shareholders' funds of the Company as a result of taking this action.

The process comprises the cancellation of the entire amount standing to the credit of the Company's share premium account (the "Reduction of Capital") and is conditional upon the passing of this resolution and approval being obtained from the Court. It is expected that the Reduction of Capital, if approved by shareholders and the Court, will create additional distributable reserves of approximately US$3,346,696,052. It is the Board's recommendation that you vote in favour of this resolution.

Recommendation

The Directors consider that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of each of these resolutions to be proposed at the AGM, as they intend to do in respect of their own beneficial holdings.

Explanatory notes

Explanatory notes on all the business to be considered at this year's AGM appear on pages 7 to 10 of this document.

Action to be taken

If you would like to vote on the resolutions but cannot come to the AGM, please fill in the Form of Proxy sent to you with this notice and return it to our registrars as soon as possible but, in any event, so as to reach our registrars by no later than 1.00 p.m. on 22 May 2023. Information about how CREST members may vote electronically is given in the notes to the Notice of the AGM on pages 5 and 6.

Yours faithfully,

Naguib Kheraj

Chairman

12 April 2023

Petershill Partners plc | Notice of Annual General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about its content or the action you should take, you are recommended to seek your own advice immediately from an independent financial adviser who is authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are in the United Kingdom ("UK"), or from another appropriately authorised independent financial adviser if you are in a territory outside of the UK or from a stockbroker, solicitor, accountant or other professional adviser.

If you have sold or otherwise transferred all of your ordinary shares in the Company, you should send this document (but not the accompanying personalised proxy form), at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee.

Shareholders are encouraged to complete and return the Form of Proxy accompanying this document for use at the AGM. Forms of Proxy must be completed, signed and returned in accordance with the instructions printed thereon to be received by the Company's registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY ("registrar") as soon as possible and in any event so as not to arrive by later than 1.00 p.m. on 22 May 2023. The lodging of a Form of Proxy will not prevent a Shareholder from attending the AGM and voting in person if they so wish. The results of the meeting will be announced via a Regulatory Information Service as soon as practicable after the conclusion of the AGM. If it becomes necessary or appropriate to revise the current arrangements for the AGM, further information will be made available on our website at www.petershillpartners.com and where appropriate via a Regulatory Information Service.

NOTICE IS HEREBY GIVEN IN THIS CIRCULAR THAT the AGM of the Company will be held at Plumtree Court, 25 Shoe Lane, London, EC4A 4AU at 1.00 p.m. on 24 May 2023.

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Notice of Annual General Meeting continued

This Notice of AGM (the "Notice") sets out the business to be considered at the meeting on pages 2 to 4. Explanatory notes on all of the business to be considered at this year's AGM appear on pages 5 to 10.

Ordinary Resolutions

To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

1. To receive the annual report and accounts for the financial year ended 31 December 2022 ("Annual Report and Accounts") together with the directors' report thereon and the independent auditor's report on the audited accounts.
2. To receive and approve the directors' remuneration report contained within the Annual Report and Accounts.
3. To declare a final dividend for 2022 of 11 cents per share on the Company's ordinary shares.
4. To re-appoint PricewaterhouseCoopers LLP ("PwC") as auditor of the Company to hold office from the conclusion of this AGM until the conclusion of the next annual general meeting.
5. To authorise the Audit and Risk Committee, on behalf of the Board, to determine the remuneration of PwC.
6. To re-elect Naguib Kheraj as a Director.
7. To re-elect Everard Barclay Simmons as a Director.
8. To re-elect Annemarie Durbin as a Director.
9. To re-elect Erica Handling as a Director.
10. To re-elect Mark Merson as a Director.
11. That, in substitution for all subsisting authorities to the extent unused, the Directors be and they are hereby generally and unconditionally authorised, in accordance with section 551 of the Companies Act 2006 ("CA 2006") to:
12. 1. allot shares in the capital of the Company and grant rights to subscribe for, or to convert any security into shares in the Company:
    2. 1. up to an aggregate nominal amount of US$3,784,665; and
       2. comprising equity securities (as defined in the CA 2006) up to an aggregate nominal amount of US$7,569,331 (including within such limit any shares issued or rights granted under paragraph (i) above) in connection with an offer by way of a rights issue:

1. to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings;
2. to people who are holders of other equity securities if this is required by the rights of those securities or, if the directors consider it necessary, as permitted by the rights of those securities;

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;

for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next annual general meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on 28 June 2024); and

1. make an offer or agreement which would or might require shares to be allotted, or rights to subscribe for or convert any security into shares to be granted, after expiry of this authority and the directors may allot shares and grant rights in pursuance of that offer or agreement as if this authority had not expired;

and that all existing authorities given to the Directors pursuant to section 551 of the CA 2006 be revoked by this Resolution but without prejudice to the continuing authority of the Directors to allot shares in the Company, or grant rights to subscribe for or convert any security into shares in the Company, pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made.

Special Resolutions

To consider and, if thought fit, to pass the following resolutions as special resolutions:

12. That, subject to the passing of Resolution 11 above, in substitution for all subsisting authorities to the extent unused, the Directors be generally authorised, pursuant to sections 570 and 573 of CA 2006, to allot equity securities (within the meaning of section 560 of CA 2006) for cash pursuant to the authority conferred by Resolution 11, as if section 561(1) of CA 2006 did not apply to any such allotment, provided that:

1. such authority shall be limited to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under Resolution 11(a)(ii), by way of a rights issue only):
2. 1. to the ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

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1. to people who hold other equity securities, if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;

1. in the case of the authority granted under Resolution 11(a)(i) shall be limited to the allotment of equity securities for cash otherwise than pursuant to paragraph
   (a) up to an aggregate nominal amount of US$1,135,400;
2. following an allotment of equity securities being made pursuant to paragraph (b) (a "paragraph 12(b) allotment"), such authority shall be limited to the allotment of equity securities for cash otherwise than pursuant to paragraph (a) or (b) up to a nominal amount equal to 20 per cent. of the nominal amount of that paragraph 12(b) allotment, provided that any allotment pursuant to this paragraph (c) is for the purposes of a follow-on offer determined by the directors 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 the notice of the meeting; and
3. such authority shall expire (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next annual general meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on 28 June 2024), save that the Company may make offers and enter into agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such offers and agreements as if the authority conferred hereby had not expired.

This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of CA 2006 as if in the first paragraph of this Resolution the words "pursuant to the authority conferred by Resolution 11 in the notice of the meeting" were omitted.

13. That, subject to the passing of Resolutions 11 and 12 above and in addition to any power given to them pursuant to Resolution 12, the Directors be generally empowered pursuant to sections 570 and 573 of CA 2006 to allot equity securities (as defined in the CA 2006) for cash, pursuant to the authority conferred by Resolution 11 in the notice of the meeting as if section 561(1) of CA 2006 did not apply to the allotment. This power:

1. expires (unless previously renewed, varied or revoked by the Company in a general meeting) at the end of the next annual general meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on 28 June 2024), but the Company may make an offer or agreement which would or might require equity securities to be allotted after expiry of this power and the directors may allot equity securities in pursuance of that offer or agreement as if this power had not expired; and
2. in the case of the authority granted under Resolution 11(a)(i), shall be limited to the allotment of equity securities for cash up to an aggregate nominal amount of US$[1,135,400] and provided that the allotment is for the purposes of financing (or refinancing, if the power is used within twelve months of 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 the notice of the meeting;
3. following an allotment of equity securities being made pursuant to paragraph (b) (a "paragraph 13(b) allotment"), shall be limited to the allotment of equity securities for cash otherwise than pursuant to paragraph
4. 1. or (b) up to a nominal amount equal to 20 per cent. of the nominal amount of that paragraph 13(b) allotment, provided that any allotment pursuant to this paragraph
   1. is for the purposes of a follow-on offer determined by the directors 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 the notice of the meeting;

This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of CA 2006 as if in the first paragraph of this resolution the words "pursuant to the authority conferred by Resolution 11 in the notice of the meeting" were omitted.

Petershill Partners plc | Notice of Annual General Meeting

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