Rockwood Realisation : Circular – Change to investment strategy – Notice of general meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to the action you should take, you are recommended immediately to seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant or other appropriately qualified independent financial adviser authorised under the FSMA or, if you are in a country outside the United Kingdom, another appropriately authorised independent financial adviser.

If you were a Shareholder and have sold or otherwise transferred all your Ordinary Shares, please send this document (but not any accompanying Form of Proxy) as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. However, neither this document nor any accompanying document(s) should be forwarded or transmitted to or in any jurisdiction outside the United Kingdom where to do so may violate any legal or regulatory requirement. If you are an existing holder of Ordinary Shares and you have sold or transferred part only of your registered holding of Ordinary Shares, please contact the stockbroker, bank or other agent through whom the sale or transfer was effected.

The Directors, whose names are set out at the beginning of Part 1 of this document, accept responsibility, both collectively and individually, for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

Rockwood Realisation plc

(Incorporated in England & Wales under the Companies Act 1985 with registered number 03813450)

Recommended proposal for change of investment strategy and

adoption of new investment policy

and

Notice of General Meeting

GENERAL MEETING

Notice of a General Meeting to be held at the offices of finnCap, One Bartholomew Close, London, EC1A 7BL at 10.00 a.m. on 25 April 2022 is set out at the end of this document.

All Shareholders are encouraged to vote in favour of the Resolution to be proposed at the General Meeting and if the Ordinary Shares are not held directly, to arrange for their nominee to vote on their behalf.

Shareholders are requested to complete and return the Form of Proxy accompanying this document for use at the General Meeting. To be valid, Forms of Proxy must be completed and returned in accordance with the instructions printed thereon to the Registrars, Link Group, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL or submitted electronically atwww.signalshares.comas soon as possible and, in any event, so as to arrive by no later than 10.00 a.m. on 21 April 2022.

If you hold your Ordinary Shares in uncertificated form (i.e. in CREST) you may vote using the CREST electronic voting service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the Notice of General Meeting set out at the end of this document). Proxies submitted via CREST for the General Meeting must be transmitted via CREST Proxy Instruction to ID RA10 so as to be received by the Registrars as soon as possible and, in any event, by no later than 10.00 a.m. on 21 April 2022.

finnCap Limited ("finnCap") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to the Company and is not acting for any other person nor will finnCap otherwise be responsible to any person for providing the protections afforded to clients of finnCap, or for advising any other person in respect of the Proposal. finnCap's responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.

No representation, express or implied, is made by finnCap as to any of the contents of this document (without limiting the statutory rights of any person to whom this document is issued). finnCap has not approved the contents of, or any part of, this document and no liability whatsoever is accepted by finnCap for the accuracy of any information or opinions contained in this document or for the omission of any information.

Nothing in this document is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings per Ordinary Share for the current or future financial years, will necessarily match or exceed the historical published earnings per Ordinary Share.

Copies of this document are available from the Company's registered office at 6th Floor, 60 Gracechurch Street, London, EC3V 0HR from the date of this document to the date of the General Meeting and also from the Company Website:https://www.rockwoodrealisation.co.uk/

This document should be read as a whole. In particular, your attention is drawn to the risk factors set out in Part 3 of this document. Your attention is also drawn to the letter from the Chairman which is set out in Part 1 of this document and which recommends that you vote in favour of the Resolution to be proposed at the General Meeting. A summary of the action to be taken by Shareholders is set out in the section entitled "Action to be Taken" in paragraph 6 of Part 1 of this document.

IMPORTANT NOTICE

Cautionary note regarding forward-looking statements

This document includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets.

By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements.

Forward-looking statements may and often do differ materially from actual results. Any forward- looking statements in this document are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules, the Company undertakes no obligation to publicly release the results of any revisions to any forward-looking statements in this document that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this document.

Notice to overseas persons

The distribution of this document and/or the Form of Proxy in certain jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

References to defined terms

Certain terms used in this document are defined in the section of this document under the heading "Definitions".

In the document, references to "pounds sterling", "£", "pence" and "p" are to the lawful currency of the United Kingdom.

All times referred to in this document are references to London time.

TABLE OF CONTENTS

EXPECTED TIMETABLE OF EVENTS

5

PART 1	LETTER FROM THE CHAIRMAN	6
PART 2	PROPOSED NEW INVESTMENT POLICY	11
PART 3	RISK FACTORS	12
PART 4	DEFINITIONS	13
15

NOTICE OF GENERAL MEETING

EXPECTED TIMETABLE OF EVENTS

2022

Date of this document

7 April 2022

Latest time and date for receipt of Forms of Proxy

10.00 a.m. on 21 April 2022

General Meeting

10.00 a.m. on 25 April 2022

Results of General Meeting announced

25 April 2022

Notes:

• 1. Each of the times and dates referred to in the expected timetable above and elsewhere in this document may be changed at the discretion of the Company. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service and, if required, the publication of a supplementary circular.

• 2. All times referred to in this document are, unless otherwise stated, references to London (UK) time.