SDI : AGM Notice

SDI GROUP PLC

(incorporated in England & Wales with registered number 6385396)

Notice is hereby given that the Annual General Meeting (AGM) of SDI Group plc will be held at the offices of finnCap Limited, One Bartholomew Close, London EC1A 7BL, on 22 September 2021 at 10.00 am.

Important note: COVID-19 and the Annual General Meeting

UK official COVID-19-related guidance currently permits public meetings, and it is the Board's intention to hold the AGM as an open meeting, with shareholders welcome to attend in person. However, shareholders should be aware that the situation may change and it might then be necessary, in the interests of public safety, to run the AGM as a closed meeting with only essential Company personnel in attendance.

We encourage all shareholders to exercise their right to appoint the Chairman as proxy and to submit their voting instructions in advance of the meeting. In any event, all votes at the AGM will be taken on a poll, and therefore appointing the Chairman of the meeting as proxy will ensure that all votes will be counted if shareholders and other proxies are unable to attend the meeting in person.

Shareholders are encouraged to submit questions to directors by email in advance of the AGM, and it is the intention of the Board to publish on the Company's website written answers to questions received that are of general interest, following the AGM. Questions should be sent to the Company Secretary, at [e-mail].

You are asked to consider and vote on the resolutions below. Resolutions 1 to 8 will be proposed as ordinary resolutions and resolutions 9 to 10 will be proposed as special resolutions.

ORDINARY BUSINESS

Ordinary Resolutions

1. Report and accounts
   To receive and approve the Directors' report, the audited accounts and independent auditors' report for the period ended 30 April 2021.
2. Re-appointmentof auditors To:
3. 1. Re-appointMessrs Grant Thornton UK LLP as auditors of the Company until the conclusion of the next Annual General Meeting of the Company at which accounts are laid before the members; and
   2. authorise the Directors to determine the auditors' remuneration.

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1. Appointment of a Director
   To re-appoint as a Director Mr Ken Ford who retires in accordance with Article 81 of the Company's Articles of Association ("Articles") and is entitled to be re-appointed in accordance with Article 87 of the Articles.
2. Appointment of a Director
   To re-appoint as a Director Mr Michael Creedon who retires in accordance with Article 81 of the Company's Articles and is entitled to be re-appointed in accordance with Article 87 of the Articles.
3. Appointment of a Director
   To re-appoint as a Director Ms Isabel Napper who retires in accordance with Article 81 of the Company's Articles and is entitled to be re-appointed in accordance with Article 87 of the Articles.
4. Appointment of a Director
   To re-appoint as a Director Mr David Tilston who retires in accordance with Article 81 of the Company's Articles and is entitled to be re-appointed in accordance with Article 87 of the Articles.
5. Appointment of a Director
   To re-appoint as a Director Mr Jonathan Abell who retires in accordance with Article 81 of the Company's Articles and is entitled to be re-appointed in accordance with Article 87 of the Articles.

SPECIAL BUSINESS

As special business, to consider and if thought fit, to pass resolution 8 as an ordinary resolution and resolutions 9 and 10 as special resolutions:

Ordinary Resolution

8. Directors' authority to allot shares

That the Directors be and they are hereby generally and unconditionally authorised in accordance with section 551 Companies Act 2006 ("CA 2006") and in substitution for any existing authority conferred on them to exercise all the powers of the Company to allot shares in the Company, and/or grant rights for or to convert any security into shares in the Company, up to an aggregate nominal amount of £330,000 (being the nominal value of approximately one third of the issued share capital of the Company) to such persons at such times and on such terms as they think proper, provided that the authorities conferred by this resolution expire (unless revoked, varied or renewed) at the conclusion of the next Annual General Meeting of the Company or, if earlier, at the close of business on 22 December 2022, save that the Company may in accordance with s551(7) CA 2006, prior to the expiry of such period, make any offer or agreement which requires or might require relevant securities to be allotted after the expiry of such period,

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and the Directors may allot such shares pursuant to such offer or agreement notwithstanding such expiry.

Special Resolutions

9. First dis-application of statutory pre-emption rights

That subject to and conditional on resolution 8 being passed, the Directors be generally authorised in accordance with section 570 CA 2006 to allot equity securities (as defined in CA 2006) for cash, and/or to sell ordinary shares held by the Company as treasury shares for cash, under the authority given by resolution 8 as if section 561 CA 2006 did not apply to any such allotment or sale, such authority to be limited to:

1. the allotment of equity securities in connection with an issue or offer of equity securities by way of rights or otherwise open for acceptance for a period fixed by the Directors in favour of holders of equity securities and any other persons entitled to participate in such issue or offer in proportion (as nearly as may be) to the respective numbers of equity securities held by or deemed to be held by them on the record date for such allotment (which shall include the allotment of equity securities to any underwriter in respect of such issue or offer), subject only to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with fractional entitlements or practical problems arising under the laws of any overseas territory or the requirements of any regulatory authority or body or any stock exchange in any territory; and
2. the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to an aggregate nominal amount of £49,500.00 (being the nominal value of approximately 5% of the issued share capital of the Company),

such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 22 December 2022) 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 (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

10. Second dis-application of statutory pre-emption rights

That subject to and conditional on resolution 8 being passed, the Directors be generally authorised in accordance with section 570 CA 2006, in addition to any authority granted under resolution 9 above, to allot equity securities (as defined in CA 2006) for cash, and/or to sell ordinary shares held by the Company as treasury shares for cash, under the authority given by resolution 8 as if section 561 CA 2006 did not apply to any such allotment or sale, such authority to be:

1. limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £49,500.00 (being the nominal value of approximately 5% of the issued share capital of the Company); and
2. used only for the purposes of financing (or refinancing, if the authority is to be used

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within six months after 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 this notice,

such authority to expire at the end of the next AGM of the Company (or, if earlier, at the close of business on 22 December 2022) 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 (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

By order of the Board dated 23 August 2021

SDI Group plc

Beacon House, Nuffield Road

Cambridge CB4 1TF

Jonathan Paul Abell

Company Secretary

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NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

Entitlement to attend and vote

1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 and paragraph 18 (c) of The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009, the Company specifies that only those members registered on the Company's register of members at:

∙ 10.00 am on 20 September 2021; or,

∙ if this Meeting is adjourned, 48 hours excluding non-working days prior to the adjourned meeting, shall be entitled to attend and vote at the Meeting.

Appointment of proxies

1. If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
2. A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details of how to appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.
3. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy, you may photocopy the proxy form. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. Failure to specify the number of shares to which each proxy appointment relates or specifying more shares than the number of shares held by you at the time set out in note 1 above will result in the proxy appointments being invalid.
4. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.

Appointment of proxy using hard copy proxy form

1. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote. To appoint a proxy using the proxy form, the form must be:
   ∙ completed and signed;
   ∙ sent or delivered to Share Registrars, The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR, or scanned signed copies may be sent by email to [e-mail]; and
   ∙ received by Share Registrars no later than 20 September 2021 at 10.00 am.
   CREST members should use the CREST electronic proxy appointment service and refer to note 8 below in relation to the submission of a proxy appointment via CREST.
   In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
   Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
2. In each case the proxy appointment must be received not less than 48 hours (excluding non-working days) before the time for the holding of the Meeting or adjourned meeting together with any authority (or a duly certified copy of such authority) under which it is signed.

Appointment of proxies through CREST

8. As an alternative to completing the hardcopy proxy form, CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Meeting and any adjournment(s) of it by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's ("EUI") specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the Company's agent (ID: 7RA36) by not later than 48 hours (excluding non- working days) prior to the time appointed for the Meeting or adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST Personal Member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Appointment of proxy by joint members

9. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).

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