Ten Entertainment : Notice of AGM

NOTICE OF MEETING

IMPORTANT INFORMATION

ANNUAL GENERAL MEETING of Ten Entertainment Group plc to be held at Aragon House, University Way, Cranfield Technology Park, Cranfield, Bedford MK43 0EQ on Wednesday 5 May 2021 at 12.15 p.m. (London time). In light of ongoing government restrictions due to Covid-19, shareholders are advised not to attend the AGM in person. YOUR VOTE IS IMPORTANT. We strongly encourage shareholders to vote on all resolutions in advance of the AGM by completing an online proxy appointment form appointing the Chairman of the AGM as your proxy, to register any questions in advance and not to attend the meeting in person. The Company will provide a facility for shareholders to join the AGM online and there will be an opportunity for shareholders to ask questions. Further details are set out in this document.

NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of Ten Entertainment Group plc (the "Company") will be held at Aragon House, University Way, Cranfield Technology Park, Cranfield, Bedford MK43 0EQ, on Wednesday 5 May 2021 at 12.15 p.m. (London time) to consider and, if thought appropriate, pass the following resolutions of which Resolutions 1 to 12 will be proposed as ordinary resolutions and Resolutions 13 to 15 will be proposed as special resolutions.

ORDINARY RESOLUTIONS

REPORT AND ACCOUNTS

1 To receive the Directors' report and the accounts for the Company for the year ended 27 December 2020.

DIRECTORS' REMUNERATION

1. To approve the Directors' Remuneration Report for the year ended 27 December 2020, excluding the Directors' Remuneration Policy, set out on pages 76 to 93 of the Annual Report.
2. To approve the Directors' Remuneration Policy, set out on pages 81 to 85 of the Annual Report for the year ended 27 December 2020.

DIRECTORS

1. To re-elect Nick Basing as a Director.
2. To re-elect Graham Blackwell as a Director.
3. To re-elect Antony Smith as a Director.
4. To re-elect Adam Bellamy as a Director.
5. To re-elect Christopher Mills as a Director.
6. To re-elect Julie Sneddon as a Director.

AUDITORS

1. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting at which accounts are laid before the Company.
2. To authorise the Directors to fix the remuneration of the auditors.

DIRECTORS' AUTHORITY TO ALLOT SHARES

12 To generally and unconditionally authorise the Directors pursuant to and in accordance with Section 551 of the Companies Act 2006 (the 2006 Act) to exercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert any security into shares in the Company:

1. up to an aggregate nominal amount of £227,823; and
2. comprising equity securities (as defined in Section 560(1) of the 2006 Act) up to a further aggregate nominal amount of £227,823 in connection with an offer by way of a rights issue,

such authorities to apply in substitution for all previous authorities pursuant to Section 551 of the 2006 Act and to expire at the end of the next Annual General Meeting or on 31 July 2022, whichever is the earlier, but in each case so that the Company may make offers and enter into agreements during the relevant period which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority ends.

For the purposes of this resolution, rights issue means an offer to:

1. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
2. 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,

to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.

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IMPORTANT INFORMATION CONTINUED

SPECIAL RESOLUTIONS

DISAPPLICATION OF PRE-EMPTION RIGHTS

13 THAT if Resolution 12 is passed, the Directors be authorised to allot equity securities (as defined in the 2006 Act) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if Section 561 of the

2006 Act did not apply to any such allotment or sale, such authority to be limited:

1. to allotments for rights issues and other pre-emptive issues; and
2. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph 13.1 above) up to a nominal amount of £68,346, used for general corporate purposes of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights and the statement "Pre-emption Group expectations for issuances in the current circumstances" published by the Pre-Emption Group as a response to the coronavirus crisis, most recently published prior to the date of this Notice.

This authority is to expire at the end of the next Annual General Meeting of the Company or, if earlier, at the close of business on 31 July 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.

AUTHORITY TO PURCHASE OWN SHARES

14 To unconditionally and generally authorise the Company for the purpose of Section 701 of the 2006 Act to make market purchases (as defined in Section 693(4) of the 2006 Act) of ordinary shares of £0.01 each in the capital of the Company provided that:

1. the maximum number of ordinary shares which may be purchased is 6,834,697;
2. the minimum price which may be paid for each share is £0.01;
3. the maximum price which may be paid for an ordinary share is an amount equal to the higher of: (i) 105% of the average of the closing price of the Company's ordinary shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such ordinary share is contracted to be purchased; and (ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share as derived from the London Stock Exchange Trading System; and
4. this authority shall expire at the conclusion of the Company's next Annual General Meeting or, if earlier, 31 July 2022 (except in relation to the purchase of ordinary shares, the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry) unless such authority is renewed prior to such time.

NOTICE OF GENERAL MEETINGS

15 To authorise the Directors to call a general meeting other than an Annual General Meeting on not less than 14 clear days' notice. By order of the Board

ANTONY SMITH

COMPANY SECRETARY

9 April 2021

Registered in England and Wales No. 10672501

Registered Office:

Aragon House, University Way, Cranfield Technology Park, Cranfield, Bedford, England MK43 0EQ

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NOTICE OF MEETING

EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING

THE NOTES ON THE FOLLOWING PAGES GIVE AN EXPLANATION OF THE PROPOSED RESOLUTIONS.

Resolutions 1 to 12 are proposed as ordinary resolutions. For each of these resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 13 to 15 are proposed as special resolutions. For each of these resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

RESOLUTION 1: REPORT AND ACCOUNTS

The first item of business is the receipt by the shareholders of the Directors' report and the accounts of the Company for the year ended 27 December 2020. The Directors' report, the accounts and the report of the Company's auditors on the accounts and on those parts of the Directors' Remuneration Report that are capable of being audited are contained within the Annual Report.

RESOLUTION 2: ANNUAL REMUNERATION REPORT

This resolution seeks shareholder approval of the Directors' Remuneration Report, excluding the summary Directors' Remuneration Policy, for the year ended 27 December 2020 as set out on pages 81 to 85 of the Annual Report. The Company's auditors, PricewaterhouseCoopers LLP, have audited those parts of the Directors' Remuneration Report that are required to be audited and their report may be found on pages 76 to 93 of the Annual Report. This resolution is subject to an "advisory vote" by shareholders; in the event that the resolution is not passed, the Directors' Remuneration Policy would normally need to be reconsidered by shareholders at the next AGM.

RESOLUTION 3: DIRECTORS' REMUNERATION POLICY

The Directors' Remuneration Policy is contained in the Directors' Remuneration Report and can be found on pages 81 to 85 of the Annual Report. It sets out the policy of the Company with respect to the making of remuneration payments and payments for loss of office to the Directors. Under Section 439A of the 2006 Act, there must be a binding shareholder vote on the Directors' Remuneration Policy at least once every three years (unless the Directors wish to change the policy within that three-year period). Therefore, this Resolution 3 seeks shareholder approval of the Directors' Remuneration Policy which, if passed, will take effect at the conclusion of the meeting. Once effective, all future payments to Directors, past and present, must normally comply with the terms of the policy, unless specifically approved by shareholders in a general meeting. If Resolution 3 is not passed, the Directors' Remuneration Policy approved at the 2020 annual general meeting will continue in effect.

RESOLUTIONS 4 TO 9: RE-ELECTION OF DIRECTORS

In accordance with the UK Corporate Governance Code, all Directors are submitting themselves for re-election by shareholders.

Biographical details of each of the Directors who are seeking re-election appear on page 8 of this document. The Board believes that each Director brings considerable and wide-ranging skills and experience to the Board as a whole and continues to make an effective and valuable contribution to the deliberations of the Board. Each Director has continued to perform effectively and demonstrate commitment to their role.

The Board carries out a review of the independence of its Directors on an annual basis. In considering the independence of the independent Non-Executive Directors proposed for re-election, the Board has taken into consideration the guidance provided by the UK Corporate Governance Code. Accordingly, the Board considers Adam Bellamy and Julie Sneddon to be independent in accordance with the UK Corporate Governance Code.

Members of the Board who are also shareholders (i.e. Nick Basing, Graham Blackwell, Antony Smith, Christopher Mills, Adam Bellamy and Julie Sneddon) cannot be counted in the voting of Resolutions 7 and 9 (the re-election of the independent Directors), pursuant to Article 25.1 of the Company's Articles of Association which requires the passing of both an ordinary resolution of independent shareholders, as well as an ordinary resolution of the Company. Otherwise the Company must propose a further resolution for the re-election of the proposed independent Director which must be approved by an ordinary resolution of the Company at a meeting of the Company held at least 90 days after the original vote but within 120 days of the original vote.

It is the intention of the Board that all Directors will continue to submit themselves for annual re-election by shareholders in accordance with the UK Corporate Governance Code.

RESOLUTION 10: RE-APPOINTMENT OF AUDITORS

The auditors of a company must be appointed or re-appointed at each general meeting at which the accounts are laid. Resolution 10 proposes, on the recommendation of the Directors, the appointment of PricewaterhouseCoopers LLP as the Company's auditors, until the conclusion of the next general meeting of the Company at which accounts are laid.

RESOLUTION 11: REMUNERATION OF AUDITORS

This resolution seeks shareholder consent for the Directors to set the remuneration of the auditors.

RESOLUTION 12: DIRECTORS' AUTHORITY TO ALLOT SHARES

The purpose of Resolution 12 is to renew the Directors' power to allot shares. The authority in paragraph 12.1 will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares up to approximately one third (33.3%) of the total issued ordinary share capital of the Company (exclusive of treasury shares) which as at 8 April 2021, being the latest practicable date prior to publication of this Notice of Meeting, is equivalent to a nominal value of £227,823.

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EXPLANATORY NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING CONTINUED

The authority in paragraph 12.2 will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares only in connection with a rights issue up to a further nominal value of £227,823, which is equivalent to approximately one third (33.3%) of the total issued ordinary share capital of the Company (exclusive of treasury shares) as at 8 April 2021. The Company currently holds no shares in treasury.

There are no present plans to undertake a rights issue or to allot new shares other than in connection with employee share incentive plans. The Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to current issues surrounding COVID-19 (coronavirus), market developments and to enable allotments to take place to finance business opportunities as they arise.

If the resolution is passed the authority will expire on the earlier of 31 July 2022 and the end of the Annual General Meeting in 2022.

RESOLUTION 13: DISAPPLICATION OF PRE-EMPTION RIGHTS

If the Directors wish to allot new shares and other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme), company law requires that these shares are offered first to shareholders in proportion to their existing holdings.

Resolution 13 deals with the authority of the Directors to allot new shares or other equity securities pursuant to the authority given by Resolution 12, or sell treasury shares, for cash without the shares or other equity securities first being offered to shareholders in proportion to their existing holdings. Such authority shall only be used in connection with a pre-emptive offer, or otherwise, up to an aggregate nominal amount of £68,346, being approximately 10% of the total issued ordinary share capital of the Company as at 8 April 2021. As at 8 April 2021 the Company holds no treasury shares.

The Pre-Emption Group's Statement of Principles supports the annual disapplication of pre-emption rights in respect of allotments of shares and other equity securities (and sales of treasury shares for cash) representing no more than an additional 5% of issued ordinary share capital (exclusive of treasury shares), to be used only in connection with an acquisition or specified capital investment. The Pre-Emption Group's Statement of Principles defines "specified capital investment" as meaning one or more specific capital investment-related uses for the proceeds of an issuance of equity securities, in respect of which sufficient information regarding the effect of the transaction on the Company, the assets, the subject of the transaction and (where appropriate) the profits attributable to them is made available to shareholders to enable them to reach an assessment of the potential return.

In response to the coronavirus crisis, the Pre-Emption Group issued a statement, "Pre-emption Group expectations for issuances in the current circumstances", whereby they recommend to investors, on a case by case basis, to consider the supporting of issuances of up to 20% of a company's issued share capital on a temporary basis.

If the resolution is passed, the authority will expire at the end of the next Annual General Meeting or on 31 July 2022, whichever is the earlier.

The Board considers the authority in Resolution 13 to be appropriate in order to allow the Company flexibility to navigate the coronavirus crisis, finance business opportunities or to conduct a rights issue or other pre-emptive offer without the need to comply with the strict requirements of the statutory pre-emption provisions.

The Board intends to adhere to the provisions in the Pre-Emption Group's Statement of Principles not to allot shares for cash on a non-preemptive basis (other than pursuant to a rights issue or pre-emptive offer) in excess of an amount equal to 7.5% of the total issued ordinary share capital of the Company within a rolling three-year period other than (i) after prior consultation with shareholders or (ii) in connection with an acquisition or specified capital investment 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.

RESOLUTION 14: PURCHASE OF OWN SHARES

The effect of Resolution 14 is to renew the authority granted to the Company to purchase its own ordinary shares, up to a maximum of 6,834,697 ordinary shares, until the next Annual General Meeting or 31 July 2022, whichever is the earlier. This represents 10% of the ordinary shares in issue (excluding shares held in treasury) as at 8 April 2021, being the latest practicable date prior to the publication of this Notice. The Company's exercise of this authority is subject to the stated upper and lower limits on the price payable, the upper limit being the price stipulated in Commission Delegated Regulation (EU) 2016/1052 as referred to in Article 5(6) of the retained EU law version of the Market Abuse Regulation, and the Listing Rules.

Pursuant to the 2006 Act, the Company can hold any shares which are repurchased as treasury shares and either re-sell them for cash, cancel them, either immediately or at a point in the future, or use them for the purposes of its employee share schemes. Holding the repurchased shares as treasury shares will give the Company the ability to re-sell or transfer them in the future and will provide the Company with additional flexibility in the management of its capital base. No dividends will be paid on, and no voting rights will be exercised in respect of, treasury shares. Shares held as treasury shares will not automatically be cancelled and will not be taken into account in future calculations of earnings per share (unless they are subsequently re-sold or transferred out of treasury).

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NOTICE OF MEETING

The Directors consider it desirable and in the Company's interests for shareholders to grant this authority. The Directors have no present intention to exercise this authority, and will only do so if and when conditions are favourable with a view to enhancing net asset value per share.

The Company will not, save in accordance with a predetermined, irrevocable and non-discretionary programme, repurchase shares in the period immediately preceding the preliminary announcement of its annual or interim results as dictated by the Listing Rules or Market Abuse Regulation or, if shorter, between the end of the financial period concerned and the time of a relevant announcement or, except in accordance with the Listing Rules and the Market Abuse Regulation, at any other time when the Directors would be prohibited from dealing in shares.

As at 8 April 2021, being the latest practicable date prior to publication of this Notice, there were no outstanding warrants or options to subscribe for ordinary shares in the Company and the Company did not hold any treasury shares.

RESOLUTION 15: NOTICE OF GENERAL MEETINGS

Under the 2006 Act, as amended, the notice period required for all general meetings of the Company is 21 days, though shareholders can approve a shorter notice period for general meetings that are not Annual General Meetings, which cannot however be less than 14 clear days. Annual General Meetings will continue to be held on at least 21 clear days' notice. The shorter notice period for which shareholder approval is sought under Resolution 15 would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. In the event that a general meeting is called on less than 21 days' notice, the Company will meet the requirements for electronic voting under The Companies (Shareholders' Rights) Regulations 2009. Shareholder approval will be effective until the Company's next Annual General Meeting, when it is intended that a similar resolution will be proposed.

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