Quarto : Notice of Annual Meeting

The Quarto Group, Inc.

Notice of Annual Meeting

• Forms of Proxy and Direction

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other professional adviser.

If you have sold or otherwise transferred all of your shares, please pass this document together with the accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares.

Notice and Business of the Annual Meeting

NOTICE IS HEREBY GIVEN that the Annual Meeting of Members of The Quarto Group, Inc. ("the Company") will be held at Second Floor, 1 Triptych Place, London SE1 9SH on May 24, 2023 at 11:00am for the transaction of the following business:

1. To receive the directors' report and accounts for the year ended December 31, 2022.
2. To re-elect Mr A. Cumming as a director.
3. To re-elect Mrs A. Goff as a director.
4. To re-elect Mr C.K. Lau as a director.
5. To re-elect Mr K.I. Fund as a director.
6. To re-elect Mrs J. Moriarty as a director.
7. To re-elect Ms M.L. Lam as a director.
8. To re-elect Mr A. Giunti Lombardo as a director.
9. To appoint Mazars LLP as auditor to the Company.

10.To authorize the directors to approve Mazars LLP's remuneration.

1. To approve the Annual Report on Remuneration as set out on pages 33 to 37 of the Annual Report and Accounts for the year ended December 31, 2022.
2. To approve the Remuneration Policy as recommended by the Remuneration Committee on page 25 of the Remuneration Committee Report contained within the Annual Report and Accounts for the financial year ended December 31, 2022.

Principal Place of Business	By Order of the Board
Second Floor	Michael Clarke
1 Triptych Place	Secretary
London
SE1 9SH	March 28, 2023
United Kingdom

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Notes to Notice of Annual Meeting:

1. The biographical details of the current directors seeking appointment or re-election can be found on pages 20 and 21 of the Report and Accounts for the year ended December 31, 2022 to enable shareholders to take an informed decision on their re-election. (Resolutions 2 to 8)
2. The Annual Report on Remuneration provides details of the remuneration (including share awards) paid to the directors during the year ended December 31, 2022. It also gives details of the way in which the Company will implement its Remuneration Policy. The vote on the Annual Report on Remuneration is advisory in nature. (Resolution 11)
3. The Remuneration Policy, as recommended by the Remuneration Committee on page 25 and mirrors the existing policy implemented on May 24, 2022. (Resolution 12)
4. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him or her using the attached Form of Proxy. To be valid, this form duly signed, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of it, must be returned to the offices of Link Group at PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL using the pre-paid envelope enclosed, to arrive no later than forty-eight hours before the time appointed for the meeting, i.e. 11:00am on May 22, 2023.
5. A proxy need not also be a member.
6. Holders of Depository Interests representing shares in the Company can instruct Link Market Services Trustees (Nominees) Limited, the Depository, by using the attached Form of Direction and returning it in the pre-paid envelope enclosed. Alternatively, they can submit or amend an instruction to a previously submitted direction, via the CREST system. The CREST message must be received by the issuer's agent RA10 by 11:00am on May 19, 2023. 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 issuer's agent is able to retrieve the message. CREST Personal Members or other CREST sponsored members, and those CREST Members who have appointed voting service provider(s) should contact their CREST sponsor or voting service provider(s) for assistance with instructing Link Market Services via CREST. For further information on CREST procedures, limitations and system timings, please refer to the CREST Manual. We may treat as invalid a direction appointment sent by CREST in the circumstances set out in Regulation 35 (5)(a) of the Uncertified Securities Regulations 2001. In any case your Form of Direction must be received by the Company's registrars by 11:00am on May 19, 2023.
7. Copies of the executive directors' service contracts and copies of the letters of appointment of the Chairman and the non-executive directors are available at the principal place of business of the Company during normal business hours and will be available for inspection at the place of the meeting for a period of at least 15 minutes prior to the Annual Meeting. The Register of directors and shareholders will be available for inspection at the commencement of and during the continuance of the Annual Meeting.
8. As at April 12, 2023 (being the last business day prior to the publication of this Notice) the Company's issued share capital consists of 40,889,100 shares of common stock of US$0.10 each carrying one vote each. Therefore, the total voting rights in the Company as at April 12, 2023 are 40,889,100.
9. Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder provided that they do not do so in relation to the same shares.

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Notice of Meeting: Form of Proxy

For use at the Annual Meeting of The Quarto Group, Inc. (the "Company") to be held on May 24, 2023

I/We

(Please complete in BLOCK CAPITALS including initials and surname of joint holders (if any))

being (a) member(s) of the above-named Company HEREBY APPOINT (SEE NOTE 1)

as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of the Company to be held at 11:00am on May 24, 2023 and at any adjournment thereof.

I/We direct my/our proxy to vote on the resolutions set out as follows:

RESOLUTION	FOR	AGAINST	VOTES WITHHELD
Resolution No. 1
Resolution No. 2
Resolution No. 3
Resolution No. 4
Resolution No. 5
Resolution No. 6
Resolution No. 7
Resolution No. 8
Resolution No. 9
Resolution No. 10
Resolution No. 11
Resolution No. 12

Please indicate with an 'X' how you wish your proxy to vote. If you do not indicate how the proxy shall vote, he will exercise his discretion both as to how he votes and as to whether or not he abstains from voting.

DATE

SIGNATURE(S)

Notes:

1. A member may appoint one or more proxies of his own choice who need not be (a) member(s) of the Company by inserting the name(s) in the space provided. If no name is inserted the Chairman of the meeting will be your proxy.
2. In the case of joint holders, the vote of the senior who tenders a vote shall be accepted by the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register.
3. A Corporations' form of proxy must be executed under its common seal, or under the hand of its officer or agent duly authorized in writing. In the case of an individual the proxy must be signed by the appointer or his agent duly authorized in writing.
4. The form of proxy to be valid, must be returned to Link Group at PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL, in the pre-paid envelope enclosed, to arrive no later than forty-eight hours before the time appointed for the meeting at which it is to be used, i.e.
   11:00am on May 22, 2023, or any adjournment thereof, together, if appropriate, with any power of attorney or other authority (or a certified copy thereof) under which it is signed.
5. Any alterations made to this form must be initialled by the person who signs it.
6. A "vote withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes for and against such resolutions.

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