UP Global Sourcing : NOTICE OF AGM 2022

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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 are recommended to seek your own advice immediately from a stockbroker, solicitor, accountant or other professional adviser authorised pursuant to the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

If you have sold or transferred all of your Ordinary Shares in the Company, please forward this document together with the Proxy Form without delay to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. Such documents should not, however, be forwarded or transmitted in or into any jurisdiction where to do so might constitute a violation of the relevant laws in such jurisdiction. If you have sold or transferred only part of your holding of Ordinary Shares, you should retain these documents and consult the stockbroker bank or other agent through whom the sale or transfer was effected.

This document should be read in conjunction with the enclosed Proxy Form and the definitions set out in Part 2 of this document. The whole of this document should be read and, in particular, your attention is drawn to the letter from the Chairman of the Company set out in Part 1 of this document which contains the recommendation by the Directors to Shareholders to vote in favour of the resolutions to be proposed at the Annual General Meeting.

UP GLOBAL SOURCING HOLDINGS PLC

(incorporated under the laws of England and Wales with registered number 05432142)

Notice of Annual General Meeting

A notice convening the Annual General Meeting of the Company to be held at 2.00 p.m. on 16 December 2022 at Manor Mill,

Victoria Street, Chadderton, Oldham OL9 0DD is set out in Part 3 of this document.

Whether or not you propose to attend the Annual General Meeting, please complete, sign and return the accompanying Proxy Form in accordance with the instructions printed on it as soon as possible. The Proxy Form must be received by the Company's registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing BN99 6DA, not less than 48 hours before the time of the holding of the Annual General Meeting. The Proxy Form may be delivered by post or by hand, to Equiniti Limited so that it is received by Equiniti Limited by no later than 2.00 p.m. on 14 December 2022 (being 48 hours before the time appointed for the holding of the

Annual General Meeting). CREST members can also appoint proxies by using the CREST electronic proxy appointment service and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by Equiniti Limited by no later than 2.00 p.m. on 14 December 2022. The time of receipt will be taken to be the time from which Equiniti Limited is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

UP Global Sourcing Holdings plc Notice of Annual General Meeting 2022

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IMPORTANT NOTICE

The release, publication or distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves about, and observe, any applicable restrictions or requirements. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. This document has been prepared for the purposes of complying with English law and the Listing Rules and the applicable rules and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales. The statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them, and publication of this document shall not give rise to any implication that there has been no change in the facts set forth herein since such date. Nothing contained in this document shall be deemed to be a forecast, projection or estimate of the future financial performance of the Company except where otherwise stated.

FORWARD-LOOKING STATEMENTS

This document contains certain ''forward-looking statements'' with respect to certain plans and objectives of the members of the Group. In some cases, these forward-looking statements can be identified by the fact that they do not relate to historical or current facts and by the use of forward-looking terminology, including the terms ''anticipates'', ''believes'', ''estimates'', ''expects'', ''intends'', ''plans'', ''prepares'', ''goal'', ''target'', ''will'', ''may'', ''should'', ''could'' or ''would'' or, in each case, their negative or other variations or comparable terminology. These statements are based on assumptions and assessments made by the Directors in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. Investors should specifically consider the factors identified in this document that could cause actual results to differ before making an investment decision. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company or the Group, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. They are also based on numerous assumptions regarding the Company's and/or the Group's present and future business strategies and the environment in which it is believed that the Group will operate in the future. These forward- looking statements speak only as at the date of this document. Except as required by the FCA, the Listing Rules, the Disclosure and Transparency Rules, the London Stock Exchange or applicable law, the Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this document to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this document.

UP Global Sourcing Holdings plc Notice of Annual General Meeting 2022

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Contents

Expected Timetable of Events	3
Part 1: Letter from the Chairman	4
Part 2: Definitions	6
Part 3: Notice of Annual General Meeting	7

Expected Timetable of Events

Last time and date for registering attendance in person at the Annual General Meeting	12.00 p.m. on 14	December 2022
Last time and date for receipt of Proxy Form for the Annual General Meeting	2.00 p.m. on 14	December 2022
Last time and date for receipt of CREST Proxy Instructions	2.00 p.m. on 14	December 2022
Last time and date for registration in the Register	6.30 p.m. on 14	December 2022
Annual General Meeting	2.00 p.m. on 16 December 2022

Notes:

1. Reference to times are to London times unless otherwise stated.
2. The dates and times given in this document are based on the Company's current expectations and may be subject to change.
3. Any changes to the timetable set out above will be announced via a Regulatory Information Service.

UP Global Sourcing Holdings plc Notice of Annual General Meeting 2022

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Part 1: Letter from the Chairman

UP GLOBAL SOURCING HOLDINGS PLC

(incorporated under the laws of England and Wales with registered number 05432142)

Directors:	Registered Office
James John McCarthy (Non-Executive Chairman)	Manor Mill
Simon Adom Showman (Chief Executive Officer)	Victoria Street
Andrew John Gossage (Executive Director)	Chadderton
John Christopher Stewart Dent (Executive Director)	Oldham
Alan Rigby (Senior Independent Non-Executive Director)	OL9 0DD
Robbie Ian Bell (Non-Executive Director)
Jill Easterbrook (Non-Executive Director)	17 November 2022
Christine Adshead (Non-Executive Director)
Dear Shareholder
Notice of Annual General Meeting

1. Notice of Annual General Meeting

Your attention is drawn to the Notice set out in Part 3 of this document (including the explanatory notes) convening the Annual General Meeting to be held at 2.00 p.m. on 16 December 2022 at Manor Mill, Victoria Street, Chadderton, Oldham OL9 0DD where the resolutions set out in the Notice will be proposed.

2. Management Incentive Plan (MIP)

At the time of the Company's IPO in 2017 certain employees were granted awards under the MIP which were, collectively, entitled to 15% of the Company's growth in value above a hurdle set at 30% above the IPO share price (being 166.4p) (Hurdle) capped at a value of 6.25% of the Company's issued share capital on the date of the IPO. Such MIP was implemented by the holding of A Ordinary Shares in the capital of the Company's subsidiary, UP Global Sourcing UK Limited.

The MIP currently has a termination date of 28 February 2024 (Longstop Date), however, due to delivery of the Group's business plan being delayed by COVID-19, the Remuneration Committee has held conversations with four of the Company's largest non- director shareholders to discuss extending the time horizon of the MIP by two years subject to an uplift in the Hurdle from 166.4p to 193.02p (equating to an 8% increase to the Hurdle for each of the two years by which the MIP is extended).

With major investors supportive of this proposal, we are seeking shareholder approval at the Annual General Meeting to extend the Longstop Date from 28 February 2024 to 28 February 2026 (with the higher Hurdle rate of 193.02p applicable from 29 February 2024).

The Remuneration Committee considers that extending the Longstop Date, in conjunction with the increase to the Hurdle, is a proportionate and reasonable measure to continue to incentivise the participants to drive growth in value of the Group whilst ensuring that the adverse impact on investors of the delayed timescale is properly reflected. For the avoidance of doubt, the Remuneration Committee considers the MIP to be a legacy scheme adopted prior to the IPO and does not intend to make any further awards under the MIP.

Resolution 3 seeks the approval of shareholders to the changes of to the MIP explained above.

UP Global Sourcing Holdings plc Notice of Annual General Meeting 2022

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3. Action to be Taken

You are invited to attend the Annual General Meeting. It is currently expected that the Annual General Meeting will be held as a physical meeting at the venue specified above, but this may be subject to change. Shareholders are, therefore, encouraged to cast their votes in respect of the business of the Annual General Meeting by voting via proxy, and to appoint the Chairman of the Annual General Meeting as their proxy.

If you would like to vote on the resolutions, please fill in the Proxy Form accompanying this document and return it to Equiniti Limited at Aspect House, Spencer Road, Lancing BN99 6DA as soon as possible. Equiniti Limited must receive the Proxy Form by 2.00 p.m. on 14 December 2022 (being 48 hours before the time appointed for the holding of the Annual General Meeting).

Resolutions 1 to 15 are to be proposed as ordinary resolutions and resolutions 16 and 17 are to be proposed as special resolutions. The ordinary resolutions 1 to 15 will require a simple majority of those voting in person or by proxy (whether on a show of hands or on a poll) in favour of such resolutions. The special resolutions 16 to 17 will require approval by not less than 75 per cent of those voting in person or by proxy (whether on a show of hands or on a poll) in favour of such resolutions.

CREST members can appoint proxies by using the CREST electronic proxy appointment service and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by Equiniti Limited (under CREST participant ID: RA19) by no later than 2.00 p.m. on 14 December 2022 (being 48 hours before the time appointed for the holding of the Annual General Meeting). The time of receipt will be taken to be the time from which Equiniti Limited is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

Completion and return of a Proxy Form or transmitting a CREST Proxy Instruction will not prevent you from attending the Annual General Meeting and voting in person should you wish to do so.

4. Further Information

Your attention is drawn to the further information set out in the Notice of Annual General Meeting in Part 3 at the end of this document. You are advised to read the whole of this document and not rely on the summary information provided above.

5. Recommendation

The Board considers the passing of the resolutions to be in the best interests of the Company and the Shareholders as a whole.

Accordingly, the Board recommends that the Shareholders vote in favour of the resolutions as they intend to do in respect of their beneficial holdings, amounting, in aggregate, to 28,160,144 Ordinary Shares, representing 31.53 per cent of the issued share capital of the Company (excluding treasury shares) at the latest practicable date (being 1 November 2022).

Yours faithfully

James McCarthy

Chairman

UP Global Sourcing Holdings plc Notice of Annual General Meeting 2022