AUCTION TECHNOLOGY PL : AUCTION TECHNOLOGY GROUP PLC

Auction Technology Group plc

(incorporated and registered in England and Wales under number 13141124)

Notice of Annual General Meeting

and Explanatory Circular to Shareholders

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker, solicitor, accountant or other professional adviser or other independent adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your shares in Auction Technology Group plc, please pass this document, together with the accompanying documents, as soon as possible 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 of AGM

This document should be read as a whole. Your attention is drawn to the letter from the Chair of Auction Technology Group plc set out on page 3 of this document which contains the recommendation by the Directors of the Company to shareholders to vote in favour of the resolutions to be proposed at the Annual General Meeting.

Notice of the Annual General Meeting of Auction Technology Group plc to be held at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL on 26 January 2023 at 2.00 p.m. is set out at the end of this document. Shareholders will also find enclosed with this document a form of proxy for use in connection with the Annual General Meeting.

Whether or not you propose to attend the Annual General Meeting, shareholders are encouraged to complete and submit the form of proxy in accordance with the instructions printed on the enclosed form. The form of proxy must be received by our Registrar, Equiniti Limited, by no later than

2.00 p.m. on 24 January 2023. Alternatively, a proxy may be appointed electronically at www.sharevote.co.uk using the Voting ID, Task ID and

Shareholder Reference Number on the Form of Proxy or, if you hold shares in CREST, by using the CREST electronic proxy appointment service. If you are an institutional investor you may also appoint a proxy electronically via the Proxymity platform.

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Auction Technology Group plc Notice of AGM

Letter from the Chairman of Auction Technology Group plc

(incorporated and registered in England and Wales under number 13141124)

Directors	Registered Office:
Breon Corcoran, Non-Executive Chairman	The Harlequin Building
John-Paul Savant, Chief Executive Officer	6th Floor,
Tom Hargreaves, Chief Financial Officer	65 Southwark Street
Scott Forbes, Senior Independent Non-Executive Director	London
Suzanne Baxter, Independent Non-Executive Director	SE1 0HR
Pauline Reader, Independent Non-Executive Director
Morgan Seigler, Non-Executive Director
Tamsin Todd, Independent Non-Executive Director
15 December 2022

Dear Shareholder

I am pleased to invite you to the Company's second Annual General Meeting which will be held at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL on 26 January 2023 at 2.00 p.m.

The notice of Annual General Meeting is set out on pages 4 to 5 of this document. A copy of the Annual Report and Accounts for the year ended 30 September 2022 (the "2022 Annual Report") is enclosed, together with a form of proxy to enable you to exercise your voting rights.

Purpose and Questions

The purpose of the Annual General Meeting is to seek shareholders' approval for the Resolutions. It is also an opportunity for shareholders to express their views and to ask questions of the Directors of the Company (the "Board"). We, as your Board, are committed to open dialogue with our shareholders and our Annual General Meeting is an excellent means to engage with you directly. As we appreciate that some shareholders may prefer not to attend, or may be unable to attend, the Annual General Meeting, if you have any questions in respect of the business of the Annual General Meeting which you would prefer to raise by email in advance, please email them to [e-mail] by 2.00 p.m. on 24 January 2023. The Board will attempt to reply to any emails received as soon as reasonably practicable. Replies will either be made by return email or published on the investor relations section of our website (www.auctiontechnologygroup.com/investors), as deemed appropriate by the Board.

Live webcast

Shareholders who would prefer not, or are unable, to attend the Annual General Meeting in person are invited to watch and listen to the Annual General Meeting online via a live webcast. Written questions may be submitted via the electronic platform at any time during the webcast of the Annual General Meeting, or by email in advance of the Annual General Meeting (as detailed above). Please note that shareholders joining the live webcast will not be able to vote on the day and must appoint a proxy in advance to ensure their vote is counted, which they should do by appointing the Chair of the Annual General Meeting as their proxy. To attend the webcast shareholders should send an email to [e-mail], including their HURN number (shareholder reference number) and their full name and their address, by 6.00 p.m. on 24 January 2023. A link to the webcast will be provided following verification of the shareholder's identity with our registrars.

Appointment of Proxies

You have the right to appoint a proxy to vote at the Annual General Meeting on your behalf. To appoint a proxy, please complete the enclosed form of proxy and send it to our registrar, Equiniti Limited. Alternatively, you can appoint a proxy online at www.sharevote.co.uk using the Voting ID, Task ID and Shareholder Reference Number on the Form of Proxy (if you have received your Form of Proxy in hard copy) or via your personal Shareview Portfolio or, if you hold shares in CREST, by using the CREST electronic appointment service. Shareholders are encouraged to appoint the Chair of the Annual General Meeting as their proxy to ensure that their vote is counted. If you are an institutional investor you may also appoint a proxy electronically via the Proxymity platform.

Proxy appointments must be received by Equiniti Limited by no later than 2.00 p.m. on 24 January 2023.

Electronic Communications

The Company actively encourages all shareholders to register for electronic communications to enable it to reduce the paper used when communicating with shareholders. For further details on how to register for electronic communications please see our website, https://www.auctiontechnologygroup. com/investors/share-price-information-and-shareholder-communications/electronic-communications/.

Recommendation

In the opinion of the Directors, each of the resolutions to be proposed at the Annual General Meeting is in the best interests of the Company and shareholders as a whole. Accordingly, the Directors recommend that shareholders vote in favour of the resolutions at the Annual General Meeting, as the Directors intend to do in respect of their own beneficial holdings of ordinary shares, which amount to approximately 3.94 per cent. of the issued ordinary shares of the Company.

Yours faithfully

Breon Corcoran

Chairman

15 December 2022

Auction Technology Group plc Notice of AGM

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Notice of AGM

Notice of Annual General Meeting

Auction Technology Group plc

(Registered in England and Wales under no. 13141124)

Notice is hereby given that the Annual General Meeting of Auction Technology Group plc (the "Company") will be held at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL on 26 January 2023 at

2.00 p.m. You will be asked to consider and vote on the resolutions below. Resolutions 15 to 18 will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.

For further information on all of the resolutions, please refer to the explanation of resolutions which can be found on pages 6 to 8.

Annual Report and Accounts

1. To receive the reports of the Directors and the Auditor and the audited accounts for the financial year ended 30 September 2022.

Directors' Remuneration Report

2. To approve the Directors' Remuneration Report, set out on pages 98 to 112 of the Annual Report and Accounts for the financial year ended 30 September 2022.

Re-election and Election of Directors

1. To re-elect Breon Corcoran as a Director of the Company.
2. To re-electJohn-Paul Savant as a Director of the Company.
3. To re-elect Tom Hargreaves as a Director of the Company.
4. To re-elect Scott Forbes as a Director of the Company.
5. To re-elect Morgan Seigler as a Director of the Company.
6. To re-elect Pauline Reader as a Director of the Company.
7. To elect Suzanne Baxter as a Director of the Company, who has been appointed as a Director since the last annual general meeting of the Company.
8. To elect Tamsin Todd as a Director of the Company, who has been appointed as a Director since the last annual general meeting of the Company.

Auditors

1. To re-appoint Deloitte LLP as Auditor of the Company to hold office until the conclusion of the next general meeting of the Company at which accounts are laid.
2. To authorise the Directors to determine the remuneration of the Auditor.

Political donations

13. That, in accordance with section 366 of the Companies Act 2006 (the "Act"), during the period beginning on the date of the passing of this resolution and ending at the conclusion of the annual general meeting of the Company to be held in 2024 or at close of business on 26 April 2024, whichever is sooner, the Company and any company which at any time during the period for which this resolution has effect, is or becomes a subsidiary of the Company, be authorised to:

1. make political donations to political parties and/or independent election candidates not exceeding £50,000;
2. make political donations to political organisations other than political parties not exceeding £50,000; and
3. incur political expenditure not exceeding £50,000;

provided that the aggregate amount of such political donations and political expenditure shall not exceed £50,000. For the purposes of this Resolution, the expressions "political donations", "political party", "political organisation", "independent election candidate" and "political expenditure" have the meanings set out in Part 14 of the Act.

Directors' Authority to Allot Shares

14. That the Directors be generally and unconditionally authorised pursuant to and in accordance with section 551 of the Companies Act

2006 (the "Act") to exercise all the powers of the Company to allot shares in the Company and grant rights to subscribe for or to convert any security into shares in the Company:

1. up to a nominal amount of £4,019.97; and
2. comprising equity securities (as defined in section 560(1) of the Act) up to an aggregate nominal amount of £4,019.97 in connection with an offer by way of a rights issue to:
3. 1. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. holders of other equity securities as required by the rights of those securities or, subject to such rights as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter.

The authorities conferred on the Directors to allot securities under paragraphs (a) and (b) will expire at the conclusion of the annual general meeting of the Company to be held in 2024 or at the close of business on 26 April 2024, whichever is sooner (unless previously renewed, varied or revoked by the Company at a general meeting). The Company may before these authorities expire, make an offer or enter into an agreement which would or might require such securities to be allotted after such expiry and the Directors may allot such securities in pursuance of that offer or agreement as if the power conferred by this resolution had not expired.

Disapplication of Pre-emption Rights (General)*

15. That, subject to the passing of Resolution 14, the Directors be authorised to allot equity securities (as defined in section 560(1) of the Companies Act 2006 (the "Act")) for cash under the authority given by Resolution 14 and/or sell ordinary shares held by the Company as treasury shares for cash as if section 561of the Act did not apply to any such allotment or sale, provided that such power be limited to:

1. the allotment of equity securities or sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph
2. 1. of Resolution 14 above, by way of a rights issue only) to:
   1. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. holders of other equity securities as required by the rights of those securities or, subject to such rights as the Directors otherwise consider necessary,

and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;

1. the allotment of equity securities or sale of treasury shares
   (otherwise than pursuant to paragraph (a) above) up to an aggregate nominal amount of £1,205.99; and

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Auction Technology Group plc Notice of AGM

1. the allotment of equity securities or sale of treasury shares
   (otherwise than under paragraph (a) or (b) above) up to a nominal amount equal to 20 per cent. of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of 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 authorities to expire at the conclusion of the annual general meeting of the Company to be held in 2024 or at the close of business on 26 April 2024), whichever is sooner (unless previously renewed, varied or revoked by the Company at a general meeting). The Company may before these authorities expire, make an offer or enter into an agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of that offer or agreement as if the power conferred by this resolution had not expired.

Disapplication of Pre-emption Rights (Acquisition or Capital Investment)*

16. That, subject to the passing of Resolution 14, the Directors be authorised, in addition to any authority granted under Resolution 15, to allot equity securities (as defined in section 560(1) of the Act) for cash under the authority given by Resolution 14 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561of the Act did not apply to any such allotment or sale, provided that such power be:

1. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £1,205.99, used only for the purposes of financing (or refinancing, if the authority is to be used within twelve 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; and
2. limited to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount equal to 20 per cent. of any allotment of equity securities or sale of treasury shares from time to time under paragraph (a) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of 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 conclusion of the annual general meeting of the Company to be held in 2024 or at the close of business on 26 April 2024, whichever is sooner (unless previously renewed, varied or revoked by the Company at a general meeting). The Company may before this authority expires, make an offer or enter into an agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of that offer or agreement as if the power conferred by this resolution had not expired.

Purchase of own Shares*

17. That the Company be and is hereby unconditionally and generally authorised for the purpose of section 701 of the Companies Act 2006 (the "Act") to make market purchases (as defined in section 693 of the Act) of ordinary shares of 0.01 pence each in the capital of the Company ("ordinary shares") on such terms and in such manner as the Directors may determine provided that:

1. the maximum number of ordinary shares which may be purchased is 12,059,932;
2. the minimum price (exclusive of expenses) which may be paid for each ordinary share is its nominal value;
3. the maximum price (exclusive of expenses) which may be paid for an ordinary share shall not be more than the higher of: (i) an amount equal to 105 per cent. of the average middle market quotations for an ordinary share, as derived from the London Stock Exchange Daily Official List, for the five business days immediately preceding the day on which the ordinary share is 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 (SETS);
4. this authority shall expire at the conclusion of the annual general meeting of the Company to be held in 2024 or at the close of business on 26 April 2024, whichever is sooner (unless previously renewed, varied or revoked by the Company at a general meeting); and
5. the Company may make a contract to purchase its own ordinary shares under the authority conferred by this resolution prior to the expiry of such authority, and such contract will or may be executed wholly or partly after the expiry of such authority, and the Company may make a purchase of its own ordinary shares in pursuance of any such contract.

Notice period for general meetings, other than an annual general meeting*

18. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

*Special resolution

By order of the Board

Jayne Meacham

Company Secretary

15 December 2022

Registered Office: The Harlequin Building, 6th Floor, 65 Southwark Street, London SE1 0HR

Auction Technology Group plc Notice of AGM

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