Brand Architekts : AGM Notice 2020

1	Brand Architekts Group plc	Notice of Meeting 2020

This Notice of Meeting is important and requires your immediate attention. If you are in any doubt as to the contents of this document and/or the action you should take, you are recommended to seek personal financial advice from your bank manager, stockbroker, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000.

If you have sold or transferred all of your shares in the Company, please send this document and all accompanying documents to the purchaser or transferee, or to the stockbroker, bank or other agent through or to whom the transfer was effected so that they can be passed on to the person who now owns the shares.

BRAND ARCHITEKTS GROUP PLC

(Registered in England and Wales with company number 01975376)

2	Brand Architekts Group plc	Notice of Meeting 2020

8 Waldegrave Road

Teddington

Middlesex

TW11 8GT

22 October 2020

Dear Shareholder,

Notice of the 2020 Annual General Meeting

I am pleased to enclose the Report and Accounts for Brand Architekts Group plc (the Company) for the year ended June 2020.

Annual General Meeting

This year's Annual General Meeting of the Company (the AGM) will be held on Wednesday 25 November 2020 at 11:00 am (London time) at 8 Waldegrave Road, Teddington, Middlesex TW11 8GT.

The notice of the AGM is set out on page 4 of this document, and on page 6 there are notes explaining the resolutions.

Given the current COVID-19 pandemic and the associated UK Government measures prohibiting public gatherings of more than six people, the AGM this year will need to be held as a closed meeting. Shareholders will not be permitted to attend the AGM other than to meet the quorum requirement under the Company's Articles of Association, for which the necessary members will be provided by the Company. Instead, shareholders are strongly encouraged to submit Forms of Proxy in favour of the Chairman of the AGM in order to ensure their votes will be counted.

In order to protect the health and wellbeing of our shareholders, officers and employees, any shareholder who seeks to attend the AGM in person, will be prevented from doing so on grounds of public safety.

The proceedings of the AGM will be restricted to the formal business set out in the Notice of AGM. The results of the voting on each resolution will be announced and uploaded onto the Company's website promptly following the close of the AGM.

The Company will continue to monitor the UK Government measures. If circumstances change resulting in the lifting of measures preventing the movement or gathering of people before the date of the AGM, it will consider whether it is appropriate to open up the AGM for attendance by shareholders. If this is the case, an update will be given on the Company's website and by way of announcement to the regulatory news service of London Stock Exchange plc.

In any event, the Board believes shareholders of the Company should be allowed the opportunity to engage with the Board. Any shareholder who has questions for the Board in relation to the business of the AGM, should therefore send their questions by email to brandarchitekts@ almapr.co.uk. Where the Board considers it appropriate, it will endeavour to respond to any questions on the Company's website as soon as practical.

Action to be taken

On the basis that the relevant UK Government measures remain in place, shareholders should comply with the UK Government's rules by not attending the AGM in person. Shareholders wishing their votes to be counted at the meeting should appoint the Chairman of the AGM to act as their proxy. Shareholders should note that the appointment of someone other than the chairman of the AGM to act as their proxy will not be valid, as that person will equally not be permitted to attend the meeting in person.

All resolutions at the AGM will be taken under a poll and not by a show of hands in order that shareholder views can be taken fully into account in line with the proxy votes submitted. Shareholders will not be permitted to attend the AGM in person and will be refused entry should they attempt to do so.

In order to register your proxy votes in relation to the resolutions to be proposed at the AGM, you should complete the enclosed Form of Proxy and return it to the Company's Registrars, Computershare Investor Services PLC, at The Pavilions, Bridgwater Road, Bristol BS99 6ZY, by no later than 11:00 am on Monday 23 November 2020, following the instructions on the Form of Proxy. Please see the notes to the Notice of AGM and the Form of Proxy for full details about the appointment of proxies.

3	Brand Architekts Group plc	Notice of Meeting 2020

Recommendation

The directors of the Company consider that the resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole. Accordingly, the directors unanimously recommend you to vote in favour of each of the resolutions set out in the Notice of AGM as they intend to do in respect of their own beneficial shareholdings.

The Board of directors would like to thank all shareholders for their continued support and understanding during these exceptional circumstances.

Yours faithfully

Roger McDowell

Chairman

4

Brand Architekts Group plc

Notice of Meeting 2020

Notice of Annual General Meeting

Notice is hereby given that the 34th Annual General Meeting (the AGM) of the Company will be held on Wednesday 25 November 2020 at 11:00 am (London time) at 8 Waldegrave Road, Teddington, Middlesex TW11 8GT in order to consider the following resolutions:

Ordinary Business

To consider and, if thought fit, pass the following resolutions, each of which will be proposed as ordinary resolutions:

1. To receive the annual financial statement of accounts and the reports of the directors and the independent auditors for the financial year ended 30 June 2020.
2. To authorise the directors to determine the auditors' remuneration.
3. To re-appoint PKF Francis Clark LLP as the Company's auditors.
4. To re-elect Mr Thomas Carter as a director of the Company.
5. To re-elect Mr Quentin Higham as a director of the Company.
6. To re-elect Mr Christopher How as a director of the Company.
7. To re-elect Mr Edward Beale as a director of the Company.

Special Business

To consider and, if thought fit, pass the following resolutions, of which resolution 8 will be proposed as an ordinary resolution and resolutions 9, 10 and 11 will be proposed as special resolutions:

1. That, in substitution for any equivalent authorities and powers granted to the directors prior to the passing of this resolution, the directors be and they are hereby generally and unconditionally authorised pursuant to Section 551, Companies Act 2006 (the Act) to exercise all powers of the Company to allot shares in the Company, and grant rights to subscribe for or to convert any security into shares of the Company (such shares, and rights to subscribe for or to convert any security into shares of the Company being relevant securities) provided that this authority shall be limited to relevant securities up to an aggregate nominal amount of £286,891.20 representing approximately one-third of the nominal value of the issued Ordinary Share capital of the Company at the date of this Notice provided that the authority conferred by this resolution, unless previously revoked, varied or extended in accordance with the Act, shall expire on the earlier of 15 months after the date of the passing of this resolution and the conclusion of the next AGM of the Company, save that the Company may at any time before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of such an offer or agreement as if this authority had not expired.
2. That, subject to the passing of resolution 8 above, that the directors of the Company be and they are empowered and authorised to allot equity securities (as defined in Section 560 of the Act) of the Company in accordance with Section 570(1) of the Act and/or to sell treasury shares (in accordance with Section 573 of the Act), wholly for cash pursuant to the authority conferred by resolution 8 above, in each case as if Section 561(1) of the Act did not apply to such allotment or sale, provided that the power conferred by this resolution shall be limited to:
3. 1. the allotment or sale of equity securities in connection with an offer of, or invitation to apply for, equity securities:
   2. 1. in favour of holders of Ordinary Shares in the capital of the Company, where the equity securities respectively attributable to the interests of all such holders are proportionate (as nearly as practicable) to the respective number of Ordinary Shares in the capital of the Company held by them; and
      2. to the holders of any other equity securities as required by the rights of those securities or as the directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal, regulatory or practical problems arising under the laws or requirements of any territory or by virtue of shares being represented by depository receipts or the requirements of any regulatory body or stock exchange or any other matter whatsoever; and

1. the allotment or sale, otherwise than pursuant to sub-paragraph (a) above, of equity securities up to an aggregate nominal value equal to £86,153.50 representing approximately 10% of the issued share capital of the Company at the date of this Notice;
   such power, unless previously revoked, varied or extended in accordance with the Act, to expire on the earlier of 15 months after the date of the passing of this resolution and the conclusion of the next AGM of the Company, except that the Company may before the expiry of such power make an offer or agreement which would or might require equity securities to be allotted or sold after such expiry and the directors may allot equity securities in pursuance of such an offer or agreement as if such power had not expired.