BrandShield : GM Circular 12 July 2021

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (FSMA).

If you have sold or otherwise transferred all of your ordinary shares in Brandshield Systems plc, please immediately forward this document, together with the Notice of General Meeting enclosed with this document, 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. If you have sold only part of your holding of ordinary shares, please contact your stockbroker, bank or other agent through whom the sale or transfer was effected immediately.

The Directors (whose names and functions appear on page 6 of this document) and the Company (whose registered office appears on page 6 of this document) accept responsibility, both collectively and individually, for the information contained in this document and compliance with the AIM Rules for Companies published by the London Stock Exchange. To the best of the knowledge and belief of the Directors and the Company (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

This document contains no offer of transferable securities to the public within the meaning of section 102B of the FSMA, the CA 2006 or otherwise and does not constitute or form part of any offer, invitation or solicitation to purchase, subscribe for, sell or issue any ordinary shares or any other securities in the Company or to otherwise engage in any investment activity in any jurisdiction in which the same is unlawful, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied in connection with, any contract therefore. Any failure to comply with these restrictions may constitute a violation of applicable securities laws in such jurisdictions. Accordingly, this document does not constitute a prospectus within the meaning of section 85 of the FSMA and has not been drawn up in accordance with the Prospectus Rules published by the UK Financial Conduct Authority (FCA) under section 73A of the FSMA and has not been, and will not be, approved by or filed with the FCA or any other competent authority.

BRANDSHIELD SYSTEMS PLC

(Incorporated in England and Wales with registered number 02956279)

NOTICE OF GENERAL MEETING

Notice of General Meeting of BrandShield Systems plc (Company or BrandShield) to be held at the offices of Edwin Coe LLP, 2 Stone Buildings, Lincoln's Inn, London, WC2A 3TH on 12 July 2021 at 12 noon is enclosed with this document. Shareholders are strongly advised to appoint the Chair of the meeting as their proxy, as under current COVID-19 related UK governmental guidance, public gatherings over more than 6 people are currently not permitted. Any other proxy appointed will not be allowed to attend the meeting unless it is specifically for the purpose of forming the quorum. You are urged to complete a valid proxy instruction so as to arrive as soon as possible and in any event not later than 12 noon on 10 July 2021 (or 48 hours before the time fixed for any adjournment of the Annual General Meeting).

Given the constantly evolving nature of the situation, if the guidelines should materially change before the date of the meeting, we may adapt our proposed arrangements, working in accordance with the latest legislature guidance issued by the UK Government and mindful of public health concerns. If the board considers that arrangements regarding attendance at the General Meeting need to change, we will notify shareholders of any changes as early as possible before the date of the meeting. Shareholders should continue to monitor the Company's website at www.brandshield.com and regulatory news services for any updates to the meeting arrangements.

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You will not receive a form of proxy for the General Meeting in the post. Instead, you will be able to vote online in accordance with the details set out below in the 'Actions to be Taken' section of the letter from the chairman. Alternatively, you may request a hard copy proxy form directly from the registrars, Link Group, 10th Floor Central

Square, 29 Wellington Street, Leeds, LS1 4DL (telephone number: 0371 664 0391).

A copy of this document is available at the Company's website - www.brandshield.com. Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this document.

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CONTENTS

	Page
Expected timetable and principal events	4
Definitions	5
Letter from the Chairman	6
Notice of General Meeting and Notes	8

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EXPECTED TIMETABLE OF EVENTS

Publication of this document	23 June 2021
Latest time and date of receipt of Form and Proxy	12 noon on 10 July 2021
General Meeting	12 noon on 12 July 2021

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DEFINITIONS

The following definitions apply throughout this document unless the context otherwise requires:

"AIM"	the AIM Market operated by the London Stock
	Exchange;
"CA 2006"	the Companies Act 2006;
"Directors" or the "Board"	the directors of the Company whose names are
	set out on page 6 of this document, or any
	authorised committee thereof;
"FCA"	the Financial Conduct Authority;
"FSMA"	the Financial Services and Markets Act 2000 (as
	amended);
"General Meeting"	the general meeting of the Company convened
	for 12 noon on 12 July 2021 or any adjournment
	thereof;
"London Stock Exchange"	the London Stock Exchange plc;
"Notice of General Meeting"	the notice convening the General Meeting which
	is enclosed with this document;
"Ordinary Shares"	ordinary shares of £0.01 each in the capital of
	the Company;
"Resolutions"	the resolutions to be passed at the General
	Meeting;
"Shareholder(s)"	registered holder(s) of Ordinary Shares;
"UK"	the United Kingdom of Great Britain and
	Northern Ireland.

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