Chemring : Notice of Annual General Meeting 2021

CHEMRING GROUP PLC NOTICE OF ANNUAL GENERAL MEETING 4 MARCH 2021

To be held at the Company's registered office:

Roke Manor, Old Salisbury Lane, Romsey, Hampshire SO51 0ZN

This document is important and requires your immediate attention.

If you are in any doubt about its contents you should consult your independent financial adviser. If you have sold or transferred all of your Chemring Group PLC ordinary shares you should send this document and all accompanying documents to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Notice of Annual General Meeting

Notice is hereby given that the 115th Annual General Meeting of the shareholders will be held at 11.00am on 4 March 2021 at the Company's registered office, Roke Manor, Old Salisbury Lane, Romsey, Hampshire SO51 0ZN, for the purpose of considering and, if approved, passing the following resolutions:

Ordinary resolutions

1. To receive and adopt the Company's annual accounts for the year ended 31 October 2020, together with the directors' report, the strategic report and the auditor's report on those accounts.
2. To receive and approve the directors' remuneration report (other than the part containing the directors' remuneration policy) contained within the Company's annual report and accounts for the year ended 31 October 2020.
3. To approve the payment of a final dividend of 2.6p per ordinary share for the year ended 31 October 2020.
4. To re-elect Mr Carl-Peter Forster as a director.
5. To re-elect Mrs Laurie Bowen as a director.
6. To re-elect Mr Andrew Davies as a director.
7. To re-elect Mrs Sarah Ellard as a director
8. To re-elect Mr Stephen King as a director.
9. To re-elect Mr Andrew Lewis as a director.
10. To re-elect Mr Michael Ord as a director.
11. To elect Mrs Fiona MacAulay as a director.
12. To re-appoint KPMG LLP as the Company's auditor, to hold office from the conclusion of the Annual General Meeting on 4 March 2021 until the conclusion of the next meeting at which accounts are laid before the Company.
13. To authorise the directors to agree KPMG LLP's remuneration as the auditor of the Company.
14. (a) That the directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the "Act") to:
15. 1. allot shares in the Company, and to grant rights to subscribe for or to convert any security into shares in the Company:
    2. 1. up to an aggregate nominal amount of £940,648; and
       2. comprising equity securities (as defined in the Act) up to an aggregate nominal amount of £1,881,296 (including within such limit any shares issued or rights granted under paragraph (A) above) in connection with an offer by way of a rights issue:

1. to holders of ordinary shares in proportion (as nearly as may be practicable) to their existing holdings; and

1. to people who are holders of other equity securities if this is required by the rights of those securities or, if the directors consider it necessary, as permitted by the rights of those securities;

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;

for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next annual general meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on 4 June 2022); and

1. 1. make an offer or agreement which would or might require shares to be allotted, or rights to subscribe for or convert any security into shares to be granted, after expiry of this authority and the directors may allot shares and grant rights in pursuance of that offer or agreement as if this authority had not expired;
2. that subject to paragraph (c), all existing authorities given to the directors pursuant to section 551 of the Act be revoked by this resolution; and
3. that paragraph (b) shall be without prejudice to the continuing authority of the directors to allot shares, or grant rights to subscribe for or convert any security into shares, pursuant to an offer or agreement made by the Company before the expiry of the authority pursuant to which such offer or agreement was made.

Special resolutions

15. That, subject to the passing of resolution 14 in the notice of the meeting and in place of all existing powers, the directors be generally empowered pursuant to section 570 and section 573 of the Act to allot equity securities (as defined in the Act) for cash, pursuant to the authority conferred by resolution 14 in the notice of the meeting as if section 561(1) of the Act did not apply to the allotment. This power:

1. expires (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next annual general meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on
   4 June 2022), but the Company may make an offer or agreement which would or might require equity securities to be allotted after expiry of this power and the directors may allot equity securities in pursuance of that offer or agreement as if this power had not expired; and
2. shall be limited to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under resolution 14(a)(i)(B), by way of a rights issue only):
3. 1. to the ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to people who hold other equity securities, if this is required by the rights of those securities or, if the directors consider it necessary, as permitted by the rights of those securities,

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; and

1. in the case of the authority granted under resolution 14(a)(i)(A) shall be limited to the allotment of equity securities for cash otherwise than pursuant to paragraph (b) up to an aggregate nominal amount of £141,097.

This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Act as if in the first paragraph of this resolution the words "pursuant to the authority conferred by resolution 14 in the notice of the meeting" were omitted.

2 Chemring Group PLC Notice of Annual General Meeting 2021

16. That, subject to the passing of resolution 14 in the notice of the meeting and in addition to any power given to them pursuant to resolution 15 in the notice of the meeting, the directors be generally empowered pursuant to section 570 and section 573 of the Act to allot equity securities (as defined in the Act) for cash, pursuant to the authority conferred by resolution 14 in the notice of the meeting as if section 561(1) of the Act did not apply to the allotment. This power:

1. expires (unless previously renewed, varied or revoked by the Company in general meeting) at the end of the next annual general meeting of the Company after the date on which this resolution is passed (or, if earlier, at the close of business on
   4 June 2022), but the Company may make an offer or agreement which would or might require equity securities to be allotted after expiry of this power and the directors may allot equity securities in pursuance of that offer or agreement as if this power had not expired; and
2. in the case of the authority granted under resolution 14(a)(i)(A) shall be limited to the allotment of equity securities for cash up to an aggregate nominal amount of £141,097 and provided that the allotment is for the purposes of financing (or refinancing, if the power is used within six months of 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 the notice of the meeting.

This power applies in relation to a sale of shares which is an allotment of equity securities by virtue of section 560(3) of the Act as if in the first paragraph of this resolution the words "pursuant to the authority conferred by resolution 14 in the notice of the meeting" were omitted.

17. That the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of any of its ordinary shares in the capital of the Company ("Shares") on such terms and in such manner as the directors may from time to time determine, and where such Shares are held as treasury shares, the Company may use them for the purposes of its employee share schemes, provided that:

1. the maximum aggregate number of Shares which may be purchased is 28,219,450;
2. the minimum price (exclusive of expenses) which may be paid for a Share is the nominal value thereof;
3. the maximum price (exclusive of expenses) which may be paid for a Share is the higher of:
4. 1. an amount equal to 105 per cent of the average of the middle market quotations for a Share as derived from the Daily Official List of the London Stock Exchange plc for the five business days immediately preceding the day on which such
      Share is contracted to be purchased; and
   2. an amount equal to the higher of the price of the last independent trade of a Share and the highest current independent bid for a Share on the trading venue where the purchase is carried out,

and (unless previously renewed, revoked or varied), this authority shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution or on 4 June 2022 (whichever is the earlier), save that the Company may make a contract to purchase Shares which would or might be executed

wholly or partly after the expiry of this authority, and may make purchases of Shares pursuant to it as if this authority had not expired.

All previous unutilised authorities to make market purchases of Shares are revoked, except in relation to the purchase of Shares under a contract or contracts concluded before the date of this resolution and where such purchase has not yet been executed.

18. That the Company be and is hereby generally and unconditionally authorised, from the date of the passing of this resolution and expiring at the conclusion of the next annual general meeting of the Company, to hold general meetings (other than annual general meetings) on not less than fourteen clear days' notice.

By order of the Board

Sarah Ellard

Group Legal Director & Company Secretary

15 January 2021

Chemring Group PLC

Roke Manor

Old Salisbury Lane Romsey Hampshire SO51 0ZN

Chemring Group PLC Notice of Annual General Meeting 2021

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Notes on resolutions

Resolutions 1 to 14 are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 15 to 18 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three quarters of the votes cast must be in favour of the resolution.

Resolution 1

The directors are required to present to the meeting the audited accounts and the reports of the directors and the auditor for the financial year ended 31 October 2020.

The annual report and accounts can be accessed on the Company's website (www.chemring.co.uk) or shareholders may obtain a copy by contacting the Company Secretary at the Company's registered office during usual business hours.

Resolution 2

In accordance with the provisions of the Companies Act 2006 (the "Act"), the directors' remuneration report in the 2020 annual report and accounts contains:

• a statement by Laurie Bowen, the Chairman of the Remuneration Committee;
• the annual implementation report on directors' remuneration, which details payments made to directors during the year ended 31 October 2020; and
• a summary of the directors' remuneration policy, as approved by shareholders at the 2019 annual general meeting, in relation to future payments to current and former directors.

Resolution 2 is the ordinary resolution to approve the annual implementation report on directors' remuneration, other than the part containing the directors' remuneration policy. This resolution is an advisory vote and does not affect the future remuneration paid to any director.

The directors' remuneration policy, a summary of which is set out on pages 95 to 97 of the directors' remuneration report in the 2020 annual report and accounts, is subject to a binding vote by shareholders at least every three years. As this policy was approved by shareholders at the annual general meeting held on 21 March 2019, it remains valid until the 2022 annual general meeting. No changes are proposed to be made to the policy this year, and the summary of the policy has only been included in the 2020 annual report and accounts for ease of reference.

Resolution 3

Shareholders must approve the final dividend payable for each ordinary share held. The final dividend declared cannot exceed the amount recommended by the directors. If approved, the dividend will be paid on 23 April 2021 to shareholders on the register at the close of business on 6 April 2021.

Resolutions 4 to 10

In accordance with the Company's articles of association, all directors are required to submit themselves for election or re-election at every annual general meeting. Biographical information relating to each of the directors seeking election or re-election is set out on page 6 of this notice.

The Board considers that each director of the Company who is proposed for election or re-election has appropriate and relevant skills, experience and knowledge to enable them to continue to discharge the duties and responsibilities of a director of the Company effectively. The Chairman of the Board considers that each of these individuals continues to demonstrate commitment to their role and to make an effective and valuable contribution to the Board.

Resolution 11

Fiona MacAulay was appointed by the Board after the last annual general meeting of the Company. In accordance with the Company's articles of association, she submits herself for election by shareholders.

The Board believes that Mrs MacAulay brings appropriate skills and experience to enable her to contribute to the Company's long-term sustainable success and therefore the Board recommends her election as a director of the Company.

Resolutions 12 and 13

These resolutions propose the re-appointment of KPMG as auditor, and authorise the directors, in accordance with standard practice, to agree the remuneration to be paid to the auditor.

KPMG was appointed as auditor in March 2018 to replace Deloitte, who had been the external auditor for a number of years. The Audit Committee unanimously recommends the reappointment of KPMG.

Resolution 14

The directors of the Company may only allot shares if authorised to do so by the shareholders in general meeting. This resolution, if passed, will grant new authority under section 551 of the Act and will give the directors flexibility to act in the best interests of shareholders, when opportunities arise, by issuing new ordinary shares. Paragraph (A) of the resolution authorises the directors to allot ordinary shares, and grant rights to subscribe for, or convert any security into, shares, up to an aggregate nominal amount of £940,648, which represents approximately one third of the issued ordinary share capital of the Company (exclusive of treasury shares) as at 11 January 2021 (being the latest practicable date prior to the publication of this notice)). Paragraph (B) of the resolution authorises the directors to allot, including the shares referred to in paragraph (A) of the resolution, further of the Company's shares, and grant rights to subscribe for, or convert any security into, shares, up to an aggregate nominal amount of £1,881,296 in connection with a pre-emptive offer to existing shareholders by way of a rights issue (with exclusions to deal with fractional entitlements to shares and overseas shareholders to whom the rights issue cannot be made due to legal and practical problems). This limit is in line with the latest guidelines issued by the Investment Association.

The directors have no present intention of exercising this authority except for the purpose of allotting shares under the terms of the Company's employee share schemes. The authority will expire at the conclusion of the next annual general meeting or on 4 June 2022 (whichever is the earlier).

The Company held 675,592 ordinary shares in treasury as at 11 January 2021. This amount represents 0.24 per cent of the Company's issued ordinary share capital (exclusive of treasury shares) as at that date.

4 Chemring Group PLC Notice of Annual General Meeting 2021

Resolutions 15 and 16

If the directors wish to allot shares, or grant rights to subscribe for, or convert securities into, shares, or sell treasury shares for cash (other than pursuant to an employee share scheme), they must first offer them to existing shareholders in proportion to their holdings. There may be occasions when the directors need the flexibility to finance business opportunities by allotting shares without a pre-emptive offer to existing shareholders, and this can be done if the shareholders have first given a limited waiver of their pre-emption rights.

Resolution 15 and resolution 16 ask shareholders to grant this limited waiver. The resolutions will be proposed as special resolutions.

Resolution 15 contains a two-part waiver. The first is limited to the allotment of shares for cash up to an aggregate nominal value of £141,097 (which includes the sale on a non-pre-emptive basis of any shares held in treasury), which represents approximately 5 per cent of the issued ordinary share capital of the Company (exclusive of treasury shares) as at 11 January 2021 (being the latest practicable date prior to the publication of this notice), without having to first offer them to shareholders in proportion to their existing holdings. The second is limited to the allotment of shares for cash in connection with a rights issue, to allow the directors to make appropriate exclusions and other arrangements to resolve legal or practical problems which, for example, might arise in relation to overseas shareholders.

The waiver granted by resolution 16 is in addition to the waiver granted by resolution 15. It is limited to the allotment of shares for cash up to an aggregate nominal value of £141,097 (which includes the sale on a non‑pre‑emptive basis of any shares held in treasury), which represents approximately 5 per cent of the issued ordinary share capital of the Company (exclusive of treasury shares) as at 11 January 2021 (being the latest practicable date prior to the publication of this notice), without having to first offer them to shareholders in proportion to their existing holdings. This further waiver may only be used for an allotment of shares for cash for the purposes of financing (or refinancing, if the waiver is used within six months of the original transaction) a transaction which the directors determine to be an acquisition or other capital investment of

a kind contemplated by the Pre-emption Group's March 2015 Statement of Principles.

The authority will expire at the conclusion of the next annual general meeting or on 4 June 2022 (whichever is the earlier). It is the directors' intention to review this authority every year. There are no present plans to exercise this authority.

Resolution 17

If passed, this resolution will give the Company authority to purchase its own shares in the market up to a limit of 10 per cent of the Company's issued ordinary share capital. The maximum and minimum prices are stated in the resolution. The directors believe that it is advantageous for the Company to have this flexibility to make market purchases of its own shares. In the event that shares are purchased, they will either be cancelled (and the number of shares in issue will be reduced accordingly) or retained as treasury shares, as an alternative to cancelling them.

Shares repurchased as treasury shares will be held with a view to possible resale at a future date, rather than having to cancel them. This gives the Company the ability to reissue treasury shares quickly and cost effectively, and provides the Company with additional flexibility in the management of its capital base. Any issues of treasury shares for the purposes of the Company's employee share schemes will be made within the 10 per cent anti-dilution limit set by the Investment Association.

The directors have no present intention of making such purchases and will only exercise this authority if they are satisfied that a purchase can be expected to result in an increase in earnings per share and will be in the interests of shareholders generally. The authority will expire at the conclusion of the next annual general meeting or on 4 June 2022 (whichever is the earlier).

As at 11 January 2021, there were options over 1,724,474 ordinary shares in the capital of the Company which represents 0.61 per cent of the issued ordinary share capital (excluding treasury shares) at that date. If the authority to purchase ordinary shares was exercised in full, these options would represent 0.68 per cent of the issued ordinary share capital (excluding treasury shares).

Resolution 18

The Act provides that general meetings of a company may be held on not less than fourteen clear days' notice in writing. However, the Shareholder Rights Directive (Directive 2007/36/EC), which came into force on

1 August 2009, made it a requirement for a company whose shares are traded on the London Stock Exchange (among other markets), to seek approval each year from its shareholders if any general meeting is to be held on less than twenty one days' notice in writing. Resolution 18 seeks such approval. It will only be effective until the conclusion of the next annual general meeting, when the Company may propose a similar resolution. It is intended that the shorter notice period would not be used as a matter of routine for such meetings but only where the flexibility is merited by the business of the meeting and is thought to be in the interests of shareholders as a whole.

Chemring Group PLC Notice of Annual General Meeting 2021

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Directors' biographies

Carl-Peter Forster

Chairman

Board tenure: 4 years, 8 months

Independent: Yes (on appointment)

Relevant skills and experience:

Formerly held senior leadership positions in some of the world's largest automotive manufacturers, including BMW, General Motors and Tata Motors (including Jaguar Land Rover).

Significant international strategic and operational experience.

Significant non-executive director experience, including previous appointments at Rexam PLC, Rolls-Royce plc and Cosworth Ltd; formerly served as Chairman of The London Electric Vehicle Company Ltd and Friedola Tech GmbH, and as a member of the Boards of Volvo Cars Corporation and Geely Automobile Holdings.

Principal current external appointments: Senior Independent Director at both IMI plc and Babcock International Group PLC, Chairman of the Hella KGaA Shareholder Committee and the Kinexon GmbH Advisory Board, member of the Boards of The Mobility House AG and Leddar Tech Inc.

Michael Ord

Group Chief Executive

Board tenure: 2 years, 7 months

Independent: No

Relevant skills and experience:

Formerly held a number of senior management roles with BAE Systems including Managing Director of the Naval Ships and F-35 Joint Strike Fighter businesses.

Significant leadership and operational experience in the defence sector, both in the UK and internationally.

Successful career in the Royal Navy prior to moving into industry, serving for twelve years in a number of engineering management roles.

Principal current external appointments:

None

Andrew Lewis

Group Finance Director

Board tenure: 4 years, 0 months

Independent: No

Relevant skills and experience:

A chartered accountant having trained and qualified at PwC.

Formerly Group Finance Director of Avon Rubber p.l.c. and Group Financial Controller of Rotork plc.

Significant financial and operational experience.

In-depth knowledge of the defence sector, both in the UK and internationally.

Principal current external appointments:

None

Sarah Ellard

Group Legal Director & Company Secretary

Board tenure: 9 years, 4 months

Independent: No

Relevant skills and experience:

Trained as a chartered secretary with EY before joining the Group in 1994; fellow of The Chartered Governance Institute.

Significant governance, legal/compliance and M&A experience, both in the UK and internationally.

In-depth knowledge of the defence sector.

Principal current external appointments:

None

Andrew Davies

Senior Independent Director

Board tenure: 4 years, 8 months

Independent: Yes

Relevant skills and experience:

Significant defence sector experience, having served in senior operational and strategic roles at executive committee level at BAE Systems plc for more than fourteen years.

Significant experience of strategy development and M&A.

Formerly Chief Executive of Wates Group Ltd.

Principal current external appointments:

Chief Executive of Kier Group plc.

Laurie Bowen

Non-Executive Director

Board tenure: 1 year, 6 months

Independent: Yes

Relevant skills and experience:

Over thirty years of leadership experience at large multinational telecommunications and technology companies including Cable & Wireless Communications plc, Tata Communications, BT Group plc and IBM; most recently, Chief Executive of Telecom Italia Sparkle in the Americas.

Significant operational, commercial and marketing experience in the US.

Non-executive director experience, including a former appointment at Transcom Worldwide AB.

Principal current external appointments: Non-executivedirector and Chairman of the Nomination Committee at Ricardo plc.

Stephen King

Non-Executive Director

Board tenure: 2 years, 2 months

Independent: Yes

Relevant skills and experience:

A chartered accountant, with a wealth of senior level experience within the industrial, engineering and manufacturing sectors. Formerly Group Finance Director of Caledonia Investments plc, De La Rue plc and Midlands Electricity plc.

Significant non-executive director experience, including appointments as a non-executive director and Chairman of the Audit Committee at The Weir Group plc, a non-executive director and Senior Independent Director at

1. Electronics plc, and a non-executive director of Camelot plc.

Principal current external appointments: Non-executivedirector and Chairman of the Audit Committee and Risk Committee at Signature Aviation plc.

Fiona MacAulay

Non-Executive Director

Board tenure: 0 years, 7 months

Independent: Yes

Relevant skills and experience:

Previously held a number of senior operational roles within the oil and gas sector, including a two-year appointment as Chief Executive of Echo Energy plc in 2017.

Experience of operating in high hazard industries. Significant non-executive director experience.

Principal current external appointments: Chair of Independent Gas plc and

• non‑executive director of Ferrexpo plc, Coro Energy plc and EPI Group Ltd.

6 Chemring Group PLC Notice of Annual General Meeting 2021

Shareholder notes

1. Due to the uncertainty surrounding the COVID-19 pandemic and in light of the current national lockdown in the UK, the 2021 Annual General Meeting is to be held as a "closed" meeting and shareholders will not be able to attend the meeting in person. The outcome of the resolutions to be proposed at the Annual General Meeting will be determined by the proxy votes received ahead of the meeting. We therefore strongly encourage all members to appoint the Chairman of the Annual General Meeting as their proxy to vote on their behalf at the meeting. Please do not appoint any other person as your proxy, as they will not be able to attend the Annual General Meeting or vote on your behalf.
2. A proxy form accompanies this notice and in order to be valid should be completed and returned to the Company's registrars: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by not later than 11.00am on 2 March 2021. Alternatively, you may register your vote electronically by accessing the registrar's website at www.investorcentre.co.uk/eproxy. In order to be valid, electronic votes must also be registered not later than 11.00am on 2 March 2021 or not later than two business days before the time appointed for any adjourned meeting.
3. Shareholders who are users of the CREST system (including CREST Personal Members) may appoint one or more proxies or give an instruction to a proxy by having an appropriate CREST message transmitted. To appoint a proxy or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, the CREST message must be received by the Company's agent (ID number 3RA50) not later than 11.00am on 2 March 2021 or not later than two business days before the time appointed for any adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the Company's agent is able to retrieve the message. CREST Personal Members or other CREST sponsored members should contact their CREST sponsor for assistance with appointing proxies via CREST. For further information on CREST procedures, limitations and systems timings, please refer to the CREST Manual. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
4. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers, provided that if two or more representatives purport to vote in respect of the same shares (i) if they purport to exercise the power in the same way as each other, the power is treated as exercised that way; and (ii) in other cases, the power is treated as not exercised.
5. A person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by who he/she was nominated, have the right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
6. The statements of the rights of shareholders in relation to the appointment of proxies in this notice do not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by registered shareholders.
7. Under section 319A of the Companies Act 2006 any member attending the meeting has the right to ask questions. The Company must answer any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to a question; or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. In light of the current COVID-19 restrictions, attendance in person at the meeting will not be possible this year and therefore all

members are encouraged to submit any questions they would otherwise have raised at the Annual General Meeting in advance of the meeting by submitting them via email to [e-mail] by no later than 6.00pm on 1 March 2021. Please include your name and your Shareholder Reference Number (which can be found on your share certificate or proxy form) in your email. The Chairman or another director of the Company will endeavour to answer questions during the Annual General Meeting and may group questions together when doing so.

1. Only persons entered in the register of members of the Company at 6.00pm on 2 March 2021 or, in the event that the meeting is adjourned, 6.00pm on the date which is two business days prior to the reconvened meeting, shall be entitled to attend or vote at the meeting. Changes to entries on the register after this time shall be disregarded in determining the rights of any person to attend and vote at the meeting or adjourned meeting. However, as explained above, in light of current COVID-19 restrictions, attendance in person at the meeting will not be possible this year and therefore all members are strongly encouraged and requested only to appoint the "Chair of the Meeting" as their proxy, as any other persons appointed will not be permitted to attend the meeting.
2. As at 11 January 2021 (being the latest practicable date prior to publication of this notice), the Company's issued share capital (excluding treasury shares) consisted of 282,194,502 ordinary shares, carrying one vote each, and 62,500 preference shares. Preference shareholders are not entitled to attend and vote at the meeting. The Company holds 675,592 ordinary shares in treasury (which represents 0.24 per cent of the Company's existing issued ordinary share capital (excluding treasury shares) as at 11 January 2021 (being the latest practicable date prior to publication of this notice)), which leaves voting rights over 282,194,502 ordinary shares.
3. It is possible that, pursuant to requests made by members of the Company under section 527 of the Companies Act 2006, the Company may be required to publish on its website a statement setting out any matter relating to the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Annual
   General Meeting or any circumstance connected with an auditor of the
   Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid. The Company may not require the members requesting that any such statement be published on its website to pay its expenses in complying with sections 527 or 528 of the
   Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes that statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on its website.
4. Copies of all service contracts or letters of appointment between the Company and its directors are available for inspection at the registered office of the Company during normal business hours every business day, and will also be available at the place of the Annual General Meeting for one hour prior to and until the close of the meeting.
5. Biographical details of all those directors who are offering themselves for appointment or re-appointment at the meeting are set out in the annual report and accounts and brief details are also included in the Explanatory Notes attached to this notice of Annual General Meeting.
6. A copy of this notice, and other information required by section 311A of the Companies Act 2006, can be found on the Company's website (www.chemring.co.uk).
7. As soon as practicable following the Annual General Meeting, the results of the voting will be announced via a regulatory information service and also placed on the Company's website (www.chemring.co.uk).

Chemring Group PLC Notice of Annual General Meeting 2021

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CHEMRING GROUP PLC ROKE MANOR

OLD SALISBURY LANE ROMSEY HAMPSHIRE SO51 0ZN

TEL: [phone]

EMAIL: [e-mail]