Verditek : Notice of AGM 5 August 2022

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 or other independent adviser authorised under the Financial Services and Markets Act 2000.

If you have recently sold or transferred all of your shares in Verditek plc, please forward this document, together with the accompanying documents, as soon as possible either 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.

VERDITEK PLC

10114644

Incorporated in England and Wales under the Companies Act 2006

(the "Company")

NOTICE OF ANNUAL GENERAL MEETING

To be held on Friday 5 August 2022 at 12:00pm BST at

5 Chancery Lane, London, WC2A 1LG

5 July 2022

Dear Shareholder

Explanation of resolutions to be proposed at the Annual General Meeting

The following notes provide an explanation of the resolutions proposed in this notice of Annual General Meeting.

Resolutions 1 to 6 are proposed as ordinary resolutions and resolution 7 is proposed as a special resolution. This means that for resolutions 1 to 6 to be passed, more than 50% of the votes cast must be in favour of each resolution and for resolution 7 to be passed, at least 75% of the votes cast must be in favour of the resolution.

Shareholders are encouraged to exercise their voting rights in relation to the resolutions proposed in this notice of Annual General Meeting. A form of proxy is enclosed which outlines details in respect of casting such votes.

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ORDINARY RESOLUTIONS

RESOLUTION 1 - ACCOUNTS

The Company is required to present to the shareholders of the Company its Annual Report and Accounts at a general meeting. This provides an opportunity to discuss the performance of the Company during the year, its management and its prospects for the future. In accordance with the Company's articles of association, a copy of the Annual Report and Accounts of the Company for the year ended 31 December 2021 is available to all shareholders on the Company's website (https://verditek.com/aim-rule-26).

RESOLUTION 2 - DIRECTORS' REMUNERATION

This resolution provides shareholders with the opportunity to cast an advisory vote on the directors' remuneration for the year ended 31 December 2021 as set out in the Company's Directors' Remuneration Report.

RESOLUTION 3 - RE-APPOINTMENT OF DIRECTOR

The Company's articles of association regulate the retirement by rotation and re-appointment of the Directors and George Katzaros is to be proposed for re-appointment as a director of the Company.

RESOLUTION 4 - RE-APPOINTMENT OF DIRECTOR

The Company's articles of association regulate the retirement by rotation and re-appointment of the Directors and Gavin Mayhew is to be proposed for re-appointment as a director of the Company.

RESOLUTION 5 - RE-APPOINTMENT OF AUDITORS

It is a requirement of the Companies Act 2006 that the Company's auditors be appointed at each general meeting at which accounts are laid. The Audit Committee keep under review the independence and objectivity of the external auditor. Further information can be found in the Annual Report and Accounts of the Company (in the Directors' Report section). After considering the relevant information, the Audit Committee has recommended to the board the re-appointment of Crowe LLP as auditors. The resolution proposes that the directors be authorised to determine the auditors' remuneration.

RESOLUTION 6 - AUTHORITY TO ALLOT

Under s.551 of the Companies Act 2006, the directors are prevented, subject to certain exceptions, from allotting shares without the authority of the shareholders in a general meeting. This resolution is proposed as an ordinary resolution to authorise the directors to allot relevant securities up to an aggregate nominal amount of £53,224 (representing approximately 30% of the nominal value of the issued share capital of the Company at 5 July 2022). The directors' authority will expire at the conclusion of the next annual General Meeting.

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SPECIAL RESOLUTION

RESOLUTION 7 - DISAPPLICATION OF PRE-EMPTION

The directors are seeking a disapplication of pre-emption rights in accordance with s.570 of the Companies Act 2006. It is proposed that the disapplication of these statutory pre-emption rights, up to an aggregate nominal amount of £53,224 (representing approximately 30% of the nominal value of the issued share capital of the Company at 5 July 2022), be approved to give the directors the power to allot those shares authorised under resolution 7.

Recommendation

The Directors of the Company consider that all the proposals to be considered at the Annual General Meeting are in the best interests of the Company and its shareholders as a whole and are most likely to promote the success of the Company. The Directors unanimously recommend that the shareholders vote in favour of all the proposed resolutions as they intend to do in respect of their own beneficial holdings.

Yours sincerely,

The Rt. Hon. Lord David Willetts FRS

Chairman

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Company Number: 10114644

___________________________________________

VERDITEK PLC

___________________________________________

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting (the Meeting) of Verditek plc (the "Company") to be held on Friday 5 August 2022 at 12:00pm BST at 5 Chancery Lane, London, WC2A 1LG

You will be asked to consider and vote on the resolutions below, which will be proposed as ordinary and special resolutions as indicated.

ORDINARY RESOLUTIONS

1. ACCOUNTS
   To receive and adopt the Company's annual accounts for the financial year ended 31 December 2021 together with the directors' reports and auditor's report on those accounts.
2. DIRECTORS' REMUNERATION
   To approve the directors' remuneration as set out in the Company's Directors' Remuneration Report for the financial year ended 31 December 2021.
3. RE-APPOINTMENTOF DIRECTOR
   To re-appoint George Katzaros as a director of the Company.
4. RE-APPOINTMENTOF DIRECTOR
   To re-appoint Gavin Mayhew as a director of the Company.
5. RE-APPOINTMENTOF AUDITORS
   To re-appoint Crowe LLP as the Company's auditors to hold office from the conclusion of this meeting until the conclusion of the next annual General Meeting at which accounts are laid before the Company and to authorise the directors to determine the remuneration of the auditors for the year ended 31 December 2022.

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6. AUTHORITY TO ALLOT EQUITY SECURITIES

That, in accordance with s.551 of the Companies Act 2006, the directors be generally and unconditionally authorised to allot equity securities up to an aggregate nominal amount of £53,224, provided that this authority shall, unless renewed, varied or revoked by the Company, expire on the date of the following annual General Meeting of the Company, save that the Company may, before such expiry, make offers or agreements which would, or might, require equity securities to be allotted and the directors may allot equity securities in pursuance of such offer or agreement, notwithstanding that the authority conferred by this resolution has expired.

SPECIAL RESOLUTION

7. DISAPPLICATION OF PRE-EMPTION RIGHTS

THAT, in accordance with s.570 of the Companies Act 2006 and subject to the passing of resolution 6, the Directors be given the general power to allot equity securities (as defined in s.560 of the Companies Act 2006), pursuant to the authority conferred by resolution 6, as if s.561(1) of the Companies Act 2006 did not apply to any such allotment, such authority to be limited to an aggregate nominal amount of £53,224, and provided that this power shall (unless previously revoked, varied or renewed) expire when the authority conferred by resolution 6 above shall expire.

By order of the Board

Barbara Spurrier

On behalf of CFPro CoSec Limited, Company Secretary 5 Chancery Lane

London WC2A 1LG

5 July 2022

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