Genuit : Notice of Annual General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT CONTAINS THE RESOLUTIONS TO BE VOTED ON AT THE COMPANY'S ANNUAL GENERAL MEETING TO BE HELD ON TUESDAY 28 MAY 2024.

If you are in any doubt as to what action you should take, you are recommended to seek your own advice from a stockbroker, solicitor, accountant, or other professional adviser.

If you have sold or otherwise transferred all of your Ordinary Shares in Genuit Group plc (the "Company"), please send this document, together with the accompanying documents, as soon as possible to the purchaser or transferee or to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee.

GENUIT GROUP PLC

(Incorporated and registered in England and Wales with no. 06059130)

NOTICE OF ANNUAL GENERAL MEETING

The tenth Annual General Meeting ("AGM") of the Company will be held on Tuesday 28 May 2024 at the offices of Genuit Group plc, 4 Victoria Place, Holbeck, Leeds, LS11 5AE, United Kingdom at 1.00pm.

In order to be valid, your votes must be cast either online, via the LinkVote+ app, CREST, Proximity or by requesting, completing and returning a hard copy Form of Proxy, by no later than 1.00pm on Thursday 23 May 2024.

Genuit Group plc

Annual General Meeting 2024

Notice of Annual General Meeting

Dear Shareholder,

I am pleased to be writing to you with details of the AGM of the Company. The AGM will be held on Tuesday 28 May 2024 at the offices of Genuit Group plc, 4 Victoria Place, Holbeck, Leeds, LS11 5AE, United Kingdom at 1.00pm. The AGM is an important event in our corporate calendar and is the Board's opportunity to engage with shareholders and to listen and respond to your questions.

The formal Notice of Meeting is on pages 2 to 4. An explanation of each of the resolutions to be proposed at the AGM is set out on pages 5 to 8.

Your vote is important to us. In order to make voting easier for shareholders and to reduce our environmental impact, the Company does not provide a paper Form of Proxy for its AGM and, accordingly, you are requested to vote online instead. You can vote (i) by logging on to our Registrar's website at www.signalshares.com and following the instructions, (ii) via the LinkVote+ app, (iii) via CREST, (iv) via Proxymity, or (v) you may request a hard copy Form of Proxy directly from our Registrars (contact details and further details of how to vote by proxy or via the LinkVote+ app are set out in the Administrative Notes in connection with the AGM on pages 9 to 11). In order to be valid, your votes must be cast either online, or by completing and returning a hard copy Form of Proxy, by no later than 1.00pm on

Thursday 23 May 2024.

If you have requested a printed copy of the 2023 Annual Report and Accounts, this is also enclosed. If you requested to receive the 2023 Annual Report and Accounts electronically or did not return the election letter previously sent to you, please accept this letter as notification that the 2023 Annual Report and Accounts have now been published on our website at www.genuitgroup.com.

Questions and Answers

Shareholders can also submit any specific questions on the business of the AGM and resolutions to the Board in advance of and during the AGM via email to [e-mail] by no later than 10.00am on Tuesday 28 May 2024. We will consider all questions received and, if appropriate, address them immediately following the formal business of the AGM.

Where similar questions are received, these may be grouped together to avoid repetition and address as many queries as possible. Where it is not possible to answer a question submitted prior to and during the AGM (for example, due to time constraints), the Directors will endeavour, where appropriate, to answer such questions by publishing responses on the Company's website at www.genuitgroup.com as soon as practicable following the AGM. Please continue to monitor the Company's website and announcements for any updates in relation to AGM arrangements that may need to be provided.

The results of the AGM will be published via a regulatory news service as soon as possible after the meeting and will also be published on our website.

Recommendation

Your Directors believe that all resolutions to be proposed at the AGM are in the best interests of the Company and its shareholders as a whole and we unanimously recommend that you vote in favour of them, as we propose to do in respect of our own shareholdings.

We would like to remind you that, as previously notified, dividend payments are now only made by electronic means. Dividend confirmations are available on the Share Portal at www.signalshares.com. If you have any queries in relation to this, please contact the Shareholder Support Centre of our Registrar, Link Group, on [phone].

The Directors and I look forward to meeting as many of you as possible at the AGM and we thank you for your continued support.

Yours faithfully

Kevin Boyd

Chair

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Genuit Group plc

Annual General Meeting 2024

Notice of 2024 Annual General Meeting

Notice is hereby given that the Annual General Meeting ("AGM") of Genuit Group plc (the "Company") will be held at 4 Victoria Place, Holbeck, Leeds, LS11 5AE, United Kingdom on Tuesday 28 May 2024 at 1.00pm. At the AGM, you will be asked to consider and vote on the resolutions below. Resolutions 1 to 17 will be proposed as ordinary resolutions and resolutions 18 to 21 will be proposed as special resolutions.

Ordinary resolutions

Resolution 1

To receive the Company's financial statements for the year ended 31 December 2023 together with the Directors' Report and the Auditor's Report on these accounts (the "2023 Annual Report and Accounts").

Resolution 2

To approve the Directors' Remuneration Policy as set out on pages 123 to 133 of the 2023 Annual Report and Accounts.

Resolution 3

To approve the Annual Statement by the Chair of the Remuneration Committee and the Annual Report on Remuneration for the year ended 31 December 2023, as set out on pages 118 to 121 and 134 to 147 of the 2023 Annual Report and Accounts.

Resolution 4

To declare a final dividend of 8.3 pence per ordinary share of £0.001 each in the Company ("Ordinary Share") for the year ended 31 December 2023, payable to all ordinary shareholders on the Register of Members at the close of business on 3 May 2024.

Resolution 5

To elect Mr Tim Pullen as a Director of the Company.

Resolution 6

To elect Ms Bronagh Kennedy as a Director of the Company.

Resolution 7

To re-elect Mr Joe Vorih as a Director of the Company.

Resolution 8

To re-elect Mr Kevin Boyd as a Director of the Company.

Resolution 9

To re-elect Mr Shatish Dasani as a Director of the Company.

Resolution 10

To re-elect Ms Lisa Scenna as a Director of the Company.

Resolution 11

To re-elect Ms Louise Brooke-Smith as a Director of the Company.

Resolution 12

To reappoint Ernst & Young LLP as auditor of the Company, to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the Company.

Resolution 13

To authorise the Audit Committee of the Company, acting for and on behalf of the Board, to determine the auditor's remuneration.

Resolution 14

THAT:

(a) the rules of the Genuit Group plc Sharesave Plan produced to the meeting and initialled by the Chair of the meeting for the purposes of identification (the "Sharesave"), a summary of the main provisions of which is set out in Appendix 1 to this Notice, be approved; and

(b) the Directors be authorised to do whatever may be necessary or expedient to establish and give effect to the Sharesave including making such changes as may be necessary or desirable from time to time and amending or operating the Sharesave including to take account of the requirements of HMRC and best practice, and establish schedules to, or further incentive plans based on, the Sharesave but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any awards made under any such schedules or further plans are treated as counting against the limits on individual and overall participation in the Sharesave.

Resolution 15

THAT:

1. the rules of the Genuit Group plc Long-Term Incentive Plan in the form produced to the meeting and initialled by the Chair of the meeting for the purposes of identification (the "LTIP"), a summary of the main provisions of which is set out in Appendix 2 to this Notice, be and are hereby approved and the Directors of the Company be and are hereby authorised to adopt the LTIP and do all acts and things which they may, in their absolute discretion, consider necessary or expedient to give effect to the LTIP; and
2. the Directors of the Company be and are hereby authorised to adopt further schemes based on the LTIP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any awards made available under such further schemes are treated as counting against any limits on individual or overall participation in the LTIP.

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Resolution 16

THAT:

(a) the rules of the Genuit Group plc Deferred Share Bonus Plan in the form produced to the meeting and initialled by the Chair of the meeting for the purposes of identification (the "DSBP"), a summary of the main provisions of which is set out in Appendix 3 to this Notice, be and are hereby approved and the Directors of the Company be and are hereby authorised to adopt the DSBP and do all acts and things which they may, in their absolute discretion, consider necessary or expedient to give effect to the DSBP; and

(b) the Directors of the Company be and are hereby authorised to adopt further schemes based on the DSBP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any awards made available under such further schemes are treated as counting against any limits on individual or overall participation in the DSBP.

Resolution 17

THAT, in substitution for all existing authorities, the Directors be generally and unconditionally authorised pursuant to 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 (together "relevant securities") up to an aggregate nominal amount of £166,113.25 comprising:

1. an aggregate nominal amount of £83,056.62 (whether in connection with the same offer as under (b) below or otherwise); and
2. an aggregate nominal amount of £83,056.62 in the form of equity securities (within the meaning of section 560(1) of the Act) in connection with a fully pre-emptive offer by way of a rights issue, open offer or otherwise to holders of Ordinary Shares (other than the Company) in proportion (as nearly as may be practicable) to the respective number of Ordinary Shares held by them and to holders of other equity securities as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary, subject to such limits, restrictions, exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever.

This authority shall expire (unless renewed, varied or revoked by the Company in general meeting) on the conclusion of the AGM of the Company to be held in 2025 or 28 August 2025, whichever is earlier, provided that the Company may before such expiry make any offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities pursuant to any such offer or agreement as if such authority had not expired.

Special resolutions

Resolution 18

THAT, in substitution for all existing authorities, and subject to the passing of resolution 17, the Directors be authorised pursuant to sections 570 and 573 of the Act, to allot equity securities (as defined in section 560 (1) of the Act) for cash under the authority given by that resolution and/or to sell Ordinary Shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited to:

(a) the allotment of equity securities and/or sale of treasury shares in connection with an offer of, or invitation to apply for, equity securities (but in the case of an allotment pursuant to the authority granted by paragraph (b) of resolution 17, by way of a fully pre-emptive offer only) to holders of Ordinary Shares (other than the Company) in proportion (as nearly as may be practicable) to the respective numbers of Ordinary Shares held by them and to holders of other equity securities as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary, subject to such limits, restrictions, exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange or any other matter whatsoever;

(b) the allotment of equity securities and/or sale of treasury shares (otherwise than under paragraph (a) above) up to an aggregate nominal amount of £24,916.99; and

(c) the allotment of equity securities and/or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) above) up to a nominal amount equal to 20% 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.

This authority shall expire (unless renewed, varied or revoked by the Company in general meeting) on the conclusion of the AGM of the Company to be held in 2025 or 28 August 2025, whichever is earlier, provided that in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the authority had not expired.

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Genuit Group plc

Annual General Meeting 2024

Resolution 19

THAT, subject to the passing of resolution 17, the Directors be authorised pursuant to sections 570 and 573 of the Act, in addition to any authority granted under resolution 18, to allot equity securities (as defined in section 560 (1) of the Act) for cash under the authority given by resolution 17 and/or to sell Ordinary Shares held by the Company as treasury shares for cash as if section 561 of the Act did not apply to any such allotment or sale, such authority to be limited:

(a) to the allotment of equity securities and/or sale of treasury shares up to an aggregate nominal amount of £24,916.99, such authority to be used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a transaction which the Directors determine to be either an acquisition or a specified 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

(b) to the allotment of equity securities and/or sale of treasury shares (otherwise than under paragraph (a) above) up to a nominal amount equal to 20% 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.

This authority shall expire (unless renewed, varied or revoked by the Company in general meeting) on the conclusion of the AGM of the Company to be held in 2025 or 28 August 2025, whichever is earlier, provided that, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and/or treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and/or sell treasury shares) under any such offer or agreement as if the authority had not expired.

Resolution 20

To authorise the Company generally and unconditionally to make market purchases (as defined in section 693(4) of the Act) of its Ordinary Shares provided that in doing so it:

(a) purchases no more than 37,350,563 Ordinary Shares in aggregate;

(b) pays not less than £0.001 (excluding expenses) per Ordinary Share; and

(c) pays a price per share that is not more (excluding expenses) per ordinary share than the higher of: (i) 5% above the average of the middle market quotations for the Ordinary Shares as derived from the London Stock Exchange Daily Official List for the five business days immediately before the day on which it purchases that share; and (ii) the value of each Ordinary Share on the basis of the higher of the price quoted for: (a) the last independent trade of; and (b) the highest current independent bid, for an Ordinary Share on the trading venue where the purchase is carried out at the relevant time, including when the Ordinary Shares are traded on different venues.

This authority shall expire on the conclusion of the AGM of the Company to be held in 2025 or 28 August 2025, whichever is earlier, provided that the Company may, if it agrees to purchase Ordinary Shares under this authority before it expires, complete the purchase wholly or partly after this authority expires.

Resolution 21

To authorise the Directors to call a General Meeting of the Company, other than an AGM, on not less than 14 clear days' notice.

The Directors believe that the proposals in resolutions 1 to 21 are in the best interests of shareholders as a whole and they unanimously recommend that you vote in favour of all the resolutions.

By order of the Board

Emma Versluys

Group Legal Counsel & Company Secretary

24 April 2024

Registered Office: Genuit Group plc 4 Victoria Place Holbeck

Leeds

LS11 5AE

4 Genuit Group plc Annual General Meeting 2024

Explanatory Notes to the Notice of Annual General Meeting

The following notes provide an explanation as to why the resolutions set out in the Notice are to be put to shareholders.

Resolutions 1 to 17 are ordinary resolutions. These resolutions will be passed if more than 50% of the votes cast for or against are in favour.

Resolution 1: Financial Statements and Directors' Report

The Directors are required by the Act to present to the shareholders of the Company at a general meeting the reports of the Directors and the auditor, and the audited accounts of the Company, for the financial year ended 31 December 2023. The reports of the Directors and the audited accounts have been approved by the Directors, and the report of the auditor has been approved by the auditor, and a copy of each of these documents may be found in the 2023 Annual Report and Accounts.

Resolution 2: Directors' Remuneration Policy

The Act requires the Company to receive shareholder approval of a remuneration policy for its Directors at least every three years. This is a binding vote, and, after it takes effect, the Directors will not be entitled to remuneration unless such remuneration is consistent with the approved policy. The Company's last Remuneration Policy was approved by shareholders at its AGM in 2021 and the Company is therefore seeking approval from its shareholders for its Remuneration Policy, as required by the Act.

Resolution 3: Directors' Remuneration Report Resolution 3 seeks shareholder approval for the Annual Report on Remuneration (other than the Directors' Remuneration Policy referred to in resolution 2) which is set out on pages 118 to 121 and 134 to 147 of the 2023 Annual Report and Accounts. The vote on resolution 3 is advisory, meaning that the Directors' entitlements to remuneration are not conditional upon the resolution being passed.

Resolution 4: Final dividend

The Board proposes a final dividend of 8.3 pence per Ordinary Share for the year ended 31 December 2023. If approved, the recommended final dividend will be paid on 5 June 2024 to all shareholders who are on the Register of Members at close of business on 3 May 2024. The final dividend cannot exceed the amount recommended by the Board.

Resolutions 5 and 6: Election of Directors

The Company's Articles of Association require that any Director appointed to the Board since the last AGM shall retire and seek election at the AGM. Tim Pullen was appointed to the Board on 1 November 2023 and Bronagh Kennedy was appointed to the Board on 3 July 2023 and they both therefore offer themselves for election at the AGM.

Biographical information for Tim Pullen and Bronagh Kennedy is set out on pages 78 and 79 of the 2023 Annual Report and Accounts and is also available on the Company's website (www.genuitgroup.com).

Resolutions 7 to 11: Re-election of Directors

The Company's Articles of Association require that each Director appointed to the Board shall retire and seek election every three years at the AGM. However, in accordance with the UK Corporate Governance Code, all of the Directors of the Company will stand for re-election annually.

Biographical information for the Directors is shown on pages 78 to 79 of the 2023 Annual Report and Accounts and is also available on the Company's website (www.genuitgroup.com).

Following the recommendation from the Nomination Committee, the Board is satisfied that each of the Directors continues to be effective and demonstrates a commitment to their role, and that each of the Directors continues to be able to dedicate sufficient time to their duties.

Resolution 12: Reappointment of auditor

The Act requires that an auditor is appointed at each general meeting at which accounts are laid, to hold office until the next such meeting. Resolution 12 seeks shareholder approval for the reappointment of Ernst & Young LLP. The Audit Committee keeps under review the independence and objectivity of the external auditor and during 2023 conducted an external audit tender, further information about which can be found in the 2023 Annual Report and Accounts on pages 110 and 111. After considering the relevant information, the Audit Committee recommended to the Board at its meeting in March 2024 that Ernst & Young LLP be reappointed as auditor of the Company.

Resolution 13: Remuneration of auditor

This resolution seeks shareholder approval for the Audit Committee (for and on behalf of the Board) to be authorised to determine the remuneration of the auditor, Ernst & Young LLP.

Resolution 14: Approval of the Genuit Group plc Sharesave Plan

The Company wishes to obtain shareholder approval for the adoption of a renewed Genuit Group Sharesave Plan (the "Sharesave"). The Company currently operates

1. 'save-as-you-earn'plan pursuant to schedule 3 of the Income Tax (Earnings and Pensions) Act 2003 (the "2014 Sharesave"). The 2014 Sharesave was approved by shareholders on 10 April 2014 and permits the grant of options for a ten-year period ending on 10 April 2024. The Board considers employee share ownership to be a key part of the Company's overall remuneration strategy, enabling the Company to align the interests of employees and shareholders, and to recruit, retain and motivate employees at all levels within the Group. The 2014 Sharesave has been a successful way to ensure that employees are able to acquire shares in the Company in a tax-efficient manner, and the Company therefore wishes to extend this plan.

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Genuit Group plc

Annual General Meeting 2024

Shareholders are therefore asked to approve the adoption of the Sharesave. The Sharesave has been updated from the 2014 Sharesave to reflect updated legislation and market practice, but will otherwise continue on predominantly the same basis as the 2014 Sharesave. The renewed Sharesave would permit options to be granted up to a termination date 10 years after the date of adoption.

The main provisions of the Sharesave are summarised in Appendix 1. Resolution 14 proposes the approval of this plan. The resolution also gives the Directors the authority to establish schedules to the Sharesave, or separate plans, that are commercially similar, for the purposes of granting awards to employees and executive directors who are based outside the UK. Any awards made under such schedules or separate plans will count towards the limits on individual and overall participation in the Sharesave.

A copy of the draft rules of the Sharesave will be available for inspection through the FCA's National Storage Mechanism at https://www.fca.org.uk/markets/ primary-markets/regulatory-disclosures/national-storage-mechanism from the date of this Notice. They will also be available at the AGM venue for at least 15 minutes prior to and until the conclusion of the meeting.

Resolutions 15 and 16: Genuit Group plc Long-Term Incentive Plan (the "LTIP") and Deferred Share Bonus Plan (the "DSBP")

The Directors seek approval for two share incentive schemes that are materially similar to the current Long-Term Incentive Plan and Deferred Share Bonus Plan (the "Old Plans") but updated to ensure that they include provisions compliant with good governance as well as the Company's Remuneration Policy. These two schemes will replace the Old Plans, under which no awards may be granted after 10 April 2024 (the tenth anniversary of the date they were approved by shareholders as part of the Company's IPO). Your Directors are of the view that both the Remuneration Policy and the schemes to be considered at the AGM provide fair, proportionate and long-term incentives and are in the best interests of shareholders.

The main provisions of the LTIP and DSBP are summarised in Appendix 2, 3 and 4. Resolutions 15 and 16 propose the approval of these plans.

A copy of the draft rules of the LTIP and DSBP will be available for inspection through the FCA's National Storage Mechanism at https://www.fca.org.uk/markets/ primary-markets/regulatory-disclosures/national-storage-mechanism from the date of this Notice. They will also be available at the AGM venue for at least 15 minutes prior to and until the conclusion of the meeting.

Resolution 17: Authority to allot Ordinary Shares

The Act provides that the Directors may only allot shares if authorised by shareholders to do so.

The latest Investment Association Share Capital Management Guidelines published in February 2023 ("IA Guidelines") state that its members will regard as routine an authority to allot shares representing up to two-thirds of a company's issued share capital (excluding treasury shares), provided that any amount in excess of one-third of the company's issued share capital should be applied to fully pre-emptive offers only. Accordingly, in line with the IA Guidelines, the Directors are seeking the authority set out in resolution 17 in order to provide sufficient flexibility for the Company.

Resolution 17 will, if passed, authorise the Directors to allot shares and to grant rights to subscribe for, or convert securities into, shares up to a maximum nominal amount of £166,113.25 which represents an amount which is approximately equal to two-thirds of the issued ordinary share capital of the Company (excluding treasury shares) as at 15 April 2024, the latest practicable date prior to the publication of this Notice. Of this amount, £83,056.62 (representing approximately one-third of the issued ordinary share capital of the Company (excluding treasury shares)) can only be allotted pursuant to a fully pre-emptive offer.

The authority will expire on the conclusion of the AGM of the Company to be held in 2025 or 28 August 2025, whichever is earlier.

Passing resolution 17 will ensure that the Directors continue to have the flexibility to act in the best interests of shareholders, when opportunities arise, by issuing new shares. The Directors have no present intention to exercise the authority except in connection with employee share schemes.

As at 15 April 2024, the latest practicable date prior to publication of this Notice, the Company had an issued share capital of 249,170,247 Ordinary Shares, of which 375 Ordinary Shares (equal to approximately 0.0002% of the entire issued share capital of the Company as at that date) are held in treasury.

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Resolutions 18-21 are special resolutions. These resolutions will be passed if not less than 75% of the votes cast for or against are in favour.

Resolutions 18 and 19: Disapplication of pre-emption rights

If the Directors wish to exercise the authority under resolution 17 and offer unissued shares or sell treasury shares for cash, the Act requires that, unless shareholders have given specific authority for the waiver of their statutory pre-emption rights by way of special resolution, the shares be offered first to existing shareholders in proportion to their existing shareholdings. In certain circumstances, it may be in the best interests of the Company to allot shares (or to grant rights over shares) or sell treasury shares for cash without first offering them to existing shareholders in proportion to their holdings.

Resolutions 18 and 19, proposed as special resolutions, would authorise the Directors to disapply the strict statutory pre-emption provisions. This would provide the Directors with a degree of flexibility to act in the best interests of the Company so that: (i) the Company can follow normal practice in the event of a rights issue, open offer or other offer of securities in favour of the existing shareholders in proportion to their shareholdings; and (ii) a limited number of shares may be issued or sold for cash to persons other than existing shareholders in compliance with the IA Guidelines (as referred to in resolution 17 above).

Resolution 18 authorises the Directors to allot new shares, pursuant to the authority given by resolution 17, or to sell treasury shares for cash without the shares first being offered to shareholders in proportion to their existing holdings under section 561 of the Act:

(a) up to a nominal value of £166,113.25, which is equivalent to approximately two-thirds of the total issued ordinary share capital of the Company (excluding treasury shares) as at 15 April 2024, to existing ordinary shareholders in proportion to their existing holdings and to holders of other equity securities if required by the rights of those securities of which amount, £83,056.62 (representing approximately one-third of the issued ordinary share capital of the Company (excluding treasury shares)) can only be allotted pursuant to a fully pre-emptive offer, to allow the Directors to make appropriate arrangements to resolve, for example, fractional entitlements or legal or practical problems arising in any overseas territory;

(b) otherwise up to a nominal value of £24,916.99, which is equivalent to approximately 10% of the total issued ordinary share capital of the Company (excluding treasury shares) as at 15 April 2024; and

(c) otherwise up to a nominal value of £4,983.40, which is equivalent to approximately 2% of the total issued ordinary share capital of the Company (excluding treasury shares) as at 15 April 2024 for the purposes of making a follow-on offer as described in the

Pre-Emption Group's Statement of Principles issued in November 2022 (the "Pre-EmptionGroup Principles").

Resolution 19 additionally authorises the Directors to allot new shares (or sell treasury shares) for cash, without the shares first being offered to existing shareholders in proportion to their existing holdings:

(a) up to a nominal value of £24,916.99, which is equivalent to approximately 10% of the total issued ordinary share capital of the Company (excluding treasury shares) as at 15 April 2024 in connection with the financing (or refinancing, if the authority is to be used within 12 months after the original transaction) of an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding 12 month period and is disclosed in the announcement of the allotment; and

(b) up to a nominal value of £4,983.40, which is equivalent to approximately 2% of the total issued ordinary share capital of the Company (excluding treasury shares) as at 15 April 2024 for the purposes of making a follow-on offer to existing shareholders (under paragraph (b) of the resolution and as described in the Pre-Emption Group Principles).

This additional authority would only be used if and when appropriate for the Company's circumstances.

These disapplication authorities are in line with institutional shareholder guidance, and in particular, with the Pre-Emption Group Principles. Applying the Listing Rules requirement that treasury shares be included in the calculation of the disapplication authorities, resolutions 18 and 19, if passed, will give the Directors authority to allot shares in the capital of the Company and/or sell treasury shares for cash on a non-pre-emptive basis up to a maximum equal to 24% of the Company's total equity share capital (including treasury shares) as at 15 April 2024.

The Directors confirm their intention to follow the shareholder protections in Part 2B of the Pre-Emption Group Principles as well as, where relevant, the expected features of a follow-on offer as set out in paragraph 3 of Part 2B of the Pre-Emption Group Principles. The Directors do not have any present intention to exercise these disapplication authorities, however the Directors consider it is appropriate for them to seek the flexibility that these authorities provide and that the authorities sought in resolutions 18 and 19 are in the best interests of the Company.

The authority for these resolutions will expire on the conclusion of the AGM of the Company to be held in 2025 or 28 August 2025, whichever is earlier.

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Genuit Group plc

Annual General Meeting 2024

Resolution 20: Authority to purchase the Company's own shares

If passed, this resolution will grant the Company authority from the passing of the resolution up until 28 August 2025 to buy its own shares in the market. The resolution limits the number of shares that may be purchased to 14.99% of the Company's issued share capital (excluding treasury shares) as at 15 April 2024, the latest practicable date prior to the publication of this Notice. The price per Ordinary Share that the Company may pay is set at a minimum amount (excluding expenses) of £0.001 per Ordinary Share and a maximum amount (excluding expenses) of the higher of: (i) 5% over the average of the previous five business days' middle market prices; and (ii) the value of each Ordinary Share on the basis of the higher of the price quoted for: (a) the last independent trade of; and (b) the highest current independent bid, for an Ordinary Share on the trading venue where the purchase is carried out at the relevant time, including when the Ordinary Shares are traded on different venues. This authority will only be exercised if market conditions make it advantageous to do so.

Your Directors are of the opinion that it would be advantageous for the Company to have the flexibility to purchase its own shares should such action be deemed appropriate by the Board. The Directors have no present intention of exercising the authority to purchase the Company's Ordinary Shares but will keep the matter under review, taking into account the financial resources of the Company, the Company's share price, future investment opportunities and the overall position of the Company. The authority will be exercised only if the Directors believe that to do so would result in an increase in earnings per share and would be in the interests of shareholders generally.

Shares purchased would either be cancelled and the number of shares in issue reduced accordingly or held as treasury shares.

The Company operates long-term incentive plans under which awards may be satisfied by the allotment or transfer of Ordinary Shares to award holders. As at 15 April 2024, the latest practicable date prior to the publication of this Notice, the total number of options to subscribe for Ordinary Shares was 8,234,156 representing approximately 3.305% of the issued share capital of the Company (excluding treasury shares) at that date. If the proposed market purchase authority were to be used in full and all of the repurchased Ordinary Shares were cancelled (but the Company's issued share capital otherwise remained unaltered), the total number of options to subscribe for Ordinary Shares at that date would represent approximately 3.887% of the Company's issued share capital (excluding treasury shares).

Resolution 21: Notice of General Meetings, other than AGMs

In order to maintain its ability to call general meetings (other than an AGM) on 14 clear days' notice, the Company must offer all shareholders the ability to appoint a proxy electronically (via the website of the Company or its Registrars) and must obtain the approval of its shareholders by means of a special resolution passed each year. Resolution 21 seeks such approval. The authority will be exercised only if the Directors believe that to do so would be in the interests of shareholders generally. It is intended that a similar resolution will be proposed at future AGMs.

8 Genuit Group plc Annual General Meeting 2024

Administrative Notes in connection with the AGM

1. To be entitled to attend and vote at the meeting (and for the purpose of the determination by the Company of the number of votes that may be cast), only those shareholders registered in the Register of Members of the Company as at close of business on Thursday 23 May 2024 shall be entitled to attend and vote at the AGM in respect of the number of shares registered in their name at that time. Changes to entries on the relevant register of securities after close of business on Thursday 23 May 2024 shall be disregarded in determining the right of any person to attend and vote at the AGM.
2. A shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend, speak and vote instead of them.
   A shareholder may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different Ordinary Share or Ordinary Shares held by that shareholder. You will need to state clearly on each Form of Proxy the number of shares in relation to which the proxy is appointed. A failure to specify the number of shares each proxy appointment relates to or specifying a number of shares in excess of those held by the member, will result in the proxy appointment being invalid. A proxy need not be a shareholder of the Company. Given the closed nature of the AGM, we strongly encourage shareholders to appoint the Chair of the AGM as a proxy for the AGM, rather than a third party, as third parties will not be permitted to attend the AGM. The return of a completed Form of Proxy or any CREST Proxy Instruction (as described in paragraph 7 below) or registration of appointment of a proxy will not prevent a shareholder from attending the meeting and voting in person if they wish to do so.
3. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's Register of Members in respect of the joint holding (the first named being the most senior).
4. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at their discretion. Your proxy will vote (or abstain from voting) as they think fit in relation to any other matter which is put before the meeting.
5. You can vote:
6. • by logging onto www.signalshares.com and following the instructions;
   • via the LinkVote+ app, which is a free app for smartphones and tablets provided by Link

Group (the Company's Registrar). It offers shareholders the option to submit a proxy appointment quickly and easily online, as well as real-time access to their shareholding records. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below:

Apple App Store

Google Play

• if you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 1.00pm on Thursday 23 May 2024 in order to be considered valid or, if the meeting is adjourned, by the time which is two business days before the time of the adjourned meeting. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote; or
• in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below.

You may request a hard copy Form of Proxy directly from the Registrars, Link Group, by emailing them at [e-mail] or by calling them on [phone]. Calls are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Lines are open 09.00am to 5.30pm, Monday to Friday, excluding public holidays in England and Wales.

9

Genuit Group plc

Annual General Meeting 2024