JTC : AGM Notice

ANNUAL GENERAL MEETING

Notice of the Annual General Meeting of the Company, to be held at the registered office of JTC plc, JTC House, 28 Esplanade, St. Helier, Jersey, JE2 3QA on 23 May 2023 at 9:30am, is set out in this document.

Registered in Jersey with registered number 125550.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, accountant or other independent professional adviser authorised pursuant to the Financial Services and Markets Act 2000 immediately.

If you have sold or transferred all your ordinary shares in JTC plc, please forward this document, together with the accompanying documents, as soon as possible 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 MEETING 2023  |  JTC PLC

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LETTER FROM THE CHAIRMAN

Dear Shareholder,

I am pleased to present the details of the fifth Annual General Meeting (the "AGM" or "Meeting") of JTC PLC (the "Company" or "JTC") to be held on Tuesday 23 May 2023 at JTC House, 28 Esplanade, St Helier, Jersey JE2 3QA at 9.30 am.

The formal notice of the AGM on pages 4 to 5 of this document (the "Notice"), sets out the business to be considered at the Meeting. Explanatory notes on all the Resolutions are set out on pages 6 to 11.

The Annual Report and Accounts and associated documents are published on the Investor Relations section of our website (www.jtcgroup.com/ investor-relations/).

DIRECTORS

In line with the UK Corporate Governance Code, all Directors will retire at the 2023 AGM and resolutions 6 to 13 inclusive propose the re-election of the Directors. Biographical details with details of their specific contribution to the success of the Company are given in this Notice on pages 10 to 11.

PRE-EMPTION DISAPPLICATION THRESHOLD

Resolutions 15 and 16

Consistent with the provisions of the Pre-Emption Group's (PEG) updated Statement of Principles and template shareholder resolutions, the Board is seeking Shareholders' approval to:

1. disapply pre-emption rights on up to 10 per cent of the issued share capital; and
2. disapply pre-emption rights for an additional 10 per cent for transactions which the board determines to be either an acquisition or a specified capital investment as defined by the Statement of Principles.

If approved by Shareholders the authorities conferred under Resolutions 15 and 16 will apply until the earlier of 15 months and the end of the next annual general meeting of the Company.

The Board confirms that it will comply with the conditions recommended by PEG for use of the disapplication authorities and will:

• prior to announcement of the issue, consult with its major shareholders to the extent reasonably practicable and permitted by law;
• give due consideration to the involvement in the placing of retail investors and existing investors not allocated shares as part of the soft pre-emptive process (see below);
• provide an explanation of the background to and reasons for the offer and the proposed use of proceeds, including details of any acquisition or specified capital investment;
• as far as practicable, make the issue on a soft pre-emptive basis;
• involve company management in the process of allocating the shares issued; and
• within one week of completion of the issue, make a post-transaction report publicly available through a RIS and submit a copy to PEG for inclusion in its Pre-Emption Database.

The Board considers the ability to raise larger amounts of capital swiftly and efficiently is appropriate given JTC's proven growth strategy and will provide greater flexibility when competing with private equity to acquire targets that could benefit the Company and its Shareholders substantially.

JTC has achieved consistent growth in both revenue and profits since its formation in 1987. Management has set the following medium-term guidance metrics:

• 8% - 10% net organic revenue growth per year;
• underlying EBITDA margin of 33% - 38%;
• net debt of 1.5x to 2.0x underlying EBITDA; and
• cash conversion in the range 85% - 90%.

The Board's strategy is to continue to grow revenues and maintain its operating margins by leveraging JTC's existing scalable operating platform, focussed on both organic growth and inorganic growth through carefully selected acquisitions.

JTC has a disciplined approach to acquisitions, with a well-established process for the assessment of opportunities, from initial identification, due diligence and documentation through to the deployment of a dedicated integration team to facilitate a swift transition onto the JTC platform.

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QUESTIONS

Shareholders are encouraged to participate at the AGM by raising any questions in advance of the Meeting by emailing the Company Secretary at [e-mail] by 11:00am on 16 May 2023.

Answers to questions on key themes will be published via the Company's website (www.jtcgroup.com/investor-relations) on 18 May 2023.

Further information on the AGM, including how to register for the shareholder webcast, obtain electronic copies of this Notice and a Form of Proxy can be found on our website (www.jtcgroup.com/investor-relations).

RECOMMENDATION

The Board believes that all of the Resolutions to be considered at the Meeting are in the best interests of the Company and its Shareholders as a whole and will promote the long-term success of the Company. The Board unanimously recommends that you vote in favour of all of the proposed Resolutions. The Directors will be voting in favour of all of the proposed Resolutions in respect of their own shareholdings in the Company.

Explanatory notes on all the Resolutions are set out on pages 6 to 11 of this Notice.

All Resolutions will be put to a poll and the voting results will be published via the Regulatory News Service and on the Company's website as soon as possible following the AGM.

YOUR VOTE COUNTS

Shareholder participation is valued by the Board and we strongly encourage all shareholders to participate in the business of the Meeting by submitting your votes on each of the Resolutions in advance using one of the methods listed below.

CREST - Via the CREST electronic proxy appointment service (for CREST members)

POST OR EMAIL - By completing a Form of Proxy in favour of the Chairman of the Meeting and returning it to our Registrar, Computershare

All Proxy Forms must reach the Registrars by no later than 9.30 am on 19 May 2023 (or, if the Meeting is adjourned, no later than 48 hours before the time of any adjourned meeting).

I am grateful to my fellow Directors, JTC's employees and to all of our Shareholders for their support in the year.

Yours faithfully

MIKE LISTON, OBE

CHAIRMAN

21 April 2023

NOTICE OF MEETING 2023  |  JTC PLC

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JTC PLC

( T H E C O M P A N Y )

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the 2023 Annual General Meeting of the Company will be held at JTC House, 28 Esplanade, St. Helier, Jersey, JE2 3QA at 9.30 am on 23 May 2023.

Resolutions numbered 1 to 14 will be proposed as ordinary resolutions and those numbered 15 to 17 will be proposed as special resolutions. For ordinary resolutions to be passed, more than half of the votes cast must be in favour, while in the case of special resolutions at least three-quarters of the votes cast must be in favour.

To consider and, if thought fit, pass the following resolutions as Ordinary Resolutions.

1. To receive the annual accounts of the Company for the financial year ended 31 December 2022, together with the reports of the Directors and the Auditor's Report (the Annual Report and Accounts).
2. To approve the Directors' Remuneration Report set out on pages 73 to 94 of the Annual Report and Accounts for the financial year ended 31 December 2022.
3. To approve a final dividend for the year ended 31 December 2022 of 6.88 pence per ordinary share in the capital of the Company, to be paid on 30 June 2023 to members whose names appear on the Register of Members of the Company as at the close of business on 2 June 2023.
4. To re-appoint PricewaterhouseCoopers CI LLP as external auditor of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting of the Company at which annual report and accounts are laid before the meeting.
5. To authorise the Audit Committee to determine the remuneration of the external auditor.
6. To re-elect Michael Liston as a Director of the Company.
7. To re-elect Nigel Le Quesne as a Director of the Company.
8. To re-elect Martin Fotheringham as a Director of the Company.

1. To re-elect Wendy Holley as a Director of the Company.
2. To re-elect Dermot Mathias as a Director of the Company.
3. To re-elect Michael Gray as a Director of the Company.
4. To re-elect Erika Schraner as a Director of the Company.
5. To re-elect Kate Beauchamp as a Director of the Company.
6. THAT, the Directors of the Company be generally and unconditionally authorised, (without prejudice to the authorities conferred on the Directors elsewhere in these resolutions) for the purposes of Article 9 of the Company's articles of association (the "Articles") to exercise all the powers of the Company to allot Equity Securities (as defined in the Articles) and to grant rights to subscribe for or to convert any security into Equity Securities:
7. 1. up to an aggregate nominal amount of £496,870 for general purposes; and
   2. up to an additional aggregate nominal amount of £496,870 where such securities have been offered by way of a pre-emptive issue (as defined in the Articles), and so that the Directors may impose 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 the requirements of any regulatory body or stock exchanges or any other matter.

The authorities conferred under paragraphs (i) and (ii) (being the Authorised Allotment Amount as defined in the Articles) will apply until the earlier of 15 months after the passing of this resolution and the end of the next annual general meeting of the Company after the passing of this resolution but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require Equity Securities to be allotted after the authority ends and the directors may allot Equity Securities under any such offer or agreement as if the authority had not ended.

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To consider and, if thought fit, pass the following resolutions as Special Resolutions.

1. THAT, subject to and conditionally upon the passing of Resolution 14, the Directors be given the authority to allot Equity Securities (as defined in the articles of association (the "Articles") for cash as if Article 10 of the Articles did not apply to any such allotment or sale, such authority to be limited to the general allotment of Equity Securities up to an aggregate nominal amount of £149,061 (being the Non-Pre-emptive Amount, as defined in the Articles), such authority to apply until the earlier of 15 months after the passing of this resolution and the end of the next annual general meeting of the Company after the passing of this resolution but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require Equity Securities to be allotted as if the authority had not ended.
2. THAT, subject to and conditionally upon the passing of Resolution 15, the Directors be given the authority to allot Equity Securities (as defined in the articles of association (the "Articles")) for cash as if Article 10 of the Articles did not apply to any such allotment or sale, such authority to be limited to the allotment of Equity Securities up to an aggregate nominal amount of £149,061 (being the Non-Pre-emptive Amount, as defined in the Articles), and used only for the purpose of financing (or refinancing, if the authority is to be used within six months after 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, such authority to apply until the earlier of 15 months after the passing of this resolution and the end of the next annual general meeting of the Company after the passing of this resolution but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require Equity Securities to be allotted as if the authority had not ended.

17. THAT, the Company be authorised for the purposes of Article 57 of the Companies (Jersey) Law 1991 (the "Law") to make one or more market purchases of its ordinary shares, on such terms and in such manner as the Directors shall from time to time determine, provided that:

1. the maximum number of ordinary shares hereby authorised to be purchased is 14,906,111;
2. the minimum price (exclusive of expenses) which may be paid for an ordinary share is £0.01;
3. the maximum price (exclusive of expenses) which may be paid for an ordinary share is not more than the higher of: (i) an amount equal to 105 per cent. of the average of the middle market quotations for an ordinary share (as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the date on which that ordinary share is contracted to be purchased, and an amount equal to the higher of the price of the last independent trade of an ordinary share; and the highest current independent bid for an ordinary share on the trading venues where the purchase is carried out;
4. the authority hereby conferred shall apply until the earlier of 15 months from after the passing of this resolution and the end of the next annual general meeting of the Company after the passing of this resolution, unless previously revoked, varied or renewed by the Company in general meeting prior to such time; and
5. the Company may at any time prior to the expiry of such authority enter into a contract to purchase ordinary shares which will or may be completed or executed wholly or partly after the expiration of such authority and the Company may purchase ordinary shares pursuant to any such contract as if the authority had not ended and, pursuant to Article 58A of the Law, the Company may hold as treasury shares any ordinary shares purchased pursuant to the authority conferred by this Resolution 16.

By order of the Board of JTC PLC

Registered office:

JTC House

28 Esplanade St Helier Jersey

JE2 3QA

MIRANDA LANSDOWNE

JOINT COMPANY SECRETARY

JTC (JERSEY) LIMITED, COMPANY SECRETARY

21 April 2023

NOTICE OF MEETING 2023  |  JTC PLC

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