Sanderson Design : Annual Meeting Document

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SANDERSON DESIGN GROUP PLC

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an Annual General Meeting to be held at the offices of Buchanan Communications, 107 Cheapside, London EC2V 6DN at 10.00 a.m. on Thursday 22 June 2023, is set out in this circular.

You will not receive a hard copy form of proxy for the 2023 AGM in the post. Instead, you will be able to vote:

Electronically using the link www.signalshares.com;

Using the CREST electronic proxy appointment service;

Using the Proximity platform;

Or by requesting a hard copy form of proxy from the Registrars in each case, as further detailed on pages 6 and 7 of the Notice.

You will need to log into your Signal Shares account, or register if you have not previously done so. To register you will need your Investor Code, this is detailed on your share certificate or available from our Registrar, Link Group as soon as possible but, in any event no later than 10.00 a.m. on 20 June 2023.

Sanderson Design Group PLC

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SANDERSON DESIGN GROUP PLC

REGISTERED OFFICE: Chalfont House, Oxford Road, Denham, Bucks UB9 4DX

23 May 2023

TO THE HOLDERS OF THE ORDINARY SHARES OF 1p EACH IN THE CAPITAL OF THE COMPANY

Dear Shareholder

ANNUAL GENERAL MEETING

This letter explains the resolutions to be proposed at the Annual General Meeting of the Company to be held on 22 June 2023 at 107 Cheapside, London, EC2V 6DN. The Notice of the Annual General Meeting is set out on pages 4 and 5 of this document.

Voting

Voting on all resolutions at the AGM will be on a poll (rather than on a show of hands) as the Directors believe that this will result in a more accurate reflection of the views of all shareholders as it ensures that all votes cast are counted, rather than just those of the shareholders attending the meeting. On a poll, each shareholder has one vote for every share held.

The results of the poll will be announced through Regulatory Information Service and will be published on our website www.sandersondesign. group.com on 22 June 2023 after the conclusion of the AGM or as soon as reasonably practicable thereafter.

Should you not be able to attend in person and cast your vote at the AGM, we strongly encourage you to submit a proxy vote. To be valid, proxy forms should be completed and returned to the Company's registrars as soon as possible and so that they are received no later than 48 hours before the time of the meeting.

Questions

If you have any questions relating to the business of the AGM, you may submit these in advance by emailing SDGAGM@sandersondesigngroup. com. We will then collate the answers to the questions received and, if relevant, address these at the AGM. After the AGM, we will also include a summary of questions and answers on our website.

Resolutions

An explanation of the resolutions being proposed is set out below. Resolutions 1 to 11 are proposed as ordinary resolutions. This means that for each of these resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 12 to 14 are proposed as special resolutions. This means that for each of these resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

Resolution 1: Approval of the Report and Accounts

This resolution deals with the receipt and adoption of the Strategic Report, the Report of the Directors and the Financial Statements for the year ended 31 January 2023, together with the Auditors' Report.

Resolution 2: Declaration of a Dividend

The Directors are recommending a final dividend for the year ended 31 January 2023 of 2.75p per ordinary share. If approved, the final dividend will be paid on 11 August 2023 to shareholders whose names appear on the register at the close of business on 14 July 2023.

Resolutions 3 - 8: Re-election of Directors

Under the Company's Articles of Association, each Director is obliged to retire and shall be eligible for re-election at the third Annual General Meeting of the Company after the general meeting to which he/she was appointed or last reappointed. In accordance with our commitment to good corporate governance practice, the Board has voluntarily adopted the policy that in normal circumstances all continuing Directors stand for re-election on an annual basis. All the Directors will therefore retire at the AGM and are offering themselves for re-election.

Biographical details of the Directors seeking re-election are set out on pages 40 and 41 of the Annual Report and on the Company's website at www.sandersondesign.group.com.

Resolutions 9 & 10: Appointment and Remuneration of the Auditors

The Company must appoint auditors at each general meeting at which accounts are presented to shareholders to hold office until the conclusion of the next meeting. Resolution 9 seeks shareholder approval to reappoint BDO LLP as the Company's auditors until the conclusion of the next Annual General Meeting and in accordance with normal practice, resolution 10 seeks shareholder authority for the Directors to set their remuneration.

Resolution 11: Authority to Allot shares

Resolution 11 seeks to renew the authority of the Directors to allot securities up to an aggregate nominal amount of £235,845, such authority to expire at the Annual General Meeting in 2023 or on 21 September 2024, whichever is the earlier. The authority represents 33% of the current ordinary issued share capital as at the date of this Notice. This amount complies with guidelines issued by investor bodies. The Directors have no present intention of allotting new ordinary shares other than in relation to the Company's Long Term Incentive Plan, however the Directors consider it appropriate to maintain the flexibility that this authority provides.

Resolution 12: Disapplication of statutory pre-emption rights

The Companies Act 2006 ("the Act") requires that any equity securities issued for cash must first be offered to existing shareholders pro rata to their holdings unless approval is obtained by special resolution to this requirement not applying. Your Directors consider it desirable that they should have the ability to make allotments of ordinary shares for cash, such small issues to be limited to an aggregate nominal amount of £35,734 (representing 5% of the company's issued share capital as at the date of this document), such authority to expire at the next Annual General Meeting or 21 September 2024, whichever is the earlier. Your Directors will have due regard to institutional guidelines in relation to any exercise of this authority, in particular the requirement for advance consultation and explanation before making any such issue which exceeds 7.5% of the Company's issued share capital in any rolling three-year period.

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Resolution 13: Authority to purchase own shares

Resolution 13 seeks to renew the general authority for the company to make market purchases of its own shares up to a maximum of 7,146,821 ordinary shares of 1p each (representing 10% of the Company's issued share capital at the date of this document). Your Directors will only exercise the authority granted pursuant to this resolution once they are satisfied that any purchase will have a beneficial impact on earnings per share and/or will be in the best interest of all shareholders generally.

Resolution 14: Amendments to Notice Period for Calling of General Meetings

Resolution 14 seeks to approve the calling of general meetings, other than Annual General Meetings, on not less than 14 days' notice, as is currently permitted under the Companies Act 2006 and the Company's Articles of Association. The Board would strive to give as much notice as possible in any given situation but believe it is important to retain flexibility for calling a meeting at 14 days' notice, for example to respond quickly to business opportunities that may arise which require shareholder approval. Should a meeting be called on such short notice, the Company would make available to all shareholders facilities to vote by electronic means.

Actions to be taken

If you would like to vote on the resolutions set out in the Notice but cannot come to the AGM in person, your Board strongly encourages you to vote in advance of the AGM appointing a proxy who will exercise your right to vote at the AGM in accordance with your instructions. You can use the following methods to submit your voting instructions in advance. If you choose to use any of the methods below, this will not prevent you from subsequently attending the AGM in person, voting or speaking, in which case any votes held by the proxy will be superseded. The following will be available from the date this Notice is published until 10.00 am on Tuesday 20 June (or 48 hours (excluding non-working days) before the time fixed for any adjourned AGM).

• by submitting your proxy electronically using The Share Portal service at www.signalshares.com;
• by downloading a proxy form from www.sandersondesign.group/investors/shareholders-services/agm/ and send it to Link Group at PXS 1, Central Square, 29 Wellington Street, Leeds,LS1 4DL;
• using the service offered by Euroclear UK & International for members of CREST; or
• using Proxymity, a service for institutional investors who wish to appoint a proxy electronically via the Proxymity platform. This process has been agreed by the Company and approved by the Registrar. Further information regarding Proxymity can be found at www.proxymity.io.

If you require a paper proxy form to be sent to you, please contact our Registrar, Link Group on [phone].

Your proxy appointment must be received by 10.00 a.m. on 20 June 2023. Further details relating to voting by proxy are set out in the notes to the Notice on pages 6 and 7 of this document.

Recommendation

Your Board believes that all resolutions set out in the Notice are in the best interests of the Company and its shareholders as a whole and the Directors unanimously recommend that shareholders vote in favour of the resolutions as they themselves intend to do in respect of their own beneficial shareholdings.

On behalf of the Board, I look forward to welcoming you to the forthcoming AGM and thank you for your continued support.

Yours faithfully

Dianne Thompson

Chairman

Form of Proxy

SANDERSON DESIGN GROUP PLC is committed to reducing paper and improving efficiency in its shareholder communications. We will no longer be sending paper proxy cards to shareholders unless specifically asked to do so. If you need help with voting online, or require a paper proxy form, please contact our Registrar, Link Asset Services by email at [e-mail] , or you may call Link on 0871 664 0391 if calling from the UK, or [phone] if calling from outside of the UK. Link are open for business between 9.00 am - 5.30 pm, Monday to Friday, excluding public holidays in England and Wales.

Sanderson Design Group PLC

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the Annual General Meeting of the shareholders of Sanderson Design Group PLC will be held at 107 Cheapside, London EC2V 6DN on Thursday 22 June 2023 at 10.00 a.m. for the following purposes:

The following resolutions will be proposed as Ordinary resolutions.

1. To receive the reports of the directors and of the auditors, together with the accounts for the year ended 31 January 2023.
2. To declare a final dividend on the ordinary share capital of the Company for the year ended 31 January 2023 at the rate of 2.75p per ordinary share of 1p each in the capital of the Company to be paid on 11 August 2023 to shareholders registered at the close of business on
   14 July 2023.
3. To re-elect Dianne Thompson, who is retiring by rotation, as a Non-executive Director.
4. To re- elect Juliette Stacey, who is retiring by rotation, as a Non-executive Director.
5. To re-elect Christopher Rogers, who is retiring by rotation, as a Non-executive Director.
6. To re-elect Patrick Lewis, who is retiring by rotation, as a Non-executive Director.
7. To re-elect Lisa Montague, who is retiring by rotation, as a Director.
8. To re-elect Mike Woodcock, who is retiring by rotation , as a Director.
9. To re-appoint BDO LLP as auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid.
10. To authorise the Directors to determine the remuneration of the auditors.
11. That the Directors be generally and unconditionally authorised, pursuant to Section 551 of the Companies Act 2006 ("the Act"), to exercise all powers of the Company, to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to a maximum aggregate nominal amount of £235,845 provided that (unless previously revoked varied or renewed) this authority shall expire at the conclusion of the Annual General Meeting of the Company in 2024 or on 21 September 2024, whichever is the earlier, save that the Company may before such expiry make an offer or agreement which would or might require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after such expiry and the Directors may allot shares or grant such rights in pursuance of any such offer or agreement as if the authority conferred by this resolution had not expired.

The following resolutions will be proposed as Special resolutions.

12.That, subject to the passing of the resolution numbered 11 above, the Directors be empowered pursuant to section 570 and section 573 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authority conferred by resolution number

11 or by way of a sale of treasury shares as if section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:

1. in connection with an offer of equity securities (whether by way of a rights issue, open offer or otherwise):
2. 1. to holders of ordinary shares in the capital of the Company in proportion (as nearly as may be practicable) to their respective holdings of such shares; and
   2. to holders of other equity securities in the capital of the Company, as required by the rights of those securities or, subject to such rights, as the Directors otherwise consider necessary,

but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange or any other matter whatsoever; and

1. otherwise than pursuant to sub-paragraph (a) of this resolution up to an aggregate nominal amount of £35,734 and (unless previously revoked, varied or renewed) this power shall expire at the conclusion of the Annual General Meeting of the Company in 2024 or on
   21 September 2024, whichever is the earlier, save that the Company may, before such expiry make an offer or agreement which would or might require equity securities to be allotted for cash after such expiry and the Directors may allot equity securities for cash in pursuance of such an offer or agreement as if the authority conferred by this resolution had not expired;

and all previous such authorities pursuant to section 570 and section 573 of the Act shall cease to have effect.

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13.That, pursuant to section 701 of the Act, the Company be and is hereby generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of 1p each in the capital of the Company provided that:

1. the maximum number of ordinary shares hereby authorised to be purchased is 7,146,821;
2. the minimum price which may be paid for an ordinary share shall be 1p exclusive of expenses;
3. the maximum price (excluding expenses) which may be paid for an ordinary share is an amount equal to 105% of the average of the middle market quotations for an ordinary share as derived from the AIM section of the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the ordinary share is purchased;

and (unless previously renewed, revoked or varied), this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in the year 2024 or 21 September 2024, whichever shall be the earlier save that the Company may make a contract to purchase ordinary shares before this authority expires under which such purchase will or may be completed or executed wholly or partly after this authority expires and may make a purchase of ordinary shares pursuant to any such contract as if this authority had not expired.

14.That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days' notice in writing. By Order of the Board

Caroline Geary	Registered Office
Company Secretary	Chalfont House
	Oxford Road
23 May 2023	Denham UB9 4DX
	Registered in England and Wales,
	Company No. 61880

Sanderson Design Group PLC

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