SigmaRoc : Corporate Documents

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to what action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are a resident of the United Kingdom or, if not, another appropriately authorised independent professional adviser.

If you have sold or otherwise transferred all of your Ordinary Shares, please send this document and the accompanying proxy form as soon as possible to the purchaser or transferee, or to the stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or otherwise transferred some (but not all) of your Ordinary Shares, please retain these documents and consult the stockbroker or other agent through whom the sale or transfer was effected.

The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves of and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

SigmaRoc plc

(incorporated and registered in England and Wales with registered number 05204176)

NOTICE OF ANNUAL GENERAL

MEETING

This document should be read as a whole. Your attention is drawn to the letter from the Chairman which recommends that you vote in favour of the resolutions to be proposed at the Annual General Meeting.

Notice of the Annual General Meeting of the Company to be held at The Washington Mayfair Hotel, 5 Curzon St, London, W1J 5HE on 12 April 2024 at 12.30 p.m. BST is set out on pages 9 to 13 of this document. A form of proxy is also enclosed with this document for use at the Meeting. Forms of proxy should be completed and returned to the Company's Registrars, Link Group, at PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL as soon as possible and in any event so as to be received not later than 48 hours (excluding non-business days) before the time fixed for the Meeting.

Alternatively, you may submit a proxy appointment online by registering on the Signal shares portal atwww.signalshares.comand following the instructions. If you have not yet registered for the Signal shares portal, you will need your investor code (IVC) which is detailed on your share certificate or is available by calling Link Group.

Shareholders who hold their shares in uncertificated form may use the CREST electronic proxy appointment service. In order for a proxy appointment made using the CREST service to be valid, the appropriate CREST message must be properly authenticated and contain the information required for such instructions as described in the CREST Manual. The message must be transmitted so as to be received by the Company's registrars, Link Group (ID RA10), by no later than 48 hours (excluding non-business days) before the time fixed for the Meeting.

If you are an institutional investor you may also 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 towww.proxymity.io. Your proxy must be lodged by no later than 48 hours (excluding non-business days) before the time fixed for the

Meeting in order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours 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.

Completion and return of the form of proxy or submission of a proxy appointment online or via CREST or via Proxymity will not preclude Shareholders from attending and voting at the Meeting should they so wish. For full details on proxy appointments, see the notes to the Notice of Annual General Meeting and accompanying form of proxy.

Copies of this document are available from the Company's registered office at 6 Heddon Street, W1B 4BT from the date of this document until the date of the Meeting. This document will also be available for download from the Company's website:www.sigmaroc.com.

CONTENTS
Page
DEFINITIONS	4
LETTER FROM THE CHAIRMAN	5
NOTICE OF ANNUAL GENERAL MEETING	8
NOTES TO THE NOTICE OF ANNUAL GENERAL MEETING	11

DEFINITIONS

The following definitions apply throughout this document, unless the context otherwise requires:

"Annual General Meeting", "Meeting" or "AGM" the annual general meeting of the Company to be held at The Washington Mayfair Hotel, 5 Curzon St, London W1J 5HE on 12 April 2024 at 12.30 p.m. BST, notice of which is set out at the end of this document;

"Articles" the articles of association of the Company as at the date of this document;

"Board" or "Directors" the directors of the Company from time to time;

"Company" or "SigmaRoc" SigmaRoc plc, a company incorporated in England and Wales with registered number 05204176, whose registered address is at 6 Heddon Street, W1B 4BT;

"CREST" the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear which facilitates the transfer of title to shares in uncertificated form;

"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755) including any enactment or subordinate legislation which amends or supersedes those regulations and any applicable rules made under those regulations or any such enactment or subordinate legislation for the time being in force;

"Euroclear" Euroclear UK & International Limited, a company incorporated in England & Wales with registration number 02878738, being the operator of CREST;

"Group" the Company and its subsidiary undertakings;

"Option Holders" holders of options over Ordinary Shares;

"Ordinary Shares" the ordinary shares of 1 penny each in the capital of the Company;

"Regulatory Information Service" any information service authorised from time to time by the Financial Conduct Authority for the purpose of disseminating regulatory announcements;

"Resolutions" the resolutions to be proposed at the Annual General Meeting, notice of which is set out at the end of this document; and

"Shareholders" the holders of Ordinary Shares from time to time.

Registered Office 6 Heddon Street

London W1B 4BT

20 March 2024

To the Shareholders and, for information only, to the Option Holders

Notice of Annual General Meeting

Dear Shareholder,

I am delighted to invite you to the Annual General Meeting of SigmaRoc plc, which is to be held at The Washington Mayfair Hotel, 5 Curzon St, London W1J 5HE on 12 April 2024 at 12.30 p.m. BST. This circular gives some background and explanation to the resolutions to be proposed at the AGM. The resolutions are set out in the Notice of Annual General Meeting on pages 8 to 10 of this document.

Ordinary business at the AGM

Resolution 1 - Annual Report and Accounts

This is an ordinary resolution to receive the audited financial statements of the Company, the strategic report, the directors' report and the auditor's report for the year ended 31 December 2023.

Resolution 2 - Auditors' re-appointment and remuneration

This is an ordinary resolution relating to the auditors' re-appointment and remuneration and is usual business for the AGM.

Resolution 3 - Remuneration Committee Report

The Remuneration Committee Report, which can be found on pages 165 to 173 of the Annual Report, gives details of the remuneration paid to the Directors for the year ended 31 December 2023. The Company's auditor has audited those parts of the Remuneration Committee Report required to be audited and their report may be found on pages 183 to 189 of the Annual Report. Shareholders are invited to approve the Remuneration Committee Report by voting on Resolution 3. This vote is advisory in nature in that payments made or promised to Directors will not have to be repaid, reduced or withheld in the event that the Resolution is not passed. The Board recommends the approval of the Remuneration Committee Report as detailed in the Annual Report.

Special business at the AGM

Resolution 4 - Section 551 authority

This is an ordinary resolution authorising the directors to allot and issue Ordinary Shares and grant rights to subscribe for shares up to an aggregate nominal value of £3,715,810, being approximately one third of the current issued share capital of the Company as a general authority upon which further authority will be sought from Shareholders as per Resolution 5 to enable up to £1,114,855 of these equity securities to be issued for cash and on a non-pre-emptive basis.

The authority conveyed by Resolution 4 will expire at the commencement of the next Annual General Meeting following this meeting or 30 June 2025, whichever is the earlier to occur.

Resolution 5 - Section 570 authority and dis-application of Section 561(1)

This is a special resolution authorising the directors to issue up to an aggregate nominal value of £1,114,855 of equity securities (representing approximately 10% of the current issued share capital of the Company) for cash and on a non-pre-emptive basis pursuant to the authority conferred by resolution number 4 above.

The authority also authorises the Directors to issue an additional number of equity securities up to a nominal amount equal to one fifth of any allotment pursuant to the amount authorised above, to be used only for the purposes of a follow-on offer.

This will allow the Board to allot shares for cash without recourse to the Shareholders so that it can move quickly from time to time as it deems appropriate.

This authority will expire at the commencement of the next annual general meeting following this Meeting or 30 June 2025, whichever is the earlier to occur.

This resolution is proposed in accordance with the Pre-Emption Group's Statement of Principles on Disapplying Pre-Emption Rights.

Resolution 6 - An additional Section 570 authority and dis-application of Section 561(1)

This is a special resolution authorising the directors to issue up to an additional aggregate nominal value of £1,114,855 of equity securities (representing a further c. 10% of the current issued share capital of the Company) for cash and on a non-pre-emptive basis pursuant to the authority conferred by resolution number 4 above. Such authority may 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 the notice.

The authority also authorises the Directors to issue an additional number of equity securities up to a nominal amount equal to one fifth of any allotment pursuant to the amount authorised above, to be used only for the purposes of a follow-on offer.

This authority will expire at the commencement of the next annual general meeting following this Meeting or 30 June 2025, whichever is the earlier to occur.

This resolution is proposed in accordance with the Pre-Emption Group's Statement of Principles on Disapplying Pre-Emption Rights.

Resolution 7 - Section 701 authority

This is a special resolution authorising the Company to purchase up to 111,485,000 of its own shares, which represents approximately 10% of the current issued share capital of the Company. The minimum price permitted is 1 penny per Ordinary Share and the maximum permitted is 105% of the average market value for the 5 preceding days prior to any purchase. This authority will expire at the commencement of the next annual general meeting following this meeting or 30 June 2025, whichever is the earlier to occur.

This authority is being sought by the Directors to provide the Company with the option to efficiently utilise its capital in the face of potentially volatile markets.

Form of proxy

You can vote in respect of your shareholding by attending the Meeting or by appointing one or more proxies to attend the Meeting and vote on your behalf. If you appoint a proxy, you may still attend and vote at the Meeting (in substitution for your proxy) in person should you decide to do so.

Proxies may be appointed by either:

• • completing and returning the enclosed proxy form; or

•

online by logging on towww.signalshares.com and submitting a proxy appointment by following the instructions; or

•

voting via the Proxymity platform; or

•

using the CREST electronic proxy appointment service (for CREST members only).

In any case, the notice of appointment of a proxy should reach the Company's registrars, Link Group, at PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL by no later than 48 hours (excluding non-business days) before the time fixed for the AGM. Please refer to the Notes to the Notice of Annual General Meeting and the enclosed proxy form for detailed instructions.

Board Recommendation

The Board considers that each of the ordinary resolutions and the special resolutions is in the best interests of the Company and its Shareholders as a whole and it unanimously recommends to Shareholders that they should vote in favour of each of them as the Board intend to do so in respect of the Ordinary Shares held by them.

Yours faithfully

David Barrett Chairman

SIGMAROC PLC

(incorporated and registered in England and Wales no. 05204176)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of the Company will be held at The Washington Mayfair Hotel, 5 Curzon St, London W1J 5HE on 12 April 2024 at 12.30 p.m. BST. for the purpose of considering and, if thought fit, passing the following resolutions, of which resolutions 1 to 3 (inclusive) will be proposed as ordinary resolutions and resolutions 4 to 7 (inclusive) as special resolutions:

ORDINARY BUSINESS

Resolution 1:To receive the audited financial statements of the Company, the strategic report, the directors' report and the auditor's report for the period ended 31 December 2023 (the "2023 Annual Report and Accounts").

Resolution 2:To re-appoint PKF Littlejohn LLP as auditors of the Company to act as such until the conclusion of the next annual general meeting of the Company at which the accounts are laid before the members and to authorise the Directors of the Company to fix their remuneration.

Resolution 3:To approve the Remuneration Committee Report as set out on pages 165 to 173 of the Company's 2023 Annual Report and Accounts.

SPECIAL BUSINESS

ORDINARY RESOLUTION

Resolution 4:THAT, in accordance with section 551 of the Companies Act 2006 (the "Act"), the Directors be generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company ("Rights") provided that such authority shall be limited to the allotment of up to an aggregate nominal amount of £3,715,810 (being approximately one third of the current issued share capital of the Company) and provided that this authority shall, unless renewed, varied or revoked by the Company, expire on the commencement of the next annual general meeting of the Company or 30 June 2025, whichever is earlier to occur, save that the Company may, before such expiry, make offers or enter agreements which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors may allot shares or grant Rights in pursuance of such offers or agreements notwithstanding that the authority conferred by this resolution has expired and all unexercised authorities previously granted to the Directors to allot shares and grant Rights be and are hereby revoked.

SPECIAL RESOLUTIONS

Resolution 5:THAT, conditional on the passing of Resolution 4 above and in accordance with section 570 of the Act, the Directors be generally empowered to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority conferred by Resolution 4 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:

(a)the allotment of equity securities in connection with an offer of, or invitation to apply for, equity securities made (i) to holders of ordinary shares in the Company in proportion (as nearly as may be practicable) to the respective numbers of ordinary shares held by them on the record date for such offer; and (ii) to holders of other equity securities as may be required by the rights attached to those securities or, if the directors consider it desirable, as may be permitted by such rights, but subject in each case to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal or practical problems in or under the laws of any territory or the requirements of any regulatory body or stock exchange; 8

• (b) the allotment of equity securities (otherwise than pursuant to sub paragraph (a) above) up to an aggregate nominal amount of £1,114,855; and

• (c) the allotment of equity securities or sale of treasury shares (otherwise than under sub paragraph (a) or (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 sub 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,

and provided that this power shall expire on the commencement of the next annual general meeting of the Company or 30 June 2025, whichever is earlier to occur (unless renewed, varied or revoked by the Company prior to or on that date) save that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offers or agreements notwithstanding that the power conferred by this resolution has expired.

Resolution 6:

THAT, conditional on the passing of Resolution 4 above and in addition to any authority granted under Resolution 5 above and in accordance with section 570 of the Act, the Directors be generally empowered to allot equity securities (as defined in section 560 of the Act) for cash pursuant to the authority conferred by Resolution 4 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:

• (a) the allotment of equity securities or sale of treasury shares up to a nominal amount of £1,114,855, 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) the allotment of equity securities 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,

and provided that this power shall expire on the commencement of the next annual general meeting of the Company or 30 June 2025, whichever is earlier to occur (unless renewed, varied or revoked by the Company prior to or on that date) save that the Company may, before such expiry, make offers or agreements which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of any such offers or agreements notwithstanding that the power conferred by this resolution has expired.

Resolution 7:THAT the Company is generally and unconditionally authorised for the purposes of section 701 of the Act to make one or more market purchases (within the meaning of section 693(4) of the Act) of its own ordinary shares on such terms and in such manner as the directors of the Company may from time to time determine, but subject to the following provisions:

• (a) the maximum aggregate number of ordinary shares authorised to be purchased is 111,485,000;

• (b) the minimum price (excluding expenses) which may be paid for each ordinary share is 1 penny; and the maximum price (excluding expenses) which may be paid for each ordinary share is the higher of: (i) 105 per cent of the average market value of the Company's ordinary shares for the five business days prior to the day on which that

ordinary share is contracted to be purchased; and (ii) the higher of the price of the last independent trade of and the highest current independent bid for the Company's ordinary shares on the AIM market of the London Stock Exchange at the time that ordinary share is contracted to be purchased,

and this authority shall unless, previously revoked by resolution of the Company, expire on the commencement of the next annual general meeting of the Company or 30 June 2025, whichever is earlier to occur (unless renewed, varied or revoked by the Company prior to or on that date). The Company may, at any time before such expiry, conclude contracts for the purchase of its own ordinary shares which would or might be executed wholly or partly after such expiry and the Company may purchase its own ordinary shares pursuant to any such contract as if this authority had not expired.

By Order of the Board

Julie Kuenzel

Company Secretary

Dated: 20 March 2024

Registered office:

6 Heddon Street W1B 4BT

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